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Mota-Engil

Management Reports Apr 10, 2024

1905_10-k_2024-04-10_bd63dd8f-ce3b-4eb9-93ce-6346286271d5.pdf

Management Reports

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BUILDING PURPOSE with

RELATÓRIO ÚNICO 2023

1

TABLE OF CONTENTS

RELATÓRIO ÚNICO 2023 2

1.1 CONSOLIDATED MANAGEMENT REPORT OVERVIEW

1.1.1 Message from the Chairman 8
1.1.2 Highlights 2023 and key events 10
1.1.3 Honours and 2023 in figures 14

1.2 THE POWER OF A GROUP / THE MOTA-ENGIL GROUP

1.2.1 The Mota-Engil World 18
1.2.2 Business areas 19
1.2.3 Building 26 for a Sustainable Future strategy 23
1.2.4 Governance model and governing bodies 24
1.2.5 Risk Management 30

1.3 CONSOLIDATED MANAGEMENT REPORT

1.3.1 Comparability of information 43
1.3.2 Economic and financial performance analysis 44
1.3.3 Analysis by business units 50
1.3.4 Mota‐Engil in stock market 72
1.3.5 Activity developed by the non-executive directors of the Board of Directors 74
1.3.6 Proposals for the application of results and distribution of corporate assets 74

1.4 SUSTAINABILITY REPORT

1.4.1 GENERAL
INFORMATION
76
I. Strategic approach to sustainability 77
II. Sustainability Governance 83
III. Material topics 86
IV. Mota-Engil Group stakeholders 88
1.4.2
I.
ENVIRONMENT INFORMATION
European taxonomy
92
95
II. Climate change 101
III. Water 111
IV. Use of resources and the circular economy 114
1.4.3 SOCIAL INFORMATION 124
I. Occupational health and safety 124
II. Talent management 132
III. Social responsibility 150
IV. Manuel António da Mota Foundation 156
1.4.4 GOVERNANCE
INFORMATION
162
I. Business conduct 162
II. Supply chain management 173
III. Responsible investment 178
IV. Tax information 179
V. Quality and safety of products/services and critical incident management 182
VI. Innovation 186

RELATÓRIO ÚNICO 2023

RELATÓRIO ÚNICO 2023 3

1.5
OUTLOOK FOR
2024
193
1.6
RELEVANT
FACTS AFTER THE END OF THE FINANCIAL YEAR
195
1.7
FINAL
NOTE
198
APPENDICES

RELATÓRIO ÚNICO 2023 4

I. GRI Table 201
II. Correlation table 269

Part TWO

2. CONSOLIDATED FINANCIAL INFORMATION

2.1 Consolidated Income Statement by Natures 286
2.2 Consolidated Statement of Other Comprehensive Income 287
2.3 Consolidated Statement of Financial Position 288
2.4 Consolidated Statement of Changes in Equity 289
2.5 Consolidated Statement of Cash Flows 290
2.6 Notes to the Consolidated Financial Statements 291
2.7 Appendix
A
443

RELATÓRIO ÚNICO 2023 5

Part TREE

REPORT ON CORPORATE GOVERNANCE 3.

3.1 Information on shareholder structure, Organisation and Corporate Governance 457

3.2 Assessment of Corportate Governance 506

Part FOUR

4. ANNEXES

4.1 Declaration under the terms of article 29.º of the Portuguese Securities Code 515
4.2 Article 324.º no. 2 and 66º no. 5 paragraph d) of the Portuguese
Commercial Companies Code 517
4.3 Article 447.º of the Portuguese Commercial Companies Code 517
4.4 Law
no.
110/2009, of September 16
519
4.5 Article 66.º no. 5 paragraph g) of the Portuguese Commercial Companies Code 520
4.6 Qualified holdings 521
4.7 List of duties held by the members of the Board of Directors in the last five years 522
4.8 Remunerations Report 531

Part FIVE

5. FISCALIZATION REPORTS

5.1 Statutory Audit Report
and Auditor's Report
538
5.2 Report and Opinion of the Supervisory Board 550
5.3 Independent Assurance
Report
552

RELATÓRIO ÚNICO 2023

RELATÓRIO ÚNICO 2023 6

RELATÓRIO ÚNICO 2023 7

ONE

RELATÓRIO ÚNICO 2023 INTEGRATED REPORT 2023

MESSAGE FROM THE CHAIRMAN

CARLOS MOTA SANTOS

CHAIRMAN OF THE BOARD OF DIRECTORS AND CEO

RELATÓRIO ÚNICO 2023

Dear Shareholders,

In fulfilment of my legal and statutory obligations, this report highlights the main events of 2023, a period marked by the international geopolitical instability that the situation in the Middle East has exacerbated.

In terms of the Mota-Engil Group, 2023 was a demanding but very positive year, reflected in unprecedented production rates, to which the teams always responded, honouring the Mota-Engil Group's long tradition of engineering.

With a strategic model geared towards the long term, complemented by an active and very cohesive operational management on the ground, the Group achieved a 46 per cent growth in turnover to an annual record of 5,552 million euros, combined with a 55 per cent increase in EBITDA to 837 million euros and a net profit of 113 million euros, in a period that was also very positive in commercial terms, ending the year with an backlog of 13 billion euros, ensuring stability for the following years.

Therefore, and having reached this dimension, I would like to point out to our stakeholders that we are well aware that dimension confers responsibility, and in the case of Mota-Engil we will maintain our priority focus on net profitability and cash-flow generation, towards the targets set for 2026.

In addition to the targets achieved, it is important to note that the year was also marked by important decisions that will only have an impact in the future, such as the acquisition of the shares not held in the Environment business (EGF and SUMA), as well as the sale of the operations in Poland, transactions that will help to strengthen the focus of investment in the markets and businesses where we see the greatest potential for development, as well as in the concessions area, where in the coming years we will give greater visibility to the investments made through the rotation of assets that will ensure added value for the Group.

Our legacy inspires and commits us to building a better world. Today we find ourselves in a context with major sustainability challenges, and with this recognition and purpose, we have included sustainability as a fundamental pillar of the Group's strategy, translated into objectives and targets dedicated to the material issues identified for Mota-Engil and which reflect the interests of our stakeholders.

For this reason, for the first time this year we will be developing a Single Report, with integrated sustainability information to give due prominence to a single strategic agenda, where sustainability is an integral part.

We are therefore publishing, with total transparency, the Group's progress in all the ESG dimensions that we now see as practices on an ambitious path that we want to be increasingly sustainable. In this sense, and with a firm commitment to the sustainability agenda, we would like to highlight the positive performance of some of the objectives, such as the reduction in accidents involving sick leave, the positive evolution of women in management positions in a Group that we want to be increasingly inclusive, promote innovation and attract new talent.

We recognise that we still have a long way to go, but we remain ambitious and have our eyes set on the future of our planet, people and business.

Finally, despite the numerous projects carried out throughout the year in more than twenty countries, in 2023 I cannot fail to recognise the team responsible and all those who contributed to the extraordinary performance on the Tren Maya, the largest rail project underway in Latin America, where we were consistently the consortium with the best execution rate throughout its execution.

Tren Maya will forever be one of Mota-Engil's greatest projects, along with others carried out by different generations that over the decades have contributed to making Mota-Engil what it is today: an international benchmark.

Finally, on behalf of the Board of Directors, I would like to recognise the collective of more than 53,000 employees who have contributed in a competent and committed way to the results we have achieved, together with the indispensable trust that our partners and clients have always given us and to whom we have always tried to respond at all times, as well as the Shareholders who have always given us their invaluable support and collaboration to make Mota-Engil an increasingly global Group, aligned with the purpose that guides us on the road to a better future.

HIGHLIGHTS 2023

In 2023, the Mota-Engil Group realised an unprecedented level in its order book, while at the same time achieving unprecedented levels of production that allowed it to achieve a significant growth of 46% in its Turnover, reaching a record value of 5,552 million euros.

13

Billion Euro

RECORD BACKLOG OF 13 BILLION EURO,

113

Million Euro

CONSOLIDATED NET PROFIT OF 113 MILLION EURO, A GROWTH OF 116% AGAINST 2022, WITH A MARGIN OF 2%

1,175

Million Euro

NET DEBT OF 1,175 MILLION EURO, WITH A NET DEBT / EBITDA RATIO OF 1.4X

513

Million Euro

CAPEX OF 513 MILLION EURO, OF WHICH 76% GROWTH AND MEDIUM AND LONG-TERM CONTRACTS

5,552

Billion Euro

RELATÓRIO ÚNICO 2023 10

RECORD TURNOVER OF 5.552 MILLION EURO, A GROWTH OF 46% AGAINST 2022

837

Million Euro

EBITDA OF 837 MILLION EURO, A GROWTH OF 55% AGAINST 2022, WITH A MARGIN OF 15%

2,796

Million Euro

GROSS DEBT OF 2,796 MILLION EURO, WITH A GROSS DEBT / EBITDA RATIO OF 3.3X

746

Million Euro

RELATÓRIO ÚNICO 2023

EQUITY OF 746 MILILION EURO, A GROWTH OF 192 MILLION EURO AGAINST 2022, WITH A EQUITY / ASSETS RATIO OF 10%

PERFORMANCE AGAINST ESG OBJECTIVES

ODS Objectives ESG Report Goal Progress
2022 2023 2026 2030
Local talent in
management
positions
71% 71% 75% • No progress
Reduction in the
incidence rate with
lost time (vs 2020 BU
E&C and vs 2021
Mota-Engil Group)
4.39 BU E&C
11.62 ME Group
2.69 BU E&C
(-51%)
8.21 ME
Group
(-32%)
2.76 BU
E&C
6.07 ME
Group
(-50%)
• Positive
progress
Reduction of GHG
emissions (scope 1, 2
and 3) vs 2021
4 MtCO2e 4 MtCO2e
(+32%)
2 MtCO2e
(-40%)
• Negative
progress
Global certification
(ISO 9001, 14001 e
45001) based on
turnover
Not reported 77% 100% • First report
Women recruited or
promoted to manager
vs 2021
19% 21% 30% • Positive
progress
Cumulative investment
in innovation 2022-26
vs 2020
1 M€ 5 M€ 25 M€ • Positive
progress
Valorised waste 66% 73% 80% • Positive
progress
Entities measuring
their CSR impact based
on the SDGs
Not reported Methodology
under
development
10% • First report

Note: The percentages of change refer to the comparison of the year's value with the base year.

KEY EVENTS 2023

MAR 01

2022 Annual Results

Announcement of agreement to strengthen position in the Environment business APR

JUN

07 New contracts in Latin America 890 M€

27 New contracts in Africa

650 M€

29 77th anniversary of Mota-Engil State of Purpose announcement

JAN 30

Changes to the corporate boards for the three-year period 2021-2023

27

General Meeting of Shareholders

Appointment of the Statutory Audit Board and Statutory Auditor for the three-year period 2023-2025

JUL 10 New contract in Nigeria 840 M€

OCT

DEC

AUG

NOV BACKLOG TURNOVER

>551 B€ EBITDA

Integrated report 2023 THE WORLD MOTA-ENGIL

3 CONTINENTS 21 COUNTRIES

Latin America

Mexico Peru Brazil Colombia Panama

Europe

Portugal Poland Spain

Africa

14

Angola Mozambique Malawi South Africa Zimbabwe Uganda Rwanda Guinea Cameroon Ivory Coast Kenya Nigeria Senegal

HONOURS

With 77 years of boldness and ambition, built on the consolidated experience of several generations, Mota-Engil Group reached in 2023 record levels of backlog and activity, which allowed it, for the first time, to achieve a place among the Top 10 construction companies in Latin America (#5) and Africa (#9), making it into the European Top 15.

12,936 M€

5,552 M€

15

BACKLOG EVOLUTION

Mota-Engil Group (million euro)

TURNOVER EVOLUTION Mota-Engil Group (million euro)

Income Statement

Thousand euros

2023 % T 2022
(restated)
% T
Sales and services rendered (Turnover - T) 5,551,897 45.9% 3,804,258
EBITDA (*) 837,298 15.1% 54.9% 540,704 14.2%
Amortisations and depreciations, impairment losses and
provisions
-321,174 (5.8%) (8.0%) -297,490 (7.8%)
EBIT (**) 516,124 9.3% 112.2% 243,214 6.4%
(***)
Net financial results
-176,041 (3.2%) (14.2%) -154,187 (4.1%)
Gains / (losses) in associates and joint ventures 15,407 0.3% 381.3% -5,478 (0.1%)
Gains / (losses) on the acquisition and disposal of
subsidiaries, joint ventures and associated companies
40,236 0.7% (10.5%) 44,963 1.2%
Net monetary position 0 0.0% (100.0%) 10,550 0.3%
Income before taxes 395,726 7.1% 184.6% 139,062 3.7%
Consolidated net profit of the year 265,879 4.8% 167.5% 99,407 2.6%
Attributable to:
Non-controlling interests 152,726 2.8% 225.1% 46,985 1.2%
Group 113,153 2.0% 115.8% 52,422 1.4%

(*) EBITDA corresponds to the algebraic sum of the following captions of the consolidated income statement by natures: "Sales and Services Rendered"; "Cost of goods sold, mat. cons. and changes in production"; "Third‐party supplies and services"; "Wages and salaries"; "Other operating income / (expenses)"

(**) EBIT corresponds to the algebraic sum of EBITDA with the following captions of the consolidated income statement by natures: "Amortisations and depreciations", "Impairment losses" and "Provisions"

(***) Net financial results corresponds to the algebraic sum of the following captions of the consolidated income statement by natures: "Financial income and gains" and "Financial costs and losses"

1.2

To

17

77 YEARS BUILDING THE FUTURE

THE POWER OF A GROUP / THE MOTA-ENGIL GROUP

INTEGRATED REPORT 2023

1.2 The power of a Group

1.2.1 The Mota-Engil world

GRI 2-1, 2-6 ESRS SBM-1

Founded in 1946, the Mota-Engil Group was constructed through the consolidated experience of various generations. It was built by the Mota family, which still today is its largest shareholder through Mota Gestão e Participações SGPS, SA, and with a long-term commitment to the company. In 2021, EPOCH, Capital investments, BV, wholly owned by China Communications Construction Group, one of the world's largest construction companies, took a 32.4% share in the company, reinforcing the Group's ability to operate at the global- level. It stands out for its commitment, people and competencies, with particular mention for its purpose – "Our Legacy inspires and commits us to build a better world" – which culminates in its capacity to act for a more sustainable future.

With a market positioning aligned with best practices and corporate conduct based on ethical principles (Chap. 1.4.4.I) and supported by a strategic, unique and integrated vision for the future (Chap. 1.2.3), the Group's ambition is to become ever more international, innovative and competitive at the global scale.

The market leader in Portugal and with a consolidated position in the ranking of the 15 largest European construction groups1 , it operates in 21 countries divided into three geographical areas: Europe, Africa and Latin America. This 77-year journey is the result of our commitment to thoroughness, quality and execution in every market.

Also of note is the Manuel António da Mota Foundation (FMAM), founded by the Mota-Engil Group and the Mota family as an important instrument in its social responsibility policy (Chap. 1.4.3.IV). The Foundation's purpose is to promote, develop and support social and cultural initiatives throughout Portugal and in the other countries where the Group operates.

CORPORATE INITIATIVE IN FOCUS

Mota-Engil: a Group with a purpose

On 25 September 2023, a video was presented to stakeholders on Mota-Engil Group's purpose: "Our Legacy inspires and commits us to build a better world." The date was chosen for its symbolism – as the day on which, in 2015, the United Nations (UN) adopted the 17 Sustainable Development Goals (SDGs) and given that it coincided with National Sustainability Day – and the slogan as a reflection of the Group's raison d'être with regard to the international sustainability agenda. Internally, the purpose was also communicated on the same day, with the signature of Carlos Mota Santos, Mota-Engil Chairman and CEO.

Mota-Engil Group's purpose stems from the awareness that we are all responsible, today and in the future, and on a daily basis, for rising adequately to each new challenge, bearing very much in mind the Group's strategy, supported by concrete environmental, social, economic and governance goals, and based on a culture and organisational ethics that set it apart.

The Statement of Purpose was the result of a study to deepen the Group's identity and "raison d'être", as well as its contribution to society. Between April and June 2023, questionnaires, interviews and workshops were held in which employees from various geographies and organisational levels, as well as external stakeholders, were involved. In addition to the surveys sent to the various stakeholders, including all of the Group's employees, strategic stakeholders were also interviewed. Moreover, a group of employees representing each of the business units, geographies, positions within the companies (from top management to the operational level), age group and length of service within the Group was created to analyse the information gathered from different perspectives and define the Group's purpose. The end result was discussed and validated by the Executive Committee.

1 According to Top 250 Contractors, ENR (Engineering News‐Record).

1.2.2 Business areas

GRI 2-6 ESRS SBM-1

Mota-Engil undertakes a vast range of activities associated with the design, building, management and operation of infrastructures. The Group is recognised for its long experience in various countries with diverse clients – public and private – and a high level of technical know-how, which are leveraged to develop other activities that benefit from synergies and crossselling, such as its Industrial Engineering services. Mota-Engil has been strengthening its presence in the environment and energy sectors in the awareness of the need to contribute to the Group's sustainability and to a sustainable planet. Therefore, in addition to urban waste collection and management, the Group operates in renewable energy production and is increasingly focusing on the energy and carbon efficiency sector, contributing to the necessary energy transition.

ENGINEERING AND CONSTRUCTION (E&C)

The Mota-Engil Group has undertaken construction projects in around 50 countries, affirming its technical capacity and building its reputation for excellence. It stands out for the construction of various infrastructures and structures such as roads, motorways, railways, airports, ports, dams and buildings, as well as the construction and maintenance of platforms to support the Oil & Gas segment, among other specialties such as electromechanics, special foundations and geotechnics.

INDUSTRIAL ENGINEERING SERVICES

Industrial Engineering Services are one of Mota-Engil's main drivers of growth, capitalizing on the Group's presence and track record since 1998. Specifically, they benefit from the capacity afforded by operating in multiple markets, with the ability to mobilize resources, and Mota-Engil's positioning in the E&C segment in Africa. Industrial Engineering Services contracts are based on a reliable and long-term partnership with some of the most recognized multinational investors.

ENVIRONMENT

The Mota-Engil Group's involvement in the environmental sector began in 1995 in Portugal with Suma in the urban waste management and collection segment, to which were added the competencies of EGF – market leader in waste treatment and recovery, in which it possesses cutting-edge European technology, and in energy production through the capture of biogas from landfills and energy recovery plants.

Internationally, Mota-Engil has expanded its activity in this sector to markets such as Angola (Vista Waste), Mozambique (Eco Life), Cape Verde (Agir), Brazil (Suma Brasil), Oman (Eco Vision) and Ivory Coast (Eco Eburnie and Clean Eburnie) in the aim of continuing to grow its activity and thus contribute to a better world prepared for the coming generations.

MOTA-ENGIL CAPITAL

Mota-Engil Capital is a business unit whose goal is to leverage value creation for the Group by diversifying investments supported by the integrated management of a set of assets and projects that are complementary to the Engineering and Construction and Environment segments. It works in close collaboration with the Group's core businesses.

With this strategic vision, Mota-Engil Capital's portfolio centers on:

  • Transport management concessions, as well as operation and maintenance (via Mota-Engil Concessions and Lineas), continuing a history of 25 years in concession management;
  • Innovative business areas associated with Energy and Services(via Mota-Engil Renewing), Tourism and Services Provision (via Mota-Engil Ativ) – focused on providing specialized technical services, namely through maintenance of buildings, industry and hydraulic infrastructure, as well as on the design, management, construction and maintenance of exterior areas – whose sustained growth has led to its recognition in creating value within the landscaping industry.

ENERGY

Mota-Engil Group was the first private operator in the Mexican energy generation sector and holds a series of assets in the hydroelectric sector through Generadora Fenix amounting to a generating capacity of over 280 MW. In addition to generation, it is present in energy commercialization, holding three operating PPAs (Power Purchase Agreements – long-term energy purchase and sale contracts) for 148 MW (658 GWh/year), the most important of which is the 20-year PPA signed with Mexico City. Also of note at EGF is the existence of waste-toenergy processes, producing electricity through the capture of biogas in landfills, incineration at the energy recovery plant and valorization of organic waste.

INFRASTRUCTURE AND TRANSPORT CONCESSIONS

Through Lineas and its subsidiaries, Mota-Engil operates a network of around 2,500 kilometers of roads and motorways, including the two bridges in the city of Lisbon.

Mota-Engil has a history of running over 5,000 kilometers of concessions (green field projects) that involved total investment of over €12 billion and is supported by specialized know-how that it has acquired since 1994 in Portugal and has been expanded to international markets, principally Latin America.

MOTA -ENGIL MEXT

In the aim of boosting investment in Innovation and being an accelerator of global transformation, Mota -Engil Mext was set up with executive responsibility for a set of subsidiaries operating in different areas such as :

  • Real estate, through Emerge;
  • Agro-industrial production;
  • Energy production; and
  • Mining.

Mota -Engil Mext's structure also includes a Transformation Committee that aims to be a vehicle to stimulate efficiency and innovation within the Group, operating across all business areas and geographies in which Mota -Engil is present .

1.2.3 "Building 26 for a Sustainable Future" strategy

ESRS SBM-1

The timeline of our Strategic Plan, which identifies five strategic pillars that support the achievement of our ambitions, is the 2022–2026 period.

1.2.4 Governance model and governing bodies

GRI 2-9, 405-2 ESRS GOV-1

Mota Engil has adopted a reinforced Latin/classical governance model, comprising a Board of Directors, Supervisory Board and a Statutory Auditor, who does not sit on the Supervisory Board. The Board of Directors is the body responsible for all administrative measures relating to the corporate purpose, determining the strategic direction and pursuing the assignment and general supervision of the actions of the Executive Committee and the specialist committees it sets up. The other two bodies are responsible for supervision.

The function of the Remuneration Committee is to define the policy for the remuneration of the corporate officers, setting the applicable remuneration taking into account the duties performed, their performance and the company's financial situation.

GOVERNING BODIES

Chair Carlos António Vasconcelos Mota dos Santos

Vice-Chairs

António Manuel Queirós Vasconcelos da Mota Gonçalo Nuno Gomes de Andrade Moura Martins Wang Jingchun

Permanent members

Manuel António da Fonseca Vasconcelos da Mota José Carlos Barroso Pereira Pinto Nogueira Maria Paula Queirós Vasconcelos Mota de Meireles João Pedro dos Santos Dinis Parreira Ping Ping Tian Feng Di Xiao Vai Tac Leong Ana Paula Chaves e Sá Ribeiro Francisco Manuel Seixas da Costa Isabel Maria Pereira Aníbal Vaz Paulo Sacadura Cabral Portas Helena Sofia da Silva Borges Salgado Fonseca Cerveira Pinto

Chair José António Ferreira de Barros

Permanent members

Susana Catarina Iglésias Couto Rodrigues de Jesus

Cristina Maria da Costa Pinto

Alternate member

Carlos Manuel Pomar dos Santos Neves de Matos

BOARD OF DIRECTORS SUPERVISORY BOARD EXECUTIVE COMMITTEE

Chair Carlos António Vasconcelos Mota dos Santos

Vice-Chair Manuel António da Fonseca Vasconcelos da Mota

Permanent members

José Carlos Barroso Pereira Pinto Nogueira (CFO) João Pedro dos Santos Dinis Parreira Di Xiao

BOARD OF THE GENERAL ASSEMBLY STATUTORY AUDITOR AND EXTERNAL
AUDITOR
BUSINESS UNITS
(Sub-Holding)
Chair Pricewaterhousecoopers & E&C Europe
António Cândido Lopes Natário Associados, SROC Horácio Sá
Secretary Represented by: E&C Africa
Rui Jorge Teixeira de Carvalho Pedroto António Joaquim Brochado Correia or
Catarina Isabel Vieira Pereira
Eduardo Pimentel
E&C Latin America
João Pedro Parreira
COMPANY SECRETARY
Chair Environment
Ivone Santos Martins Emídio Pinheiro
Alternate member
Patrícia Santos
Capital
José Pedro Freitas
MEXT
Sílvia Mota
Martifer
Arnaldo Figueiredo

Information about the constitution and characterisation of our Board of Directors is highlighted in the following pages.

CHARACTERISATION OF THE BOARD OF DIRECTORS

71% Portuguese 29% Chinese

Average age 55 years

Age range 37-74 years

Members Independence

5 Executive members 65% Non-independent members 12 Non-executive members 35% Independent members

Gender Average time in office

55% Average ratio of women to men (6:11) 6 years overall average, simple average ranging from 0 to 22 years 35% Women 7 for less than 1 year 65% Men 3 for between 1 and 5 years 2 for between 5 and 10 years Nationality 3 for more than 10 years

CHARACTERISATION OF THE SUPERVISORY BOARD

3 Members

66% Women 33% Men

Nationality 100% Portuguese

Average age 56 years

Age range 39-80 years

More detailed information can be found in the Report on Corporate Governance Practice

Members Independence

100% Independent members

Gender Time in office 4 years overall

ME
NA
CARLOS ANTÓNIO
VASCONCELOS MOTA
DOS SANTOS
ANTÓNIO MANUEL
QUEIRÓS
VASCONCELOS DA
MOTA
GONÇALO NUNO
GOMES DE
ANDRADE MOURA
MARTINS
WANG JINGCHUN MANUEL ANTÓNIO
DA FONSECA
VASCONCELOS DA
MOTA
JOSÉ CARLOS
BARROSO
PEREIRA PINTO
NOGUEIRA
MARIA PAULA
QUEIRÓS
VASCONCELOS
MOTA DE MEIRELES
JOÃO PEDRO
DOS SANTOS
DINIS
PARREIRA
PING PING
POSITION Chair,
1 year in office and 11
years on the board
Vice-Chair,
1 year in office and 23
years on the board
Vice-Chair, 13 years in
office and 15 years on
the board
Vice-Chair,
2 years in office and
on the board
Board member,
7 years in office and
on the board
Board member,
less than 1 year in
office and on the
board
Board member,
23 years in office and
on the board
Board member,
less than 1 year in
office and on the
board
Board member,
2 years in office
and on the board
TYPE Executive and non
independent member
Non-executive and non
independent member
Non-executive and
non-independent
member
Non-executive and
non-independent
member
Executive and non
independent member
Executive and non
independent
member
Non-executive and
non-independent
member
Executive and
non-independent
member
Non-executive and
non-independent
member
BIOS Portuguese
45 years old
Portuguese
69 years old
Portuguese
58 years old
Chinese
60 years old
Portuguese
37 years old
Portuguese
41 years old
Portuguese
65 years old
Portuguese
54 years old
Chinese
43 years old
MIC
ACADE
Bachelor's Degree in Civil
Engineering from the
Faculty of Engineering at
QUALIFICATIONS
the University of Porto
MBA from the Faculty of
Engineering at the
University of Porto
Bachelor's Degree in Civil
Engineering (transport
links) from the Faculty of
Engineering at the
University of Porto
Bachelor's Degree in
Law from the Faculty
of Law at the
University of Lisbon
Postgraduate Degree
in Management from
the Instituto Superior
de Gestão (Higher
Institute of
Management)
3-year Bachelor's
Degree in Engineering
(construction of
highways and
expressways) from
the University of
Chang'an
Master's Degree in
Civil Engineering from
University of College
London
Bachelor's Degree in
Economics from the
Faculty of Economics
and Business from
the Portuguese
Catholic University
Bachelor's Degree in
Civil Engineering from
the Faculty of
Engineering at the
University of Porto
Bachelor's Degree
in Law from the
Faculty of Law at
the University of
Lisbon
Postgraduate
studies in
Business from the
Portuguese
Catholic
University
3-year Bachelor's
Degree in Law
from the Chinese
University of
Political Science
and Law
Master's Degree in
Law from the
Chinese University
of Political Science
and Law
PORTFOLIOS Legal affairs, Institutional
relations, Communication
and image, Investor
relations, Compliance,
Sustainability, Corporate
risk and HR strategy
Commercial and
business development
and Security, health,
environment and
quality
Corporate finances,
Business control,
Corporate taxation
and
IT & digital transition
Strategic Planning
and M&A
ME
NA
TIAN FENG DI XIAO VAI TAC LEONG ANA PAULA CHAVES
E SÁ RIBEIRO
FRANCISCO
MANUEL SEIXAS DA
COSTA
ISABEL MARIA
PEREIRA ANÍBAL
VAZ
PAULO SACADURA
CABRAL PORTAS
HELENA SOFIA DA
SILVA BORGES
SALGADO FONSECA
CERVEIRA PINTO
POSITI
ON
Board member,
2 years in office and on
the board
Board member,
2 years in office and on
the board
Board member,
1 year in office and on
the board
Board member,
5 years in office and on
the board
Board member,
5 years in office and on
the board
Board member,
2 years in office and on
the board
Board member
less than 1 year in office
and on the board
Board member,
5 years in office and on
the board
TYPE Non-executive and non
independent member
Executive and non
independent member
Non-executive and
independent member
Non-executive and
independent member
Non-executive and
independent member
Non-executive and
independent member
Non-executive and
independent member
Non-executive and
independent member
Sits on the board as
independent lead
director
BIOS Chinese
51 years old
Chinese
47 years old
Chinese
61 years old
Portuguese
50 years old
Portuguese
75 years old
Portuguese
58 years old
Portuguese
61 years old
Portuguese
53 years old
MIC QUALIFICATIONS
ACADE
Master's Degree in Civil
Engineering from the
University of Tsinghua
3-year Bachelor's
Degree in International
Accounting from the
Shanghai University of
International Studies
Master's Degree in
Accounting from the
University of Economics
and International
Business
Shared administrative
Bachelor's Degree in
Mathematics from the
University of Waterloo
PhD in Law from the
University of Beijing
Bachelor's Degree in
Business Management
and Administration
from the Portuguese
Catholic University
Bachelor's Degree in
Social and Political
Sciences from the
University of Lisbon
Bachelor's Degree in
Chemical Engineering
(processes and
industry) from the
Instituto Superior
Técnico (Higher
Technical Institute)
MBA specialising in
Business from Nova
University Lisbon
Bachelor's Degree in
Law from the
Portuguese Catholic
University
Bachelor's Degree in
Business Management
and Administration
from the Portuguese
Catholic University
MBA from the
Portuguese Catholic
University
Master's Degree in
Business Operations
Management from the
Catholic University
PhD in Business Studies
from Warwick Business
School
PORTFOLIOS and technical services

1.2.5 Risk management

The risk management process is an integral part of the internal control system and consists of developing management policies and procedures aimed at ensuring value creation, asset safeguarding, employee protection, law and regulation compliance and an environment of control that assures fulfilment of ethical values, business targets and the Group's strategic objectives, as well as the reliability of information reported.

Therefore, Mota-Engil Group's management risk is based on an integrated and transversal process designed to be evolutionary in the permanent identification and control of exposure to the different types of risks inherent to its activity, bearing in mind the diversity of businesses and geographies that the Group is present in, and selecting and implementing options to treat the main risks.

In this chapter, we present the structures responsible for analysing and monitoring the risk management process, its principles, stages and components, and, lastly, the main risks the Group is exposed to.

Governance and Organisation

Mota-Engil Group's overall risk management is the responsibility of the Executive Committee of Mota-Engil SGPS and the governing and audit bodies of the companies that comprise it. With regard to the Executive Committee, corporate risk is the responsibility of an executive director.

In addition, there is also a specialised Risk and Internal Audit Committee normally composed of 1 (one) independent director, a chair, and 2 (two) ordinary members who cannot be executive directors, thereby ensuring its independence. This committee, which answers to the chair of the board of directors, has the following main powers:

  • i) Monitoring the Group's business, ensuring an integrated and permanent analysis of the risks associated with it;
  • ii) Proposing and overseeing the implementation of concrete measures and procedures related to controlling and cutting the risks in the Group's activity aimed at improving the management of the internal control system and risk system;
  • iii) Verifying the implementation of adjustments to the internal control risk management system proposed by the Audit Committee;
  • iv) Issuing an opinion on the Group's risk matrix whenever it is updated or when substantial changes occur in external environmental risks and/or operational risks;
  • v) Assessing the risk management strategies defined at corporate level and implementing corporate risk management policies in the business divisions;
  • vi) Monitoring the risk assessment associated with selected projects;
  • vii) Approving the annual internal audit plan in accordance with the materiality, relevance and opportunity of the risks identified;
  • viii) Issuing reports with recommendations, if applicable, in the wake of each internal audit conducted by the internal audit function;
  • ix) Monitoring the implementation of the recommendations contained in the internal audit reports and opinions according to information regularly received about their state of execution;
  • x) Monitoring external audits and commenting on audit reports;
  • xi) Monitoring inspections of the regulatory authorities and other authorities;
  • xii) Promoting an environment and culture of compliance with internal policies by the Group's companies, as well as the rules and procedures related to the corporate values, namely the Code of Business Ethics and Conduct; and
  • xiii) Monitoring the compliance with the Procedure for Reporting Irregularities, namely ensuring whistleblower rights.

Mota-Engil's corporate and management model establishes a structure of accountability for risk management based on three lines of defence.

The third line, comprising the internal audit, covers all areas, processes and activities of the Group companies and is aimed at contributing to attaining the strategic objectives, assessing conformity and continual improvement of the effectiveness of the internal control of the Group's management processes, based on the prevention and mitigation of control risks that may lead to the risk of financial loss, and promoting the respect of the Group and its employees for all standards applicable through an independent process in conjunction with all of its organic units.

Corporate functions and global platforms are included in the second line of defence. Its function is to establish specific control norms for internal risks – monitoring and guiding the behaviours and decisions of people within the norms and rules established to prevent risks – and for external risks that may arise from the context outside the organisation and are outside its influence or control and may impact on the Group's strategic objectives or business targets.

In addition, the function of corporate risk, which is also part of the second line of defence, is responsible for defining the risk management policy and ensuring its proper functioning, assuring that the Group is aware of its main risks, supporting the analysis of the appetite for risk and respective definition of limits, and of the implementation of a cascading risk management process in the organisation via the structure defined to promote good execution, accountability and culture.

Equally, the corporate compliance function's purpose is principally to guarantee the universal application and conformity with established compliance practices and rules throughout the Group and to ensure they are updated. It takes action to prevent and mitigate compliance risks, which may lead to the risk of legal or regulatory sanctions and financial or reputational loss as a result of failing to comply with the application of laws, regulations and the Code of Business Ethics and Conduct, and promotes an environment of integrity and culture of compliance with regulatory benchmarks and norms related to the ethical principles and values of the entire Group.

The first line of defence is performed by the business divisions, markets, companies and projects which are responsible for frontline risk management. These perform a key role in managing risks as they normally have a closer relationship with them and are, therefore, continually faced with their assessment, evaluating the quantity of risk to accept and defining risk treatment options. These decisions must bear in mind the risks involved not only for the business divisions, market, company or project, but also the wider risk impact on the Group as a whole.

In order to ensure constant strengthening of the internal control system, process integration and its compliance in terms of the three lines of defence, monthly meetings with the corporate areas of Internal Audit, Risk and Compliance are also held aimed at reflecting on the Group's level of exposure to risk and assessing compliance with existing and applicable standards.

It should also be mentioned that Mota-Engil's risk management integrates all organisational processes and decisions rather than being an isolated activity separate from the Group's main operations. Risk management and control is monitored by the board of directors, heads of the business divisions, global service-sharing and technical services and the corporate functions.

Therefore, the main risks the Group is exposed to are overseen by the internal reporting of the heads of the business divisions and by the reports, opinions and recommendations of the aforementioned committee in combination with the information provided by the holders of the corporate functions and global platforms.

Principles of Risk Management

The general principles of the risk management policy are the following:

  • i) To ensure that risk is managed systematically and as effectively as possible in different corporate processes, business divisions, markets, companies and projects;
  • ii) To use a comprehensive process of risk management and a common language;
  • iii) To integrate management and discussion of the risks in the general culture of the organisation;
  • iv) To provide clarity about the levels of risk and appetite for risk in a way that facilitates business decisions;
  • v) To establish reporting mechanisms that allow a flow of transparent communication, ensuring the timely reporting of emerging risks to the heads of corporate processes, critical risks to top management and strategic risk issues to the Executive Committee of the Mota-Engil Group;
  • vi) To establish an accountability structure via the three lines of defence; and
  • vii) Continually improving risk management and the Group's overall resilience.

Stages in the Risk Management Process

Mota-Engil's risk management process applies to various integral components of the risk management structure that were developed to achieve specific objectives, as well as to fit the external and internal context they are applied in.

Within each component, the Group's risk management process incorporates four key stages:

  • i) Risk assessment: Risk identification, analysis and assessment;
  • ii) Risk treatment: Selection and implementation of options for facing risk;
  • iii) Monitoring and revision: Ensuring and improving the quality and effectiveness of the design, implementation and results of the processes; and
  • iv) Recording and reporting: Documentation and communication of the process and results.

Processes comprising risk management

The Group's transversal risk management structure, coordinated by the corporate risk function, consists of four components:

i) Transversal risk matrix

The transversal risk matrix and respective reporting consist of a bottom-up and top-down process to support informed decision-making about risk at the level of the Group's Executive Committee and to ensure effective dialogue on risk between management teams, thus providing leadership and guidance.

Furthermore, the Risk and Internal Audit Committee issues an opinion on the Group's risk matrix whenever it is updated annually or when substantial changes occur to the external environment risks and/or operational risks.

Therefore, the Group's transversal risk matrix is a working tool for systematic monitoring of the level of implicit risk in the different aspects the Group is exposed to – Strategic, Business, Economic and Financial, and ESG.

The Executive Committee defines the following key stages in the development and maintenance of the transversal risk matrix:

i) Identification of the main risks that may impact on the Group's operational and strategic objectives;

ii) Establishment of indicators (KPI and KRI) and their relationship to these risks;

iii) Definition of the levels of risk appetite for each KPI/KRI and establishment of limits on risk-taking by the organisation; and

iv) Establishment of strategies and options for treating and monitoring the results.

This process is also characterised by the following macro-activities:

  • i) Collection of data about the KPIs/KRIs defined: Control of the risks defined as priorities;
  • ii) Assessment of the risk levels identified in the KPIs/KRIs: Prioritisation of actions;
  • iii) Estimate of the impact and probability associated: Deepening of the risk analysis;
  • iv) Selection and implementation of risk treatment options: Minimising risk exposure; and
  • v) Presentation of reports and discussion by the Executive Committee.

In addition, the corporate risk function produces quarterly reports on the transversal risk matrix that are presented to the Executive Committee, thus allowing the main recommendations issued to be analysed and decisions taken on the necessary actions to mitigate the main risks signposted, with each report also being shared with the Risk and Internal Audit Committee.

The procedure of constant follow-up and quarterly reporting allow for the introduction and description of the levels of exposure to each of the main risks identified over the year, as well as the mitigating measures implemented.

ii) Registering business risk

Recording business risk consists of a bottom-up risk management process to ensure comprehensive identification and the prioritisation of all critical risks and opportunities, as well as the definition and implementation of treatment options and a contribution to a robust risk culture throughout the organisation.

Therefore, the inventory of risk events and opportunities was created on the basis of cooperation between the business divisions and the heads of the Group's corporate processes, from the perspective of association aligned with its strategic objectives and coordinated by the corporate risk function. Based on this inventory, each company undertakes an analysis of the events that may be a source of risk and opportunities and later develops the respective treatment plans to mitigate/enable compliance with the strategic objectives. In its planning and implementation, as well monitoring and revision, there may exist a basis of cooperation between the frontline of the business and the business divisions and the heads of corporate processes.

iii) Project risk management structure (PRFMF)

The PRFMF is the basis for the risk and opportunity management of a project through its lifecycle, from identifying the commercial opportunity to project completion and hand over to the client.

Risk analysis during the tender and execution phases through Risk Cloud produces qualitative and quantitative results that fuel a set of key risk indicators (KRIs) which empower top management by providing relevant information for future business decision-making.

iv) Mota-Engil global risk survey

The Mota-Engil global risk survey is based on a list of long-term emerging risks that are not included in the Group's active risk management whose critical nature top management and certain focal points are invited to assess for their potential inclusion in the Group's risk management.

On 31 December 2023 and during the year ending on that date, the main risks faced by the Group were as follows:

Risks related to the Ukraine and Israeli-Palestinian wars

The current conflicts in Ukraine and Palestine are a source of great concern and represent one of the main uncertainties for the global economy, insofar as these geographically regional events have had and may continue to have global repercussions, such as supply chain disruptions and fluctuating prices on food, fuel, fertiliser and other commodities.

The war in Ukraine, whose end is still not in sight, remains a topic of discussion with regards to military and financial support by the EU and the USA.

Due to Israel's significant role in the global supply chain, as an important Middle Eastern commercial hub, the conflict in Palestine is having various negative impacts on the global economy, namely via commercial networks and commodity markets.

The tensions and disruptions caused by these two conflicts and their continuation and potential escalation may increasingly affect trade, production, fees, and tax policies worldwide and negatively impact on the normal functioning of supply chains, causing a setback in the globalisation process through greater protectionism in countries engaged in international trade.

Given the aforementioned impacts, any of the situations described may have an adverse material impact on Mota-Engil Group's business, finances and operating results.

Cyclical risks

Each country's risk, measured against the different aspects of each market where the Group operates, is associated with specific changes or disturbances of a political, economic, or financial nature that may hinder the achievement of the Group's strategic objectives.

With a diversified geographical exposure and a very mature presence in its most representative markets, the Group has still sought, over the past few years, to expand in countries in the regions where it operates, allocating the ultimate responsibility to the Executive Committee and Board of Directors for providing the necessary validation for any investment project in new markets. Although complemented by technical, economic, and financial analysis, this constitutes an organisational premise that promotes a system of effective internal control which can mitigate risks and promote strategic alignment at all levels of the Group.

Although in an economic context that continues to be difficult and uncertain, 2023 was marked by a slow and unequal recovery from the impacts resulting from Covid-19 and the armed conflict in Ukraine, with the economy still far behind its pre-pandemic levels in emerging and developing economies especially.

The global economic recovery faced various obstacles, most notably: geoeconomic fragmentation that has restricted the flow of commodities, causing greater price volatility and affecting environmental transition; unprecedented and comprehensive financial sanctions; an increased global food crisis; constraints in natural gas and oil supply (and consequent price rises), as well as disruption in distribution and transport chains; more restrictive monetary policy to cut inflation; extreme climate events; higher debt servicing costs leading, in developing countries especially, to a high risk of indebtedness; and, in the last quarter of the year, a new conflict (Israel-Palestine), causing negative impacts in the global economy with regard to trading networks and the commodities market.

Therefore, the world is currently living through a uncertain time that is more prone to shocks, of which the geopolitical tensions are a larger example of, which is having a particular impact on some rising commodity prices.

Following on from the above, according to the IMF global growth is projected to slow from 3.5% in 2022 to 3% in 2023 and then rise slightly to 3.1% in 2024, remaining below the average for 2000–2019 (3.8%). For advanced economies, the slowdown predicted is 2.6% in 2022, 1.5% in 2023 and 1.4% in 2024. For emerging and developing economies, the growth predicted is 4.1% in 2022 and 4% in 2023 and 2024.

Also, according to the IMF forecasts, inflation is predicted to fall from 8.7% in 2022 to 6.9% in 2023 and 5.8% in 2024, which leads us to believe that monetary policies in the most advanced economies will be looser in coming months.

Although the European economy has experienced a rise in the cost of living, weak external demand, and monetary restrictions, it is predicted to see a gradual recovery in growth in the future. Therefore, the latest European Commission forecasts, although revising EU GDP growth downwards in comparison with its June projections, foresee GDP growth in 2023 of 0.5% both for the average for the 27 EU countries and in the 20 member states using the euro (Euro Zone). For 2024, GDP growth is estimated to be 1.3% for the EU and 0.9% for the Euro Zone.

For Portugal, the IMF projects GDP growth of 2.3% in 2023 and 1.5% in 2024.

For Latin America, the IMF projects a growth of 2.5% in 2023 (4.1% in 2022) and 1.9% in 2024. The fall in the rate of growth between 2022 and 2023 was caused by the effect of tighter monetary policies as well as a weaker external environment, namely with regard to some commodity prices.

In addition, Latin America, Brazil and Mexico saw a higher economic growth in 2023 than projected, driven by the dynamic performance of agriculture, the resilience of services and higher consumption supported by fiscal stimuli, in the case of Brazil (growth of 3.0% in 2022, 3.1% in 2023 and 1.7% in 2024), and fruit of the post-pandemic recovery in the construction and services sectors and resilient demand in the USA, in the case of Mexico (growth of 3.9% in 2022, 3.4% in 2023 and 2.7% in 2024). In the case of Peru, a drop in growth was projected from 2.7% in 2022 to 1.1% in 2023 and 2.7% in 2024, while for Colombia this drop was predicted to be from 7.3% in 2022 to 1.4% in 2023 and 2% in 2024.

In Sub-Saharan Africa, growth was projected to hit 3.3% in 2023 (a reduction from 2022) and 3.8% in 2024. This reduction is essentially related to the worsening of climate shocks, the global slowdown, and various problems in internal supply, specifically in the energy sector.

Furthermore, it is foreseen that growth in Nigeria will slow from 3.3% in 2022 to 2.9% in 2023 and 3.1% in 2024, partly due to lower oil and gas production and the negative effects of high inflation in consumption. In South Africa, growth is projected to fall from 1.9% in 2022 to 0.6% in 2023 heavily due to the energy scarcity affecting the country. Finally, projections for other African countries where the Group operates are as follows: (i) slowing growth in Angola, down from 3% in 2022 to 1.3% in 2023 and rising to 3.3% in 2024; (ii) slowing growth in the Ivory Coast, down from 6.7% in 2022 to 6.2% in 2023 and rising to 6.6% in 2024; and (iii) rising growth in Kenya, up from 4.8% in 2022 to 5% in 2023 and 5.3% in 2024.

Specific risks in the sectors and markets where Mota-Engil Group operates

Mota-Engil, as a holding company, directly and indirectly manages its subsidiaries with operations in diverse sectors, including engineering and construction, waste collection and treatment, energy production and commercialisation, management of transport infrastructure concessions and the provision of industrial engineering services in various markets and regions (Europe, Africa and Latin America).

Compliance with Mota-Engil's obligations depends on the funds made available by its subsidiaries and through which it acts indirectly, namely, to distribute dividends, pay interest, repay loans, etc.

The ability of these subsidiaries to provide Mota-Engil with these funds will partly depend on their ability to generate positive cash-flow in their operational activities, which are particularly subject to the specific risks of the sectors and markets they operate in, which are detailed as follows.

A significant part of Mota-Engil Group's companies dedicated to the engineering and construction sector depend, with regard to the formation of their costs structure, on the change in the international price of some commodities, such as oil, steel and cement, and the change in local prices, specifically wage costs. Although there are price balancing mechanisms stipulated in its client contracts, adverse variation and increased price volatility may have a negative impact on the Group.

Furthermore, the Group companies are subject to risks of a contractual nature, given that they provide most of of their services under specific contracts framed by sectoral legislation and regulations, which, in turn, depend on the obtaining of a general licence and specific permits for certain activities/tasks. The occurrence of delays or contractual violations can have serious adverse effects on the contractual management and non-compliance with the contracts signed.

In addition, the Group is exposed to risks associated with the supply and logistics chains in its markets (especially in Africa and Latin America). These risks are of particular relevance, comprising the logistical component of transporting people, equipment, parts, and materials (diesel, iron, cement, etc.), an important challenge during large building projects as it is necessary to predict their cost and completion time as reliably as possible in the budgets and deadlines provided to clients. Supply chain suspension or delays can adversely impact the progress of projects and provision of services in the aforementioned markets.

In Latin America, due to the type of terrain, the Group's activities create added execution risks, with mining work or construction and maintenance of infrastructure frequently occurring at altitudes above 2,000 or even 5,000 metres, which complicates the transport of the respective means of production and has consequences in terms of productivity.

Therefore, the profitability aims stipulated by the Group with regard to engineering and construction projects differ from region to region depending on the circumstances and the specific contexts and are more demanding for regions requiring more of the company's own production resources and capital.

Similarly, the Group companies engaged in other business sectors, namely waste collection, and treatment, depend, as regards the formation of their cost structure, upon evolving international commodity prices, with the emphasis on oil, as well as, in a highly sensitive and direct manner, evolving local prices, particularly labour. Both variables – the price of oil and the local price of labour – are necessarily monitored in detail in the various countries where the Group operates in this sector.

Risks related to Mota-Engil Group's commercial operations

Demand for engineering and construction services in the markets where the Group operates depends on the level of public and private investment in these markets.

In the medium term, the high level of indebtedness of some states and private entities may have a negative impact on investment in infrastructure.

Public investment in new infrastructure projects depends on the political cycles in each market, the respective budgetary policies in place at any one time and the macroeconomic context, factors which the Group does not control or shape. The investment in public-private partnerships also depends on the public investment strategy in each market and the conditions in national and international financial markets.

Private investment in infrastructure depends, among other factors, on evolving international prices for some commodities, in particular the price of oil, gas and minerals in general, which the Group does not control or shape.

In addition, the Group companies engaged in the engineering and construction sector are exposed to a significant degree of competition. The size of many of the projects undertaken in Africa and Latin America attract various international companies within the sector, increasing the competition in these markets and leading to adverse impacts on the Group's chances of being contracted to undertake them.

Greater competition increases the pressure on market prices and, consequently, on margins, which may to some extent have continued effects on time, depending on the market's size and maturity, the growth verified and the expectations and behaviours of the economic agents operating in the sector.

However, the Group's companies have demonstrated a capacity to maintain a market position that is not based purely on price, harnessing its experience, technical and human capacity, and high standards of quality, environmental practices, safety and compliance. In addition, these differentiating factors have allowed the Group to enhance the trust and loyalty of our clients continually and sustainably, expressed not only in its stable and growing base and repeat work from its clients but also by its replication with multinational clients in geographies where they and the Group operate.

Risks related to Mota-Engil Group's financial operations

The Group, due to its geographic diversification, operating in 3 continents and 21 countries, is exposed to a variety of financial risks, pertaining particularly to interest rates, exchange rates, liquidity and credit. These financial risks result from the Group's activities and give rise to uncertainties as to the capacity to generate cash-flows and returns adequate enough to pay off the equity.

The Group's financial risk management policy aims at reducing impacts and adverse effects deriving from the uncertainty that characterises financial markets. This uncertainty, reflected in various facets, demands special attention and concrete and effective management measures.

Financial risk management is coordinated by the corporate finance function, which coordinates and monitors treasury and debt portfolio management, with the aid and support of the corporate business control function and is carried out according to and in compliance with the guidelines approved by the board of directors advised by the Risk and Internal Audit Committee, while remaining the responsibility of the boards of directors of each of the Group business divisions.

The Group's position as to the management of financial risks is cautious and conservative, using, when advisable, hedge instruments, always considering that these are related to the normal and current activity of the company, never taking positions in derivatives or other financial instruments of a speculative nature.

The various types of financial risks are interconnected, and the various management measures adopted are aimed at ensuring achievement of the same objective, i.e. safeguarding assets, and reducing the volatility of cash-flows and expected yields.

Interest rate risk

The Group's financial debt, mostly denominated in euros, is index linked to interest rates whose variations can result in losses.

The interest rate risk management policy aims to optimise the cost of debt and to obtain a reduced level of volatility in financial fees, i.e. it is intended to control and mitigate the risk of losses deriving from variations in the interest rate index linked to the Group's financial debt. It should be noted here that the strategy of allocating debt to local markets, close to where cash-flow is generated, has contributed to diversify the currencies in which debt is held, even if these remain substantially in euros and US dollars or index linked to them.

As far as interest rate risk is concerned, continued tight monetary policies to fight inflation led central banks to raise their key interest rates to high levels in 2023, which has created major challenges for the refinancing of company debt, as well as a disincentive to investment. This context may negatively impact future economic development, a factor which will also affect Mota-Engil, mainly in emerging markets with high interest rates.

Therefore, the Group continues to conduct timely analysis and assessment of using instruments to hedge against future changes in interest rates.

Exchange rate risk

Considering its geographical diversity, the Group operates its businesses on an international scale through various companies and entities, a positioning which gives rise to the Group's exposure to different currencies and, consequently, to interest rate risk.

It should be noted that, regarding analysis of exchange rate risk, there is a continuous and systematic monitoring of the variations to which the Group is subject. This monitoring is the responsibility of the corporate finance and business control functions, which consolidate and report the information from all companies operating in the different geographies, in terms of cash flows, balances and debt.

Besides the euro, the main currencies to which the Group is exposed are the US dollar, Malawian kwacha, Angolan kwanza, Mozambican metical, Peruvian novo sol, Colombian peso, Mexican peso and Brazilian real.

The exchange rate risk management policy is aimed at reducing volatility in investments and operations conducted in foreign currencies (currencies other than the euro) to reduce the sensitivity of profit and loss to exchange rate fluctuations.

The Group's exchange rate risk takes two forms:

  • ꟷ Transaction risk risk associated with cash flows and the values of the financial instruments recorded in the financial position statement, in which changes to exchange rates have an impact on the results and cash flows.
  • ꟷ Translation risk risk associated with fluctuations in the value of equity invested in the Group's foreign companies due to exchange rate changes.

Contracts with customers, financial debt, wages, subcontracts, purchase of equipment and overall supplies constitute commitments which, when carried out in a currency other than the euro, are associated with an exchange rate risk. As a result, adverse exchange-rate fluctuations may give rise to a change in the relative value of the net assets whose payment currency differs from the Group's functional currency.

In terms of exchange rate risk management, the aim, whenever possible or advisable, is to carry out natural hedging of exposed values by resorting to financial debt denominated in the same foreign currency as that of the values at risk. Whenever this is not possible or adequate, other operations based on derivative instruments should be contracted or carried out and structured to minimize costs, namely for hedging risks in future exchange rate transactions with a high degree of certainty as to the amounts and date of realisation. Furthermore, it should be highlighted that a significant part of the contracts executed by the Group is denominated in euros or US dollars, with the exchange rate being linked, whenever possible, to the value of the contract recorded in national currency so as to eliminate any volatility risk leading to a loss of value.

Liquidity risk

Liquidity risk is defined as the risk of lack of capacity on the part of Group companies to settle or fulfil their obligations within the established time period. In this regard, the management of this risk consists of the maintenance of an appropriate level of funding, as well as the negotiation of credit limits that ensure the financial means necessary to resolve commitments at the moment they fall due.

The Group's companies engaged in the engineering and construction sector exhibit more important liquidity needs, given the payment deadlines observed in the industry from the moment the works are executed to their conversion into cash.

The Group's liquidity risk management policy is aimed at ensuring that there are sufficient available funds (balances and incoming cash flows) at any given moment in the Group to respond, in due time, to all of its financial commitments (outgoing cash flows).

Obtaining high levels of financial flexibility, fundamental for managing this risk, has been achieved by adopting the following management measures:

  • Establishment of partnership relationships with the financing entities, ensuring their financial support for the Group from a medium and long-term perspective, regardless of the context that may shape the business;

  • Hiring and maintenance of short-term surplus credit lines that are constituted as liquidity reserves, available to be used at any moment;

  • Carrying out of strict financial planning by company, supported by the periodic drawing-up and revision of cash budgets, enabling the early prediction of future cash surpluses and deficits;

  • Financing of medium- and long-term investments, adapting debt maturity and the payment plan for responsibilities deriving from financing to the ability to generate cash flows in each project or company;

  • Starting the negotiation process for refinancing medium and long-term loans falling due at least one year in advance of their respective maturity;

  • Procurement of medium-term and long-term financing so as to reduce its dependence on more volatile short-term funds and to immunise itself to some extent against circumstantial factors in financial markets;

  • Escalation of financial debt maturity over time in the aim of extending the average debt maturity to align it more closely with the release cycle and the degree of permanence of some long-term assets held by Group;

  • Search for new financing sources and new financiers with the purpose of:

  • Geographical diversification fundraising in the various markets in which the Group operates; and

  • Diversification of debt instruments fundraising from alternative sources, strengthening the strategic goal of greater disintermediation.

The new Strategic Plan "BUILDING 26 | For a sustainable future" makes sustainability and innovation one of Mota-Engil Group's priorities which, allied to 4 other goals, will allow the Group to establish itself as a global company focused on delivering value to all stakeholders sustainably.

This sustainable development guideline is increasingly seen as a critical factor in the investment decisions of market participants, in the focus of regulators and supranational institutions' actions and in the scrutiny by society in general. Financial performance ceased to be the only, and at times most important, factor in assessing companies. Profit is no longer seen as a company's purpose per se but rather the result of identifying and materialising a purpose via which the company can benefit society.

Mota-Engil Group's purpose is to deliver value for everyone sustainably. It is included in its new Strategic Plan and supported by specific sustainable development goals that will certainly bring new opportunities to access new financing solutions and to broaden the Group's potential financier base.

Continuing its issuing of sustainability-linked bonds, after pioneering the issuing of this type of bond on the retail market in Portugal in 2021 (Mota-Engil Bonds 2026), Mota-Engil held two issues of sustainability-linked bonds in 2023: a direct private offer in April of €10 million fully subscribed by an institutional investor – "Sustainability-Linked Bonds Mota-Engil 2023–2027" – and another in December of €50 million subscribed by professional investors – "Mota-Engil Sustainability-Linked Bonds 2023–2028". In addition, it should be highlighted that the latter issue is open for trading on the Luxembourg Stock Exchange. Therefore, these operations have allowed the Group to finance its current operations and international expansion, further diversify its sources of financing and ensure that its debt maturity remains adequate.

Associated with these bond issues is Mota-Engil Group's commitment to reduce the rate of workplace incidents in its projects underway. If the performance target is not reached, an additional payment per bond will be made on the date of final reimbursement.

Credit Risk

Due to the nature of its activities, the Group is exposed to credit risk, i.e. the risk of not receiving, or not receiving in full, its credit claims within the time periods established and/or negotiated to that effect.

The credit risk to which the Group is subject is operational and cash-related in nature and essentially relates to accounts receivable stemming from the normal development of its various activities, with those in Africa, and in particular the Angolan market, meriting special attention.

The significant development of the Group's activity in Africa and Latin America partly stems from the development of a close business strategy, focused on a large and growing number of customers, spread across various business areas and geographical hubs, which has dispersed and mitigated the risk.

In addition, it should be noted that the promoters of some of the largest projects the Group has underway are among the largest private conglomerates in the world which grants added safety where financial robustness and credit hedging is concerned. The growing number of infrastructure projects in the Africa and Latin America regions, supported by multilateral entities acting as financiers of projects promoting economic and social development and the taking-out of credit insurance from reputed and specialised insurance companies, ensures added comfort where credit risk is concerned.

Finally, despite the increased tendency in recent years to develop projects of a larger scope, the Group's commercial relations are widespread and it often relies on advances with regard to these projects that allow its credit risk to be significantly reduced.

Risks related to occupational health and workplace

In the Group's main sector of activity, labour accidents are absolutely indisputable as the Group is subject to legal provisions related to health, workplace safety and labour risks.

Labour health and safety (OHS) management risk is coordinated by the OHS areas in the different Group companies, thus ensuring an effective framework to prevent and minimise accidents and health problems.

To face the imposed challenges associated with the importance of the incidence of labour risks in the various business areas and markets where the Group operates and, on the other hand, the legal requirements associated with OHS, the Group implemented a uniform methodology in all of these areas to identify the hazards and assess the risks in order to order and define adequate control measures.

This methodology is based on an analysis of operations to be carried out, bearing in mind the human resources to be employed, equipment to be used, materials to incorporate and the surrounding factors in order to identify the associated hazards and risks as a result. Once identified, the risks are assessed based on a matrix that associates the probability of risk occurrence with its severity. In line with international best practices and normative guidelines (e.g. ISO 45001:2018), the Group runs proactive risk assessment programmes that act to develop control measures, such as:

  • Initial training in workplace safety carried out during the phase of welcoming and integrating new employees;
  • Information to employees on the risks existing at the workstations and on the preventive conduct to be adopted;
  • Training on team safety management standards;
  • Implementation of collective and personal protective measures;
  • Planning and organisation of occupational health and safety;
  • Implementation of self-protective measures and emergency and accident response;
  • Carrying out of verification audits on safety and health standards;
  • Drawing-up of risk assessments;
  • Investigation and analysis of workplace accidents; and
  • Conducting of health exams.

After implementation, these measures are monitored to ensure continuity, eventual improvement and/or correction of any deviations.

Furthermore, the risk mitigation measures implemented and reinforced since 2020 have been maintained, as well as the transversal information and in-house awareness campaigns as a result of the pandemic.

Finally, it is noted that safety, health, and environment risks are also managed by the Project Risk Management Framework based on environmental hazards and impacts, respectively, on project operations and by activity.

Legal, regulatory and compliance risks

Legal risks are those essentially resulting from the exercise of the Group's own activity, the assumption of legal obligations whose risk has not been adequately evaluated, and/or minimized, which can generate financial impacts or increased litigation, in addition to legal risks arising from the diversity of jurisdictions in which the Group operates, as well as exposure to high levels of litigation.

The legal risk management policy aims to ensure that the Group's companies, in the exercise of their activity, comply with applicable standards and regulations, and that the negotiations and contracting, and M & A transactions, are assessed by inhouse or external lawyers in order to make a preliminary assessment of the legal risk inherent to the operation in question, and also that admissible solutions to limit the risk to acceptable levels are found by the Group's management bodies.

The Group operates in several countries with distinct legal systems and specific local characteristics, and thus the risk arising from this legal diversity is mitigated by the concern to have the projects, negotiations and hiring procedures monitored by local lawyers with knowledge and qualifications in the legal systems in question in order to fulfil all applicable standards and regulations and avoid adverse financial impacts or increased litigation.

The whole Group is monitored from a legal point of view and from the respective risk of labour, administrative, civil, and taxrelated litigation which may result in economic or reputational damage. Moreover, particular attention is given to higher value and higher risk litigation by reporting quarterly information to the respective corporate function by the markets and business divisions, thereby seeking to have at all times thorough and up-to-date information and to ensure that legal situations requiring closer monitoring and intervention in order to minimize their effects, are duly identified.

To minimize the risk of the Group having high levels of litigation, pre-litigation management of disputes is done in order, whenever possible, to obtain out-of-court settlements. Nonetheless, whenever deemed convenient, bearing in mind, namely, the opinion of its lawyers, the Group has disputed claims made against it, resulting in historically lower convictions in recent times.

Considering its presence in different markets (21 countries spread across three continents), the Group ensures, at a technical and operating level, that each company and business division complies with a multiplicity of normative requirements and regulations, both at state and sectoral (business) level, ensuring it is duly qualified technically and legally to execute the projects it proposes in negotiations conducted with its clients and other counterparties.

However, the Group does not control the flow of amendments and reinforcing of obligations or other regulatory definitions it is subject to, nor any changes in interpretation of these obligations and other regulatory definitions.

The Group's companies in the waste treatment and recovery sector owned by EGF are subject to a regulated tariff and the approval of the value of the regulated assets (regulated asset base (BAR)) under which the asset remuneration rate (ARR) is applied by the Water and Waste Services Regulation Authority (ERSAR), which constitutes a complex regulatory context requiring detailed follow-up by EGF itself.

Mota-Engil SGPS is listed on the main index of the Portuguese stock exchange – the PSI-20 – so it is under the supervision of the Portuguese Securities Market Commission (CMVM). As a company quoted on the stock exchange, Mota-Engil SGPS is therefore subject to a specific series of constantly updated laws and regulations.

Also under financial market supervision are the bonds quoted by Mota-Engil SGPS on the Luxembourg Stock Exchange, the supervision of which is the responsibility of the Comission de Surveillance du Sector Financier.

The corporate compliance function has a predominant role in monitoring compliance with the various standards and regulations which the Group is obliged to comply with, thereby mitigating compliance risks. In parallel, the other corporate functions ensure oversight in more specific matters, such as taxation, governance and other non-financial issues.

Assessment of the compliance of policies and procedures, effectiveness of internal controls and support in preventing and mitigating both control and compliance risks, implemented by the Group's management, are subject to verification, which results in an analysis of risk of legal or regulatory sanctions and, financial or reputational loss as a consequence of the failure to comply with the applicable laws and regulations and the Code of Business Ethics and Conduct.

In addition to the Code of Business Ethics and Conduct, Mota-Engil Group is governed by the following in-house norms:

  • Reporting of irregularities procedure;
  • Anti-corruption and bribery, prevention of money laundering and terrorism financing policy;
  • Fair competition policy;
  • Harassment and discrimination policy;
  • Related-party transactions policy;
  • Third-party procedure;
  • Gifts and allowances procedure;
  • Donations procedure;
  • Cash procedure;
  • Conflict of interests procedure.

In addition to the legal and regulatory compliance associated with its activities in each market by Group subsidiaries, each employer is also made aware of the need to run its operations in accordance with the standards set out in the Code of Business Ethics and Conduct which was last revised in December 2023 and is available online at https://www.motaengil.com/sustentabilidade/codigo-de-etica-e-de-conduta/.

Finally, it is also highlighted that the Group has already implemented the necessary procedures to comply with the General Data Protection Regulation and that it permanently monitors this compliance via the Privacy Committee and regional and business Focal Points appointed for that purpose.

Environmental risks

The Group's operations are exposed to environmental risks related to water withdrawal and use, natural resources scarcity, biodiversity impacts, direct and indirect greenhouse gases and others, effluents and waste, and other environmental impacts stemming from the services and products provided.

Transversal management of the environmental risk is the responsibility of the corporate safety, health, environmental and quality (SHEQ) and sustainability functions, and is operationalised by the SHEQ areas of the different Group companies, which are committed to adopting sustainable and efficient practices in all areas of activity.

Therefore, the Group has reinforced its actions to promote responsible and proactive behaviours, distributing shared value to the businesses, environment and society in areas deemed priorities, such as waste management, resources preservation and emissions reduction.

In addition, with a view to the need to adapt to the growing regulatory requirements and recent European norms, EGF initiated a project to manage physical risks and climate-related transition at the end of 2023, in alignment with the Task Force on Climate Related Financial Disclosures (TCFD). This project and its conclusions are intended to be rolled out across Mota-Engil in the future.

The environmental risks that the Group's companies are exposed to can manifest themselves in fines and sanctions applied by governmental bodies, negative reputational impacts, predicted penalties in contracts with clients and costs to remediate the environmental impacts caused.

Notwithstanding this approach to this type of risk, the Group cannot exclude the possibility that they may occur, and, if they do, that they may negatively affect its businesses or the results of its activities.

Technological systems and IT system security risks

Global companies such as the Mota-Engil Group are significantly dependent on the field of information technology (IT) to execute their procedures and operations in the different businesses and geographies they operate in, as well as to ensure due reliability in control and reporting processes. To that end, the Group continuously works towards the standardisation of platforms in order to increase the level of trust in IT use and across-the-board processes.

Given the increasing complexity of the technology infrastructure in the Group, present in different geographies, information security has become an essential function of the IT mission.

Information security governance has different characteristics and its own set of requirements. In this regard, the Group has defined its governance policy in terms of data management, access, identification of profiles, supervision policies and monitoring thereof as a means of support for the internal control system, having also reinforced the security quality of its systems, aligning them with the best international practices.

To that effect, its Disaster Recovery Plan has been monitored so as to improve the capacity to respond to a potential event with an impact on its IT infrastructures.

Any failure in the technological systems and IT systems security may make the Group's companies vulnerable to risks of cyberattacks that may compromise the personal data kept by the companies, accounting and financial data, and strategic information. Any failure in the technological systems and IT systems security may expose the Group's companies to fines and sanctions imposed by the regulators, data recovery costs and disruption in the support areas operational activities.

However, the Group has implemented a governance model for data protection and established regular audits to measure the levels of security and conformity of its technology platforms, thus enabling the definition of safety measures, at the technical and organisation level, to minimise data risks and violations.

Finally, to date, no type of warning, fine or sanction by any government entity or regulator has been verified in this area.

42

OVER 53.000 INSPIRING PEOPLE

1.3 CONSOLIDATED MANAGEMENT REPORT

INTEGRATED REPORT 2023

1.3 Consolidated management report

1.3.1 Comparability of information

In the period ended on 31 December 2023, due to the individualization of a new business area (Mext), the information by segments presented in this report and in the consolidated financial statements was restated so as to contemplate the six current business units of the Group:

Europe - E&C; Africa - E&C; Latin America - E&C; Environment; Capital; and Mext.

Thus, the main changes that occurred in the 2023 period in the business segments of the Group can be summarized as follows:

(i) transfer from the Capital segment to the Mext segment of the real estate companies operating in Portugal and in Central Europe, of the companies operating in solar parks operation and of the companies operating in the mining area; and

(ii) transfer from the Europe - E&C and Africa - E&C segments to the Mext segment of the companies which are developing an agro-forestry project in Angola.

At company level, the main changes that occurred in the 2023 periods in the business segments can be summarized as follows:

  • (i) Transfer of MERE SGPS, Logz and Luso Global Mining, and the respective mixed-ownership companies, from the Capital Segment to the Mext segment;
  • (ii) Transfer of part of Mamaland from the Europe E&C segment to the Mext segment; and
  • (iii) Transfer of part of Mamaland from the Africa E&C segment to the Mext segment.

In addition, in the year ended 31 December 2023, Mota-Engil Group completed the process of calculating and valuing the identifiable assets and liabilities acquired in 2022 (Purchase Price Allocation - PPA) associated with the acquisition with gain of control in the Cua Concession. Accordingly, and as established in IFRS 3, the information contained in this report and the accompanying consolidated financial statements has been restated to reflect the effects resulting from that transaction in 2022 (for more information see Note 1.2 of the notes to the consolidated financial statements).

1.3.2 Economic and financial performance analysis

(*) Includes others, eliminations and intra-group

In the period ended on 31 December 2023, as a result, among others, of the strong momentum in contract awards and benefiting from excellent performance in the engineering and construction area, the Group turnover (**) amounted 5,552 million euros, an increase of around 46% compared to the financial year of 2022 (3,804 million euros), once again reaching a record figure for this indicator. The performance of the Latin America - E&C, Africa - E&C and Europe - E&C business units was particularly positive, all showing double-digit growth (81%, 28% and 31% respectively).

Following on from the above, the Latin America - E&C business unit contributed the most to the Group turnover in 2023, with a contribution of 50% (40% in 2022), followed by Africa - E&C with 27% (31% in 2022) and Europe - E&C with 12% (13% in 2022).

On the other hand, in 2023, the E&C business (excluding the industrial engineering services component) accounted for 82% of the Group turnover (75% in 2022), due in particular to the significant increase in activity in Latin America.

(**) Turnover corresponds to the consolidated income statement by natures caption of "Sales and services rendered"

In the period ended on 31 December 2023, supported by improved profitability in the engineering and construction area, the Group EBITDA reached 837 million euros, an increase of 55% compared to 2022 (541 million euros), which was positively influenced by the performance of Latin America - E&C - growth of 134%, Africa - E&C - growth of 43% and Europe - E&C - growth of 33%. As a result of the evolution of EBITDA and turnover, the EBITDA margin (EBITDA / Turnover) reached 15.1% in 2023 (14.2% in 2022), a figure nonetheless negatively influenced by Latin America - E&C's greater contribution to that ratio, which historically has lower margins than those achieved by Africa - E&C.

On the other hand, in 2023, the E&C business (excluding the industrial engineering services component) represented 75% to the total of the Group EBITDA (58% in 2022).

Regarding EBIT, this amounted 516 million euros in 2023 (244 million euros in 2022), an increase of 112%, which was positively influenced by the increase in EBITDA and negatively influenced by the increase in provisions and impairment losses, part of which were associated with future charges for the guarantee period of projects.

As a result, the EBIT margin (EBIT / Turnover) reached 9% in 2023, an increase of 3 p.p. compared to 2022.

(*) Capex corresponds to the algebraic sum of the increases and disposals of tangible assets, intangible assets and right of use assets during the year, excluding those relating to the concessions business in Mexico (Note 15).

(**) Medium and long-term contracts (LTC) correspond to industrial engineering contracts provided by Africa - E&C and and to the energy business in Latin America - E&C.

In the period ended on 31 December 2023, the Group capex arose 513 million euros (351 million euros in 2022), reflecting the strong growth in activity in 2023, namely with the acceleration of the Tren Maya project in Mexico and some relevant EPC projects in Nigeria, Angola and Guinea, as well as the start-up of medium and long-term contracts, namely in Côte d'Ivoire, South Africa and Senegal.

On the other hand, in the 2023 financial year, the following should be highlighted: (i) the capex/turnover ratio remained stable at 9%; (ii) 76% of the investment made was channelled into medium and long-term contracts and growth investments; and (iii) the Environment business unit made investments of 112 million euros, 87% of which was allocated to the waste treatment and recovery segment (EGF).

At 31 December 2023, net debt1) amounted 1,175 million euros, an increase of 236 million euros when compared to 31 December 2022, essentially due to heavy investment in equipment and concessions and effective working capital management.

At 31 December 2023, net debt plus factoring and supplier payment management operations2) and well as leasing operations3) amounted 1,934 million euros, an increase of 424 million euros compared with 31 December 2022, partly due to the acceleration of the Tren Maya project in Mexico.

Despite the significant growth in activity seen in 2023, net debt has been carefully managed and controlled, which together with the operating performance of the year has allowed the ratio comparing net debt to EBITDA over the last 12 months to reach 1.4x (1.7x on 31 December 2022), in line with the target set in the Group Strategic Plan (below 2.0x).

Gross debt4) plus factoring and supplier payment management operations, as well as leasing operations, amounted 2,796 million euros on 31 December 2023, with an average maturity of 2.3 years, 72% of which was denominated in euros and 61% exposed to variable rates. On the other hand, the ratio comparing gross debt to EBITDA over the last 12 months reached 3.3x (4.5x on 31 December 2022), in line with the objective defined in the Group strategic plan (below 4.0x). On the other hand, on 31 December 2023, the average cost of gross debt plus factoring and supplier payment management operations, as well as leasing operations, as a result of the mix of financing obtained in different currencies and a context of higher interest rates, reached 7.6% (5.4% on 31 December 2022).

In addition, as at 31 December 2023, the Group had contracted and unused credit lines of around 504 million euros, bringing the total amount of liquidity5) to 1,365 million euros, equivalent to the non-renewable liabilities falling due in the next 3 years.

Lastly, in the year ending 31 December 2023, already net of dividend distributions made to shareholders, the Group strengthened its equity by around 192 million euros.

4) Gross debt corresponds to the algebraic sum of net debt with the balances of the following captions of the consolidated statement of financial position: "Cash and cash equivalents without recourse – Demand deposits", "Cash and cash equivalents with recourse – Demand deposits", "Other financial applications" and "Other financial investments recorded at amortised cost".

5) Liquidity corresponds to the algebraic sum of the following captions of the consolidated statement of financial position: "Cash and cash equivalents without recourse – Demand deposits", "Cash and cash equivalents with recourse – Demand deposits", "Other financial applications" and "Other financial investments recorded at amortised cost" with the amount of contracted but not used credit lines by the Group.

1) et debt corresponds to the algebraic sum of the following captions of the consolidated statement of financial position: "Cash and cash equivalents without recourse – Demand deposits", "Cash and cash equivalents with recourse – Demand deposits", "Other financial applications", "Other financial investments recorded at amortised cost", "Loans without recourse" and "Loans with recourse". t should be noted that the leasing, the factoring and the suppliers payment management operations established by the Group are not accounted under the aforementioned captions.

2) Factoring and suppliers payment management operations are recorded in the consolidated statement of financial position under the captions "Other financial liabilities". 3) Leasing operations are recorded in the consolidated statement of financial position under the captions "Lease liabilities".

In the year ended 31 December 2023, financial results amounted -176 million euros, a variation of 22 million euros compared to 2022 (-154 million euros), due, on the one hand, to the occurrence of positive exchange rate differences and, on the other hand, to the increase in net financial charges.

In terms of net financial costs (interest paid - interest earned), these amounted -187 million euros in the year ended 31 December 2023, higher than in 2022 (-116 million euros), mainly due to the strategy of raising more financing in local currencies, thus allowing for a natural hedge, as well as a higher interest rate environment.

In the year ending 31 December 2023, the item Gains / (losses) on the acquisition and disposal of subsidiaries, joint ventures and associates (included in the column "Financial and Gains / (Losses) in disposals" in the chart above) amounted to 40 million euros (45 million euros in 2022), essentially influenced by the capital gain generated from the disposal of the industrial waste business (around 36 million euros).

In the year ending 31 December 2023, the item Gains / (losses) in associated companies and joint ventures contributed 15 million euros to net profit (-5 million euros in 2022), an increase of around 21 million euros, mainly due to the positive evolution between years of Lineas and Martifer's performance.

Regarding income tax, this amounted to 130 million euros in the year ended 31 December 2023 (40 million euros in 2022), and this increase was justified by the improvement in profitability and profit before tax. On the other hand, in 2023, the effective tax rate (Income tax / Profit before tax) amounted 33% (for more information on this matter, we recommend reading Note 12 of the Notes to the consolidated financial statements).

Lastly, non-controlling interests (NCI) amounted 153 million euros in the year ended 31 December 2023, an increase of 106 million euros compared to 2022 (47 million euros), essentially due to the fact that a significant part of the consolidated net profit for the year was generated in the Group core markets where it has partnerships with minority partners (mainly in Mexico, but also in Angola and Nigeria).

As a result of the operational and financial performance, the consolidated net profit for the year attributable to the Group (NP) for the year ended 31 December 2023 reached a record 113 million euros, an increase of 116% compared to 2022 (52 million euros), with the net margin1) amounting to 2.0% (1.4% in 2022).

1) Net margin corresponds to the ratio between the following items of the consolidated income statement by natures: "Consolidated net profit for the year attributable to the Group" and "Sales and services rendered".

Backlog(*) at 31 December 2023 reached 12.9 billion euros, a new record for the year with growth of 3% compared to 31 December 2022, with a volume of contracts in the year of around 6 billion euros, mostly from large-scale projects. On the other hand, on 31 December 2023, the Africa - E&C and Latin America - E&C business units contributed around 89% of the total backlog.

The award of the following projects, among others, contributed to the above performance:

  • Rolling stock supply and financing project in Nigeria;
  • Industrial engineering project in Senegal;
  • Project to build two motorways in Nigeria under two concession contracts;
  • Earthmoving project in Guinea-Conakry;
  • Project to install various subsea equipment for natural gas distribution in Brazil;
  • Construction project for the extension of a metro line in Portugal;
  • Project to provide offshore maintenance services for oil platforms in Brazil;
  • Extension of an industrial engineering project in South Africa.

As a result, on 31 December 2023, the "backlog / sales and services rendered" ratio for the E&C business reached 2.6 years, not including the new contracts worth 1.6 billion euros awarded in the first few weeks of 2024 (875 million euros in Angola (urban infrastructures and maritime works); 380 million euros in Portugal (New Oriental Hospital in Lisbon); 275 million euros in Peru (two mining projects) and 100 million euros in Mexico (infrastructures).

On the other hand, as at 31 December 2023, the Group core markets contributed 73% to its total backlog, with Mexico being the market with the largest portfolio (25% of the total), followed by Nigeria (18%) and Angola (13%).

Lastly, on 31 December 2023, the Environment business contributed 300 million euros to the Group backlog, which does not include the foreseeable revenue from the waste treatment and recovery contracts of EGF's concessionaires and Clean Eburnie (landfill in Côte d'Ivoire).

(*) Turnover to be executed in contracts awarded at the exchange rate of 31 December 2023.

The Africa - E&C business unit includes engineering and construction activities, as well as the provision of industrial engineering services, which the Group carries out essentially in Angola, Mozambique, Ivory Coast, Rwanda, Uganda, South Africa, Guinea Conakry and Nigeria.

In the year ending 31 December 2023, as a result of the start-up and acceleration of some important projects in the Group core markets, turnover reached 1,518 million euros, an increase of 28% compared to 2022 (1,184 million euros).

In this regard, the markets of South Africa, Angola, Kenya and Rwanda stand out, with turnover increases of more than 20% between financial years. On the other hand, in the year ending 31 December 2023, Angola, Mozambique and Nigeria contributed 62% of Africa - E&C's total turnover (51% in 2022).

Regarding operating profitability, EBITDA for Africa - E&C in the year ended 31 December 2023 amounted 321 million euros, an increase of 43% compared to 2022 (225 million euros), with the EBITDA margin reaching 21% (19% in 2022).

Additionally, in the year ending 31 December 2023, it should be noted that Angola, Mozambique and Nigeria contributed 72% to the total EBITDA of Africa - E&C (53% in 2022).

Finally, in the year ending 31 December 2023, industrial engineering services contributed 355 million euros to Africa - E&C turnover (23% of the total), with EBITDA of 88 million euros and an EBITDA margin of 25%.

Thus, in geographical and business terms, the following stand out:

SOUTH AFRICA

In 2023 the economy of South Africa registered a growth of 1.9%, remaining short of its potential, whereas the annual inflation rose to 6.9%, overcoming the interval defined by the government from 3% to 6%. Additionally, the country also registered the highest unemployment rate of the last 15 years, of 34.5%.

Where the mining sector is concerned, it benefitted in 2023 from the price increase in raw materials, but the reduced investment and the inadequate infrastructures pose serious challenges to its potential of growth.

On the other hand, Mota-Engil continued in 2023 to make its presence felt in South Africa through the execution of the Gamsberg project, a long term contract in the segment of the provision of industrial engineering services.

Additionally, throughout 2023, it is important to highlight that the scope of the aforementioned project was widened, going from 2.5 million to 5 million tons per month, effective until March 2030, and which saw its value increased in 450 million Euro, resulting in an accumulated contractual value of 770 million Euro.

Looking forward, the economic growth of South Africa is expected to remain so in 2024 and in the subsequent years, albeit at a slower pace, with predictions of short-term high inflation and a gradual decrease in the following years. In addition, the mining sector is expected to continue to have a significant weight on economy, although limited by insufficient investments and inadequate infrastructures.

ANGOLA

In 2023, the Angolan economy grew 3.1%, mostly spurred by the oil sector, although the annual inflation rose to 16.8%, thus overshooting the 12% target defined by the government.

Regarding the construction sector, Angola registered in 2023 a strong activity, boosted by the public investment in infrastructures, such as roads, bridges and airports. However, the increase in the price of materials induced by the high inflation posed challenges that required efficient cost management strategies.

In terms of operating activity, it is worth highlighting in 2023 the conclusion of the project for the upgrading of the Soyo Naval Base, as well as the execution of various notable projects for the country, such as the rehabilitation of National Road 230, Malange – Saurimo section, the Calucuve dam, the supply of water of Luanda Bita and the beginning of the maintenance contract of the Lobito Corridor. In addition, attention should also be drawn in 2023 to the transfer of the Lobito railway service concession to a concessionaire company, of which Mota-Engil is one of the shareholders.

This way, considering the quality and relevance of the current book order of Mota-Engil in Angola, this country will continue to be crucial to the Group, and the Group will continue to perform a crucial role as promoter and investor therein.

Looking forward, the Angolan economy is expected to maintain the rate of growth in 2024, leveraged by the investment in the oil industry and infrastructures, despite the predictions of high inflation. Lastly, the construction sector is expected to continue its growth path, boosted by public investment and demand for housing. Lastly, 2024 will be the first full year of operation of the Lobito Corridor concession in Angola, which is currently the most relevant commodity transport infrastructure project in Africa.

CÔT D' VO RE

n , Côte d' voire registered a solid economic growth, exhibiting one of the highest growth rates of Africa, having reached 6.2% while keeping the annual inflation below the 4.5% target defined by the government. On the other hand, the country enjoyed relative peace and stability throughout the year.

Where the construction sector is concerned, it benefitted in 2023 from public investment in infrastructures, as well as from the ongoing demand for housing at more accessible prices. However, the increase in the price of materials required strict strategies in cost management.

Regarding the mining sector, it performed positively in 2023, significantly contributing to the economic growth of the country, particularly in the oil and manganese mining activities. Additionally, the increase of investment and of the exploration efforts has led to the discovery of new mineral deposits, thus further strengthening the potential of the sector. Simultaneously, the favorable legal framework promoted by the government and the various initiatives to attract foreign investments played a crucial part in the growth of the sector. This way, Côte d' voire continued to reinforce its position as one of the main players in the mining industry of Western Africa, attracting the interest of national and international mining companies, thus positioning itself for an ongoing growth and development in the coming years.

Present in the market since 2017, Mota-Engil concluded in 2023 the execution of two projects for two stadiums for CAN 2024, specifically the works of expansion and rehabilitation of the stadiums ouaké and Félix Houphouët‐ oigny in Abidjan. Additionally, Mota-Engil continued to carry out in 2023 the construction works of the municipal market of the city of Bouaké, which is set to become the largest covered market of Western Africa. On the other hand, in the mining sector, Mota-Engil also initiated in 2023 the implementation of two new contracts, with an accumulated total contract value of more than 800 million Euro. Those contracts demonstrate Mota- ngil's long-term commitment in Côte d' voire, with the main focus on this segment of operation and always exploring opportunities.

Looking forward, 2024 is foreseen to bring about a sustainable economic growth for Côte d' voire, supported by investments in infrastructures, agricultural activity and a controlled inflation, the construction sector being expected to continue its growth path, rooted in public investment and the demand for housing.

GUINEA

Throughout 2023, Guinea registered an outstanding economic growth, with a growth rate of 6.2%, leveraged by the increase in the price of commodities, namely gold and other minerals.

In addition, inflation decreased to 3.5%, compared to the 9.2% figure reached the previous year, mainly explained by the favorable economic conditions and the implementation of prudent monetary policies. On the other hand, uinea's Frank ( F) remained relatively stable compared to the main currencies, providing an environment that favored investment and economic activities.

In parallel, attention should be drawn to the efforts made by the transition government to attract investment and to promote economic development, of which the various initiatives to solve the country's infrastructures deficits, particularly through the promotion of projects in the transport, energy and urban development areas, are worthy of note.

With a contract concluded and two contracts in course for world-renowned customers, Mota-Engil consolidated its presence in the mining industry of the country, having entered in 2023 into a contract with the multinational Rio Tinto for the implementation of a project in the Simandou iron mine.

For 2024, the economic growth path of Guinea is expected to continue, boosted by the sustained demand for minerals and by the ongoing government initiatives aimed at improving the business environment. Therefore, the opportunities for infrastructure development remain promising, with an ongoing investment in transports, energy and urban infrastructures being expected. As such, Mota- ngil's collaboration with the local and international stakeholders shall be crucial to capitalise on opportunities and face the challenges in the dynamic company landscape of Guinea.

MALAWI

In 2023, the economic landscape in Malawi presented a mix of challenges and opportunities, with the country having registered a modest economic growth of 1.6%, which, even though it represented an improvement against the growth of 0.9% observed in 2022, still remained below the pre-pandemic levels. Simultaneously, Malawi's Kwacha significantly depreciated (7 % against Euro), inducing the increase in the price of imported goods and strong inflationary pressures.

The agricultural sector, which is crucial to Malawi's economy, showed in signs of recovery, benefitting from an improved supply of power and favorable weather conditions. However, challenges like the serious shortage of foreign exchange and the climate shocks continued to heavily affect the economic activity.

On the other hand, in 2023 the government of Malawi implemented some tax consolidation measures aimed at reducing the budget deficit, having reached a slight decrease of said deficit compared to previous projections. However, the public debt remained high, being estimated in 80.3% of the Gross Domestic Product (GDP), thus raising concerns about its future sustainability.

Established in Malawi since 1990, Mota-Engil has leaded various significant engineering and construction projects in the country, having consistently managed the risks inherent to this economy. Additionally, despite the decrease in activity observed in 2023 due to the lack of innovative projects, Mota-Engil continued to stand out in the construction and rehabilitation of road and railway links of the country.

Looking ahead, 2024 is foreseen to bring about an improvement of the economic growth of Malawi to 2.8%, leveraged by the ongoing recovery of the agricultural sector and by the expected macroeconomic reforms.

MOZAMBIQUE

In 2023, Mozambique registered an outstanding economic growth, with its GDB growing approximately at 6%, taking the fifth place worldwide in terms of economic growth. This growth was mostly leveraged by the increase in the production of liquified natural gas (LNG) associated with the Coral South project. n addition, the country's economic projections for 4 remain positive, with the IMF foreseeing an additional growth of 8%, also boosted by the production of GNL.

However, relevant challenges in the non-extractive sector remain, namely in the manufacturing industry and in the construction sector, which have been registering consecutive drops since June 2022. Moreover, to solve some tax imbalances, the government implemented in 2023 corrective measures in order to restore budgetary discipline and stability.

On the other hand, despite the temporary increase to 12.1% in August 2022, inflation decreased to 3.9% in September 2023, partially boosted by the decrease in food and fuel prices. Looking forward, inflation is expected to rise to 6% in 2024.

Additionally, Mozambique registered in 2023 relevant developments in the implementation of structural reforms, especially in the taxation and governance areas, with the objective of strengthening the government model and reducing vulnerabilities to corruption. However, challenges such as political tensions around the electoral process and restrictions on civil liberties still remain.

As regards the activity of Mota-Engil in Mozambique in 2023, it is worth noting that the most relevant project still under execution in the country is the project associated with the Moatize mine, and negotiations are currently underway to extend it.

Similarly, it is worth highlighting that, within the scope of the project to be executed for TotalEnergies located in Cabo Delgado, where Mota-Engil is in a consortium with BESIX, the negotiations for restoring the project are already at a final stage, with positive indicators that point to a reopening in the short term, which can be extended to other two contracts that Mota-Engil has in Area 1.

To conclude, although Mozambique is facing significant challenges, including political and economic uncertainties, the country's strategic position in the LNG market and the structural reforms underway present various opportunities for growth. This way, taking advantage of the extensive experience and knowledge of the market, Mota-Engil is well positioned to face those challenges and capitalize on the emerging opportunities.

NIGERIA

The economic performance of Nigeria in 2023 was marked by a modest growth of 2.5% and by a rampant growth of inflation of 28.9%, the last influenced by a combination of factors, namely the heavy depreciation of Naira (103% against Euro) and the rise in food prices.

On the other hand, in 2023 the services sector kept the economy running, growing by 4.35%, while the crucial agricultural sector registered a drop of 0.90%, thus denoting the vulnerabilities in food safety of the country. The year of 2023 was also marked by significant political activities due to local and national elections, which led to changes to leadership and priorities.

However, despite the aforementioned constraints, Nigeria continued in 2023 to give priority to the main infrastructure projects which were underway, including the expansion of the road network, the development of the railway system and the modernization of the airports. In this regard, it is worth highlighting the project of the Lagos-Ibadan Expressway, which registered remarkable developments, with the goal of improving the connectivity between the main cities.

Similarly, 2023 saw the introduction of some legal reforms aimed at increasing transparency and efficiency in the public procurement processes, as well as certain regulations which are stricter for construction companies as regards environmental sustainability, requiring that they take greener practices.

In the construction sector, 2023 was yet another year of intense competition due to the strong demand for infrastructures development projects boosted by the population and urban growth.

In operating terms, Mota-Engil continued in 2023 to implement the Kano-Maradi railway project, having reached significant milestones, including the financial close of yet another project tranche. In addition, in 2023 a contract was entered into with the Federal Ministry of Transport for the supply and financing of rolling stock in the sum of about 916 million dollars associated with the Kano – Maradi project. The delivery and commissioning of the rolling stock shall take place within the next 48 months. This way, this more recent contract reinforced the Nigerian government's commitment to improving regional connectivity and the economic development in the north of the country and strengthens Mota- ngil's capacity in a country/market which is deemed core to the Group.

KENYA

n , Kenya's economy showed resilience, supported by the tourism and technology sectors, having reached a growth rate of 6.3%. However, in 2023 the country faced significant challenges, with inflation having reached 9.4%, which affected the purchasing power and demanded a careful management. In addition, the Kenyan Shilling (KES) depreciated against the USD by 6%, which caused some constraints to imports and, as a result, to the local economy. However, in order to ensure a sustainable development, Kenya intends to reduce its dependency upon imports and to give priority to the expansion of its manufacturing sector.

On the other hand, 2023 was also marked by the aftermath of the 2022 elections, with attention focused on the assessment of performance of the new government and in the implementation of economic measures announced during the period of election campaign. Despite the democratic transition, Kenya faced difficult economic and political obstacles throughout the year, since the new government inherited a very feeble economic situation, which led to the implementation of various tax measures, such as the reduction of subsidies and the creation of new taxes, with some of these measures generating heated controversy, and caused the increase in the cost of living and the deterioration of the economic environment.

As such, the year of 2023 in Kenya was characterized by tax tensions, social unrest and political dialogue aimed at mitigating the tensions generated in the meantime.

As regards the construction sector, it faced various challenges in 2023, with most of the projects being paralyzed due to the strict expenditure control on part of the multilateral financial institutions. However, in spite of the aforesaid, the two PPP projects developed by Mota-Engil in Kenya ran smoothly.

Lastly, with the maturity of the Eurobonds in June 2024, the Kenyan government has a critical year ahead of it, given the doubts as to its capacity to fulfil the principal and interest repayments scheduled. This way, against a background of reduced capacity for public financing, Mota- ngil's focus shall remain on the development of s in the infrastructures sector.

RWANDA

In 2023, Rwanda continued to stand out due to its history of success in the region, presenting an economic and social development above the regional average. Additionally, the country stands among the economies of fastest growth in Subsaharian Africa, driven by the efforts of diversification of its economy, in particular in such sectors as technology, tourism and infrastructures. With a unique government model, Rwanda has been efficiently attracting foreign investment and promoting national initiatives, particularly in the field of clean energy. Moreover, the efficient administration of the country and the implementation of anticorruption policies also fostered a climate of trust, making the country into a destination attractive to investment. Lastly, on an international level, Rwanda has actively kept various contacts with international organization, establishing strategic partnerships aimed at the ongoing improvement and sustainable progress.

In 2023, the construction sector played a crucial role in the economic development of Rwanda, leveraged by the need for modern and efficient infrastructures in a context of growing urbanization. As such, the construction sector contributed with approximately 5% to the annual GDP, with some notable infrastructures projects, both public and private in nature, being worthy of note:

  • The inauguration of Biontainers, a partnership between the government of Rwanda and Biontech, which marked the commissioning of the first vaccine production unit in Africa;
  • The opening of the first fertilizers plant of the country, a collaboration between the governments of Rwanda and Morocco; and
  • The continuation of the larger infrastructures project of the country, the new Bugesera International Airport, which is being executed by Mota-Engil.

On the other hand, Rwanda enjoys a favourable corporate environment and government policies of support for investment, placing it in a good position to increasing sustainable infrastructures projects. Therefore, the construction sector is expected to grow in 2024, against 2023, driven by an ongoing emphasis on sustainability, innovation and strategic international partnerships. This way, the country will continue to attract investors looking for opportunities aligned with these principles, also presenting Mota-Engil with opportunities for expansion and collaboration.

UGANDA

Throughout 2023, the economy of Uganda showed resilience despite the global increase observed in the interest rates and an increasingly stricter access to financing. As such, in 2023 Uganda reached an economic growth of 5.5%, sustained by the recovery of the agriculture, construction and services sectors. Moreover, in 2023, inflation decreased to 2.6% (10.6% in 2022), benefitting from more favoured crops and reduced commodity prices. Lastly, the Shilling of Uganda remained relatively stable against the US Dollar, with a slight depreciation of 2.4%.

Looking forward, the prospects of inflation and growth for Uganda seem positive, despite some uncertainties, namely regarding oil prices, the volatility of the interest rate and weather conditions.

Where the activity of Mota-Engil in Uganda is concerned, 2023 saw the approval by the relevant authorities of new engineering projects and budgets for the works associated with the project NERAMP (North East Road Asset Management), the works of rehabilitation of Lot 2 having been resumed, with its conclusion being predicted for 2024.

Additionally, in 2023 attention should also be drawn to the execution, within expected, of the three projects in the Tilenga area intended for supporting the oil and gas sector in Uganda, one of which should be concluded by early 2024, whereas the other two should achieve maximum production levels during the year.

Regarding 2024, a consolidation of the operations and a growth of turnover are expected, such projection being supported by the developments made in the implementation of the various projects and by the favorable economic conditions in Uganda. However, Mota-Engil shall remain mindful of the external uncertainties that might affect its operations and shall continue to adapt its strategy accordingly.

Latin America - E&C

The Latin America - E&C business unit includes the engineering and construction activities carried out by the Group, essentially in Mexico, Peru, Brazil and Colombia. In addition, it also includes the power generation and commercialization business in Mexico and the management and operation business of various concessions in Mexico and Colombia.

On the other hand, the Latin America - E&C business unit has been implementing a sustainable growth strategy over recent years with very positive results. Three fundamental pillars have contributed to this growth: on the one hand, (i) the stabilization of a set of large markets in the region; (ii) the commercial and execution capacity, focusing on projects that are important for the growth of the countries and with attractive margins; and (iii) finally, an increasing diversification of the business and cash flow profile, with a focus on the concessions and energy areas, in particular.

In the financial year ending 31 December 2023, as a result of the successful execution of the large order book, the turnover of Latin America - E&C reached the historic figure of 2,750 million euros, an increase of 81% compared to 2022 (1,521 million euros).

In this chapter, the superlative performance of the Mexican market should be highlighted, which grew by 92% compared to the previous year, with the engineering and construction business showing growth of 129%, strongly driven by the construction projects associated with the Tren Maya, two new airports and a new motorway. Also noteworthy in the year ended 31 December 2023 was the growth seen in Brazil (115%) and Peru (23%).

Furthermore, in the year ending 31 December 2023, Mexico contributed 82% to Latin America - E&C turnover (77% in 2022).

Regarding operating profitability, EBITDA for Latin America - E&C for the year ended 31 December 2023 amounted 340 million euros, an increase of 134% compared to 2022 (145 million euros), which was essentially influenced by the very positive performance of the Mexican and Brazilian markets (the latter to a lesser extent).

The EBITDA margin for the year ended 31 December 2023 reached 12% (10% in 2022).

Finally, in the year ended 31 December 2023, the energy business contributed 189 million euros to turnover and 15 million euros to EBITDA in Latin America - E&C.

Thus, in geographical and business terms, the following stand out:

BRAZIL

In 2023, the growth of the Brazilian economy was mainly leveraged by the agricultural sector, industry, services, exports of commodities, slowdown of inflation, increase of public spending and improvement of labour conditions which consequently boosted household consumption.

During 2023, Empresa Construtora do Brasil (ECB) significantly increased its production levels, having carried out relevant projects, of which the following stand out: ALSUB, CCR Castelo Branco, UO – Rio Lote B and UO – Rio Lote A. Moreover, 2023 is also characterized by the award of an important set of new projects, such as: the Malha de Gás project (engineering and supply of goods works); UMS Búzios (construction, maintenance and repair works) and Mãe Maria (construction works and services).

For 2024, ECB estimates a positive operating performance, rooted in the backlog raised in the meantime. ECB shall also seek, in the state infrastructures plans, opportunities to expand its backlog, namely with new private customers, supporting them onto the development of its strategic projects.

COLOMBIA

In 2023, the growth of the Colombian economy was mainly leveraged by the consumption of private and social services, imports, a moderate level of growth of imports and investment and by a resilient labour market. On the other hand, it is also worth mentioning the reduction of the strong imbalances generated in the past in the balance of payments.

During 2023, Mota-Engil Colombia maintained its production levels, reflecting the execution of some projects it had raised in the past, namely the Estación Elevadora Canoas and the Medellin Subway.

For 4, Mota‐ ngil Colombia estimates a substantial improvement in its activity, translated into the backlog already raised, especially in the Medellin Metro project. Additionally, Mota-Engil Colombia will maintain its active participation in public and private tenders with the aim of winning new projects.

MEXICO

In 2023, the growth of the Mexican economy was boosted by the resilience of private consumption, the dynamism of private investment (nearshoring), the public investment associated with the iconic projects promoted by the government, the strong labour market, the slowdown of inflation and the appreciation of the Mexican Peso.

On the other hand, in operational terms, Mota-Engil Mexico showed a unique performance in 2023, influenced by the high level of execution observed in some projects it had raised in the past, with emphasis on the Tren Maya (sections 1 and 5 and the section Libramiento Ferrocarril Campeche) project and those associated with two airports. In commercial terms, Mota-Engil Mexico was awarded an important number of new projects, of which we highlight the following: Tren Maya (additional works for section 1 and expansion of construction of section 5); Rodovia Nicolás Romero-Cuautitlán Izcalli (engineering, construction and control works); Industrial Parks of the Interoceanic Corridor for the Tehuantepec Isthmus in Coatzacoalcos I, II and Salina Cruz (development, use and operation works); Concession of the port terminal of Coatzacoalcos and Salina Cruz (development, use and operation works); and clean-up of the river Mololoa, in Tepic, Nayarit, among others.

For 2024, Mota-Engil Mexico expects to maintain the good performance of its activity, and will face an enormous challenge in terms of the execution of the large backlog it currently has. Additionally, Mota-Engil Mexico will maintain its active participation in public and private tenders with the aim of winning new projects and diversifying new businesses.

Regarding the energy business, particularly in the generation sector, in which the Group operates in Mexico through Generadora Fénix, 2023 was characterized by: (i) the generation of energy in excess of 600 GWh (optimizing the operation in terms of resource management); (ii) the sale of the majority of the clean energy certificates (CEL) attributed in 2023, mainly through long-term contracts; and (iii) the implementation of the plan to improve existing assets. Additionally, in 2023, Generadora Fénix continued to develop the Jorge Luque project (construction of a 110 MW combined cycle power plant), which will be executed in two stages, with the first stage having an installed capacity of up to 37 MW available for operation. On the other hand, in the energy supply segment, whose activity is conducted through Suministradora Fénix, 2023 was characterized by the expansion of the client portfolio for the purchase and sale of products (energy, power and clean energy certificates), both in number and volume of energy traded, which approached 2,000 GWh/year.

PERU

Following a period of political uncertainty at the start of the year, the Peruvian economy was boosted in 2023 by the slowdown of inflation, the ongoing public and private investment and the sound performance in the mining and hydrocarbons sectors.

During , Mota‐ ngil eru increased its production levels, compared to the previous year, leveraged by the execution level achieved in projects it had raised in the past, and with emphasis, in the course of 2023, on the Port of Callao - Phase 2B Expansion, Early Works Toromocho and Etapa 5 - Presa de Relave projects. In commercial terms, an important set of new projects was awarded to Mota‐ ngil eru, of which the following are worthy of note: the Rehabilitation of the Road Corridor Tambogrande and Oxapampa (management, improvement and rehabilitation works) and the waterproofing Curtain for dams and services corridor of Huacacocha 2, among others.

For 4, Mota‐ ngil eru estimates a positive performance of its activity, supported by the backlog raised until now, which includes, besides the expansion in 2024 of two important contracts currently underway, the following projects: Porto do Uruguai, Quay Wall, Establecimiento de Salud Huari, as well as the projects raised in 2023 mentioned above. Additionally, Mota-Engil Peru will maintain its active participation in public and private tenders with the aim of winning new projects.

OTHER COUNTRIES

In 2023, outside the four core markets in which the Mota-Engil Group operates in Latin America, it is important to highlight the continuation of the project to extend Line 1 of the Metro in Panama, which has been running smoothly and the favorable ruling of the Arbitral Tribunal in Paraguay, which sided with the Mota-Engil Group in the dispute maintained for some years with the local Ministry of Transport associated with the Metrobus construction project.

Finally, the Mota-Engil Group will remain attentive and active in the search for and analysis of relevant business opportunities in the region, as long as they meet its strategic objectives.

Europa - E&C

The Europe - E&C business unit essentially includes the engineering and construction activity carried out by the Group in Portugal and Poland and, until January 2022, in Ireland and the United Kingdom.

In Europe - E&C, turnover for the year ended 31 December 2023 amounted 666 million euros, an increase of 31% compared to 2022 (510 million euros). In this chapter, the positive behaviour of the two main markets for turnover should be highlighted, with Poland contributing with an increase of 47% and Portugal with an increase of 26%. In addition, in the year ending 31 December 2023, Portugal contributed around 69% to Europe - E&C's turnover (around 72% in 2022).

In terms of operating profitability, Europe - E&C EBITDA for the year ended 31 December 2023 amounted 54 million euros, an increase of 33% compared to 2022 (40 million euros), which was positively influenced both by the Polish market (an increase of 14%) and, above all, by the Portuguese market (an increase of 42%).

The EBITDA margin for the year ended December 31, 2023 reached 8% (8% in the 2022).

Thus, in geographical and business terms, the following stand out:

POLAND

In December 2023, following upon the policy of resource concentration in the markets classified as core, the Mota-Engil Group, as established in its strategic plan, entered into with a third entity an offer to purchase the construction and real estate promotion operations that it had been carrying out in Poland for many years. This transaction is estimated to be finished by the first quarter of 2024 and will determine the exit of the Group from the Polish market.

PORTUGAL

As such, the year of 2023 saw a slowdown of the economic growth in Portugal, with the economy having stagnated in the second and third quarters, but with a slightly stronger growth registered in the fourth quarter. In addition, factors such as inflation, the more restrictive financial conditions and the weak growth of the main trade partners of Portugal, limited the economic activity in the country, while the strong recovery of the tourism sector and the increase in expenses related to the RRP (Recovery and Resilience Plan) boosted the activity.

However, the construction sector witnessed in 2023 a significant growth in the public works market, which contrasts with a slowdown in the real estate market. Specifically, in the infrastructures segment, the main indicators presented throughout 2023 a relevant growth, partially leveraged by the beginning of the investments supported by the currently available European funds, namely the RRP and Portugal 2030. Therefore, it is expected that the sector remains heavily dynamic in 2024, despite the constraints related to the development of the activity, in particular the lack of human resources and the growing difficulty in attracting talent, especially among young people.

Where Mota-Engil Engenharia is concerned, it consolidated in 2023 its strategy for the Portuguese market, having focused on its competitive advantages and on the projects where it could add value, with an emphasis on the generation of cash-flow. As a result of this strategy, approximately 70% of the turnover in Portugal was generated with private customers.

Simultaneously, in 2023, Mota-Engil Engenharia continued to demonstrate its capacity to develop highly complex projects where engineering is concerned, particularly the Lisbon draining general plan work, which constituted a crucial project to the city, as well as other projects of significant size and relevance, especially in the following segment:

  • Residential: Edifício Bonjardim in Porto, Malha 34 at Lumiar, Lisbon and Infinity, also in Lisbon:
  • Office premises: Edifício Phoenix Fidelidade in Lisbon;
  • Industrial: Expansion of the CS Wind plant, Aveiro;
  • Sports infrastructures: Cidade do Futebol, Jamor, Lisbon;
  • Railway infrastructures: Évora/Fronteira line and Beira Alta Line section Mangualde/Celorico;
  • Engineering structures: Rehabilitation of the bridge Edgar Cardoso, Figueira da Foz.

On the other hand, in 2023 Mota-Engil Engenharia was also actively involved in iconic real estate projects, in a close partnership with the eal state area of the roup, with the residential development "Aurius" in orto and the commercial development at the former Slaughterhouse of the same city being worth mentioning.

Lastly, due to the capital of creditworthiness and the close technical and commercial trust generated with its business partners, the main awards of works for the expansion of the Metro and for the construction of the new Hospital, both in Lisbon, which contributed to the increase of the backlog of Mota-Engil Engenharia and will also certainly generate a future sustainable turnover in line with the strategic plan defined, are also worthy of note.

Regarding 2024, a highly challenging year is expected, in particular when it comes to the selection and award of various tendering procedures to the country, in which Mota-Engil Engenharia, as the main Portuguese engineering and construction company, will certainly perform a crucial role in its development.

ENVIRONMENT

The Environment business unit is divided into the following sub-segments: (i) Treatment and recovery of waste (whose vehicle is EGF); (ii) Collection of urban waste (whose activity is mainly carried out by Suma); (iii) Industrial (whose main activity is the collection and treatment of used oils and which was disposed of in December 20223) and (iv) International (with a presence essentially in Angola, Côte d' voire and razil).

In the year ending 31 December 2023, Environment turnover reached 518 million euros, a decrease of 7% compared to 2022 (556 million euros). On the other hand, in the year ending 31 December 2023, the Waste Treatment and Recovery and International sub-segments contributed 81% to turnover (83% in 2022).

Regarding operating profitability, Environment EBITDA for the year ended 31 December 2023 amounted 110 million euros, down 16% on 2022 (131 million euros), which was essentially influenced by the less positive performance of the International subsegment. On the other hand, in the year ending 31 December 2023, the Waste Treatment and Recovery and International subsegments contributed 84% to the total EBITDA of Environment (89% in 2022).

Finally, the EBITDA margin for the year ended 31 December 2023 was 21% (24% in 2022).

On the other hand, in geographical and business terms, the following stand out:

CLEAN EBURNIE (Côte d'Ivoire)

During 2023, Clean Eburnie continued its activity of managing the only landfill site serving the city of Abidjan.

In operating terms, in 2023 the quantity of urban waste received at the Kossihouen landfill increased in about 5.8% against 2022, having reached an average of 4,336 tonnes per day and an accumulated value of 7,472,768 tonnes since the beginning of the operation.

The year of 2023 was marked by the continued investment started in 2022 which focused on the improvement of infrastructures, namely the reworking of slopes, implementation of a temporary cover for the waste, lease and commissioning of three osmoses to deal with the treatment of leachates, improvement of the draining of cell leachates through the construction of draining ditches, maintenance and improvement of internal routes, conclusion of an access road and delivery of a social project, a school for children.

Regarding 2024, Clean Eburnie expects to conclude the negotiation currently underway with the various government entities on the expansion of the landfill and the necessary contractual, regulatory and financial adaptations associated.

CO (Côte d' voire)

In 2023, Eco Eburnie registered once again an increase in production levels in all areas of action, thus reaching the best operating indicators since the beginning of its contract for provision of services in Abidjan, namely regarding waste collection, where it broke the barrier of 80,000 monthly tons, and sweeping, where the 70,000 kilometers in total were surpassed over the year.

The various measures of operating improvement implemented throughout the year greatly contributed to the performance mentioned above. Among those measures, the following stand out: (i) recourse to subcontracting during the works in the access road to the transfer center of Yopougon; (ii) the streamlining of the workshop's activity; (iii) the reinforcement of investment; and (iv) the improvement of the urban cleaning circuits.

Notwithstanding the positive performance reached as regards the provision of the service, the results of the company did not follow that trend, having been negatively affected by external factors, of which the following are worthy of note: (i) the various impacts caused by the works on the access road to the transfer centre of Yopougon; (ii) the wear and maintenance of vehicles; and (iii) the widespread increase in cost of the main inputs, namely the announced wage increase of 11% and the observed increase in parts, materials and equipment.

As regards 2024, the activity is expected to be normalized, benefitting Eco Eburnie not only with a better operating framework but also with a recapitalization that took place at the end of 2023, realized through the conversion of loans into share capital.

ECOLIFE (Mozambique)

Ecolife is currently celebrating its 10th anniversary, being today a leading company ready to face the challenges and opportunities that the difficult Mozambican market poses.

n , colife continued to successfully execute its main contract for waste collection in the central area of Maputo ("cement city"), serving a population of 1 , inhabitants and collecting and transporting 68 thousand tons of waste.

Moreover, on a commercial level, it is worth highlighting, in the last quarter of 2023, the first award of a contract for the provisions of services on part of a company in the Oil/Gas sector, an area where, due to synergies with the Mota-Engil Group, Ecofile has legitimate expectations to be able to increase its activity, both in 2024 and in coming years.

ECOVISION (Oman)

Following the contract entered into at the end of 2015 for waste collection in the province of South Al Sharqiyah, Ecovision carried out its activity normally throughout 2023, continuing to follow the best performance practice that it has been adopting in the market.

Regarding the contract initiated in 2023 for the sealing and installation of a biogas system in two landfills in the Sultanate of Oman, Ecovision concluded, over 2023, the works at one of them, the works at the second landfill being expected to be finished over the course of 2024.

Regarding 2024, the limit of the contractual extension of two years of the aforementioned waste collection contract is to be reached at the end of the year. Notwithstanding, the activity of Ecovision is expected to extend over 2025, while a new tender is not launched.

EGF (Portugal)

The rban Waste Strategic lan (" S ") was finally released in March , allowing the concessionary companies of EGF, in connection with the Municipalities, to by 31 December 2023 have drawn up and submitted to the approval of the Portuguese Environment Agency (Agência Portuguesa do Ambiente) the respective Plans for Action for implementation of the strategic plan for urban waste (" A S ").

The PAPERSU submitted were drawn up in full alignment with PERSU 2030, with a view to fulfil the environmental targets imposed, in spite, due to its ambition, of the heavy investment made in the amount of 1.8 billion Euro that they represent. However, the formal adjustment of the Concession Contract and of the Urban Waste Management Tariff Service Regulations (" T ") to this new reality, as well as the alternative sources of income, constitute necessary conditions to their commitment and implementation.

Still where regulations are concerned, it is worth highlighting that ERSAR, at the end of November 2023, informed the concessionaire companies of EGF that the tariff to apply in 2024 shall not include the adjustment of the real regulated accounts of 2022, nor the adjustment of the transition referring to the tariff applied in 2022, nor the recovery of the regulatory balance constituted in 2023, differing those adjustments to 2025 and this way reducing the value of the tariff in 2024. Additionally, the release of new consideration values to be reflected in the tariff as of 2025 is also provided for.

In operating terms, 2023 took place positively, as a result of the commitment and effort placed on conciliating the operation with the various works and investments underway, as demonstrated below:

  • The multilateral selective collection maintained its path of growth at eco points, separate ecological collection, household doorto-door and trade and services door-to-door, having increased 1% against 2022, which represents a growing adherence on part of the population, alongside the investments made. Within this scope, it should be highlighted that 6 thousand additional containers for selective collection were placed at the disposal of the population, the increase of containerization installed having reached in the last five years approximately 30% and the fleet allocated to service having consequently increased by 8%, figures that reflect the largest growth ever in the Group;

  • At the sorting of packaging, more than 1% of materials compared to 2022 were processed and shipped, notwithstanding certain interventions to some facilities;

  • At the mechanical and biological treatment plants, approximately 900 thousand tons of waste were processed and about 43,640 MWh was injected in the Public Electrical System (SEP), to which the electric power produced from landfills also contributed;

  • As regards the energy recovery plant, it underwent during the year a large repair, with special emphasis on the turbine, which caused a 4-month stoppage and a lower injection of power in the network of 20,664 MWh against the previous year;

  • Where communication is concerned, attention should be drawn to the ongoing investment in raising the awareness of the population, namely within the scope of the selective collection projects: Ecovalor, Mercado a Reciclar, EcoPraias, Ecoeventos, and Toneladas de Ajuda, projects which pursued the goal of maximising the increase in quantity and quality of the materials selectively collected. It is also worth highlighting the launch of the " ecycling Line" (Linha da eciclagem), a national customer service that is free of charge and allows the citizens to clarify their queries, request information, give suggestions and make complaints.

In terms of investment, the concessionary companies of EGF maintained in 2023 its focus on the continuity of operations and the execution of the ambitious investment plan defined for the three-year period 2022-2024, fulfilling their public service obligations arising from the concession contract. However, given the considerable change to the macro and microeconomic assumptions at the basis of the preparation of that investment plan, it becomes necessary to establish an exceptional and temporary mechanism of approval of new purchasing amounts of some investments and some goods, which is still under discussion between ERSAR and the Grantor.

In terms of sustainability, the Group has been tracing the path for structuring its risk management practices, for which purpose it created in 2022 the Risk Sustainability and Management Department. This department is responsible, in particular, for assessing the impact of the economic, environmental and social aspects on the results and assets of the companies, as well as the carbon impact of its activity.

In addition, it should be said that the implementation of uniform procedures on human resources, as well as the single assessment system for the 11 concessionary companies and the computerization of the companies (e.g., document management and consultation of financial information on the SAP analytics cloud), were continued in 2023. Similarly, and with a particular focus on efficiency, the procurement centralization process was pursued, as well as the development and technical follow-up of the concessionaires' operations. Finally, it is also important to highlight the projects associated with asset management and &D, where saw the assessment and inventorisation of the egulated Assets ase ( A ) of the roup's companies and the conduction of studies associated with the biomethane, respectively.

As regards 2024, it is expected to be considerably challenging to the management of the concessionaires, namely: (i) due to the uncertainty of the regulatory calendar considering the date of the coming legislative elections and the need for approval of the PAPERSU and the investment plans; (ii) due to the growing complexity of implementation of the regulatory model; and (iii) due to the instability of SIGRE, given the performance of the managing entities, namely Regarding the technical specifications and the consideration values.

SUMA BRASIL (Brazil)

The balance sheet of the activity of Suma Brasil in 2023 was fairly positive, both from a commercial and operating perspective, reflecting the path of company affirmation in the Brazilian market and its capacity to efficiently respond to the pressing concerns with the standard of living of the overall population.

With four new contracts raised in the State of Minas Gerais and one in São Paulo, the company also continued its performance in the Federal District and Paraná, reaching a record-setting of revenue, more than 6 million inhabitants served and a quantity of waste managed over 75 thousand tons per month.

Also in 2023, attention should be drawn to the beginning of the operations of the sanitary landfill of Santa Luzia and the execution of various contracts with municipalities belonging to the metropolitan area of Belo Horizonte, as well as with some private customers, which made it possible to reach a daily average of 310 tons of treated waste.

On the other hand, albeit on a smaller scale, the ECOSS and Mais Itapevi mixed-ownership companies achieved the targets defined as regards the quality of the services provided and the respective profitability.

As regards the year of 2024, it will be marked by the expiry of various contracts as well as by the continued successful commercial strategy adopted by Suma Brasil, rooted in mature solutions and in the vast knowledge acquired through decades of operation, which is foreseen to result in the raising of new contracts, thus keeping the tendency of growth of the last years.

SUMA (Portugal)

In 2023 Suma registered an increase of its activity, visible in the extension of its book and typology of its customers, pursuing a tendency that has been observed since its origin and which translated over the year in 36.9 million Euro in new contracts awarded, despite the reduction of approximately 9% in the quantities of waste collected, in a total of 65 municipalities.

The slowdown of inflation, resulting from the stabilization of markets and the production and supply chains, together with the reworking of more sustainable forms of organization in environmental, social, management and operating cost control terms, allowed for cushioning the heavy impact of the update in 7.8% of the national minimum wage, an aspect which assumed particular relevance in the activity of Suma.

The year of 2023 also witnessed the end of the strategic partnership maintained for many years with the Mota-Engil Group and the Urbaser Group, with Suma demerging its industrial waste business, which was subsequently disposed of over 2023 to that former partner, with the Mota-Engil Group, through Mota-Engil Ambiente e Serviços, having purchased the remaining 38.5% of the share capital of Suma (operation occurred in 2024).

This way, and following the conclusion of the aforementioned operations, Suma shall focus on its core segments: urban waste collection and treatment services, in Portugal, Angola, Brazil, Mozambique and Oman.

In commercial terms, the public entities (municipalities, associations of municipalities and municipal companies) remained the main contractors in 2023, with a marked growth of awards motivated by policies of sustainability and fight against waste of resources, namely of selective collection services intended for waste recovery, having been observed.

However, maintaining the tendency of definition of the award factor based exclusively on the price - on part of customers and potential customers - has been imposing a change to the commercial approach and operations in the field, with the purpose of mitigating the impact of this contractual requirement in the defense of the values of quality and reference of the Suma brand.

The year of 2023 also stood out for the consolidation of an emerging market: private and public structures presenting themselves as large producers of urban waste interested in guaranteeing greater sustainability to its activity of business, especially in the areas of health, hotel business, armed forces, among other more specific ones, such as the organization of larger scale events.

It is also worth mentioning the creation of a new structure of support to operations in Greater Lisbon (Polime Services Centre), the investment of which was focused on the quality and functionality of the work environment, and which integrates administrative services, production area, workshops for maintenance of vehicles and equipment, and a warehouse.

Finally, in 2023, Suma was once again nominated, for the seventh consecutive year, as a "Trusted Brand - Environment", in the category of "Waste Treatment Companies", which, as an award voted for directly by a significant sample of the Portuguese population, is indicative of the maintenance of the quality standards of operations and the trust established in the partnerships that Suma is part of.

As regards 2024, Suma will celebrate its 30th anniversary of activity, thus charting a course marked by professionalism and recognition, which has been translating into the position of leadership it takes in the Portuguese market. Moreover, 2024 will also be characterized by various challenges and opportunities, which the company will face in full alignment with the strategy and ambition it has been pursuing.

VISTA WASTE (Angola)

In 2023 the activity of Vista Waste focused on the continuity of the provision of waste collection and urban cleaning services in the province of Luanda, through the contracts entered into in previous years in the municipalities of Viana and Belas.

In the industrial, hospital and recyclable waste management and recovery area, a process for reprofiling the activity was initiated, which now has a book of approximately 300 customers, essentially private ones.

On the other hand, it is worth highlighting, on account of its relevance, following the agreement for settling matured debt reached in 2022 with the Provincial Government of Luanda, the receipt in September 2023 of the amount established in that agreement, which allows for Vista Waste to have in 2024 greater capacity to face the challenges posed to the pursuance of its activity.

CAPITAL

The business unit of Capital is divided into the following sub-segments: (i) Services (which includes essentially the operation and maintenance services currently provided by MOTA-ENGIL ATIV; (ii) Concessions (operating in Portugal and Mozambique), (iii) Tourism (operating in Portugal) and (iv) Energy (production of decentralized energy and charging of electric vehicles in Portugal).

In the year ended December 31, 2023, Capital turnover reached 92 million euros, an increase of 11% compared to 2022 (83 million euros), positively influenced by the 15% growth in the Services sub-segment. In addition, in the year ending December 31, 2023, the Services and Concessions sub-segments contributed 100% to Capital's turnover (88% in 2022).

Regarding operating profitability, Capital EBITDA for the year ended December 31, 2023 amounted to 2.9 million euros, a reduction of 0.5 million euros compared to 2022 (3.4 million euros). On the other hand, in the year ended December 31, 2023, the Services and Concessions sub-segments contributed 240% to Capital's EBITDA (125% in 2022).

Lastly, the EBITDA margin for the year ended December 31, 2023 reached 3% (4% in 2022).

On the other hand, in geographical and business terms, the following stand out:

CONCESSIONS

During 2023, Mota-Engil Concessions consolidated its activity, with the following being worthy of note: (i) the investment in innovative solutions studies of IT and O&M, namely through the improvement of the toll collection and telematics system; (ii) the presentation of proposals for new O&M contracts to entities outside the Group in Portugal and Africa; (iii) the launch of the study works of the project of the High-Speed Line (Porto-Lisbon).

On the other hand, in 2023, the activity of Lusoponte reached historical levels in terms of the number of vehicle crossings on the Vasco da Gama and 25 de Abril bridges (both in Lisbon), while at the SDI-Subconcessionária do Douro Interior subsidiary the activity took place as expected, with the realization in December 2023 of an operation that allowed for streamlining its capital structure.

Lastly, as regards the concession of the new Oriental Lisbon Hospital, in an unfavourable context of interest rates, and following a comprehensive process of negotiation with the financing entities, February 2024 witnessed the financing of the project and the conclusion of the concession contract for the design, construction, financing and operation and maintenance for 30 years of the hospital infrastructure, which shall be a reference in Lisbon and shall replace six currently operating health units (São José Hospital, Santo António dos Capuchos Hospital, Santa Marta Hospital, Curry Cabral Hospital, Dona Estefânia Hospital and Alfredo da Costa Maternity Hospital).

POWER

During 2023, Mota-Engil Renewing reinforced its identity, vision and strategy as a clean tech of the Mota-Engil Group, changing its market positioning and offer, strengthening its focus on the development of projects that support energy transition and decarbonization of its customers, as well as the implementation of solutions that combine technology, innovation, sustainability and creativity in the following areas: Smart Energy, Smart Changing and Smart Mobility.

Additionally, 2023 was for Mota-Engil Renewing also a year of strategic reflection and organizational and process consolidation, with the following facts being worthy of note:

  • (i) Consolidation of vision and strategy, achieved in the drawing-up of the business plan until 2030, considering organic development options, as well as opportunities for growth through acquisition and internationalization;
  • (ii) Redefinition of market positioning, focusing its offer on business models based on integrated and sustainable energy and mobility solutions, under a as a service model scheme, favoring the promotion, own investment and revenue sharing with partners in the medium and long term;
  • (iii) Approval of two projects financed by the Recovery and Resilience Plan (RRP) within the scope of the participation of Mota-Engil Renewing in the Aliança consortium for Energy Transition (ATE) with the purpose of developing management and operation solutions and tools for renewable energy communities and transition of corporate fleets to electrical mobility;
  • (iv) Establishment of Mota-Engil Renewing Polska, a company fully owned by Mota-Engil Renewing, with the purpose of leveraging the business growth in Eastern Europe, particularly in Poland.

Lastly, it is worth highlighting the fact that Mota-Engil Renewing currently holds the operation and/or the management in Portugal of approximately 2.127 kw/h of energy and of 188 public and private electrical vehicle charging spaces, the assets under operation and/or management expected to be doubled in 2024

MOTA-ENGIL ATIV

During 2023, Mota-Engil ATIV continued to cement its position in the market, consolidating the merger process occurred between Manvia and Vibeiras at the end of 2022, and furthermore pursued its strategy of providing high sustainability services to its customers, as laid down in its strategic plan 2022-2026.

On the other hand, the consolidation occurred during 2023 of the various units of its book and its interconnection with the focus on hydric, energy and carbon efficiency, with the strategies focused on the management of its assets was a reality, which together with the functional reorganization carried out not only lead to the increase of the turnover against 2022 but also, and more importantly, to the relevant increase of profitability and consequent reduction of the net debt.

In addition, the following relevant facts in 2023 are worthy of note:

  • Facility management; (i) consolidation of Mota-Engil Ativ as one of the main national players of the sector; (ii) renewal of the main contracts and raising of new contracts with leading national companies, such as Galp and CTT and (iii) pursuing what was established in its strategic plan, entry in the Polish market, with the establishment of Mota-Engil Polska and raising of the first maintenance contract in this field;

  • Landscaping; (i) conclusion of the works in two stadiums for CAN 2023 in Côte d'Ivoire; (ii) renewal of contracts with strategic customers such as REN and ICNF; and (iii) expansion of the geographic presence in the country, namely in Greater Porto;

  • Water and Pipes Area: (i) investment in hydric efficiency projects and provision of services to the industry sector with a view to the streamlining of the water treatment systems; and (ii) execution of two relevant works contracts in the pipes sector in Bolivia;

  • Energy and Carbon Area: (i) investment in biochar production and trading of carbon credits resulting therefrom, for which purpose the Mota-Engil Bicircle company was established; (ii) launching of the first stage of the Corvaceira project, with an area of 87 hectares and with carbon-sequestration equivalent to 68,085 tons. It is worth mentioning that the aforementioned project is the first national project recorded at Verra, the entity managing the carbon credits voluntary market, thus allowing Mota-Engil Ativ to record and negotiate the carbon credits of that market.

Lastly, it should be said that Mota-Engil Ativ today has a more consolidated position in the market, a solid book order and a reinforced portfolio with an integrating strategy in tune with the current macrotendencies that are aimed at the carbon offset of the organizations.

TOURISM

Where Tourism is concerned, 2023 was marked by the beginning of the refurbishment works of Casa da Calçada Relais & Châteaux. Those works include a thorough renovation of the hotel facilities, but also of the Largo do Paço restaurant, as well as the construction of new features, among which the SPA and the wine routes on the estate where the hotel is located stand out. The new SPA project represent a significant milestone in the evolution of the hotel's offer and aims to provide an enriching and memorable experience to the guests.

In terms of restaurants, it is worth mentioning the change of concept of Restaurante Real, which is now set apart from the others for a cuisine of Portuguese roots with emphasis on memory cuisine, translated into the offer of traditional Portuguese dishes prepared with fresh and quality ingredients.

Finally, for 2024 the strategy of the Tourism area relies on the streamlining of the operation and the attainment of efficiencies, thus incrementing the business profitability, without ever losing sight of the main goal of the customer's satisfaction and wellbeing.

MEXT

The business unit of Mext is divided into the following sub-segments: (i) Innovation and development (essentially envisaging the internal departments of the sub-holding itself suited for innovation, transformation and investment); (ii) Real Estate (activity in Portugal and Central Europe); (iii) Agroforestry (activity in Angola and Malawi), (iv) Mining (activity carried out mostly in Africa) and (v) Energy (activity in Portugal and Africa).

In the year ended December 31, 2023, Mext turnover reached 42 million euros, an increase of 81% compared to 2022 (23 million euros), essentially influenced by the Real Estate sub-segment, which at this stage represents almost all of the segment's turnover.

Regarding operating profitability, Mext EBITDA for the year ended December 31, 2023, amounted to 9.1 million euros, an improvement of 8.5 million euros compared to 2022 (0.6 million euros), which was essentially influenced by the Real Estate subsegment and, in particular, by the appreciation of an investment property located in Portugal.

Lastly, the EBITDA margin for the year ended December 31, 2023 reached 22% (3% in 2022).

On the other hand, in geographical and business terms, the following stand out:

AGRO-FORESTY

In the Agroforestry sub-segment, Mamaland was born in 2023 through the reinvention of Empresa Agrícola e Florestal ortuguesa, with the purpose of establishing itself as the roup's vehicle to sustainability projects focused on agroforestry.

Also in 2023, the Cabinda Rare System project registered a significant momentum, with emphasis on the mobilisation of specialised personnel and the conclusion of the project financing agreement, which occurred in October 2023.

In addition, in December 2023, it should be mentioned that Mamaland was at COP28 in Dubai, which was the first public event in which it revealed its projects under development.

Moreover, in Malawi, a contract with the local Government for the development of a reforestation and forestry management project in an area of approximately 250,000 hectares was entered into, named Malawi MoRe System. Following the fulfilment of the preceding conditions laid down in the aforementioned contract, an addendum to the contract was entered into in November 2023 that increased the area under concession to approximately 350,000 hectares.

Lastly, 2024 shall be a structural year for Mamaland in terms of the implementation and operationalisation of the various projects it is currently developing.

ENERGY

During 2023, Mewton – Mota- ngil nergia S.A., an entity complementing the other M XT's investment vehicles, was established.

Mewton's mission is to create value by developing and implementing energy projects that are sustainable and customized on an industrial scale, either connected to the network or in self-consumption mode.

Of the activity carried out by Mewton in 2023, the following stands out:

  • (i) The development and assessment of opportunities for investment in energy projects in territories where the Group carries out its activity. This way, besides the Logz project, under development in Portugal, opportunities were identified and interactions with the various markers were carried out, namely with Portugal, Kenya, Mozambique, Côte d' voire and South Africa;
  • (ii) Support to markets which develop its activity in the Engineering and Construction area, in the drawing-up of proposals for energy projects in the EPC modality, with emphasis being placed on Portugal, Angola, Mozambique, Nigeria and Uganda.

Regarding the Logz project under development, the position therein was consolidated in 2023 through the transfer of 50% of D T's capital, S V which holds the rights to the process of allocation of the capacity reserve document (T C). However, external constraints related to changes to the legislation have not yet allowed the process of negotiation of TRC to be started. However, that process is expected to start in the first quarter of 2024, which should allow for the regular development of the project.

Lastly, Mewton's goal for 4 is to realise some of the opportunities identified in , develop new opportunities, mostly related to strategic infrastructures and sectors (e.g., environment and mining) and initiate its economic activity with the consequent revenue generation.

REAL ESTATE

The year of 2023 was characterised by important advances and challenges to Emerge - Mota-Engil Real Estate Developers (Emerge).

This way, Emerge consolidated its operations in the assets it currently has under development, in particular in the "Aurius" project in Porto, having also proceeded to dispose of some non-strategic assets; it also sought to licence value adding urban operations in part of its portfolio, this enhancing both its value and its liquidity.

Finally, it actively made commercial efforts with a view to sell the building units in its projects in course.

Where partnerships are concerned, the reinforcement and solidification of the relationship with Gingko, an entity with which it is developing the project of the Former Plant of Freixo, in Porto, is worthy of note.

On the other hand, in 2023, the asset management area substantially increased its revenue resulting from the income assets, thus remaining a value adding relevant activity in the company's structure.

Lastly, despite the challenging macroeconomic scenario, Emerge showed, over the course of 2023, resilience and efficiency in the management of its real estate developments.

For 2024, Emerge plans to conclude the licensing it currently has underway in some of its main assets, create new partnerships and leverage its activity with new projects, always in line with its values, commitment for quality, innovation and social responsibility.

INNOVATION AND DEVELOPMENT

The Innovation and Development sub-segment is characterised by the investment made in the core businesses of the Group through innovation and the promotion of its development, as well as through its people and stimuli for openness and collaboration.

In this sense, 2023 also saw the promotion of four collaboration workshops in the months of May and June, bringing together workers from different companies and from the various countries where the Group operates to work cooperatively in a set of ideas with a potential to transform into innovation projects within the Group.

After the workshops were concluded, the first edition of the Mota-Engil Innovation Awards was held in 2023 with the aim of highlight the innovative initiatives underway in the Group.

On the other hand, the Inspiration Sessions are also worthy of note, having started in March 2023 and bringing inspiring guests to share their stories, revolutionary ideas and knowledge with all the roup's workers.

Subsequently, in October 2023, the Innovation Academy was initiated with the Innovative Leaders course, which served the purpose of promoting creativity, developing skills and promoting collaboration within the Group.

The first innovation projects promoted by MEXT were also initiated in 2023.

Finally, 2024 is expected to be a year of growth and affirmation of M XT as the roup's innovation and transformation area, continuing the various innovation projects and the various initiatives that took place in 2023.

MINING

At Mining, Luso Global Mining (LGM) is the roup's asset investment and development vehicle focused on the natural resource sector.

This way, in the team's effort focused on the development of its asset portfolio and in the development of new partnerships.

In light of the aforesaid, it is worth highlighting in June 2023 the commissioning of an equipment that significantly increased the production of the Moquita mine, one of the three mines currently with operation licence which are under development in Angola by LGM.

On the other hand, attention should also be drawn to the conclusion of an IPO in July 2023 in Perth, Australia, for the development of the Chilwa Minerals project, in Malawi.

Lastly, the fourth quarter of 2023 was characterised by the beginning of the preparatory work of mining exploration in Cameroon.

As regards 2024, LGM will continue to pursue its strategy, focused on the development of the various projects it currently keeps underway, while making sure it is always looking for opportunities in the market.

A O NT O S ARES TRADED ARTER

1.3.4 Mota-Engil in stock market

The evolution of performance of Mota- ngil S S' share price in is shown in the following charts:

On 31 December 2023, the share capital of Mota-Engil, SGPS, S.A. comprised 306,775,950 shares, with a nominal value of one Euro each, all traded at Euronext Lisbon. On that date, Mota-Engil, SGPS, S.A. held 6,091,581 own shares, representing 1.99% of its share capital.

The year of 2023 was characterised by large inflationary pressures at levels that go beyond the objectives deemed comfortable by the Central Banks, namely the European and the North-American ones, which adopted a restrictive monetary policy translated into various key interest rate increases over the course of the year. Simultaneously, various armed conflicts marked 2023, namely the ongoing conflict between Ukraine and Russia, which started in February 2022 and, more recently, the Israeli-Palestinian conflict that broke out in October 2023. These factors contributed to some volatility in the financial markets, namely the stock and bonds markets.

Notwithstanding the aforementioned context, the fact that some of the most important economies and worldwide companies have presented growths above expected, thus contradicting the worst expectations of recessionary scenarios and dismissing hard landing and stagflation scenarios, allowed for a positive performance of the markets, particularly the equity market. Additionally, the data on the price indices released at the end of the year demonstrated the success of the restrictive monetary policy adopted, as well as a controlled inflation, which lead to a significant increase in the equity market in the fourth quarter of the year, anticipating and integrating a decrease in the key interest rates on part of the North-American Federal Reserve and on part of the European Central Bank.

In 2023, the Portuguese share index, PSI20, registered a positive performance of 11.71% and the European sectorial index, SXOP, closed the year appreciating 30.62%. In 2023, the share of Mota-Engil, SGPS, S.A. presented a positive performance of 238.46%, reaching by 29 December 2023 a market capitalisation of 1,215 million Euro. During that period, the share reached a high of 4.260 Euro and a low of 1.186 Euro. In addition, in 2023 a total of 362 million shares were traded on Euronext Lisbon, corresponding to an average daily volume of 1.4 million shares.

On 27 March 2023, Mota-Engil, SGPS, S.A. entered into a liquidity agreement with Caixa – Banco de Investimento, S.A. with the purpose of boosting the liquidity of its shares admitted to trading in the regulated market of Euronext Lisbon. This contract entered into force on 11 April 2023 and shall last for a year, being susceptible of renewal for equal and consecutive periods.

The Annual General Meeting of Shareholders of Mota-Engil, SGPS, S.A. took place on 27 Abril 2023. All the items addressed therein were approved, with emphasis on the proposal for distribution of social assets, namely part of the reserves accounted for in the "Free eserves" account in the total amount of ,748,15 uro and 47 cents, each share thus having the value of 10.023 cents, tax withheld.

1.3.5 Activity developed by the non-executive directors of the Board of Directors

During the year of 2023, non-executive directors participated regularly in the meetings of the Board of Directors, discussed matters under analysis and expressed their opinion on strategic guidelines and specific business areas. Wherever necessary, they stayed connected with the teams of the Corporate Centre and of Shared Services Centre, as well as with the business unit managers. As described in the report on Corporate Governance practices, some non-executive directors participated in the meetings and other activities of the Group's Corporate Committees.

1.3.6 Proposals for the application of results and distribution of corporate assets

The Individual Management Report contains the following proposals:

"The oard of Directors proposes to the Annual eneral Meeting:

  • That negative retained earnings be covered in the amount of 17,430,287 euros and 24 cents through the use of the "Free reserves" account;
  • That the negative net result calculated in the amount of 5 , 9 , 16 euros and 1 cent, be transferred to the " etained earnings" account; t is
  • Verifying that the requirements set out in articles 32 and 33 of the Commercial Companies Code are met, that corporate assets are distributed to shareholders, namely, the distribution of part of the amount recorded in the "Free reserves" account, in the global amount of 39,175,288.82 euros, thus corresponding to each share the value of 12.77 euro cents, subject to taxes.

Excluded from this total amount is the amount of the distribution that would be due to the shares that, on the date of the distribution of the referred commodities, are held by the Company itself or by its dependent companies, which should remain allocated to the "Free eserves" account.

BUILDING A BETTER WORLD IN 21 COUNTRIES

75

Integrated report 2023

SUSTAINABILITY REPORT

RELATÓRIO ÚNICO 2023 INTEGRATED REPORT 2023

1.4 Sustainability Report

1.4.1 General information

GRI 2-2 ESRS BP-1, BP-2

In this chapter, the Mota-Engil Group presents its individualised sustainability report as a "Sustainability Statement", in line with the requirements of the European Sustainability Reporting Standards (ESRS).The adopted structure follows the order defined in ESRS 1 - General requirements, which structures the contents in four parts (subchapters): General information, Environmental Information (including mandatory content in response to the EU Taxonomy), Social Information and Governance Information. The content in each subchapter follows a more flexible reasoning than the one defined by the ESRS, considering that this is still a transitional year.

This report was prepared in compliance with the standards of the 2021 version of the Global Reporting Initiative (GRI). It also includes content correlations between this document and the reporting model for disclosing non-financial information defined by the Portuguese Securities and Exchange Commission (CMVM) in response to the requirements set out in Decree/ Law No. 89/2017, of 28 July, as regards to disclosure of non-financial and biodiversity information by large companies and groups.

Each chapter and sub-chapter identifies the GRI and ESRS disclosure requirements to which this report responds (complemented by the GRI Index and ESRS Correlation Table). In the latter case, we wanted to demonstrate the alignment with the ESRS and the path of improvement underway to identify and close the existing gaps, although in some cases we may not yet be providing a full response to the referenced requirements.

The information presented in this report takes the Group's main results into consideration, and those aspects deemed material are provided in detail. To analyse and support the GRI indicators for 2023, information from the Group companies indicated in the GRI Content Index – indicator 2-2 was taken into account. This information was collected from the different markets and companies in line with the scope of financial data.

It should be noted that the new Strategic Plan 2022–2026 – "BUILDING 26 | For a sustainable future" (Chap. 1.2.3) implied the restructuring of the business areas which will allow reporting of our financial performance and ESG based on the different divisions, thereby more directly mirroring the environmental, social and economic impacts specifically associated with each type of business. Since this restructuring is still underway, for the purposes of this report the information has been structured according to the current business areas, namely: E&C Europe; E&C Africa; E&C Latin America; Environment; MEXT; Capital; Holding and others. The historical data maintains the breakdown previously in force and contained in the previous report.

With regard to the materialisation of the approach to material topics, a selection of initiatives undertaken in 2023 by the Corporate structure and business areas is presented in each of the subchapters.

Due to the amount of content in this document, it was decided not to use inclusive language, leaving out references to disaggregated data by gender. Because the Mota-Engil Group is committed to gender equality, as mirrored in the content on talent management (Chap. 1.4.3.II), this option is not deemed to harm the Group's position on this matter nor our policies and practices.

I. Strategic approach to sustainability

GRI 2-22, 2-23, 2-24

ESRS GOV-5, SBM-1, SBM-3, MDR-P, MDR-M, MDR-T, S1-1, S3-5, S4-1

The theme of sustainable development today represents a global concern and challenge. To that end, we are aware of the key role companies play in implementing a sustainability agenda. Based on the purpose stating that "Our legacy inspires us and commits us to build a better world", our ambition is to become a "Global business focused on delivering value to every stakeholder sustainably".

We integrated in our new Strategic Plan, relating to the 2022-2026 period – "BUILDING 26 | For a sustainable future" Chap. 1.2.3), sustainability and innovation as one of our five pillars of action. Through our new strategy, we are committed to the United Nations' 2030 Agenda and to contributing to the Sustainable Development Goals (SDGs), for which we have set out strategic targets and guidance. In relation to the results of the double materiality analysis conducted in 2023 (Chap. 1.4.1.III) – and with the broad participation of stakeholders – in August 2023 their strategic goals were revised, in line with the material topics assessed as structuring.

As new strategic goals, the Mota-Engil Group aims to achieve by 2026:

  • 75% of local talent in management positions;
  • Global certification (100%) of the Mota-Engil Group according to ISO 9001, 14001 and 45001, based on turnover;
  • 10% of Entities measuring the social impact of the corporate social responsibility of the Group based on SDGs.

Also noteworthy is the 50% reduction target for the non-fatal accidents at work with sick leave rate (LTIFR) by 2026, vs. the base year of 2020 in the Engineering & Construction BU. At Group level, this objective is maintained, but with the baseline of 2021.

It should be noted that we are adapting our business model to sustainability challenges, in particular to opportunities related with fair climate transition, through the creation of services/products that aim to ensure and speed up the transition concerning the way we do business, while helping clients making their own transition to a low carbon economy:

  • Making sure that developed countries and people (including those relying on fossil fuels) are not affected disproportionately;
  • Enhancing the access of communities to basic clean technology, innovation and appropriate employment;
  • Working in cooperation with governments, clients, employees and concerned parties (such as NGOs and non-profit organisations like FMAM) to improve peoples' lives and ensure a sustainable planet;
  • Promote more and new services and products that foster environmental solutions with lower carbon intensity, while simultaneously innovating and adopting more efficient solutions within the business core areas;

This change has been gaining importance in non Engineering&Construction business, through Capital business units (Chap. 1.2.2) – in innovative areas related to Energy and Services (through Mota-Engil Renewing), as well as Provision of Services (through Mota-Engil Ativ) and in the newly created business unit MEXT, through different areas such as real estate, agroindustrial production and energy production (Chap. 1.4.4.VI).

The development of infrastructures needed to achieve the SDGs, particularly in geographies where these are most lacking, is also an opportunity for the Group's Engineering & Construction and Environment business units, as core businesses. In the Environmental sphere, the purpose is growth focused on new environmental goals in Portugal (e.g.: Portuguese Strategic Plan for Municipal Waste [PERSU] 2030) and on new international projects, leveraged by the Group's know-how in all the value chain of waste management and the proven capacity for boosting international growth.

It should also be highlighted that we aim to convey and communicate the value and dignity of human life as a fundamental value by reinforcing security and mental health campaigns, in addition to train and empower women within the company, generating opportunities for career development. Investing in people is key to the fulfilment of our goals. For example, to demonstrate Mota-Engil's commitment to gender equality, in 2023 it will hold the first class of the WoMEn Leaders programme.

Also noteworthy is the reinforcement of the sustainability governance structure (Chap. 1.4.1.II). As a reflection of the centrality of sustainability in our strategy and commitment to the SDGs, we also highlight the launch of new Mota‐Engil Sustainability Bonds linked to the strategic goal of "cutting accidents in Engineering and Construction projects by 50%" (Chap. 1.4.4.III).

MOTA-ENGIL GROUP CONTRIBUTIONS TO SDGs IN ALIGNMENT WITH THE STRATEGIC GOALS

Promotion of gender equality and nondiscrimination.

Fighting harassment and discrimination.

Facilitating the balance between working life and private life.

Campaigns valuing the contribution of women.

Divulging engineering as a worthy profession.

Promoting decent work through protecting labour rights and fostering occupational health and safety.

Creating work and wealth in the different countries where we operate through our operations and relations with local suppliers.

Fostering diversification, tech modernisation and innovation.

Promoting economic growth in balance with environmental preservation and fostering resource efficiency in consumption and production processes.

Developing high-quality, sustainable and certified infrastructure.

Modernising the building industry with the aim of higher efficiency in resource use and the adoption of technology and processes with lower environmental impact. Developing R&D&I projects, participating in industrial/sectoral initiatives and associations and supporting academic/collaborative projects with universities

in the Group's various business areas.

Ensuring equal opportunities and decreasing inequalities in outcomes, through the abolition of discriminatory practices and by making sure local talent has access

Commitment to local succession training for management and junior staff within the company.

to management positions.

FMAM support for corporate citizenship projects/donations to associations that promote social inclusion, equal opportunities and less inequality.

FMAM social and family support for the Group's employees.

Promotion of sustainable management and the efficient use of natural resources both in its own operations and via the Group's various business areas. Reducing the

environmental and human health impact of waste. Developing awareness

campaigns in local communities.

Promotion of sustainability in the value chain.

Promotion and construction of more efficient buildings, at the design stage. Promoting electric

mobility. Optimising processes, pathways and materials

Investing in renewable energies.

use.

Integrating environmental requirements into procurement policy.

Nature conservation and restoration activities.

Stimulating partnerships with various bodies in pursuing the goals set out and within the scope of the FMAM's actions.

MOTA-ENGIL GROUP CONTRIBUTIONS TO OTHER SDGs

Carrying out actions of solidarity and support for local communities.

FMAM support for charitable institutions.

Occupational health programmes and health and wellbeing campaigns (including mental health).

Developing awareness campaigns in local communities on the themes of health and safety (including road safety).

FMAM support for corporate citizenship projects/donations to local associations aimed at promoting health.

FMAM support for Group's employees to acquire medicines.

Developing employee training.

Attracting and developing high-potential young people. Empowering and integrating young people into the workforce in their countries of origin.

Developing awareness campaigns in local communities on the themes of safety, health (including mental health) and environment.

FMAM support for programmes to develop education, training and qualification of young people and adults, particularly among more disadvantaged groups.

Social and family support for Group employees through the awarding of study grants by FMAM.

Energy recovery (hydroelectric and wasteto-energy plants).

Promoting energy efficiency in buildings.

Growing use of photovoltaics.

developing awareness campaigns. Contributing to the rise in inclusive and sustainable

Supporting local communities through projects to build and rehabilitate degraded urban buildings and spaces.

urbanisation.

Cutting the environmental impact associated with waste through the waste business unit and

FMAM support for corporate citizenship projects/donations to local associations aimed at promoting decent housing conditions and the protection and safeguarding of cultural heritage.

Environmental plans that integrate compensation and biodiversity restoration measures.

New business areas with nature-based solutions.

Governance model supported by rules of ethics and conduct, integrity and transparency, and accountability.

Measures to prevent corruption, bribery, money laundering and funding of terrorism in the value chain.

Promoting human rights in the value chain.

Promoting active forms of stakeholder engagement.

Our position with regard to sustainability is also reflected in the partnerships we create, associations in which we participate and the commitments we subscribe to. Two of these participations are worthy of note, while the full list can be found in the GRI Content Index, in the disclosure requirement 2-28.

FMAM serves as President of the General Assembly (2021-2023 mandate).

COMMITMENTS SUBSCRIBED TO BY THE MOTA-ENGIL GROUP

2019 BCSD Portugal's CEO Human Rights Guide
2020 BCSD Portugal's Charter of Principles
2022 Porto Climate Pact
McKinsey & Company's Net Zero Built Environment Council
Portuguese Diversity Charter
2023 Alliance for the Promotion of Mental Health in the Workplace
Agreement for More and Better Jobs for Young People

As an expression of Mota-Engil's commitments to sustainability and support for its materialisation within the Group, a set of codes and policies, among other structuring documents, have been defined. Although the existing policies may not cover all the material issues (Chap. 1.4.1.III), these are supported by the Strategic Plan, translated into objectives and action plans, and the formalisation of the policies identified as most relevant is underway - e.g. Sustainability, Human Rights and Global Human Resources Policies.

POLICIES AND CODES APPLIED ACROSS THE MOTA-ENGIL GROUP

Environmental Social Governance

SHEQ Policy (environmental)

Sustainability policy (in preparation)

SHEQ policy (occupational health and
safety)

Sustainability policy (in preparation)

Global Human Resources Policy (in
preparation)

International Mobility Policy

Salary Policy

Variable Remuneration Policy

System of Production Incentives Policy

Career Policy

Remuneration Policy

Code of Ethics and Business Conduct

Risk Management Policy

Anti-Corruption, Bribery and
Prevention of Money Laundering and
Terrorism Financing Policy

Reporting of Irregularities and Non
Retaliation Policy

Privacy and Personal Data Protection
Policy

Harassment and Discrimination Policy

Fair Competition Policy

Transactions with Related Parties
Policy

Integrity and Compliance Policy

SHEQ Policy (Quality)

Sustainability policy (in preparation)

Human Rights Policy (in preparation)
Chap. 1.4.2 Chap. 1.4.3 Chap. 1.4.4

In the context of the digital transformation of ESG data, Mota-Engil is currently developing a project to implement a centralised platform that will support sustainability reporting and management. The implementation of this platform will help to reduce the risk associated with the reliability, absence or delay in collecting necessary data for decision-making and sustainability reporting for in-house and external purposes.

It should be mentioned that the multisectoral character of Mota-Engil Group's activities and its presence in highly diverse geographical contexts makes identifying and reporting performance information a highly complex, slow and demanding task involving dozens of stakeholders. The implementation of this digital platform is a structuring measure to ensure the availability of information to central structures and to make this process more efficient – enhancing the standardisation of data gathering and its complete, timely and regular reporting, also facilitating the entire (in-house and external) information verification process.

Also of note are the structuring actions taken by Mota-Engil Group since 2021 to ensure the quality of information reported: the identification and review of relevant indicators, in line with the strategy defined and legal and regulatory requirements; the consolidation of methodologies to collate these; and the standardisation of sources and criteria for data collation between the different markets/geographies where the Group operates. The setting up of the working group for Accountability, Transparency and Reporting (Chap. 1.4.1.II), within the scope of the new sustainability governance structure, also merits highlighting due to its importance in operationalising the Group's strategy in this area.

II. Sustainability Governance

GRI 2-12, 2-13, 2-14, 2-16, 2-17, 2-19 ESRS GOV-1, GOV-2, GOV-3

The centrality of sustainability to our strategy translates into a reinforced sustainability governance structure whose goal is to develop competences and guidelines within the Group and to attain a recognised position in rankings, ratings and sustainability indices.

The Executive Committee of Mota-Engil Holding (COMEX) is committed to sustainability management and is responsible for approving the respective strategy.

Coordination of the strategy's implementation, system maintenance and sustainability reporting are the responsibility of the Sustainability Department in liaison with the other corporate areas and business units in the various countries where the Group operates and with the support of the Manuel António da Mota Foundation (FMAM). It is important to mention that the Sustainability Department is autonomous and reports directly to the CEO of the Mota-Engil Group. In 2023, the ESG Department was created within this department, with a focus on sustainability reporting to the various Stakeholders.

To operationalise the Building 26 for a Sustainable Future strategy, the constitution of our Sustainability Committee and other leadership tiers dedicated to sustainability should be highlighted.

The Sustainability Committee, headed by the Group's President and CEO and supported by the Sustainability and ESG department and Chief Corporate Officer, also includes representation from the Manuel António da Mota Foundation. This Committee meets monthly, and its mission is to oversee, monitor and reinforce the implementation of our sustainability strategy; oversee work concerning sustainability; analyse the sustainability performance of our ESG; discuss and oversee global trends; discuss and approve corporate sustainability initiatives and bring topics of discussion and approval to Mota-Engil's Executive Committee.

Sustainability Champions, present in all corporate hierarchies, play a key role in the transition towards sustainability, inspiring people to take action, promoting innovation and cooperation, and highlighting the environmental and social excellence of each individual. In 2023, an internal competition to determine and appreciate the Group's Sustainability Champions was launched. The winners were announced at the Mota-Engil Group Christmas party. From the 71 applications received, 6 employees who lead by good example were chosen, meaning they are daily agents of change and inspire others around them to take positive actions within the social, environmental and/or governance sphere.

Sustainability Agents, including focal points (corporate and local) as well as other Group employees. All employees are considered sustainability agents as they all play a role in the Group's performance.

Sustainability Working Group leaders assume a more active role, both in defining strategies and in developing action plans that will reinforce the goals linked to strategic objectives and/or topics considered material for Mota-Engil. The Sustainability Working Groups (SWG) are headed by in-house personnel that are not only technically knowledgeable but show extraordinary motivation for this topic. Leaders are supported by various representatives of the Group business units, markets and departments. There are seven SWG set up:

  • Climate & Decarbonisation;
  • Circularity;
  • Equality and Diversity;
  • Safety & Well-being;
  • Accountability, Transparency and Reporting;
  • Sustainable Procurement;
  • Corporate Social Responsibility.

In order to develop new leadership and increasingly anchor the topic within the Organisation, during 2023 the SWG leaders were very keen to take part in: external thematic events to increase inside knowledge and include in the action plan the best practices; conducted internal webinars on sustainability "Inspirational Sessions", promoted by ME T).

Additionally, Mota-Engil has been present at national and international conferences on sustainability. Carlos Mota Santos, Chairman and CEO of the board of directors was a speaker on the panel "Sustainability Champions, here & abroad" at the first GRACE conference. This event, which took place in Lisbon in November 2023, had the following motto: "Sustainability as a Competitiveness Factor". It is important to mention the participation of our ESG & SHE Director at the BCSD Annual Conference named "Challenges and Paths to 2030", which took place in Porto in June 2023, where our commitment to sustainability in the form of Sustainability-Linked Bonds was presented. These were pivotal moments to consolidate our positioning as a transparent company, leader in sustainable financing and committed to a strong safety culture (Chap. 1.4.3.I).

Another aspect to be emphasised in 2023 was the involvement of top management in leveraging the themes that contribute to the various dimensions of sustainability:

  • Definition and approval of the goal (Chap. 1.2.1);
  • Promotion and participation in the Sustainability Committee (Chap. 1.4.1.II);
  • Participation in the double materiality analysis and revision of the strategic goals for sustainability (Chap. 1.4.1.I, 1.4.1.III);
  • Analysis and communication of the performance achieved on strategic goals;
  • Participation in Sustainability Talks held by the ESG & SHEQ Management as part of an initiative promoted by EGF within its companies;
  • Approval of the sustainability reporting digitising, through the awarding of a transversal digital solution for the Mota-Engil Group;
  • Promotion of the development of a Human Rights Policy for the Mota-Engil Group;
  • Approval of the SHEQ Policy Revision (Chap. 1.4.2, 1.4.3.I, 1.4.4.V);
  • Conducting SHEQ moments at the periodic management meetings (including the meeting with Directors), at all levels of the Organisation (Chap. 1.4.3.I);
  • Participation in the global SHEQ committee (Chap. 1.4.3.I) and Regional SHEQ committee (LATAM e Africa);
  • Approval of the mental health management strategy Wellness Programme (Chap. 1.4.3.I);
  • Approval, disclosure, and implementation of the SHEQ Golden Rules (Chap. 1.4.3.I).

It should be noted that our concern for sustainability also translates into the principles of good governance that we follow. Leadership of the Board of Directors, transparency and the principles of governance are essential to effective governance and the correct performance of the companies regulated. In this regard, refer to the governance model's chapter for information concerning the characterisation of the Board of Directors (Chap. 1.2.4).

With respect to the integration of the sustainability performance in incentive regimes, refer to the Remuneration Policy for executive members of the Company's Board of Directors, as well as for non-executive and non-independent members. This policy is governed by a plan comprised of: (i) a fixed component defined in accordance with the function, the corresponding position within the functional groups predefined for the Group and market benchmarking (supported by the Korn Ferry/Hay Group international methodology for job evaluation), which includes the base gross remuneration paid in reference to the period of one year; and (ii) a variable component paid as performance bonus, taking into consideration performance, based upon criteria defined and revised annually by the Remuneration Committee. The criteria for awarding variable compensation to members of the Group's administrative bodies are indexed to performance assessment and are the responsibility of the Pay Committee.

The benchmarking of the remuneration for the administrative and supervisory bodies is based on the concept of "target pay" and establishes that fixed remuneration should account for around 70%, variable remuneration 20% and other 10%. Variations to these percentages stem from the aspects listed in point 4. Remuneration of the administrative and supervisory bodies of the Remuneration Policy aims to ensure a causal relationship between the compensation rationale and the performance of those holding the positions.

The Variable Remuneration Policy of the administrative bodies includes a variable component, paid as a bonus, to reward improved performance, based on criteria defined and reviewed annually by the Pay Committee on the proposal of the Evaluation and Remuneration Committee. These criteria incorporate two components:

  • uantitative, measured through compliance with key KPIs indexed to the Group's Strategic Plan set out in annual targets and fixed at the start of each assessment cycle to achieve a balance between the long-term vision and shortterm delivery of results;
  • Qualitative, resulting from an individual assessment of key competencies.

The payment of variable remuneration to members of the Group's governance bodies assumes compliance with two cumulative conditions: attainment of the targets, defined at the start of each annual assessment cycle and set out in the Group's Strategic Plan; and satisfactory attainment of the quantitative targets considered with the individual qualitative evaluation, which may result in a pay out ranging between a predefined minimum and maximum percentage.

To ensure the variable Remuneration Policy is a key incentive in fostering a long-term view that safeguards the Group's future interests and their sustainability, five pillars and their subsequent goals and targets were set out for 2026 and 2030, to which the respective compensation is indexed.

With the exception of the four shareholders from the Group's founding company (of which two are former and two are current directors), for whom a separate pension plan was established, the Mota-Engil Group does not have a pension plan for the other members of the administrative and supervisory bodies.

III. Material topics

GRI 3-1, 3-2 ESRS IRO-1

In 2022/23, the Group began an exercise to analyse double materiality in anticipation of the transposition into national law of the EU Corporate Sustainability Reporting Directive and also bearing in mind the requirements of the new Universal Standards of the Global Reporting Initiative (GRI) (in its 2021 version). This exercise comprised four main stages (see figure).

It is important to highlight that in this context internal and external stakeholders were heard. In total, various in-house workshops were held, selected external stakeholders interviewed and an online questionnaire widely conducted. During the hearing process, we took into consideration the representativeness of our different business areas and the macro-geographies where we operate. It is important to mention that regarding impact materiality, the topics were assessed based on the recommended criteria set out in GRI 3 Standard and contained in the United Nations Guiding Principles on Business and Human Rights and OECD Due Diligence Guidance for Responsible Business Conduct.

As a result, and from a total of 34 sustainability topics on which hearings were held, a list of 18 material topics was finalised. We considered the 17 structural and emerging topics identified in the matrix as material topics, to which is added the "social responsibility" topic initially called "social impact" and which in the matrix is regarded as a topic to monitor), which is currently enabled by the Manuel António da Mota Foundation and was considered to be part of the Group's culture and strategically important.

The results of this double materiality exercise were a solid basis for the revisitation and strategical alignment conducted in 2023, with the definition of new goals where Sustainability Working Groups will strengthen the action plan to be integrated in the Organisation (Chap. 1.4.1.II).

Derives from the aggregation of the topics "Climate adaptation, resilience, and transition", 'Energy management' and 'GHG emissions'".

Derives from the aggregation of the topics "Waste management" and "Resource (re)use and availability'.

Derives from the aggregation of the topics "Employment practices and professional mobility" and "Career development, training and education".

IV. Mota-Engil Group stakeholders

GRI 2-29 ESRS SBM-2, S1-2, S2-2, S3-2, S4-2

At Mota-Engil, we seek to systematically identify, monitor and revise information on the needs and expectations of our stakeholders as crucial factors in the success of our activities and in identifying risks and opportunities.

As a result of the new double materiality analysis (Chap. 1.4.1.III), conducted in 2022/23, we identified a total of 13 stakeholder groups and defined new strategic goals for sustainability (Chap. 1.4.1.I). In this analysis, we sought to reassess, rename and/or identify new shareholder groups, relying on the contributions of the main heads of the Business Units and the countries where we operate.

This internal debate led to the identification of different levels of stakeholders, with clients, employees, shareholders, financial sector, public and regulatory entities, and suppliers assessed as the core groups. It should be stressed that in being aware of the impact that our activities can have on the planet and future societies, we introduced two new stakeholder groups – Society & Future Generations and Environment (NGOs).

With regard to forms of communication and

Clients Employees Shareholders
Regulators
& Public Bodies
Financial Sector Suppliers
Partners Supervision,
Accreditation
and Certification
Bodies
Society
& Future
Generations
Environment
(ENGOs)

engagement, these vary depending on the group of stakeholders. We seek to ensure that the channels used, as well as their frequency, are adequate given our needs and those of shareholders. It is worth mentioning that the approaches used for the main stakeholders are largely dependent on the dynamics, legal requirements and characteristics of each region where we operate, as well as the business areas. In terms of the cross-group communication channels for stakeholders, we refer to the emails, website and social media, and also the whistleblowing channels for reporting (corporate and local) irregularities, where applicable.

It should also be mentioned that we seek to innovate in our approach, wherever feasible, to reinforce engagement with our internal and external stakeholders. In this context, we highlight the importance of digitalisation, both of the internal process of transforming our human resources (Chap. 1.4.3.II), and through the development of apps, games and other specific resources in some business areas (such as Recycle BinGo and the EGF Recycling Line), in interaction with our stakeholders.

For the main stakeholder groups involved in the hearing process and for whom feedback was received within the context of the materiality analysis (Chap. 1.4.1.III), we highlight the purpose and form of engagement as well as the sustainability topics of greatest impact for each group and the way in which we can create value for them.

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Note: Identified through the process for hearing stakeholders – via surveys and/or interviews – conducted for the materiality analysis (Chap. 1.4.1.III). The topics are listed in alphabetical order and, where topics classified on an equitable basis exist, the list was broadened.

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1.4.2 Environmental information

GRI 3-3 ESRS BP-1, BP-2, SBM-3, IRO-1, E1-2

As a result of its activities and dependence on natural resources, the Group may be responsible for various associated environmental impacts and risks. These include, notably, the withdrawal and use of water, sub-products of the work it carries out, biodiversity, ecosystems and natural capital, climate change and greenhouse gas emissions, energy consumption, effluent generation and waste production, among others.

The environmental risks the Group's companies are exposed to can manifest themselves in government fines and sanctions, negative reputational impacts, contractual penalties with clients and other financial impacts on stakeholders stemming from costs to remediate the environmental impacts caused. Mention should also be made of the potential impact of (physical and transitional) climate risks and opportunities on the Group's activities. To incorporate climate change into the corporate risk strategy and management processes, assessing potential financial and strategic implications stemming from climate change and enabling the development of adequate responses, the Group's aim is to implement the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD), for which a pilot project was started in 2023 at EGF (Portugal) which will eventually be rolled out to cover the entire Group. In the reporting year, an analysis of climate scenarios, risks and opportunities related to climate change was begun and an assessment of their financial impact conducted to evaluate the resilience of EGF's strategic plan.

Therefore, the environmental theme is addressed in the Strategic Plan 2022–2026 – "BUILDING 26 | For a sustainable future" (Chapter 1.2.3) from two inter-related perspectives: 1) minimisation of the negative impacts associated with the Group's operations and (2) focus on the opportunity to develop the business divisions in alignment with Mota-Engil's purpose.

Minimisation of impacts – environmental management

In "BUILDING 26 | For a sustainable future", three environmental strategic objectives are set out:

  • To cut emissions of greenhouse gases by 40% (scope 1, 2 and 3) by 2030, taking 2021 as the baseline.2 ;
  • To achieve carbon neutrality by 2050;
  • To recover 80% of waste produced by 2030.

To support the implementation of these objectives, two Sustainability Working Groups were set up (Chapter 1.4.1.II) – for Climate & Decarbonisation and Circularity.

In order to implement the Strategic Plan and specifically the strategic environmental objectives, Mota-Engil constantly redefines and updates its internal requirements through the integrated management system - occupational health and safety (ISO 45001), environment (ISO 14001) and quality (ISO 9001), which is implemented across the Group's various companies.

The Group's system is supported by the SHEQ Policy, which was revised in 2023 to enhance the commitment to mitigate climate change and protect biodiversity, integrated into its environmental commitments. Of note is the focus on partnerships, risk assessment, mitigation and compensation measures, and improvement of processes based on the strategic objectives.

The management of environmental risk is promoted by the corporate SHEQ areas and implemented by the local SHEQ teams in different projects and companies, which are committed to complying with local laws and implementing sustainable and efficient practices in all areas of activity by globalising good practices, resulting in the development and implementation of guidelines and/or environmental plans in the Group's main projects and contracts.

In order to guarantee that this integrated system is implemented, monitored, constantly improved and recognised by an external body, Mota-Engil has a corporate certification process, which has been evolving into a single model, transversal to the different companies - with a view to globalising practices - and at the same time capable of absorbing the specificities and requirements of each geography in which the Group operates. The Group has the specific strategic objective of obtaining global SHEQ (Safety, Health, Environment and Quality) certification for all operating Group companies and their respective business areas by 2026 (Chapter 1.4.4.V).

In order to prepare the organisation for Global Certification and for the external, independent sustainability audit (with a "Limited" verification level) - the verification letter can be found in this document - and to guarantee constant improvement of the integrated management system, internal audits are carried out at the Group's various companies, where new (internal and external) sustainability requirements have been introduced in recent years.

The digital transformation process underway is notable, with particular impact on gathering, processing and reporting sustainability data (Chapter 1.4.4.VI).

Also of note is the holding of environmental awareness and education campaigns in areas considered priorities, such as waste management and preservation of resources. These actions stem from the contractual terms of the waste management companies, which also include social responsibility practices (Chapter 1.4.3.III), and are aimed at employees and diverse target audiences, contributing to greater awareness of environmental themes and the role of each person in this context.

Development of the business divisions in alignment with Mota-Engil's purpose – environment

Following its commitments to decarbonise and to the environment in general, which goes beyond the management of environmental aspects and impacts associated with its operations, the Group aims to materialise opportunities by considering environmental challenges in its various businesses. With "BUILDING 26 | For a sustainable future", it has assumed a development strategy for its business areas that is aligned with sustainability and innovation, in which the environment plays an important part.

It is noted that the Group has an Environment division which is consistent and mature and operates throughout the waste management value chain and has a diverse portfolio of businesses. Its growth has focused on the new environmental objectives in Portugal and on new international projects, leveraging important actions in the aim of achieving the Group's strategy. It is recognised for its proven know-how and capacity to enhance its geographical presence consistently and following best practices.

2 This target will be continually reviewed bearing in mind the updating of references and good practices.

In addition, other business areas have gained size, such as the production of renewable energy for private consumption and sale, asset management and maintenance centred on operational, energy, water and carbon efficiency, and the development of sundry areas such as real estate and agro-industrial production.

Presentation of information

The environmental data in this report relate to the year starting 1 January 2023 and ending 31 December 2023. However, it is noted that the figures for December in this report are conservative estimates based on historical values. Mota-Engil is continually improving its processes to ensure its data is increasingly up to date and robust.

In the following sub-chapters, we present standardised information on Mota-Engil's approach to energy, climate change, water, the use of resources and the circular economy, considering the main performance indicators set out for each as well as a selection of the initiatives undertaken in 2023. In addition to data and initiatives on the environmental management of operations, data is also presented to illustrate the relationship of environmental issues with Mota-Engil's governance model and the way in which the Group manages the positive impact in its value chain.

With regard to performance data, it is important to note that: (1) use of resources and energy, as well as waste production, can vary greatly between geographies and years, in particular in the Engineering and Construction division, since they depend not only on the variation in activity (type of active projects in the year in question) but also the nature and size of the projects underway; (2) the Group has been undergoing clear expansion with notable increases in production (Chapter 1.3.2) leading inevitably to greater use of resources. Therefore, and although comparative data are presented allowing the annual change in absolute data to be assessed (presented in more detail in the GRI Content Index – Annex I), it is on the specific indicators (by turnover) that performance attention and analysis is focused.

I. European taxonomy

i. The European Union's green Taxonomy

Within the international framework of the various initiatives to promote sustainability, in particular the UN Sustainable Development Goals and the Paris Agreement on Climate Change, the European Union approved its own Sustainable Finance Action Plan in 2018. This programme has been followed up by other important European instruments, such as the Green Deal and the Taxonomy Regulation of June 2020, which lay down the information obligations we are complying with here.

The Taxonomy, not to mention the social and human rights components, has the essence of cataloguing economic activities that can be classified as environmentally sustainable in accordance with six environmental objectives: (1) Climate change mitigation; (2) Climate change adaptation; (3) Sustainable use and protection of water and marine resources; (4) The transition to a circular economy; (5) Pollution prevention and control; and (6) Protection and restoration of biodiversity and ecosystems.

Taxonomy can thus be characterised as a system that seeksto objectify as much as possible the criteria for evaluating economic activitiesfor the purposes of their environmental classification, in an effort to achieve uniformity and comparability. In addition, during the 2023 financial year, the Taxonomy underwent some significant changes compared to the 2022 financial year. It should be noted that when the report for the 2022 financial year was made, only the technical criteria for climate objectives (1 and 2) were available, but in the meantime (during the 2023 financial year) the technical criteria for the remaining environmental objectives (3 to 6) were approved. Lastly, the treatment of the various environmental objectives in this exercise was not uniform, because while the climate objectives were analysed to check that they were aligned, the other objectives were only analysed for eligibility.

On the other hand, it should be emphasised that there are a large number of activities carried out by Mota Engil that fall within the Taxonomy, with expressiveness in any of the three reporting KPIs: Turnover, CaPex and OpEx. However, the criteria to be met to ensure the alignment of the activities carried out by Mota-Engil with the Taxonomy are structurally demanding and were not reflected in the activities as they were carried out prior to the adoption of the Taxonomy; therefore, alignment with the technical criteria defined in the Taxonomy depends on a continuous evolutionary effort by Mota-Engil that has to be built on the knowledge / analysis / fulfilment of the technical criteria that have been published.

As such, there are two specific factors which, in the case of Mota-Engil, hinder alignment: the first results from the fact that the engineering and construction activity is developed according to projects that are the responsibility of its clients, and their alignment is largely dependent on the terms of these projects that originate outside of Mota-Engil; the second, as mentioned in the previous exercise, results from the fact that Mota-Engil carries out a significant part of its operations outside of the European Union, where the local requirements and obligationsto fulfil are different (less demanding), with no direct parallelism or equivalence with the requirements of European legislation.

Despite the abovementioned, Mota-Engil's endeavour to align its main activities with the Taxonomy was maintained in 2023. Following on from the aforementioned and with the support of an external organisation, not only were all the companies asked to assess the technical criteria laid down in the Taxonomy, but various awareness-raising activities were also carried out among the variousteams on thisspecific subject in order to increase internal knowledge about the related requirements. Of the various activities carried out by Mota-Engil, the activities "Collection and transport of non-hazardous fractionated waste, sorted at source", "Collection and transport of non-hazardous and hazardous waste", "Recovery of materialsfrom non-hazardous waste", and "Acquisition and ownership of buildings" stand out as being closest to alignment in most of the business units where they are carried out. In this way, we believe that in the near future the initiatives underway will result in an adaptation and a positive evolution of practices towards being aligned with the European Union's Green Taxonomy.

Taking a cautious stance, Mota-Engil considers that the activities identified in this exercise are not yet fully aligned. Without prejudice to the diversity of situations and evaluations that have resulted from the very diversity of the activities carried out by Mota-Engil, and which will certainly translate into different rates of convergence towards the alignment stipulated in the Taxonomy, some of the activities are already very close to such alignment.

Most importantly, we note that Mota-Engil complies with the Minimum Safeguards set out in Article 18 of the Taxonomy Regulation.

As for the methodology used in the taxonomic analysis, given the diversity of activities, people responsible and geographies, and the very technical nature of many of the checks that had to be carried out, it was necessary to establish different methods for verifying eligibility, alignment, and minimum safeguards.

Since eligibility is simpler when comparing the descriptions of the activities in the Taxonomy's delegated acts with the activities actually carried out at Mota-Engil, an initial analysis of the various activities was carried out at central level, with the involvement of the sustainability and corporate control, and some targeted checks with those responsible for the operational areas, thus giving rise to the final list of eligible activities for the taxonomy.

With regard to alignment, both in terms of analysing substantial contributions and verifying that there are no significant losses, given the nature of the technical criteria to be met, the decision was made to prepare more accessible questionnaires for all eligible activities. With additional explanations that would increase the accessibility of the criteria to be referred for verification by those responsible for each operation in each geography. These questionnaires were accompanied by some general preparation of the taxonomy and specific context for each activity, all with the collaboration of our external consultants who were also available to answer any questions that arose. This ensured that the evaluation of each activity was conducted as closely as possible without compromising technical rigour. The answers to the questionnaires, totalling around 800 data points, were then consolidated to determine whether they were aligned or not. All the legal requirements of substantial contribution and non-significant losses were taken into account and whenever there was difficulty in obtaining or confirming a piece of information, the decision was made to consider the requirement as unverified.

With regard to minimum safeguards, they were also the subject of a questionnaire constructed by our external consultants on the basis of legal requirements. This questionnaire was divided into relevant questionsfor the central departments and for each of the geographies, and a number of points emerged from these questionnaires that warranted more in-depth analysis by our consultants in order to ascertain compliance with minimum safeguards in all its aspects.

The summary tables provided for in Annex II of Commission Delegated Regulation (EU) 2021/2178 are presented below, followed by a set of supplementary information to the information submitted under that regulation.

Finantial year 2023 (value in EUR thousands) Substantial contribution criteria
DNS criteria 'Does Not Significantly ar '
Economic Activities Cod
e
Turn
ove
r
Prop
yea
Turn
ortio
r 20
ove
n of
23
r,
%
Clim
ate
Cha
nge
Mit
igat
ion
S; N; EL; N/EL
Clim
ate
Cha
nge
Ada
ptat
ions
S; N; EL; N/EL
Wat
er
S; N; EL; N/EL
Poll
utio
n
S; N; EL; N/EL
Circ
ular
Eco
nom
y
S; N; EL; N/EL
Biod
iver
sity
S; N; EL; N/EL
Clim
ate
Cha
nge
Mit
igat
ion
Clim
ate
Cha
nge
Ada
ptat
ion
S/N S/N S/N S/N S/N S/N S/N
Wat
er
Poll
utio
n
Circ
ular
Eco
nom
y
Biod
iver
sity
Min
umu
m S
afeg
ards
(18
)
turn
Taxo
(A.1
ove
nom
Prop
r, ye
.) or
y a
ortio
elig
ar 2
ligne
ible (A.2
n of
022
.)
d
%
Cate
ena
activ
blin
gory
ity
g
C
tran
Cate
activ
sitio
gory
nal
ity
T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (Taxonomy-aligned)
A2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
Electricity production from hydropower MAC 4.5; AAC 4.5 69,899 1% E L E L N/EL N/EL N/EL N/EL S 2%
Electricity production from bioenergy MAC 4.8; AAC 4.8 19,426 0% E L E L N/EL N/EL N/EL N/EL S 0%
Construction, expansion, and operation of wastewater collection and treatment systems MAC 5.3; AAC 5.3 15,775 0% E L E L N/EL N/EL N/EL N/EL S 1%
Collection and transportation of non-hazardous fractionated waste, sorted at the source / Collection and transportation of non-hazardous and
hazardous waste
MAC 5.5; AAC 5.5 / EC.2.3 2,300 0% E L E L N/EL N/EL E L N/EL S 0%
Anaerobic digestion of biowaste / Valorization of biowaste through anaerobic digestion or composting MAC 5.7; AAC 5.7 / EC 2.5 36 0% E L E L N/EL N/EL E L N/EL S 0%
Composting of biowaste / Valorization of biowaste through anaerobic digestion or composting MAC 5.8; AAC 5.8 / EC 2.5 124 0% E L E L N/EL N/EL E L N/EL S 0%
Recovery of materials from non-hazardous waste / Sorting and valorization of materials from non-hazardous waste MAC 5.9; AAC 5.9 / EC 2.7 60,208 1% E L E L N/EL N/EL E L N/EL S 2%
Airport infrastructure AAC 6.17 0 0% N/EL E L N/EL N/EL N/EL N/EL S 3%
Infrastructure for road transport and public transportation AAC 6.15 711,823 13% N/EL E L N/EL N/EL N/EL N/EL S 9%
Construction of new buildings MAC 7.1; AAC 7.1; EC 3.1 361,820 7% E L E L N/EL N/EL E L N/EL S 8%
Renovation of existing buildings MAC 7.2; AAC 7.2; EC 3.2 59,183 1% E L E L N/EL N/EL E L N/EL S 0%
Acquisition and ownership of buildings MAC 7.7; AAC 7.7 40,217 1% E L E L N/EL N/EL N/EL N/EL S 0%
Installation, maintenance, and repair of electric vehicle charging stations mounted in buildings (and associated parking spaces) MAC 7.4; AAC 7.4 452 0% E L E L N/EL N/EL N/EL N/EL S 0%
Maintenance of roads and highways EC 3.4 46,866 1% N/EL N/EL N/EL N/EL E L N/EL S
Infrastructure for prevention and protection against flood risks AAC 14.2 24,320 0% N/EL E L N/EL N/EL N/EL N/EL S
Turnover of Taxonomy-eligible but not environ mentally sustainable activities (not Taxonomy-aligned activities) (A.2) 1,412,447
25%
629,439 1,365,581 0 0
530,536
0 25%
A. Turnover of Taxonomy eligible acti vities (A.1+A.2) 1,412,447
25%
629,439 1,365,581 0 0
530,536
0 25%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy-non eligible activities 4,139,450 75%
TOTAL 5,551,897 100%
Finantial year 2023 (value in EUR thousands) Substantial contribution criteria DNS criteria 'Does Not Significantly ar '
Economic Activities Cod
e
OpE
x
Prop
yea
ortio
r 20
OpE
n of
23
x,
%
Clim
ate
Cha
nge
Mit
igat
ion
S; N; EL; N/EL
Clim
ate
Cha
nge
Ada
ptat
ions
S; N; EL; N/EL
Wat
er
S; N; EL; N/EL
Poll
utio
n
S; N; EL; N/EL
Circ
ular
Eco
nom
y
S; N; EL; N/EL
Biod
iver
sity
S; N; EL; N/EL
Clim
ate
Cha
nge
Mit
igat
ion
Clim
ate
Cha
nge
Ada
ptat
ion
Wat
er
Poll
utio
n
Circ
ular
Eco
nom
y
Biod
iver
sity
S/N S/N S/N S/N S/N S/N S/N
Min
umu
m S
afeg
ards
(18
)
Taxo
OpE
(A.1
nom
Prop
x, ye
.) or
y a
ortio
elig
ar 2
ligne
ible (A.2
n of
022
.)
d
%
Cate
ena
activ
blin
gory
ity
g
C
tran
Cate
activ
sitio
gory
nal
ity
T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (Taxonomy-aligned)
A2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
Electricity production from hydropower MAC 4.5; AAC 4.5 719 1% E L E L N/EL N/EL N/EL N/EL S 2%
Electricity production from bioenergy MAC 4.8; AAC 4.8 3 680 4% E L E L N/EL N/EL N/EL N/EL S 0%
Construction, expansion, and operation of collection and wastewater treatment systems MAC 5.3; AAC 5.3 0 0% E L E L N/EL N/EL N/EL N/EL S 5%
Collection and transportation of non-hazardous fractionated waste, sorted at the source / Collection and transportation of non-hazardous and
hazardous waste
MAC 5.5; AAC 5.5 / EC.2.3 5 488 6% E L E L N/EL N/EL E L N/EL S 2%
Anaerobic digestion of biowaste / Valorization of biowaste through anaerobic digestion or composting MAC 5.7; AAC 5.7 / EC 2.5 617 1% E L E L N/EL N/EL E L N/EL S 0%
Composting of biowaste / Valorization of biowaste through anaerobic digestion or composting MAC 5.8; AAC 5.8 / EC 2.5 11 0% E L E L N/EL N/EL E L N/EL S 0%
Recovery of materials from non-hazardous waste / Sorting and valorization of materials from non-hazardous waste MAC 5.9; AAC 5.9 / EC 2.7 3 091 3% E L E L N/EL N/EL E L N/EL S 1%
Rail freight transport 6,2 0 0% N/EL N/EL N/EL N/EL E L N/EL S 1%
Airport infrastructure AAC 6.17 0 0% N/EL E L N/EL N/EL N/EL N/EL S 1%
Infrastructure for road transport and public transportation AAC 6.15 271 0% N/EL E L N/EL N/EL N/EL N/EL S 10%
Construction of new buildings MAC 7.1; AAC 7.1; EC 3.1 76 0% E L E L N/EL N/EL E L N/EL S 6%
Renovation of existing buildings MAC 7.2; AAC 7.2; EC 3.2 351 0% E L E L N/EL N/EL E L N/EL S 0%
Acquisition and ownership of buildings MAC 7.7; AAC 7.7 143 0% E L E L N/EL N/EL N/EL N/EL S 0%
Installation, maintenance, and repair of electric vehicle charging stations mounted on buildings (and associated parking spaces) MAC 7.4; AAC 7.4 8 0% E L E L N/EL N/EL N/EL N/EL S 0%
Maintenance of roads and highways EC 3.4 918 1% N/EL N/EL N/EL N/EL E L N/EL S 0%
Infrastructure for prevention and protection against flood risks AAC 14.2 3 0% N/EL E L N/EL N/EL N/EL N/EL S 0%
OpEx of Taxonomy-eligible but not environ mentally sustainable activities (not Taxonomy-aligned activities) (A.2) 15 374 17% 14 182 14 456 0 0
10 551
0 28%
A. OpEx of Taxonomy eligible acti vities (A.1+A.2) 15 374 17% 14 182 14 456 0 0
10 551
0 28%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
OpEx of Taxonomy-non eligible activities 74 124 83%
TOTAL 89 498 100%
Finantial year 2023 (value in EUR thousands) Substantial contribution criteria DNS criteria 'Does Not Significantly ar '
Economic Activities Cod
e
Cap
Ex
Prop
year
ortio
n of Cap
202
Ex,
3
Clim
ate C
hang
e M
itiga
tion
% S; N; EL; N/EL
Clim
ate C
hang
e Ad
apta
tion
s
S; N; EL; N/EL
Wat
er
S; N; EL; N/EL
Pollu
tion
S; N; EL; N/EL
Circu
lar E
cono
my
S; N; EL; N/EL
Biod
ivers
ity
S; N; EL; N/EL
Clim
ate C
hang
e M
itiga
tion
Clim
ate C
hang
e Ad
apta
tion
Wat
er
S/N S/N S/N S/N S/N S/N S/N
Pollu
tion
Circu
lar E
cono
my
Biod
ivers
ity
Min
umu
m Sa
fega
rds (
18)
Taxo
Cap
(A.1
nom
Prop
Ex, y
.) or
y al
ortio
ear 2
elig
ible (A.2
igne
n of
022
.)
d
%
Cate
enab
activ
activ
gory
ling
ity
ity
C
tran
Cate
sitio
gory
nal
T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (Taxonomy-aligned)
A2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
Electricity production from hydropower MAC 4.5; AAC 4.5 8 333 2% E L E L N/EL N/EL N/EL N/EL S
Electricity production from bioenergy MAC 4.8; AAC 4.8 3 852 1% E L E L N/EL N/EL N/EL N/EL S
Construction, expansion, and operation of collection and wastewater treatment systems MAC 5.3; AAC 5.3 1 201 0% E L E L N/EL N/EL N/EL N/EL S
Collection and transportation of non-hazardous fractionated waste, sorted at the source / Collection and transportation of non-hazardous and hazardous waste MAC 5.5; AAC 5.5 / EC.2.3 17 679 3% E L E L N/EL N/EL E L N/EL S 1%
Anaerobic digestion of biowaste / Valorization of biowaste through anaerobic digestion or composting MAC 5.7; AAC 5.7 / EC 2.5 2 865 1% E L E L N/EL N/EL E L N/EL S
Composting of biowaste / Valorization of biowaste through anaerobic digestion or composting MAC 5.8; AAC 5.8 / EC 2.5 9 952 2% E L E L N/EL N/EL E L N/EL S
Recovery of materials from non-hazardous waste / Sorting and valorization of materials from non-hazardous waste MAC 5.9; AAC 5.9 / EC 2.7 6 513 1% E L E L N/EL N/EL E L N/EL S 1%
Infrastructure for road transport and public transportation AAC 6.15 40 165 8% N/EL E L N/EL N/EL N/EL N/EL S 5%
Construction of new buildings MAC 7.1; AAC 7.1; EC 3.1 18 976 4% E L E L N/EL N/EL E L N/EL S
Renovation of existing buildings MAC 7.2; AAC 7.2; EC 3.2 2 566 0% E L E L N/EL N/EL E L N/EL S
Acquisition and ownership of buildings MAC 7.7; AAC 7.7 3 0% E L E L N/EL N/EL N/EL N/EL S
Installation, maintenance, and repair of electric vehicle charging stations mounted on buildings (and associated parking spaces) MAC 7.4; AAC 7.4 953 0% E L E L N/EL N/EL N/EL N/EL S
Maintenance of roads and highways EC 3.4 3 115 1% N/EL N/EL N/EL N/EL E L N/EL S
Infrastructure for prevention and protection against flood risks AAC 14.2 784 0% N/EL E L N/EL N/EL N/EL N/EL S
CapEx of Taxonomy-eligible but not environ mentally sustainable activities (not Taxonomy-aligned activities) (A.2) 116 957 23% 72 893 113 842 0 0
61 667
0 7%
A. CapEx of Taxonomy eligible acti vities (A.1+A.2) 116 957 23% 72 893 113 842 0 0
61 667
0 7%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
CapEx of Taxonomy-non eligible activities 396 403 77%
TOTAL 513 360 100%

Additional notes

  1. Turnover, CapEx and OpEx were calculated in accordance with Annex I of Commission Delegated Regulation (EU) 2021/2178. Nevertheless, the OpEx indicator used for taxonomic purposes only considered operating expenses for which it was possible to establish uniform criteria across Mota-Engil and was therefore limited to maintenance and repair expenses. For the purposes of calculating Turnover and OpEx, the following items in the Consolidated Income Statement by nature were taken into account: "Sales and services rendered" and "External supplies and services - Maintenance and repair".

On the other hand, for the purposes of calculating CapEx, the increases, net of disposals, in tangible assets, intangible assets and assets under right of use during the year were considered, excluding those relating to the concessions business in Mexico.

    1. Mota-Engil has not implemented CapEx plans that fall under point (b) of paragraph 1.1.2.2 of the aforementioned Annex I of Commission Delegated Regulation (EU) 2021/2178.
    1. In the cases where it was necessary to disaggregate figures to allocate to each of the activities, the usual cost accounting criteria were followed, and the options adopted did not have a significant impact on the figures presented. However, we would highlight the existence of situations in which it was necessary to disaggregate data on undifferentiated waste and selectively collected bio-waste. In such cases, the proportion of quantities was used in the part where data was available and the proportion of 50% was used in the part where data was not available.
    1. There were no situations of potential double counting in the allocation of KPIs to the various activities, because: (i) either the KPIs were identified by company and each company corresponded to an activity; or (ii) in the case of companies with more than one activity, because their total KPIs were distributed without overlap between the relevant activities according to the aforementioned criteria.
    1. There were no changes in Turnover, CapEx or OpEx during the year which are relevant to taxonomic information.

RELATÓRIO ÚNICO 2023

  1. The Mota-Engil 2026 / 2027 / 2028 bonds have no impact on the assessment of the Taxonomy since, without prejudice to the link between these bonds and sustainability, they are not specifically intended to finance activities aligned with the Taxonomy.

II. Climate change

GRI 3-3, 302-1, 302-3, 305-1, 305-2, 305-3, 305-4, 305-5 ESRS MDR-A, MDR-M, MDR-T, E1-1, E1-2, E1-3, E1-4, E1-5, E1-6, E1-8

Energy

The Group operates in sectors with a high level of dependence on fossil fuels (particularly diesel), resulting from its use of light and heavy vehicles, generators and various machinery. This dependence is particularly relevant in the areas of engineering and construction and waste management.

In the construction sector, in particular, three important factors exist that affect dependence on fossil fuels and, consequently, the company's carbon footprint:

  • The type of construction, with a heavy emphasis on large infrastructure projects that mean the Group has to use heavy machinery;
  • The places where the Group operates, such as Africa and South America, which are very often remote and where the lack of electricity leads to the use of diesel generators;
  • The geographies where it operates, classified by equipment suppliers as high-, medium- and low-regulated countries, correspond, respectively, to European, South American and African countries. Therefore, for different geographies, high, medium and low technology equipment is provided, which leads to various degrees of efficiencies in unitary fuel consumption for the same types of operations.

Mota-Engil's business is close to the energy sector, highlighting energy production for its own use and for injection into the National Grid, including production by the companies of EGF Portugal in particular. These companies produce energy from urban waste, both from biogas produced by the Organic Recovery Plants and landfills and by incineration (Valorsul Energy Recovery Plant).

Also in the area of energy production, Generadora Fénix – established in 2015 in a partnership between Mota-Engil Group and the Mexican Electricians Union – was the first private electricity generating company to enter the newly liberalised Mexican market. The company has a series of hydroelectric operating assets (Chapter 1.2.2).

90% 0.03% 3% 7% 92% 0.01% 2% 6% 93% 0.05% 2% 5% Consumption of energy from non-renewable fuels Consumption of energy from renewable fuels Consumption of self-generated energy Electricity consumption 2023 2022 2021

RELATÓRIO ÚNICO 2023

Change in energy consumed by source

Percentage distribution of energy used by business area in 2023

Change in energy intensity by turnover (GJ/€k)

Note: Refer to the GRI Content Index for information on the methodology used to calculate the GRI 302-1 and 302-3 indicators

Climate change

Mota-Engil Group is committed to contributing to the climate transition and achieving carbon neutrality by 2050. Introducing circularity principles in all businesses, increasing the use of renewable energy, and implementing sustainable business solutions are some of the actions that have been taken. The strategic aim of cutting greenhouse gas (GHG) emissions by 40% by 2030 (scope 1, 2 and 3) vs. the baseline of 2021 is highlighted.

The Group's carbon footprint is calculated according to the GHG Protocol and following a financial control approach that includes all of the Group's business areas. It should be mentioned that Mota-Engil is continually improving its GHG emissions calculation methodologies, seeking to make them more robust and comprehensive.

Direct GHG emissions from urban waste treatment are one of the main sources of emissions. Waste, when deposited in landfill, undergoes a slow process of anaerobic degradation of organic material over time, leading to the generation of methane (CH4), the main constituent of landfill biogas. The kinetics of this reaction corresponds to a primary maths equation which comprises the basis for the functioning of the models used to quantify emissions from the sanitary landfills recommended by the IPCC Guidelines. Also of note is the use of biogas in the power generators at sanitary landfill electricity producing plants and anaerobic digestion, biological treatment of waste by composting and energy recovery.

In addition to this source of GHG emissions, indirect scope 3 emissions associated with Mota-Engil Group's value chain are also major contributors to its carbon footprint. In this context, GHG emissions associated with the production of acquired goods are calculated, with E&C contributing significantly to this category due to the type and quantity of materials acquired, such as steel, cement and aggregate, whose production creates high levels of these gases.

Change in the carbon footprint (scopes 1 and 2 location - based) (ktCO2e)

Change in the carbon footprint (scope 3) (ktCO2e)

Percentage distribution of the carbon footprint by business area (scopes 1 , 2 and 3) in 2023

Percentage distribution of the carbon footprint by business area in 2023 Scopes 1+2 (location-based)Scope 3

Change in carbonic intensity by turnover (tCO2e €k

Note 1: In calculating GHG emissions, carbon dioxide, methane, nitrous oxide and R-23 fluorinated gas, among others, are all considered.

Note 2: Scope 1 GHG emissions from waste treatment in the Environment division are chiefly calculated through estimates for diffusive methane emissions from urban waste landfills and direct measurements on power generators via continuous energy recovery meters.

Note 3: Scope 2 data were obtained using a location-based methodology that reflects average emissions from the network where energy is used. Refer additionally to the GRI Content Index, GRI 305-2 indicator, for results using the market-based methodology based on the specific emission factors for electricity suppliers.

Note 4: Refer to the GRI Content Index, GRI 2-2 indicator, for data on the entities included within the boundaries of consolidation of the information in this report.

Note 5: Refer to the GRI Content Index for data on the methodologies used to calculate the indicators GRI 305-1, 305-2, 305-3, 305-4.

Note 6: Emissions associated with waste treatment include those by Environment division companies, taking into consideration landfill, incinerator, and biological treatment management. It is of note that of the scope 1 GHG emissions of Suma PT associated with landfill management, only Triaza emissions have been considered. The remaining companies responsible for Suma PT's landfill management are not included under the Group's operational control or are in the process of being sold. It is also noteworthy that Eco ision's GHG emissions were also not reported because they are not under the Group's operational control.

In the aim of reducing its carbon footprint, Mota-Engil Group has several initiatives underway that encompass its scope 1, 2 and 3 emissions. With the approval of the new strategy, the aim is to raise the scale of implementation of initiatives and make the Group's action at this level more transversal, identifying new adaptation and mitigation measures and exploiting green funding opportunities to support the process of energy transition.

To enable transversal action within Mota-Engil, in 2022 the Climate & Decarbonisation Working Group (Clima@ME) was set up. Its purpose is to promote positive management of the carbon footprint within Mota-Engil. Therefore, it was established that the main aim was to create and promote the Group's climate transition and decarbonisation plan in order to achieve the objectives set out in the Strategic Plan. The Group recognises the importance of this initiative to face the climate challenges and ensure a sustainable future. Accordingly, it wants to promote shared responsibility, innovation, transparency and involvement with critical stakeholders.

The holding of various sessions with the local focal points to present the carbon footprints of the Group's main companies is also highlighted. The calculator, developed internally and adapted to the activities of the different divisions, was presented, raising the question of the different possible contributions and requirements for calculating direct and indirect emissions, as well as the importance of precision and comprehensiveness in obtaining results. It should be mentioned that processes for gathering information and calculating GHG emissions, the main difficulties and challenges faced with reporting and environmental performance, aimed at continual improvement of processes, were discussed. Therefore, the activities, companies and business divisions which most contribute to the Group's carbon footprint were identified, allowing people and organisations to recognise their current situation and focus on specific areas to cut their emissions. Initiatives with the potential to reduce businesses' carbon footprint if implemented were identified. This was an important collaborative action which had high adherence.

In 2023, the start of development of a climate action plan stands out. This action plan will guide the Group's decisions to establish the conditions to promote a consistent cut in GHG emissions year after year. Also emphasised is the importance of developing partnerships, fostering an effective cut in the Group's GHG emissions, including its value chain. The Group aims at continual implementation of projects developed through collaborative symbioses with knowledge hubs and specific sectors, resorting to innovative and sustainable co-creations.

Strengthening the strategic alignment between innovation and sustainability, a series of innovation projects focused on cutting Mota-Engil Group's carbon footprint is being developed. These projects arose in the context of the workshops offered by MEXT (see MEXTLabs, Chapter 1.4.4 VI) and are being developed by multi-disciplinary teams comprising employees belonging to different Group companies. The themes of the projects include electrification planning for the equipment fleet, adoption of green energies and increased energy efficiency in buildings and sites, as well as the adoption of an internal carbon price as a tool for raising awareness and accountability of the contribution of each company to the climate transition and support for complying with the aims.

In the E&C division, the application of Building Information Modelling (BIM) methodology at various sites is of note. The BIM methodology enhances sustainability by promoting informed and early decision-making with benefits in terms of project coordination and compatibilization, construction efficiency and the reduction of waste, rework, and waste production as well as higher productivity. By using new digital communication platforms associated with the BIM process, replacing paper communication with digital communication on tablets, mobiles and computers, communication was streamlined and made more efficient, in addition to directly cutting paper and toner use. Also, through BIM and process automation, significant gains in some activities were achieved, namely in the automation of earthmoving equipment using Guide Machine technology that directly cuts fuel use and operating times.

With regard to the Environment division, of note is the effort expended on efficient landfill management, namely on drainage, biogas and burning systems – with electricity generation and its injection into the national grid – as currently occurs at most EGF (Portugal) sanitary landfills in operation. This allows a significant portion of methane emissions to be converted into biogenic CO2, minimising the amount of GHG emissions.

Notably, due to the increase in selected collection in coming years and the consequent reduction in waste sent to landfill in the EGF division, GHG emissions from urban waste treatment will necessarily reduce. In addition, EGF has predominantly adopted biological processes to treat most of its biodegradable waste, avoiding their disposal at landfills. This biological treatment has intrinsic GHG emissions that are considerably lower than those at sanitary landfills. Through the production and sale of electricity generated from burning biogas, as well as by using non-fossil fractions in energy recovery, EGF avoided 1,756 ktCO2e in 2023. In addition, by sending selected materials for recycling, such as plastic, glass and metals, 344 ktCO2e were avoided in comparison with the same materials produced from virgin materials.

As far as the collection of waste packaging from recycling points is considered, the ongoing optimisation at EGF, by installing hardware (RFID and sensors) and software in equipment, has allowed greater logistical efficiency in the collecting of waste sent for sorting, as well as route optimisation, contributing to the minimisation of GHG emissions. The system continues to be rolled out with a view to establishing efficient collection routes, maintaining investment in the sensors and improvement of prediction algorithms. As its use is optimised, the cut in emissions will be increasingly significant.

I pact on clients' acti ities

A reflection of the recognition of the priority commitment to action within the environmental and social strategy, included in the decision-making process, such as new opportunities and a direct effect on the creation of economic value, the Group operates through various companies which support their clients in this context.

Mota-Engil ATIV

Mota-Engil ATIV offers comprehensive technical support to its clients at all stages of carbon management, from calculating their carbon footprint to studying mitigation solutions, such as developing measures to cut energy use and closing the cycle by developing carbon sequestration projects. It provides its clients with a diverse portfolio of carbon credits that allows them to neutralise their carbon footprint in situations where a total reduction is unfeasible, thereby ensuring that its clients can effectively offset the remaining emissions and achieve carbon neutrality.

In the context of expanding services to its clients' carbon cycle management, Mota-Engil ATIV set up a dedicated business area.

Strategic partnerships were established with various entities, namely University of Lisbon, Colégio Tropical, Instituto de Engenharia de Sistemas e Computadores, Tecnologia e Ciência (INESC-TEC) and University of Trás-os-Montes e Alto Douro UTAD), whose master's students have conducted studies focused on developing products dedicated to fighting climate change. This cooperative and symbiotic approach contributes to co-creating innovative and effective solutions to the challenges of environmental impacts and to the joint achievement of carbon neutrality in the business fabric.

In 2023, the ATIV Carbon Project was launched, an initiative to reforest and regenerate degraded areas in continental Portugal. The project's main focus is to revitalise indigenous biodiversity in its working areas, starting with Corvaceira, an area of around 90 hectares of common land, that will sequester 68,000 tons of CO2.

In parallel with this, a partnership was established with a startup to explore drone technology for reforesting and planting via the use of seedballs. This innovative process allows planting of vast areas without disturbing the soil, maintaining its integrity and retaining the carbon in the existing biomass.

The process of acquiring a pyrolysis plant for producing Biochar, a versatile material with multiple applications, particularly in agriculture and silviculture, with major contributions to environmental mitigation, was also begun.

A partnership was also begun with an international company for direct carbon capture via the use of microalgae. This solution can be used in commercial areas, office buildings and even outside, in highly polluted areas.

LOCAL INITIATIVES IN FOCUS

ATIV Carbon – Corvaceira

The Corvaceira Project – the first grouped ATIV Carbon project – has the long-term goal of recovering 5,000 hectares of forest in continental Portugal through reforesting and ecosystem recovery projects. The project was developed as a means of providing ME ATIV clients in the area of maintenance with ways of offsetting their carbon footprint by acquiring certified and registered carbon credits on an internationally renowned platform.

Previously occupied by a monoculture of Pinus pinaster, the common land in Corvaceira was affected by various pests, such as the pinewood nematode, that had caused severe deterioration and required clear cutting. ME ATIV implemented the carbon project to enable the reforesting of the 89.9 hectares.

At the operational level, CERVAS – Centro de Ecologia, Recuperação e Vigilância de Animais Selvagens conducted an initial survey of the project's fauna and flora in addition to an exhaustive survey with drones. The images were uploaded to a platform that will allow the project's progress to be monitored via satellite over coming years. In partnership with ISA – Instituto Superior de Agronomia and the Colégio Tropical, the project was designed and pre-registered on the Verified Carbon Standard (VERRA).

CEDROS – Associação de Produtores Florestais de Viseu executed the Forestry Management Plan approved by the ICNF – Instituto da Conservação da Natureza e das Florestas and has provided services through its forestry firefighters in delimiting risk areas and preventive silviculture planning.

The carbon sequestration project is planned to have a minimum duration of 40 years. To achieve this, 72,583 trees will be planted, of mixed species, to maximise biodiversity and promote ecosystem resilience. This joint effort aims not only to mitigate the impacts of the pinewood nematode but also establish a sustainable basis for forestry health over the long term. Begun in October 2023, the planting period for trees, shrubs, cereal crops and herbaceous plants will be concluded in April 2024.

EXPECTED IMPACTS

  • Sequestration of 68,085 tCO2;
  • Recovery of degraded ecosystems with annual monitoring of the project to validate the quantity of species that reoccupy the area and any increase in populations;
  • Improvement in soil quality a soil analysis was conducted before implementation of the project and a new one will be done to validate the benefits of planting forestry and biodiverse bushes;
  • Benefits for the local populations the increase in visitors stemming from the visitor information route to be installed during 2025 will be identified.

Seedballs

SeedBalls is an initiative that arose from the partnership with a startup to develop an innovative tree planting system using drones. Different from conventional methods, this system adopts a mixed approach that is not focused on monocultures. The aim of using this technology is to plant larger areas per day without using fossil-fuel-burning heavy equipment.

The project began in April 2023 and will start the testing phase in the first quarter of 2024 with the first area of planting within the ATIV Carbon – Corvaceira project. The partners involved in this project include Terrafarmers, ME Capital and UTAD – University of Trás-os-Montes e Alto Douro. Though it is being developed in the Greater Porto region, implementation is planned for national roll-out.

The project's results will be obtained in 2024, representing a major advance in sustainable planting and large-scale biodiversity promotion.

BCircle – Biochar

BCircle – a Mota-Engil Group ATIV company – was created to implement circular economy technical solutions, valorise organic waste and promote research, innovation and technological development. Within this, the company's first project is to install a pyrolysis plant to produce biochar. The plant is highly innovative with low energy use due to the self-feed process during pyrolysis, resulting in high efficiency and zero GHG emissions.

One of the main reasons for the go-ahead of this project is the use of biochar, a highly stable product with excellent soil remediation capacities that will be incorporated into reforestry projects, significantly raising the rate of success in growing trees.

The project was begun in April 2023 with the manufacture of the plant's equipment currently underway. Operation is planned to start in the first half of 2024 in partnership with Boticas Municipal Council (Portugal), CAPOLIB – Cooperativa Agro Rural de Boticas, ME Construção, Inproyen and Instituto Superior de Agronomia.

With the project's implementation, it is foreseen that roughly 1,000 tons of biochar will be produced during 2024 to be incorporated into the soil and used in animal feed. It should be mentioned that this project will create new jobs in a remote area of the interior and establish commercial relationships with local entities, thereby promoting the local economy and the region's sustainable development.

BENEFITS OF INCORPORATING BIOCHAR INTO SOILS

  • Improves soil quality, making it more fertile;
  • Sequesters carbon for periods of more than 100 years, plus is stable resulting from burning at controlled temperatures;
  • Stimulates microbial activity;
  • Increases water use efficiency;
  • Increases the capacity to absorb organic and inorganic pollutants and is much used to remediate contaminated soils;
  • Reduces GHG emissions (such as methane and nitrous oxide), given its capacity to absorb these gases.

EMERGE Mota‐Engil Real Estate Developers

EMERGE Mota-Engil Real Estate Developers is dedicated to innovative and sustainable real estate solutions. More than a promoter, it is positioned as a solution provider for differentiating and transformative projects with social and planetary impacts. It endeavours daily to be a leading company in the real estate market focused on developing holistic projects: capable of promoting well-being and happiness for users and communities; architecturally innovative and impactful; integrated into their surroundings, preserving and promoting a connection with nature.

With an impact on GHG emissions, in the design, construction and use stages, various projects have been LEED and LiderA certified or are awaiting certification.

Of note, for example, is the AURIOS project, designed as a resort of the future which aspires to be a milestone in energy competence and use of natural resources via photovoltaic panels, efficient water heating and climate systems, interior and exterior lighting solutions and surrounding landscaping and green spaces with indigenous vegetation. The project has been awarded an A+ rating by LiderA for its exceptional performance.

RELATÓRIO ÚNICO 2023

In 2023, also of note was the project to rehabilitate the former Matadouro Industrial do Porto (Portugal).

LOCAL INITIATIVE IN FOCUS

Rehabilitation of the former Matadouro Industrial do Porto

The project to build a Matadouro Municipal dates back to 1910, with the facility becoming fully operational in 1932. Typical in construction to other buildings of that era, with granite exterior walls and an internal reinforced concrete grid structure, many of the structures used for the original activities of the buildings remain on site, marking the building's industrial character.

The main aim of the rehabilitation project is to build a multi-disciplinary facility, for the entire metropolitan area, that capitalises on the site's high potential, related to the availability of space, ease of access and proximity to the centre of Porto and important urban amenities, such as the Estádio do Dragão and the Terminal Intermodal de Campanhã.

The aim is to (re)adapt, (re)convert, (re)qualify, renovate and restore the buildings of the former Matadouro Industrial do Porto to accommodate different economic activities (commerce and services). The main aspects of the project are as follows: diverse and multi-purpose commercial and business spaces; commercial and leisure spaces for local support; charitable and local community spaces; and cultural and artistic spaces for exhibitions, production and storage.

It will be a certified sustainable construction project (LEED). This certification is achieved in the initial planning phase and during the construction phase through using best practices and ensuring implementation of all intentions via a monthly auxiliary report. The rehabilitation of the buildings is based on principles such as: i) rehabilitation and conversion of existing structures; ii) use of sustainable and locally sourced materials; iii) implementation of mechanisms and devices to improve building efficiency, ensuring the incorporation of renewable energies by inclusion of solar panels.

The project will have an impact on the local economy and contribute to regenerate the entire Corujeira area, improving not only local infrastructure (creation of a footbridge) but also equip the area with a new municipal council cultural hub allied to new services.

Mota‐Engil Renewing

Renewing is Mota-Engil Group's cleantech enterprise whose purpose is to accelerate energy transition and decarbonisation in cities, companies and the industrial sector via sustainable energy and mobility solutions. It operates in three large and complementary business segments:

Solar Energy

• Develops and explores decentralised solutions to produce energy for private consumption for any kind of organisation via solar arrays and/or energy communities.

Charging

• Develops and explores charging solutions in public (mobi.e) and private spaces for companies, accelerating the electric transition of their fleets.

Mobility

• Recently launched, focuses on developing and exploring new mobility solutions and services for cities and company fleets.

As a business model, it is a service provider in the areas where it operates, emphasising strategic partnerships, investing in assets and ensuring their management and operation during the contractual period, while also, complementarily, being able to develop EPC (engineering, procurement, and construction) contracts.

It is notable that, in 2023, via the solar energy and charging projects implemented by its clients and partners, 660 tons of CO2e were avoided. It has an additional Group-wide mission: to support the decarbonisation of its global activity, in line with the Group's strategic objective to be carbon neutral by 2050. In the context of electric mobility, the development and operation of a network of charging points for Mota-Engil stands out, intended for employees of the Group's various companies on Portuguese soil and designed to decarbonise the fleet and accelerate its transition to electric mobility.

Mamaland

Mamaland is the latest company in the Mota-Engil stable dedicated to developing, implementing and maintaining sustainable systems. It is based on a system of three symbiotic pillars: (1) education for sustainability; (2) preservation of natural capital; and (3) sustainable agroforestry, which are the backbone of its projects. Its mission is to head up initiatives that preserve the planet's ecosystems while elevating the communities which depend on them, focusing its activity on Sub-Saharan Africa. Consult Chapter 1.4.4.VI for more details.

Mamaland offers an opportunity that not only contributes to the planet's ecological balance through carbon capture but also supports biodiversity, enhances local communities and generates financial returns by means of diverse income streams. Presented below is the company's activity in 2023 in 3 countries – 2 projects of which are underway and 1 lead – in which the main achievements are highlighted.

  • RaRe Mayombe (Rainforest Recovery) in Angola, an agroforestry production project whose cash crop is cocoa. Of note is the successful conclusion of the financing process and, as a result, the unblocking of the procurement processes underway, including the first acquisition of equipment;
  • MoRe Malawi (Mountain Recovery) in Malawi, a project to recover degraded forestry reserves. Of note is the signing of a contract with the government of Malawi to develop A/R projects for a total area of 352,875 hectares in a 30-year project; and the conclusion of the pre-feasibility study that anticipates the certification and certainly confirms the viability of this system;
  • And WiRe Mozambique (Wildlife Recovery) in Mozambique, highlighting the signing of a memorandum of understanding between the Ministry for Land and the Environment for 500,000 hectares of forestry management.

NEXT STEPS

  • First voluntary report to CDP Climate Change (2024)
  • Creating the climate action plans 2026 and 2030 (2024 and 2026)
  • Implementing a new area of Project ATIV Carbon Calhastros, for implementing and developing a biodiversity project (2024–2025)
  • Continually improving the methodology for calculating the Group's carbon footprint a continuous process)

III. Water

GRI 3-3, 303-1, 303-2, 303-3 ESRS MDR-A, MDR-M, E3-2, E3-3, E3-4

At Mota-Engil, water is used in most operations and business divisions, for example in dust control on runways and areas where vehicles and machines operate, in the manufacture of hydraulic concrete, in the preparation of surface layers for roads under construction and in urban cleaning in the area of waste management. As yet, there are no any corporate objectives or actions associated with water and effluents, classified as an emerging material topic (Chapter . 1.4.1.III). However, it is expected that, in the near future, this issue will be further explored at a corporate level. Notwithstanding, the Group already has a history of monitoring in this area (focused on water capture), and it was possible to identify several initiatives and activities on water resources undertaken at the company level.

The rational use of this resource is mandatory for the future of the planet and is of increased relevance in those countries with significant water stress where we operate – classified as "high" and "extremely high" by WRI Organization (https://www.wri.org/applications/aqueduct/water-risk-atlas/). In this case, Mota-Engil Group operates on the coast of Peru and Mexico, where particular attention is given to water use in operations. In Portugal, in 2023, there were no ongoing contracts in areas classified as being under significant water stress "high stress").

On the opposite side to water scarcity, the flooding, cyclones and other extreme weather events that we have been witnessing due to climate change lead to risks, conditioning operations and possibly resulting in cost increases both in infrastructure under construction and already built. It even entails disruptions to public transportation and related logistics processes. These challenges are not limited to construction, also affecting other business areas, such as damage to infrastructure associated with waste treatment and storage and interruption of waste management companies' waste transportation routes.

On the other hand, it is possible to point out several opportunities in this context, including investments in the construction and expansion of infrastructure, such as water treatment plants and wastewater treatment plants, construction of dams and hydroelectric power stations, various hydraulic networks, and the development of maintenance, requalification and rehabilitation solutions in the area of building management, among other projects. In addition, other opportunities in the operational context may arise related to the reuse of storm water and potential investments in desalination plants.

It is also important to mention that our commitment to responsible water management is not just limited to the quantity withdrawn and used. For reasons of an environmental, public health (Chapter. 1.4.2.IV) and legal compliance nature, the importance of effluent treatment at the Environment Division should be noted, particularly with regard to leachate management and treatment, to prevent contamination of the water environment.

Water withdrawal by Mota-Engil Group

Whether in construction projects or our myriad other operations, we seek solutions to monitor and optimise the use of this resource (such as through the use of more efficient equipment) and cut the associated impacts, both in our own use and in the discharge of effluents. There was a greater volume of total water abstracted due to the increase in projects and their type, namely earthworks and irrigation of access ways.

2023 2022 2021
Water
withdrawal
(m3
)
Surface
water
Ground
water
Water
acquired
from third
parties
Surface
water
Ground
water
Water
acquired
from third
parties
Surface
water
Ground
water
Water
acquired
from third
parties
Total Grupo
Mota-Engil
2,717,330 922,692 4,745,775 1,256,031 951,345 919,058 612,032 726,413 790,525

Note: refer to the GRI Content Index for information on the methodology used to calculate the GRI 303-3 indicators. It is also important to highlight that improvements/adjustments are made whenever necessary.

Change in the intensity of water withdrawn by turnover (m3 €k)

Wastewater

As regards wastewater, the potential impact of leachate produced in landfills should be noted.

In Portugal, leachate is managed and treated at EGF's urban waste treatment plants, alongside the systematic monitoring of surface water and groundwater that pass through and affect these plants. These measures are aimed at preventing the contamination of watercourses and ensuring compliance with the applicable technical and legal requirements.

In 2023, several investments were made by the Group's concession holders aimed at improving the treatment of leachates through interventions at existing leachate treatment plants (ETAL). Examples of this are the investment made by ERSUC, at the ETAL in Aveiro and Coimbra, and by Resinorte, at the ETAL in Celorico de Basto and Bigorne. Apart from these direct interventions, investment aimed at improving leachate drainage networks were made, with particular note for those by Resiestrela and Suldouro. On the whole, in 2023 these investments totalled around €2 million.

In addition to direct intervention in treatment and drainage systems, the concession holders perform an important function in managing water use in their day-to-day activities, namely the temporary/partial sealing of functioning landfills. Depending on the specific characteristics of landfills, sealing is essential from an environmental and technical point of view because it prevents storm water from entering the landfill waste as a whole, contributing to leachate reduction. Additionally, this practice contributes to reducing odour and GHGs emissions, such as methane, which is sent for energy recovery. In 2023, costs associated with the partial sealing of landfills at the various EGF Group concession holders exceeded €1 million.

Additionally, it should be noted that Amarsul plans to proceed, in 2024, with a significant investment in Seixal Leachate Pre-Treatment Plant, aiming at improving the characteristics of the effluent treated at the plant. With an investment of around €2.6 million, this project will include:

  • 1) Pre-treatment of the effluent from the organic waste processing plant (CVO) using existing equipment (sieving, flotation, dehydration, or equivalent, and filtration);
  • 2) Purification of the pre-treated effluent through a reverse osmosis system;
  • 3) Treatment of leachate produced at the landfill site, waste sorting centre and in domestic wastewater through a reverse osmosis system.

RELATÓRIO ÚNICO 2023

Promoting water saving in the value chain

As far as saving water is concerned, it is important to stress the relevant role played by Mota-Engil ATIV with our clients, in particular with regard to the systems for supplying water for human consumption and the management of water use in green spaces and buildings.

Solutions to combat water waste in supply systems include the implementation of flow and pressure measurement and control areas, actively involved in detecting non-visible leaks, with the possibility of intervening to implement solutions and thus improve operating conditions. Over the last two years, we have taken action in over 340 facilities, including at flow and pressure measurement and control points in several municipalities. With regard to active leak detection, we are present in five municipalities in Alto Minho (Portugal), covering over 260 km of distribution network.

Also important is the application of SAP (superabsorbent polymers), an innovative technology to raise water efficiency in green spaces, in particular as regards sports fields, improving the retention of soil humidity and raising water storage, as well as phased provision between periods of watering. The technology called "dryject SAP" allows a reduction of around 50% in the use of water for irrigation and thus reduces energy consumption by 35%. This technology allows the rate of percolation and erosion to be cut and enhances the capacity for root development and fertiliser use, reducing losses due to leaching and the pollution of aquifers.

LOCAL INITIATIVE IN FOCUS

DryJect + SAP

At the end of 2020, we installed SAP with "DryJect" technology in one of the lawn areas in Vilamoura for Inframoura (the company responsible for the maintenance of Vilamoura's green spaces) in order to evaluate this technology in terms of the efficiency of irrigation water use.

After two years, the assessment is extremely positive and shows that lawn areas where SAP were installed used 50% less irrigation water than lawn areas where it was not applied. The water saving corresponded to 14,200 m3 per hectare, on average, per year. That is to say, over two years the equivalent to 28,400 m3 per hectare was saved.

Mota-Engil ATIV is happy with the results obtained, which were in line with the objectives of a 50% saving in water use set out for this technology.

With regard to buildings, bearing in mind that the efficient use of water is essential for improving the resilience of cities, support at Mota-Engil ATI for our clients includes providing consulting and water certification under ADENE's A UA system, which currently covers tourist resorts and short-stay rentals (AQUA+ Hotéis).

It is also important to note that ATIV is dealing with water scarcity in agriculture through a research project conducted in close cooperation with the Academy. This project aims to apply polyacrylates within the sector, resulting in the commercialisation of a new product under the SAP-AGRI brand.

NEXT STEPS

  • Investment in the Seixal Leachate Pre-treatment Plant in order to improve the characteristics of the effluent treated at this facility (2024).
  • Further study on the application of the product SAP-AGRI in different types of water intensive agricultural crops (fruit trees, horticultural items).

RELATÓRIO ÚNICO 2023

• Raising awareness of the issue of water at the corporate level (2024–2025)

IV. Use of resources and the circular economy

As an integral part of our strategic pillar "A New Direction in Sustainability and Innovation"" Chapter 1.4.1.I), we are committed to the responsible use and management of natural resources. Therefore, we look for solutions that promote materials circularity, resource optimisation and ecosystems protection. As part of our Environment business division, we stress the positive impact on the waste value chain.

Mota-Engil Group Materials use

The type and quantity of materials Mota-Engil Group uses reflect its dependence on natural resources and the impacts that these have on their availability. Among our different business divisions, construction is a heavy consumer of materials, particularly non-renewable ones.

It should be mentioned that the use of materials can vary greatly between geographies and years, since it depends not only on the type of activity but also on the nature and size of the projects underway.

Of note, turnover between 2023 and 2022 increased significantly and in 2022 data collecting was extended to a greater number of materials categories. The materials in question are those which are (financially) material and that can currently be monitored by weight or volume. Therefore, parts and accessories associated with maintaining and repairing equipment, tools, electrical, electromechanical and hydraulic material, waterproofing geotextiles and canvases, lightweight pre-fabricated concrete products, and protective and safety materials, among others, are excluded.

2023 2022 2021
Materials (tons)) Non
Renewable
Materials
Renewable
Materials
Non-Renewable
Materials
Renewable
Materials
Non-Renewable
Materials
Renewable
Materials
Mota-Engil Group Total 23,323,656 95,847 27,490,331 91,348 10,211,584 54,858

Note: Please refer to the GRI Content Index for methodological information on calculating the GRI 301-1 indicator.

C ange in aterials use intensity by turno er ton €k

Waste production by Mota-Engil Group

Waste recovery is deemed one of the strategic environmental goals of the Mota-Engil Strategic Plan 2022–2026 (Chapter 1.4.1.I) – which aims to reach 80% of all waste by 20303. This commitment reflects the importance of recovery as a circularity measure, allowing resources to be re-used, avoiding the extraction of virgin raw materials and contributing to a lower carbon footprint, among other benefits.

Sending for appropriate final disposal is key to complying with applicable legislation and to cutting the negative impacts associated with waste, both for the environment and local communities. Therefore, Mota-Engil Group's concern is to ensure an appropriate final disposal with particular focus on recovery operations. It is stressed, however, that sending for recovery depends not only on the characteristics of the waste produced but also on the infrastructure existing in the geographies where the company operates – an occasionally limiting factor.

The construction division, depending on the nature, quantity and size of the projects underway, can produce a great amount of waste. These values include soils (surface and other) excavated in Poland and Colombia as non-hazardous waste sent for recovery, according to national legal requirements.

Promoting Circularity

To promote circularity, an internal Working Group was set up (Chapter 1.4.1.II) – Sustainability Working Group (SWG) for Circularity. The purpose of the SWG for Circularity is to ensure Mota-Engil's actions are coherent and transversal in areas such as: efficient use of waste; construction and demolition waste (CDW) management; lifecycle energy efficiency of products and materials; digitisation and consistency in information reporting; and skills. It aims to foster the principles of circularity throughout the lifecycle of infrastructure and production processes and to share knowledge and best practices.

The SWG for Circularity involves employees from different Group companies and, in 2023, was boosted by the entry of new members, with the holding of periodic meetings to accompany the actions already identified and under development within the scope of circularity in the Mota-Engil Group. The SWG for Circularity has developed implementation, reporting and action assessment strategies.

Various actions are underway aimed at optimising the use of material resources and promoting circularity (see diagram) – particularly in the construction division where this is more intense.

As a structuring and priority measure, work began on drafting a Circularity Manual for Mota-Engil Group in the aim of standardising concepts and good practices within the principles of the circular economy. To foster the adoption of good practices and to make knowledge transversal, in 2022 a Site Manual was also written which constitutes an evolving document and a repository of best construction practices in the area of sustainability and the circular economy implemented in the Group's projects. In 2023, the Manual was communicated globally through its translation into Spanish and English in order to reach the largest number of employees possible in different geographies. Work also began on the external benchmarking of circularity initiatives to support identification and replication of good complementary practices that can be implemented internally.

In 2023, an inventory of waste of major impact stemming from the activity of some Group companies was created aimed at better identifying and prioritising future actions.

3 It includes preparation for re-use (operations to verify, clean and repair), recycling and other recovery operations (in the context of waste reporting, recovery operations do not include energy recovery).

Waste created

2023 2022 2021
Waste Hazardous waste Non-hazardous waste Hazardous waste Non-hazardous waste Hazardous waste waste Non-hazardous
(tons) Recovery
operation
Disposal
operation
Recovery
operation
Disposal
operation
Recovery
operation
Disposal
operation
Recovery
operation
Disposal
operation
Recovery
operation
Disposal
operation
Recovery
operation
Disposal
operation
Mota-Engil
Group Total
11,133 1,930 469,186 175,242 81,532 17,304 346,140 198,970 12,879 5,485 416,058 225,949

Note: See the GRI Content Index for information on the methodology used to calculate the indicator GRI 306-3.

Waste recovery rate

4

Strategic aim: 80% of waste recovered by 20304

Change in waste production intensity by turno er ton €k

Includes preparation for re-use (checking, cleaning and repairs), recycling and other recovery operations (in the context of waste reporting, recovery operations; do not include energy recovery).

APPROACH TO OPTIMISING MATERIAL RESOURCES AND CIRCULARITY Reduction Re-use Recycling • Optimisation of projects at the conception stage • Incorporation in technical projects to improve the characteristics of soils of poorest quality for inclusion in infrastructure earthworks, promoting circularity and the minimisation of the impact of transportation to an appropriate final destination • Site Manual • Recovery of solvents used in labs to control the quality of construction projects • Use of waste marketplace platforms • Site Manual • Recovery of slag resulting from the incineration of urban waste • Incorporation of milled materials in new paving • Incorporation of tyre rubber in road surfaces • Incorporation of recycled materials or products incorporating recycled material in construction contracts • Use of waste marketplace platforms • Site Manual Choice of materials • Sourcing and integration of materials of lower environmental impact Digitalisation • Digitalisation of processes as a transversal Group approach • Use of waste marketplace platforms Sharing of practices and training • Circularity Manual and Site Manual • Promotion of training actions Collaborative work • Integration and participation in collaborative initiatives, with the focus on the Circular Economy Collaborative Lab – CECOLAB In the context of digitalising processes, of note is the implementation of a corporate tool to record consumption aimed at automatically standardising and inventorying the overall process of procuring material resources, with the focus on recycled and non-recycled waste. The process was begun to select a single tool for the entire Group to manage use of the other environmental indicators – water and electricity, but mainly the management of waste created by the various business divisions. A tool was identified with the sought after characteristics that was also developed in-house to meet the growing legislative requirements of the European market in the area of waste: recording of the type of waste created and monitorisation of its

final use – re-use, in-house or third-party recovery, or disposal. A decision was taken to replicate the good practice and effectiveness of the tool to digitalise the recording and management of corporate waste, in compliance with the fixed targets in EU legislation for recovering materials from construction and demolition waste, the specific fractions per material, and the safe, sustainable and circular use of excavated soils.

CORPORATE INITIATIVE IN FOCUS

Digitalisation of data associated with the records of materials use and purchasing

Since 2021, Mota-Engil has been developing a project to implement a corporate tool to record consumption with an impact on ESG (environmental, social and corporate governance). In 2023, the Group reached a significant milestone when completing the inclusion of all types of materials and energy reported and an operational method sheet within Mota-Engil Global's Procurement and Logistics process was published.

A cross-group process was implemented on receiving, analysing, recognising and communicating the use of materials, with associated purchase orders, showing segregation according to recycled and non-recycled, including the Group's carbon footprint inventory, and providing the information to all stakeholders (internal and external) in a structured and traceable way.

By adopting a holistic approach, the initiative allows the monitoring of recycled and non-recycled materials, affording a comprehensive view of the materials consumed. This more in-depth understanding enables the formulation of a plan to foster efficiency and economies of scale.

Driven by the initiatives of the new corporate business division MEXT for Innovation (Chapter 1.4.4.VI), the SWG for Circularity participates in various corporate initiatives to incentivise and disseminate circular practices, initiating the "ME TLABs' Projects":

  • ME Zero Waste aimed at eliminating untreated waste from its E&C business in Africa and Latin America through reuse, recycling and recovery, of energy etc.;
  • Loop ME a digital marketplace solution for CDW, new materials originating from CDW, subproducts and excess materials;
  • Incorporation of CDW in construction materials via a channel encouraging R&D in circular opportunities defined as priorities: studying other possible applications for slag from incinerating MSW by EGF in the sense of recovering this waste; fostering the recovery of slag for base and sub-base layers in roadbuilding, with a pilot project in 2024; studying the recovery of plastics (plastic or bioplastic film from MSW from EGF) and incorporating them into asphalt mixes.

With regard to incorporating milled materials into new asphalt mixes, this contributes heavily to minimising impacts on the planet by reducing natural resource use and removal of the entire associated production process (specifically aggregates and bitumen). During 2023, besides laboratory studies to gauge the behaviour of asphalt mixes containing growing proportions of milled material, an experimental stretch and pilot stretch of a wear layer – the most important layer of a road surface in which there is currently greatest reticence with regard to its incorporation – were built during a project for one of Mota-Engil Engineering and Construction's main clients in the area of road surfacing.

In parallel, and investing in the maturity of other international markets in terms of incorporating milled materials into asphalt mixes, a survey was conducted of the Group's markets possessing asphalt mixing plants prepared for this purpose.

Regarding the incorporation of rubber granules into road surfaces, incorporating granules of this sort from old tyres to produce asphalt mixes may be one of the most "precious" uses possible for this type of end-of-life material. There are various ways and technologies for incorporating rubber into hot mix asphalt. In 2021, on the Douro Interior Sub concession, Mota-Engil Engineering surfaced a pilot stretch of road with asphalt mixes incorporating something called reacted and activated rubber (RAR). Using this experience, during 2023 it conducted lab studies aimed at increasing its knowledge on the different ways of incorporating rubber into asphalt mixes and its effect on performance. Technological capability and technical knowledge are essential for the viability and implementation of these solutions.

With regard to incorporation of recycled materials or products that incorporate recycled materials in construction contracts in Portugal after 1 July 2021, it is obligatory that they make up at least 10%. To comply with these targets in its projects, Mota-Engil Engenharia e Construção S.A. has taken concrete and systematic action in project and site logistics to increase circularity. Complying with the legal requirements to categorise and classify CDW from its various activities, it has been incorporating it into both long-term and temporary tasks within the scope of its own projects, other projects and even third-party projects.

Examples are outlined below:

.

  • The recovery and re-use of materials;
  • The crushing of asphalt mix waste and concrete waste for use in building base and sub-base layers of paths, in-fills, etc.;
  • The re-use of former railway ballast in top layers, technical blocks, paving and drains;
  • The sending of CDW for recovery, such as steel and concrete blocks that are fully reintegrated as raw materials in manufacturing processes for similar new materials used again in building projects.

LOCAL INITIATIVE IN FOCUS

Incorporation of railway ballast in construction projects

In 2023, former railway ballast was incorporated into the project to build the Beira Alta Line (a MEEC/MERW project) in Mangualde (Portugal).

To classify former railway ballast, analysis was undertaken by selecting three sites beside wayside lubrication systems, deemed the least favourable, to collect samples. According to the results, the ballast was considered inert and included in category 2 of annex I of the "General Rule on Waste Railway Ballast, 17 05 08 – Licensing Exemption" issued by the Portuguese Environment Agency (APA).

This material was crushed so it could be incorporated into the construction project and was re-used for the top layer, technical blocks, paving and drains. In total, 104,086.4 tons of ballast were incorporated into the project, which otherwise would have been recovered by an external entity or destroyed. This project boosts the importance and potential of re-using materials during construction projects.

Circularity of materials within the scope of LEED certification

In 2023, work began on the construction phase of the Matadouro Project (a MEEC project) in Porto (Portugal) whose goal is to obtain LEED Certification – Construction Phase, Gold Level. LEED (Leadership in Energy and Environmental Design) is a system of certification for sustainable buildings whose purpose is to foster more efficient and less environmentally harmful construction practices.

Various categories of certification exist – sustainable sites; water efficiency; energy and atmosphere; materials and resources; indoor environmental quality – but the emphasis on circularity focuses on the re-use and recycling of materials, in which the following initiatives by the company stand out:

  • Use of metal profiles, removed during demolition work, in the containment of buildings;
  • Recovery and re-use of all roofing wood;
  • Re-use of stone from demolitions to fill openings;
  • Use of crushed construction and demolition waste for paving;
  • Re-use of various materials such as wood, ceramic tiles and glass tiles for various purposes;
  • Recycling of CDW from demolition/deconstruction work from the same project and incorporation into the materials used for construction: steel – incorporating 80% of recycled material (scrap); concrete – CEM II/A-L42,5R incorporating 2.57% of recycled material; micropyles – a steel product incorporating 20% of recycled material.

These materials, in particular, used in construction incorporate proportions of recycled raw materials in their composition. All of these measures lead to a reduction in the extraction of virgin raw materials, lower energy use during production and less waste – all relevant issues for the circular economy.

Impact of the Environment Division

Waste management and urban hygiene services are vital components of an infrastructure that promotes public health.

Among Group companies operating in this sector, of note are the concession contracts agreed between the Portuguese government and the companies belonging to EGF Group whose aim is to operate and manage a system to treat and selectively collect urban waste in 174 mainland Portuguese municipalities. Its activities include the collection, treatment and recovery of waste for approximately 6.2 million people.

It should be noted that in 2023 in Portugal, the Group collected/transported 1,258 kt and treated 3,239 kt of waste, through EGF and Suma PT. By preventing the spread of disease and preserving environmental quality (by reducing air, water and soil pollution and keeping urban spaces clean), these services help to reduce health risks and contribute to the general well-being and prosperity of populations/communities. Efficient waste management promotes community well-being and leads to greater community involvement, cooperation and a sense of belonging in maintaining a clean and healthy environment and in protecting the environment.

Waste treated 3,239 kt

Waste collected/transported in Portugal 1,258 kt

In this sense, the Mota-Engil Group's growing international commitment to the development of waste management systems with contracts in Portugal, Oman, Angola, Ivory Coast, Mozambique and Brazil, including studies for new opportunities in various other markets where the Group already operates, should be noted. It should be emphasised that depending on the level of development of the country where the Group operates, Mota-Engil has promoted more efficient solutions in order to reduce the existence of open-air waste deposits (so-called "rubbish dumps"), contributing to the health and safety of the surrounding populations.

Efficient waste management, especially when coupled with an effective strategy to reduce waste generation, ensures a significant reduction in the negative impacts caused by waste generation and its non-treatment. However, even when operating according to best practices, the operation of managed infrastructures and the services provided result in some environmental risks whose constant monitoring and containment efforts help to mitigate their negative impacts on the health and well-being of local communities. These include the risks of odours, fugitive GHG emissions, the appearance of pests and insects and the release of contaminated effluents. In the particular case of the energy recovery of municipal waste - incineration - which results in polluting emissions, with toxicity. Although current technology makes it possible to reduce this emission to very low levels, with evidence of very low risk to human health, there is nevertheless a potential risk associated with long-term exposure (i.e. prolonged exposure to very low doses of substances with pathogenic potential). On the other hand, the perception of health risk can in itself be associated with a reduction in psychological or subjective well-being, particularly among individuals living in the vicinity of municipal solid waste treatment plants.

On the part of Valorsul (Portugal), mention should be made of the existence of a Public Health Monitoring Programme in the area surrounding the São João da Talha Municipal Solid Waste Treatment Plant. Human health monitoring and surveillance is carried out in the surroundings of the Energy Recovery Plant (EWC) with biological surveillance and adverse effects surveillance, as well as evaluation of a series of psychosocial indicators such as residents' attitudes towards the EWC. It should be emphasised that in assessing the health effects potentially associated with exposure to pollutants emitted by incineration, it is important to consider the perception of risk, as well as the subjective and psychological well-being associated with it, determined by multiple intra- and interpersonal factors.

It should be noted that, within the scope of the defined contracts, the Group's companies carry out various communication and environmental education campaigns, among other initiatives, which aim to promote consumer literacy, proper selective waste collection and the valorisation of said waste. They have various communication channels available, including the recycling line.

Notwithstanding these initiatives, in order to ensure the quality and safety of products/services and prevent incidents from occurring (Chap. 1.4.4.V), Mota-Engil is at the stage of globalising an integrated management system (e.g. Safety, Health, Environment and Quality) for all companies, which translates into environmental measures such as adopting control and monitoring systems (air, water, soil, etc.), investing in the treatment of their effluents, training their workers, committing to compliance with legislation and contractual requirements, collaborating with stakeholders, adhering to regulatory standards and investing in technology and innovation to achieve their public health objectives, while providing value to communities and society in general. In order to reinforce the importance of implementing this integrated system, Mota-Engil is strategically committed to certifying its system based on the ISO 9001, 14001 and 45001 standards, with a commitment made by defining the Strategic Objective of Global Certification of the Group's entire turnover by 2026.

LOCAL INITIATIVE IN FOCUS

Recycling line provides public service

The Recycling Line is a public, free and national service that was created in October 2021 to provide effective answers to citizens, mainly to clarify doubts, requests for information, suggestions, complaints, compliments and requests for service related to the collection and treatment of urban waste.

When you think about recycling, there are many questions that arise and for which people don't always have immediate answers. As a result, EGF has created this innovative service to help clarify various issues, using innovative production processes, artificial intelligence, links between platforms, as well as common sense.

Information is centralised on a multi-channel platform where all information is managed more quickly and efficiently. In 2023, the Recycling Line received more than 54,500 contacts from all parts of the country, generated through the different contact platforms, such as requests for service, requests for information, suggestions and complaints, and is now an essential point of contact for anyone who needs help on the subject of urban waste

Also of note, in order to promote the health of our workers who have an impact on public health, a free flu vaccination campaign was carried out, as in previous years, for the Group's companies located in Portugal, for employees and those on international mobility who are in Portugal.

IMPACT OF EGF ACTIVITIES

To foster good environmental practices in teaching establishments throughout the country, rewarding those who present better performance in separating used packaging.

In 2023: 1,155 Schools involved (+12% than in 2022) 351,345 Participants (+16% than in 2022) 4,975 tons Packaging delivered for recycling (+41% than in 2022) €1 737 Rewards handed out

Recycing Market Recycling trade Recycle BinGo

Awareness-raising, at fairs and markets, on the correct disposal of waste and to help create conditions for it to occur in these places by providing ecobags, bin liners, stands and informative material to traders.

Supporting sustainable events with municipalities and organisations nationwide. Summer festivals, sports events, festivities and pilgrimages are the first target of this campaign which hopes to spread appropriate environmental habits to every corner possible.

In 2023: 335 Events held (+35% than in 2022) 13.3 million Participants (+38% than in 2022) 2,853 tons Material collected for recycling (+342% than in 2022) €26 36 Rewards handed out

Ecovalor Ecoevents Tons of help Ecobeaches

Recovering recyclable waste that the institutions involved wish to deliver, namely plastic, metal, paper, card and glass packaging in exchange for money.

In 2023: 304 Organisations (+14% than in 2022) 122,975 Participants (-18% than in 2022) 4,830 tons Packaging delivered for recycling (+13% than in 2022) €657 261 Rewards handed out

Raising awareness among bathers to leave waste packaging at recycling bins when leaving the beach and to never leave it on the sand. Bags are distributed to facilitate rubbish separation on the beach and to ensure that at the end of the day the beach is clean. In 2023: 49 Ecobeaches (+7% than in 2022) 59,108 Participants (+9% than in 2022) 4,830 tons Packaging delivered for recycling (+9% than in 2022)

It is intended for the HORECA channel, trade and services, and aims to provide support to all existing establishments in the areas covered by EGF

concessionaires, based on a close relationship whose objective is to foster the appropriate separation of used packaging.

RELATÓRIO ÚNICO 2023

It works as a game that awards prizes to those who recycle. The main purpose is to get users to visit their usual recycling point located via the geolocation of the respective smartphone.

Other environmental education campaigns

In 2023: 946 Campaigns 554,959 Participants 263 tons Packaging delivered for recycling

In 2023: 28 Markets (+12% than 2022) 10,961 Participants (+28% than in 2022) 280 tons Packaging delivered for recycling (+93% than in 2022)

Total results for the campaigns in 2023: 3,601 Plastic, metal and drinks packaging (+45% compared to 2022) 2,541 tons Glass (+100% compared to 2022) 7,564 tons Paper/Card (+38% compared to 2022) 14.6 million Participants (+39% compared to 2022) 13.7 thousand tons Packaging (+49% compared to 2022) Note: Not including "Recycling Trade" or "Kerbside Recycling".".

In 2023: 80 Municipalities (-18% than in 2022) 6,650 Participants (+96% than in 2022)

In 2023: 18,208 Users €4 2 4 Rewards handed out

NEXT STEPS

  • Completion and publication of the Mota-Engil Group Circularity Manual (2024)
  • Updating of the chapters of the Site Manual on waste separation, selection and recovery plants, materials storage and water and energy circularity (2024)
  • Equipping of labs to recover solvents (2024)
  • Implementation of the global corporate tool for reporting and managing waste created at each production site (2024– 2025)
  • Implementation of the first pilot for the "Sustain ards ME TLABs' Projects", driven by ME T to operationalise the Site Manual's good practices 2024–2025)
  • Implementation of the first pilot for the "ME Zero Waste ME TLABs' Projects" 2024–2025)
  • Implementation of the "Loop ME ME TLABs' Projects" 2024–2025)
  • Conducting of a pilot test incorporating slag from EGF in one of the Mota-Engil Engineering & Construction projects in Portugal (2024), in the context of the "CDW Incorporation in Construction Materials" project

RELATÓRIO ÚNICO 2023

• Creation of the Circularity Training Plan (2024–2025)

1.4.3 Social information

I. Occupational health and safety

GRI 3-3, 403-1, 403-5, 403-6, 403-8, 403-9, 403-10 ESRS SBM-2, SBM-3, MDR-A, MDR-M, MDR-T, S1-1, S1-2, S1-4, S1-5, S1-14

Ensuring a safe and healthy environment for employees, fostering decent working conditions, is a priority for Mota-Engil Group. This commitment aims to guarantee their well-being, providing comfort, protection and long-lasting health. It is a commitment to its employees'' quality of life as well as those people who may be influenced by the company's activity. The occurrence of workplace accidents and occupational illnesses – both physical and mental – has potential consequences for the lives of employees and their families, as well as for the Group's competitiveness and reputation, possibly compromising the achievement of its objectives in this area.

Therefore, the effective implementation of a fully integrated occupational health and safety (OHS) culture and identity throughout the geographies where it operates is a priority for Mota-Engil Group.

Occupational health and safety management

At Mota-Engil, we have set up a corporate safety, health, environment, and quality (SHEQ) area responsible for integrating, aligning methods and enhancing the continual improvement of the respective areas across the Group's various business divisions, thereby creating a culture of prevention that centres on the people.

The Group Management System is supported by an Integrated SHEQ Policy based on legal, contractual, internal to the Group and normative requirements expressed in various commitments.

In the aim of ensuring closer alignment with the Group's strategy and the latest requirements for sustainability, the policy was revised in 2023. This revision gave greater focus to the real operational conditions of the various business divisions. The document was approved by Mota-Engil Group's board of directors and disseminated throughout the organisation.

With regard to managing risks related to occupational safety, this is directly coordinated by the respective SHEQ areas of the Group's different local projects contracts, supported, and supervised in consolidated fashion at both the company market level and the Corporate SHEQ Area (Chap. 1.4.1.II).

Certification is used internally as a vehicle to implement discipline, standardisation and continual improvement, with various Group companies having certified occupational health and safety management systems (ISO 45001), in addition to environmental (ISO 14001) and quality (ISO 9001) management, among others.

The global certification (ISO 9001, 14001 and 45001) process, begun in 2019 for the Africa region and aimed at obtaining a certificate for the E&C and waste management companies in 2020, has been widened to include more geographies and different business areas. In 2023, this already includes all companies with active E&C projects in the various geographies where the Group operates, namely Latin America, Europe and Africa. Therefore, the aim is to include all companies in global certification by 2026 so that the Group has a transversal and unified system that is simultaneously able to absorb the specificities and requirements of each geography (Chap. 1.4.4.V). It is of note that around 87% of workers in 2023 are covered by a certified occupational health and safety management system under standard ISO 45001:2018 (global and individual certification).

Work-place injuries and occupational illnesses

Under the Mota-Engil Strategic Plan 2022–2026 (Chap. 1.2.3), a target was set to reduce the lost time injury frequency rate (LTIFR) by 50% by 2026. Therefore, the LTIFR 5 was also selected as a key performance indicator (KPI) to assess performance with regard to the issuing of sustainability-linked bonds in 2021 (2021–2026), 2022 (2022–2027), for new bonds issued in 2023 (2023–2028) and the direct private offering of €10 million of "Sustainability-linked bonds Mota-Engil 2023–2027" fully subscribed by Banco Montepio, with this KPI being applied to E&C projects – as the Group's largest business division – and with 2020 as the baseline year.

Given that the life of each employee is one of the Group's main priorities, achieving "ZERO fatal accidents" is also one of the primary aims. It should be noted that this aim is included in the Production Incentives System (PIS) that has been gradually implemented by the Group.

In 2023, lamentably there were 10 fatal accidents in operations in the E&C and Environment areas. All accidents, regardless of their severity, are registered and an analysis is undertaken of their causes. All serious occurrences are subject to thorough research and analysis by commissions of inquiry, involving not only the project teams and markets in question but also, whenever necessary, the corporate SHEQ area and the in-house specialisms. It should be noted that the committee reports its results to the Mota-Engil directors. Accordingly, the commitment to implement specific actions in the companies, contracts and business units, complemented by actions across the entire Group, has been reinforced to avoid their recurrence.

In view of the abnormally high number of fatal accidents, the Group, during a meeting of the Global SHEQ Committee, headed by the chair of the board of directors and CEO and deputy chair, reflected, analysed and highlighted the aspects that will comprise the pillars of a plan of action for 2024 in the exclusive aim of countering workplace accidents (see highlighted box).

In addition to researching fatalities and other serious incidents, is also highlighted a quantitative analysis conducted using the LTIFR indicator (as defined by the International Labour Organisation (ILO)) and a qualitative analysis of lost time injuries (LTIs) in the aim of reinforcing preventive actions to prevent the causes of LTIs evolving into fatalities.

Em 2023, we registered a drop in the number of LTIs. This effective drop, combined with a considerable increase in number of hours worked, resulted in an also considerable improvement (reduction) in the LTIFR, i.e. a lower number of accidents resulting in an inability to work per million hours/men worked.

Comparing the Group's overall performance data in 2023 by business area, it can be seen that the Environment area accounts for the clear majority of LTIs, at roughly 70% of cases. Musculoskeletal injuries continue to account for almost all confirmed occupational illnesses.

2023 2022 2021
Business division No. of fatal
accidents
No. of non-fatal
accidents with
sick leave
No. of fatal
accidents
No. of non-fatal
accidents with
sick leave
No. of fatal
accidents
No. of non-fatal
accidents with
sick leave
E&C Europe 0 94 0 115 0 130
E&C Africa 3 92 1 75 3 70
E&C Latin America 4 76 1 104 1 64
Environment 3 700 2 699 0 681
MEXT 0 0 - - - -
Capital 0 74 0 89 0 78
Holding company
and other
0 1 0 0 - -
Mota-Engil Group
Total
10 1,037 4 1,082 4 1,023
E&C Total 7 262 2 294 4 264

5 This indicator was subject to external verification by an independent entity, whose statement is included in this document.

2023
2022
2021
Business division Rate of deaths
resulting from
occupational
accidents
Rate of frequency
of non-fatal
occupation
accidents with
sick leave (LTIFR)
Rate of deaths
resulting from
occupational
accidents
Rate of frequency
of non-fatal
occupation
accidents with
sick leave (LTIFR)
Rate of deaths
resulting from
occupational
accidents
Rate of frequency
of non-fatal
occupation
accidents with
sick leave (LTIFR)
E&C Europe 0.00 15.88 0.00 19.57 0.00 20.05
E&C Africa 0.07 2.01 0.03 2.08 0.11 2.49
E&C Latin America 0.09 1.66 0.04 4.15 0.04 2.73
Environment 0.12 27.61 0.09 30.29 0.00 28.21
MEXT 0.00 0.00 - - - -
Capital 0.00 26.78 0.00 35.33 0.00 35.19
Holding company
and other
0.00 1.58 0.00 0.00 - -
Mota-Engil Group
Total
0.08 8.21 0.04 11.62 0.05 12.13
E&C Total 0.07 2.69 0.03 4.39 0.07 4.55

Note: Refer to the GRI Content Index for information on the methodology used to calculate indicator 403-9.

Lost time injury frequency rate (LTIFR) Lost time injury frequency rate (LTIFR) in E&C projects

Strategic aim: 50% cut in the Rate of frequency of non-fatal occupation accidents with sick leave (LTIFR) by 2026 (vs 2020 BU E&C and vs 2021 ME Group)

Boosting prevention and control measures

Based on the commitments established and according to the performance verified, Mota-Engil aims to leverage organisational and operational prevention actions dedicated to improve the performance of workplace safety, actions and initiatives based on the sharing and standardisation of best practices in the Group's various companies. Based on the causes of accidents and risk assessment processes, the aim, according to the controls hierarchy, is to adopt occupational practices and tools, including the development of new engineering and safety solutions. The main pillars of action are training and skills, adjustment of human resources, leadership, accountability and recognition and digitalisation of processes.

It should be noted that, as in previous years, there was a corporate drive to consult and involve workers in 2023. Seen as a complement to other actions in this area, such as the SHEQ Committees, this aims to ensure workers are consulted on matters of safety, health, environment and quality, as well as to promote its contribution to introducing improvement measures. It should be emphasised that, in addition to this corporate initiative transversal to all Group companies and geographies, this initiative is also boosted by a consultation with its workers.

In this context, a highlight in 2023 was the holding of the Global SHEQ Committee and the SHEQ Moments. Initiatives focused on prevention and proactivity were also undertaken, such as boosting the implementation of Golden Rules, the promotion of visible felt leadership and the increase in identifying and treating near misses, among others.

It should be mentioned that, in response to verified fatal accidents, Mota-Engil Group for the first time decreed a total stoppage of mining operations for one hour, during which top management at all of these projects presented their teams with the main measures and guidelines to reduce accidents in projects of this kind. This initiative took place in May 2023.

CORPORATE INITIATIVES IN FOCUS

6th Global SHEQ Committee dedicated to the theme of workplace safety

The Global SHEQ Committee is an entity established for various years at Mota-Engil Group aimed at promoting joint reflection with the SHEQ directors of all companies from the various Group business divisions on material themes linked to SHEQ areas based on the performance for the respective year, new regulatory demands, requirements and internal concerns.

In 2023, the event was marked by the enhancing of the importance of the themes of safety and the respective performance with the special participation of top management from all business divisions, respective companies and geographies, in addition to the habitual participation of the respective SHE managers. The event's leadership was the responsibility of the chair of the board of directors, Carlos Mota Santos, and the ice CEO, Manuel António Mota, with the support of the Group's SHEQ and ESG director, José da Silva Almeida.

The central theme was the discussion of the occupational health and safety strategies and the culture of prevention in alignment with the Group's SHE Policy. The active participation of top management and SHE managers revealed the importance given to health and safety in the Group, especially with a focus on prevention and a ZERO accident culture.

It should be stressed that in 2023, besides the Global SHEQ Committee, Regional SHEQ Committees were also held in African and LATAM regions respectively, led by the respective CEOs and attended by the directors of the various markets/companies and the respective SHEQ managers.

SHEQ Moments

In 2023, the SHEQ Moments were established as an obligatory routine – reinforced in the SHEQ Policy – and incorporated as prologues to all formal meetings in the Group's business divisions, companies and geographies. The theme of reinforcement was given by the board which established the routine in these SHE Moments within the meetings of the Group's Executive Committee, with the chair also reinforcing this obligation during in-house communications.

The aim of the SHEQ Moments is to raise awareness about the material themes of people's safety, health and well-being, as well as the quality of the services provided and products made, and the preservation of the environment. In 2023, special attention was given to the themes associated with occupational health and safety, given the serious accidents that have occurred and the pressing need for preventive health, namely mental health – one of the latest areas of focus by the Group.

Implementation of the SHEQ Moments drove awareness, dialogue, early intervention and the active participation of top management in employees' physical and psychological safety. This is intrinsically aligned with the SHE Policy, reflecting the commitment to leadership by example.

Enhancement of the Golden Rules

The strategy of divulging and strengthening the Golden Rules has become a priority at the Mota-Engil Group as one of the main pillars of prevention. In 2023, the framework and its respective regulation was disseminated via a service order and a video starring the Group's ice CEO, Manuel António da Mota. The initiative aims to clarify the framework and regulation associated with the implementation of the Golden Rules and enhance the commitment and involvement of top management in the current rules.

Each enhancement of the Golden Rules will be accompanied by service orders and specific explanatory videos, allowing greater focus on communicating the individual contents and ensuring sufficient time for effective learning and practical implementation. The first film, divulged in 2023, concentrated on the safe driving rule.

Information was disseminated in various languages and formats (posters, training) to ensure all Group employees and subcontractors have access to information and the contents are easily absorbed.

  • To protect the environment and the planet
  • To ensure client satisfaction
  • To ensure safety, health and environmental preservation are priorities

Recognising that the psychosocial risk factors influence accident occurrence, 2023 was marked by the hiring of a mental health expert – a Wellness Manager – who has reinforced the Corporate SHEQ area by creating a new corporate area dedicated to this theme. As a result of the new structure, a mental health management strategy – a Wellness Programme – was developed whose aim is to strengthen a culture of health at Mota-Engil Group. In this context, a set of psychosocial risk assessment and intervention initiatives was implemented involving leadership and employees to improve the management of these risks and consequently act to reduce accidents.

CORPORATE INITIATIVE IN FOCUS

Wellness Programme: mental health strategy

The Wellness Programme was built on three mutually complementary pillars that allow progressively more specific interventions to be taken within Mota-Engil Group. This approach enables an increasingly in-depth understanding of the Group's individual needs, facilitating directed interventions when necessary.

The programme's main aim is to identify and prevent psychosocial risks, as well as develop measures to mitigate them that create a culture of well-being across all levels of the organisation, and focuses particularly on top management, given the impact that the leadership has on employees' psychological health. It is hoped not just to increase mental health literacy among Mota-Engil Group employees but also to supply strategies which, in their routine, ensure better mental health and manage psychosocial risks more effectively.

Creation of the programme began in May 2023 with initiatives held during the year. The calendar of events for 2024 has already been planned.

The programme's official launch was on 10 October, World Mental Health Day, with two inspirational sessions on organisational happiness held and an obligatory online introduction to mental health launched for new employees (and also available to other workers).

To assess psychosocial risks, a pilot project was begun with three Group companies to promote and standardise assessment and management of this type of risk. In addition to adhering to the Alliance to Promote Workplace Mental Health (ASM), the Group has participated in webinars/seminars on this theme, both as a speaker and an attendee: Happiness Camp, Católica

Mental Health Summit , 1ºCongresso Nacional de Saúde Mental no Local de Trabalho, 1º Conferência de Saúde Mental – Cuidar da mente é investir nas empresas, and Recovery Summit – II International Congress.

Also of note was the holding in October of the "Happiness Angels" training session targeted at SHE focal points and Human Resources. This training was aimed at those employees with knowledge in psychological health, empathy and communication so that they can contribute actively and pro-actively to a culture of well-being. In December, training was given to top management on the impact of leadership on mental health and direct ways in which management can contribute to the wellbeing of the company and its employees.

In the context of the existing Site Manual for E&C, in 2023 an initiative called "Sustainyards" was also developed aimed at creating more sustainable building sites.

CORPORATE INITIATIVE IN FOCUS

Sustainyards

In 2023, based on innovation projects, MEXT identified the opportunity to add a further aspect to the existing E&C Site Manual with the idea of making sites even more environmentally and socially sustainable. A Working Group was therefore set up with members from different knowledge areas within the Group to lead the Sustainyards macro-project.

Sustainyards includes a set of projects focused on the various aspects of a sustainable building site: identifying opportunities to improve employees' social, health and well-being conditions; improving energy efficiency and cutting the carbon footprint; cutting waste production and promoting circularity.

These projects are being developed through close collaboration between the Group's innovation and sustainability strategies.

The year was also marked by a different type of commemoration of World Day for Safety and Health at Work reinforcing an initiative covering all business divisions and respective companies. The divisions were encouraged to hold a operational management-led awareness campaign involving all of their employees based on the risks associated with the incidents that had occurred in their company/project/establishment. This initiative was based on boosting top management involvement in safety awareness campaigns in the aim of reinforcing prevention in operations.

With regard to digitalisation of processes, a corporate-level working group was created in 2023 representing the various business areas and geographies aimed at creating a digital platform to improve the flow of information (Chap. 1.4.4.VI). This platform, based on the adaptation of one already existing at a Group company, will have various applications, giving due priority to the recording of incidents.

NEXT STEPS

  • Implementing valorisation and penalisation regulations based on the overall safety performance (2024)
  • Developing the digital platform for incident management (2024)
  • Improving the analysis of incidents with particular focus on a study dedicated to the state of the art and taking stock of near misses and the implementation of methodologies to leverage recording, treatment and definition of measures to ensure action that is increasingly based on prevention (2024)
  • Improving skills by developing a continuous and mandatory SHEQ training programme, with a special focus on operational managers and SHEQ employees (2024)
  • Providing mental health services for all Mota-Engil Group employees (2024)
  • Implementation and standardisation of the psychosocial risk assessment process and monitoring of the implementation of actions during internal audits (2024)
  • Maintaining continual coordination between the corporate SHEQ area and the focal points at the different business divisions in the aim of fostering a preventive SHEQ culture (continuous process)

II. Talent management

GRI 3-3, 2-7, 2-30, 202-2, 401-1, 404-1, 404-3, 405-1, 405-2 ESRS SBM-1, SBM-2, SBM-3, MDR-A, MDR-M, MDR-T, S1-1, S1-2, S1-4, S1-5, S1-6, S1-8, S1-9, S1-13, S1-16

Employees play a crucial role in the success and sustainability of Mota-Engil's business, also highlighting the creation of social and economic impacts on the local communities where the Group operates as a result of the more than 50,000 jobs it provides across more than 20 countries.

Aware of the key role it has in contributing to the Sustainable Development Goals (SDS), the Group has incorporated and enhanced the following targets in its Strategic Plan 2026 (Chap. 1.4.1.I):

  • To reach 30% of women recruited promoted to management positions in 2026, putting "Gender Equality" at the centre of its focus;
  • To reach 75% of local staff in management positions in 2026.

It should be mentioned that the second target is new, as a result of dual materiality analysis (Chap. 1.4.1.III).

Therefore, talent management, in its different aspects – creation of local employment and skills development, diversity, equality and inclusion, education and training, working conditions and social protection, labour practices and career progression – is a strategically important subject for the Group and has been boosted by dual materiality (Chap. 1.4.1.III). It is stressed that this importance also comes from the fact that corporate HR answers directly to the CEO of Mota-Engil.

The human resources (HR) policy represents a central pillar of Mota-Engil Group's growth, diversification, and international expansion. Aligned with the Building 26 Strategic Plan (Chap. 1.2.3), it is divided into four key pillars:

  • Culture of merit ambition is intrinsic to Mota-Engil's DNA and, therefore, its philosophy is based on the management and recognition of merit which encourages its people to seek new challenges, grow and overcome obstacles;
  • Global staff mobility the challenges of the Group's diversification and internationalisation has increasingly required the capacity to transform mobility into a unique vector for the company's proximity to its clients, partners and communities, and a factor reinforcing employee cohesion, exchange and growth;
  • Enhancement of the culture and organisational model under the theme "a single Group, a single Project, a single Strategy", Mota-Engil invests in implementing a uniform and transversal organisational model that facilitates communication, raises the efficiency of processes and incentivises mobility between markets and regions;
  • Skills development and transversality "We are what we do" Since Mota-Engil believes that what makes it stand out are its people and their accumulated experience and know-how, diversity, and intelligence, it therefore prepares, empowers, and develops the skills of its employees to ensure the transversality of knowledge within the company.

This policy is regarded as a tool designed to establish and systematise guidelines and standards for human resource management, respecting the local specificities of the markets where the Group operates.

Standardising practices

To ensure that the practices inherent to human resources management, including recruitment and performance management, are consistent throughout the Group.

Aligning with global strategies

To ensure that human resources practices are in accordance with the organisation's aims and strategies and contribute to their achievement.

Global mobility

To facilitate the process of mobility between the Group's diverse areas and geographies through the transparency of practices.

Operational efficiency

To reduce the complexity and costs associated with human resources management.

Diversity and inclusion

To foster well-being and equality by implementing and disseminating programmes and campaigns that aim to improve the working environment and promote gender equality, diversity, and inclusion.

Total number of employees

Distribution of employees by Business Unit in 2023

In the aim of transposing the priorities set out in the Strategic Plan to the Group's human resources management, a People Plan has been created. Defined annually, its purpose is to set annual aims and targets to be achieved and to establish the main HR initiatives that are transversal to the different companies/markets. The plan is based on five main axes around which a multiplicity of projects and initiatives has been developed, both relating to innovation and maintenance and improvement of existing processes.

With regard to employee satisfaction, "MotivE" – the first satisfaction questionnaire aimed at all Group employees, covering all business areas, geographies and companies – was launched in 2022. This questionnaire allowed an in-depth insight into the level of satisfaction and factors valued by employees and also a comparative analysis of the Group. The questionnaire received over 19,000 replies and obtained a general happiness/satisfaction ranking of 72%, with employees chiefly satisfied with training, work, and leadership.

Following the questionnaire, an overall action plan was defined with corporate-level initiatives and local action plans in each of the Group's companies markets and whose actions aim to improve the respective local conditions. In total, over 200 measures were defined throughout the Group with a focus on the various aspects assessed in the questionnaire – highlighting communication, leadership, and compensation as the most detailed – which were implemented during 2023.

In 2024, a new satisfaction questionnaire will be held, which will allow the levels of employee satisfaction and engagement to be assessed. This analysis will allow the impact of the action plans developed and implemented in the Group's various companies to be evaluated and in what way they have contributed to employee satisfaction.

To support the HR management policy, mention should be made of the importance of the ongoing digital transformation process (Chap. 1.4.4.VI), which has permitted more modern and effective communication and management. This focus earned Mota-Engil Group an award at an annual HR event HR Connect) organised by SAP in two categories: "Change Management" voted by a jury) and "HR Branding" voted by the public).

Hiring and mobility practices

In a global and highly competitive market, attracting and retaining qualified and motivated people is crucial for the success of the Group's mission and objectives, especially in a context of very high growth and expansion as that verified at Mota-Engil.

Evolution by type of contract

Note: Refer to the GRI Content Index for more information about the GRI 2-7 indicator.

Evolution of new employee hires and employee turnover

Note 1: Refer to the GRI Content Index for more information about the GRI 401-1 indicator. Note 2: The hiring and departure rates are intrinsically associated with the start and end of the Group's projects, undertakings, and contracts.

In the aim of supporting our multiple geographies in hiring for critical positions and increasing process efficiency, the Global Recruitment Hub was set up in 2022 and its operations were consolidated in 2023.

CORPORATE INITIATIVE IN FOCUS

Consolidation of the Global Recruitment Hub

In 2023, the operations of the Global Recruitment Hub were consolidated, optimising the efficiency of the process, and introducing new solutions in a very difficult labour market and amid a scarcity of talent, alongside the growing need for hirings. A record number of recruitments/mobilisations was achieved and an improvement in the recruitment lead time, with the scope of intervention reaching markets in the three continents where Mota-Engil Group operates – Europe, Africa, and Latin America.

The following was achieved in 2023: Over 600 hirings/mobilisations A lower than 50-day lead time for the selection process 6

Focus of recruitment on the core business areas

35% Production (Construction & Mining)

27% Equipment

8% Technical

8% SHEQ

4% Procurement and Logistics

Attracting and retaining young people of high potential with leadership qualities and an ambition to embrace new challenges are crucial factors for preparing the future of Mota-Engil Group. Therefore, attracting and developing young people has mostly been achieved through two talent programmes: Learn@ME and StartME. It should be noted that StartME is an important opportunity to empower and integrate young people in various geographies, enabling an exchange of work and life experiences in a multicultural environment. It has high rates of integration within the Group (see inset).

CORPORATE INITIATIVES IN FOCUS

In partnership with leading national educational institutions, the programme is chiefly aimed at attracting high-potential young students and offering them their first experience of working in a business setting.

The internship, which lasted from two to six months, is supported by a tutor and their team who attempt to enhance the learning of technical knowledge and skills relevant to interns' careers.

The programme foresees collaboration in academic and research projects stemming from the candidate's area of training and pertaining to the company's existing know-how.

It aims to attract and integrate young talent at the start of their careers through the development of professional internships. It drives individual development and provides a vast range of experiences and learnings through contact with the different businesses, the knowledge of innovative methodologies and solutions, a wide networking circle and the development of skills that are critical in an international context.

Divided into three stages, it begins with @Campus in the aim of identifying and attracting future trainees through a transversal and thorough selection process. The second stage – @Mota-Engil – takes place in the Group's facilities and is designed to align with the Group's culture and values. The programme concludes with the @Business Units stage in which trainees have the chance to develop their professional and personal capabilities over 12 months of internship, overseen by a tutor who is responsible for facilitating their integration into the team and developing their potential and know-how.

The programme has an incorporation rate after the internship has finished of over 90%.

6 Excludes time relating to the periods of pre-notification, obtaining visas, and transitioning between companies.

In 2023:
Recruitment
10th iteration
7,287 applicants
55 countries
25 average age
69% Men
31% Women

Final selection 203 trainees 10 nationalities 64% Men 36% Women

CORPORATE INITIATIVE IN FOCUS

Onboarding Virtual WelcoME

Of note, in regard to integrating new employees, is Onboarding Virtual WelcoME – Corporate Welcome Programme. Its main aim is to provide a transversal, consistent and significant integration experience for all new recruits.

It extends to employees in technical, management and executive positions in all of the organisation's geographical locations. It is based on 3 important pillars: 1) to foster knowledge of the Group's history, culture, values, and vision; 2) to create synergies between employees in different operations and business areas; (3) to provide the testimony of colleagues with different functions and experiences, fostering networking and knowledge sharing.

The sessions are virtual and given in the three main languages – Portuguese, English and Spanish. In 2023, over 120 people took part, and it had an overall satisfaction rate of 4.2 (on a scale of 1 to 5).

It should also be mentioned that, over the last decade, as a result of the growth of international markets, diversification of the business and change in governance models, the profile of Mota-Engil's internationally mobile employees has changed significantly, giving rise to a new model.

CORPORATE INITIATIVE IN FOCUS

New international mobility model

In 2023, a new International Mobility Model (IMM) was rolled out across all companies/markets where the Mota-Engil Group operates.

This model aims to simplify the management of internationally mobile employees, foster employee rotation around the Group's various markets to facilitate knowledge transfer, valorise mission responsibility, market, and hardship risks, and ensure equitable conditions and benefits.

The new model provides a response to:

  • The significant increase in the Group's activity in new markets, with their own characteristics and demands, raising the complexity of the international HR management model;
  • The reduction in the percentage of people in international mobility compared to all employees as a whole, with a growing and desirable focus on local employees;
  • The diversity of employees, of different nationalities, who are currently internationally mobile, regardless of their country of origin, with an emphasis on local hiring models with mobility benefits;
  • The change in mobility patterns, with greater movement of internationally mobile employees between foreign countries;
  • The progressive requirements imposed by local regulations, both at the fiscal and labour levels;
  • The growing importance of employee care and assistance through enhanced solutions in insurance and international support organisations.

All of these aspects have strengthened the need, without prejudice to safeguarding local imperatives, to roll out criteria across the whole of Mota-Engil.

Skills training and development

Mota-Engil promotes the transversal development of learning as a valuable instrument in human capital management based on five guiding principles: (1) the updating and recycling of know-how; (2) transversality and synergies; (3) the valorisation of the company's people and competitiveness; 4) optimisation and efficiency; and 5) in-house training and knowledge sharing.

The Group considers it important to provide training that is a vehicle for employee growth, valorisation and development since the technological advances, innovation, and competitiveness prevalent within the business world require continual recycling of knowledge and new learning. The training provided aims to improve our employees' skills, significantly impacting their individual performance and enhancing career progression.

Total hours of training Average no. of training hours per employee

Average no. of training hours per Business Unit

Evolution of the average no. of training hours per functional area

RELATÓRIO ÚNICO 2023

Note: For more detailed information on how the indicator on annual training is calculated, see the GRI Content Index (GRI 404-1).

The complementary combination of online learning with in-person learning is essential for the personalisation of learning paths in view of employees' development needs.

In 2023, the Contractual Management Academy (CM AcadeME) – set up in the preceding year and which in 2023 reached cruising speed – was continued with as well as the Digital MBA and Ability2Execute Leaders for Leaders Programme: a corporate training programme aimed at developing skills to improve leadership, communication, and organisational abilities.

In terms of training giving, one of the focuses has been ESG – environmental, social and governance.

No. of hours of ESG training 2023 2022
Safety 176,749 115,936
Health 11,776 18,001
Environment 11,158 12,007
Human rights 1,943 4,106
Anti-corruption 1,043 3,833
Total 202,669 153,883

CORPORATE INITIATIVES IN FOCUS

Consolidation of the Contractual Management Academy (CM AcadeME)

Comprising around 20 in-house trainers called "ME Experts", the Academy's mission is to ensure training, knowledge transfer and the implementation of a transversal culture of contractual management for employees in the areas of production and contractual and commercial management.

Emphasising in-house training, this initiative focuses on Group teams and experts to develop technical training, fostering learning, knowledge dissemination and skills acquisition and development. It consists of three levels – Practitioner, Advanced and Expert – and includes an in-house certification programme setting out global standards for professional contract management.

In 2023, 20 virtual sessions were held, and 161 employees certified. General satisfaction among participants was 4.2 out of 5, with stress placed on the excellent presentation of the course, its structure, and its importance for Mota-Engil Group's culture. At the moment, target employees are attending virtual sessions facilitated by the ME Experts and e-learning content. In addition, the "CM Talks" are still periodically being given and related to the theme of contractual management and feature outside and in-house guests.

RELATÓRIO ÚNICO 2023

In 2023:

20 virtual sessions

161 certified employees

4.2 general satisfaction of participants (on a scale of 1 to 5)

4th iteration of the Digital MBA

Pursuing a strategy to develop high-potential talent, in 2023 Mota-Engil launched the 4th iteration of the programme to award grants for "The Digital MBA", in partnership with Porto Business School – ranked 34th globally for executive education by The Financial Times.

The Digital MBA is accredited by the Association of MBAs (AMBA) and it is open to employees who are interested in taking a training course aimed at boosting critical skills for themselves and the business.

The online format is a unique opportunity to enable global, inclusive, and disseminated participation in all geographies where the Group is present.

The selection of the five employees, participants in this iteration, took into consideration potential, multiplicity, and diversity, in gender, business areas and the geographies where Mota-Engil operates.

In 2023: 4th iteration

5 grants awarded 70 applicants 23% Men

77% Women

Career progression and working conditions

Mota-Engil has set up a careers model that is applicable to all companies majority controlled by the Group and their respective contractually bound employees. The aims are as follows: 1) to valorise technical careers within the group, setting out a " " shaped model that provides employees with the chance to progress into more complex/responsible technical positions or management executive positions; 2) streamlining mobility and progression, rolling out a model across the Group's different environments through which all employees are positioned on a career ladder based on common principles of progression and valorisation; (3) to clarify the career paths and rungs, providing clarity to the careers structure and allowing an understanding of future development within the Group.

Progress through the Group's careers model depends on the combination of the following criteria:

  • Seniority: the employee's level of experience in one or more areas of knowledge, expressed in terms of know‐how and autonomy in performing operational, technical and/or management functions.
  • Mobility: performance of functions in the context of mobility, i.e. between (1) different functional areas, (2) different geographies or (3) different businesses.
  • Merit: the level of assessment obtained in relation to the performance shown in earlier years in carrying out their previous/current functions.
  • Potential: level of assessment projected in performing other functions (1) of a different nature, (2) of greater complexity and/or (3) of greater responsibility within the Group.

With a view to the personal and professional development and guidance of Group employees, Mota-Engil has implemented a performance assessment model. This aims to ensure the recognition, meritocracy, and promotion of sustainable growth in the Group and covers all Mota-Engil employees (including all Group geographies/businesses).

Performance is gauged using measurable results and desirable behaviour and attitudes via a qualitative and quantitative assessment by various stakeholders – bosses, peers, clients, and partners. This is an annual process consisting of various stages to ensure continual oversight of Group employee performance – definition and confirmation of targets; continual assessment; self-assessment; assessment from the previous year; standardisation and communication of the assessment.

Employees receiving career performance analysis

Note: Refer to the GRI Content Index for more information about the GRI 404-3.

It should also be noted that the Manuel António da Mota Foundation operates in Portugal through its employee support programmes - aimed at the Group's most disadvantaged employees and aimed at providing social and family support in a context of crisis or at times of greater personal investment, thus minimising the implications for their professional lives and enhancing the dignity of Mota-Engil's internal community (Chap. 1.4.3.III).

Social relations

In Mota-Engil Group, labour relations management complies with national legislation (labour and trade unions), in the countries where it operates. Mota-Engil conveys respect for the right of its employees in the various communities where it operates, particularly ensuring the key rights involved in employment relations:

  • Compliance with labour legislation and enforcement of non-discriminatory working practices;
  • Punctual awarding of fair and adequate pay;
  • Minimum prior notice periods for operational changes;
  • Treatment governed by respect and education;
  • Promotion of equal opportunities in career progression;
  • Provision of continual training with a view to developing professional qualifications;
  • Guarantee of a safe working environment;
  • Guarantee of the right to hold positions within employee-representative organisations;
  • Guarantee of good working conditions from a physical and moral perspective;
  • Contribution to raising worker productivity and employability;
  • Prevention of professional risks and illnesses, bearing in mind the protection of worker health and safety;
  • Guarantee of working conditions that foster the reconciliation of family and personal life and work.

With a strong international presence, Mota-Engil takes the conventions and recommendations of the International Labour Organisation (ILO) into consideration on work-related matters, namely the safeguarding of employee rights, which is evident in relations with local governments and employer organisations.

The Group companies safeguard the rights of association, especially freedom of association and collective negotiation, which are in fact a constitutional and legal imperative.

Given that Mota‐Engil operates in various business areas and geographies, it is open to dialogue with myriad trade union representatives, with whom it fosters good institutional relations.

It should be noted that there are different types of collective agreement applicable to employees – collective contracts, collective agreements, and company agreements – which vary according to the Group company and area of activity. 41% of employees are covered by collective work agreements.

Note: Refer to the GRI Content Index for more information about the GRI 2-30

It is also of note that via the Group's ethics hotline no cases of operations and suppliers where freedom of association and collective negotiation could be at risk (GRI 407 Standard) were reported.

Good labour relations are due in large part to open dialogue and exchange of informed opinion. Therefore, a worker's right to information and consultation ensures they have a legitimate right to knowledge of the company's business activities as well as changes to employment and preventative measures. It should be noted that various channels exist for employee consultation and participation, notable among which are meetings of the SHEQ committees (Occupational Health and Safety - OHS), toolbox talks and questionnaires for direct employee consultation and participation. Added to these channels are also a corporate digital portal, with training and clarification sessions which also act as resources for providing relevant information, such as within the scope of OHS. In terms of compliance, Mota-Engil has a Reporting of Irregularities Policy (Chap. 1.4.4.I) which sets out the means for gathering data on critical situations by employees.

With regard to interaction with the Authority for Working Conditions in Portugal or its counterparts, in countries where Mota-Engil operates, mention should be made of a notification from Brazil's Ministry of Labour. This referred to Mota-Engil's notification with regard to the Petrobras employee platform in Macaé.

Diversity, equality, and inclusion

Part of a society that is increasingly global and, consequently, more proactive in matters of diversity, equality, and inclusion, Mota-Engil is on the front line with a view to fostering a fairer, more diverse, and inclusive social context in the various markets where the company operates. Committed to the impact of the SDGs and engaged in perpetuating the legacy of its founder, Manuel António da Mota, Mota-Engil revisited its purpose – "Our legacy inspires and commits us to build a better world" – in 2023 with an eye on the future, consequently adjusting its "Building 26" Strategic Plan.

From this exercise, multiple commitments were strengthened, notable among which was the commitment to promote an attractive ecosystem for its People, based on diversity, equality, and respect for differences.

Distribution of employees by gender in 2023

Note: Refer to the GRI Content Index for detailed information on how the indicators on diversity GRI 405-1/2 were calculated.

Women recruited or promoted to manager by business area and globally

Percentage of employees by functional category and gender (%) 2023 2022 2021
Men Women Men Women Men Women
Senior Management/Technical Directors 89 11 89 11 90 10
Coordinators and Specialist Staff 77 23 79 21 79 21
Mota-Engil Group Total Supervisors and Technical Staff 76 24 76 24 76 24
Operating and Support Staff 88 12 88 12 88 12
Ratio of salary and remuneration between women and men 2023 2022 2021
Senior Management/Technical Directors 0.86 0.79 0.87
Coordinators and Specialist Staff 0.89 0.92 0.88
Mota-Engil Group Total Supervisors and Technical Staff 1.03 1.02 1.02
Operating and Support Staff 0.91 0.89 0.94

RELATÓRIO ÚNICO 2023

Note: Reference is made to the GRI Content Index for detailed access to the calculation of indicators related to diversity GRI 405-1/2.

Proportion of top management positions held by individuals from the local community

Note: Refer to the GRI Content Index for detailed access to the calculation of indicator 202-2.

Note: Reference is made to the GRI Content Index for detailed access to the calculation of indicators related to diversity GRI 405-1/2.

Based on the shared guidelines of the Committee for Workplace and Employment Equality (CITE), Mota-Engil draws up an annual Gender Equality Plan. Through this plan, the company intends to take measures that comprise positive practices to combat discrimination and inequality between men and women and that encourage a new organisational culture able to perceive and valorise the contribution of both genders, strengthening the principle of equality in its practices and acting as a watchword for improving competitiveness. It is also intended to ensure effective implementation and monitoring of the guidelines in the Strategic Plan 2026 aimed at employees and the members of the governing bodies under Article 7 of Law No. 62/2017.

In terms of recruitment and selection, those responsible are aware of the procedures to recruit and select without gender bias, and training is organised to ensure equal access and participation for men and women.

The current procedures within the pay and rewards system ensure respect for the principle of equal pay for equal work, based on a model of objective performance assessment free of any gender bias and that does not penalise employees for performing their family responsibilities.

With regard to the characterisation of the members of the Mota-Engil Board of Directors (Chap. 1.2.4), on 31 December 65% were men. In a sector that is still predominantly male, Mota-Engil is bound by the values set out in Law No. 62/2017 of 1 August, which establishes that there should be equal representation of men and women on the governing and audit bodies of public enterprises and companies quoted on the stock market, such as Mota-Engil.

As diversity and equality are central themes of Mota-Engil's purpose and strategy, in 2023 a series of actions were taken to pinpoint their critical nature, promoting the incorporation of local employees into key positions on the one hand and ensuring the increase in women in management positions on the other.

These are positive practices to combat discrimination and inequality between men and women and encourage a new organisational culture able to perceive and valorise – personally and professionally – the contribution of both genders, strengthening the principle of equality in its practices and acting as a watchword for improved competitiveness.

CORPORATE INITIATIVES IN FOCUS

WoMEn Leaders WoMEn Power

In 2023, Mota-Engil developed the WoMEn Leaders programme in partnership with Porto Business School. This is a pioneering programme aimed at accelerating leadership skills, annually training a group of high-potential women from the Group's various geographies and businesses with the ambition to step up to these positions in the short/medium term.

Based on three pillars – ME as Leader, ME as a Manager, ME as a Change-maker – the course contents are incorporated into eight disciplines, totalling 56 hours of training.

The 70 employees on this first iteration of the programme will be given continual follow-up by the corporate HR team and the local team with a view to monitoring and providing support with regard to their preparation and transition to a management career.

70 Mota-Engil women 18 different nationalities 16 markets involved

Engineers for a Day Empower

To reinforce its commitment to gender equality and contribute to the wider interest in engineering – breaking down the idea that it is a male preserve – Mota-Engil collaborated with the project "Engineers for a Day", coordinated by the Citizenship and Gender Equality Commission (CIG) in liaison with the Portuguese Diversity Charter (APPDI), Instituto Superior Técnico and the Ordem dos Engenheiros. Therefore, Mota-Engil took part in "Careers Week 2023", helping to present a clearer picture to secondary and middle school children of what civil engineering involves.

Purposely designed with a view to raising awareness of the theme of gender equality, in 2023 Mota-Engil implemented the WoMEn Power initiative in partnership with Porto Business School and aimed at Group employees.

It addresses three key pillars for the development of participants: leadership, management, and adaptability to the corporate future.

In an open climate and based on in-house examples of female leadership – employees who were challenged to share their experiences, embodying management through example, inspiration and internal reflection – the WoMEn Power session encouraged discussion of a series of issues related to gender equality, enhancing the role that companies and their employees – collectively and individually – play in achieving this commitment.

In 2023, an outreach project, specifically in Africa, was started with a series of local teams in which, each market, familiar with its own conditions, comprised a working team which drew up its own action plan and which is currently underway and being monitored with a view to empowering local staff.

Subordinated to the theme of "Building a vision for tomorrow", EMpower has served as a watchword, among many others, for a particular project in the area of local empowerment.

With regard to Law No. 4/2019 establishing the system of quotas for people with disabilities of 60% or more and which introduces the obligation on private sector companies to hire people with disabilities, Mota-Engil is committed to complying with the law and identifying the best talent for its companies, thereby contributing to bringing people with disabilities into the workforce and providing the opportunity to pursue a career. Mota-Engil has identified the Group companies to which this legal obligation applies and, as legally provided for, is transitioning to full compliance.

NEXT STEPS

  • Conducting a new satisfaction questionnaire under MotivE (2024)
  • Holding the 11th iteration of StartME (2024)
  • Launching and developing the Mota-Engil Female Leadership Programme (2023–2026)
  • Reformulating the gender equality SWG and setting up the Steering Committee (2024)

RELATÓRIO ÚNICO 2023

• Updating the gender equality plan (annual process)

III. Social responsibility

As part of its internal and external social responsibility activities, the Manuel António da Mota Foundation (FMAM) (Chap. 1.4.3.IV) acts as a strategic partner. Following the inclusion of this material topic in the revision of the Strategic Plan Building 26, an indicator has been developed to measure the Mota-Engil Group's performance in Corporate Social Responsibility.

Mota-Engil Community

In line with the sustainability strategy and policies of the Mota-Engil Group, patron of the Manuel António da Mota Foundation, in which valuing the human factor is of paramount importance, the "Comunidade Mota-Engil" [Mota-Engil Community] programme, through its various lines of support, seeks to meet the main needs faced by lower-income workers and their families who require special attention.

The Foundation seeks to support the company's in-house community of human resources, responding to their problems and providing a voice for their aspirations through a set of seven programmes.

In 2023, the Foundation identified the need to publicise its employee support programmes, such as the Health+ Fund, "Primeira Infância" First Childhood Programme, Study Grants, Financial Advice, Social Support Fund and the 1+2 Fund. In partnership with Mota-Engil Engenharia's Human Resources Department, several information sessions were held for employees – at construction sites in Portugal – and the effect of these sessions was seen in an increase in the number of applications received, especially in the Social Support Fund and the Health+ Fund (see diagram below). Between October and November 2023, several sessions were also held with the EGF Group's concessionaires, Resulima and Valorminho, which will continue in 2024 with the other concessionaires.

€2 312 Amount awarded

22/23 school year:

14 Early Childhood Subsidies 117 since 2017

RELATÓRIO ÚNICO 2023

151

491 Study grants awarded since 2011

7 The value of the study grant is €3,000 per year and per beneficiary.

This programme is aimed at providing people who are overindebted or at risk of financial difficulties with advice or support to reorganise their finances.

In 2023:

195 Employees made use of DECO's advisory services

Matters addressed included: the impact of the Euribor on mortgage payments; mortgage amortisation; liens; mortgage restructuring; savings investment; digital bank fraud (associated with online shopping); fake credit intermediaries; etc.

An online workshop was held in partnership with DECO, with the participation of Mota-Engil's CEO, Carlos Mota Santos, on the theme of "How to navigate safely in the sea of uncertainty of rising interest rates and persistent inflation", which was attended by a large number of employees.

Financial Consultancy Social Support Fund 1+2 Fund

This is especially intended to help resolve employees' private or family issues that could lead to unexpected privation of income or extra costs that could place the worker or his/her family at risk of insecurity or financial instability. In 2023:

8 Employees supported

167% growth rate

101 Employees supported since 2011

This complements the Social Support Fund aimed at solving emergency situations implying urgent expenditure which an employee is financially unable to meet and places human dignity at risk.

In 2023:

4 Employees supported: 3 in Portugal 1 in Angola

100% growth rate

15 Employees supported since 2018 From various Group companies, such as: ME Malawi, ME Mexico, ME Dominican Republic, ME Ivory Coast, ME Global, ME Engineering and Construction, Suldouro and Vista Waste; among others.

In 2023, eight Conscious Talks were carried out, a cycle of webinars to address useful themes for the Mota-Engil community, seeking to contribute to our employees' quality of life and to promote citizenship, knowledge and awareness so that everyone can act in favour of a better world.

Speakers at the talks included Professor Catarina Botelho from the faculty of law of UCP, Dr. Gustavo Carona, Clara Rodrigues, an Impact evaluator, Professor Manuel Duarte Pinheiro from the Instituto Superior Técnico de Lisboa, the engineer Inês Gomes from Smart Waste Portugal and Professor Luis Rochartre.

The cycle of webinars kicked off on 5 January with the session "Not enough! Human rights in an unequal world". On 23 March, the session "What does it mean to be human?" took place. The session " uestions and myths about impact" took place on 27 April. The "Opportunities and challenges of sustainability in construction according to the LiderA system" session took place on 1 June 2023. The session "Solving the climate crisis: opportunity in the construction industry" took place on 22 June. The Conscious Talks for 2023 ended on 12 October with the session "What are sustainable forests?", with a total of 231 participants in 2023, an average of 39 employees per session.

In addition, and in order to strengthen the role of Mota-Engil's employees as active citizens committed to causes of collective interest, in 2023 a special effort was made to promote corporate volunteering, so that it becomes an integral part of their practices and lifestyle habits. An example of this was the project to install a micro-forest in Porto Alto.

CORPORATE INITIATIVE IN FOCUS

Microforest in Porto Alto

The ecological restoration and natural capital valorisation project consisted of installing a micro-forest, inspired by a combination of styles between the Miyawaki method and ecological restoration techniques based on a Nature-based Solution (NbS). The initiative kicked off in January 2023 with the first volunteer action, followed by four actions in which the planting process continued.

The technical component was carried out by Natural Business Intelligence (NBI), which developed the project for a microforest, defining seven natural habitats to be restored, and by Mota-Engil ATIV, which facilitated procurement and execution, with support on the ground and monitoring of the volunteer actions promoted by the FMAM and carried out by Mota-Engil Group employees.

The site chosen for the project was Mota-Engil's main construction yard, located in Porto Alto, Samora Correia. Of the more than 1,800 plants that were planted, around 75% have survived and are now of a very interesting size. The protective hedge provides a shrub curtain that also has a survival rate of close to 75%.

This adapted Miyawaki microforest project seeks to respond to two crucial natural capital management challenges: (1) revitalising a built-up space, with a commitment to preserving the integrity and natural identity of the site and avoiding any de-characterisation; and (2) enhancing a space adjacent to a large construction yard, showing that these two realities can – and should – coexist.

The main environmental and ecological impacts are direct, given the restoration of a degraded area in a zone of potentially high conservation value, associated with carbon sequestration and the recovery of wetlands. The social impact resulting from the involvement of volunteers from Mota-Engil's different branches was fundamental, as it promoted communication between employees in both the operational and management areas, making a strong contribution to the strategic sustainability goals of the FMAM and Mota-Engil. In the medium and long term, this project is intended to be the "flagship" of Mota-Engil Group's planned transition.

Local community outreach

The Mota-Engil Group supports and takes action within local communities through initiatives developed by local teams and the FMAM.

In keeping with the Group's traditions, Mota-Engil's various local teams develop different types of projects, such as: construction and rehabilitation work; awareness campaigns; and solidarity, volunteering and support actions for local communities. Many of these local initiatives are the result of involvement with partner organisations, including the FMAM.

It should be noted that, without jeopardising the Group's culture of responsibility and the actions implemented by the FMAM, in 2023 the working group dedicated to social responsibility was inactive. However, in 2024, the aim of this working group is to define the Sustainable Development Goals that best represent the work with communities in the various locations where the Mota-Engil Group operates.

As part of Mota-Engil Group's Corporate Social Responsibility and within the framework of the FMAM's statutory objectives, throughout 2023 the FMAM organised community volunteering activities in partnership with the Domus Association and the Just a Change Association, which work to relieve housing poverty in Portugal. The volunteers contributed to two housing poverty projects during five days of corporate volunteering.

CORPORATE INITIATIVE IN FOCUS

Volunteering activities with the DOMUS Humanitarian Association and the Just a Change Association

In 2023, Mota-Engil carried out a volunteer activity with the Domus Association as part of the project "Reconstruir" Rebuild which aimed to contribute to the requalification of an old carpentry workshop and the construction of homes for migrant and Portuguese families in need in Braga. The families in need took an active part in the construction and the costs, giving the volunteers the opportunity to meet two members of two of the families who would be receiving these houses, as well as getting to know their background.

After the volunteers were introduced and the site manager gave a briefing, Mota-Engil's volunteer teams started work, which consisted of producing concrete for the construction of the upper floor slab. The technical component of this project was provided by the Domus Association, with support on the ground and monitoring of the action by the FMAM Volunteer Management team and execution by Mota-Engil Group employees, divided into working groups of 11 people each day.

In the same year, the volunteering action in partnership with the Just a Change Association took place as part of the FMAM programme "One work, one project" Chap. 1.4.3.IV) in Fornos de Algodres – the municipality where the programme is located – which aims to solve social problems in the territories where Mota-Engil develops particularly important projects.

The initiative took place over two days in July 2023 and involved two groups of five employees per day from the companies Mota-Engil Engenharia e Construção and Resiestrela. These employees were part of the Just a Change volunteer teams, having thus contributed to the rehabilitation of three houses belonging to families experiencing housing poverty.

It should be noted that it is to be hoped that these volunteer initiatives and their continuity will promote development, motivation and increased internal communication between the different companies and departments of the Mota-Engil Group.

NEXT STEPS

  • Survey and assessment of the impact of Mota-Engil Group's internal initiatives (2024)
  • Definition of the methodology for calculating and monitoring the strategic Corporate Social Responsibility target (2024)
  • Definition of a social responsibility impact strategy aligned with the SDGs and in line with the needs of the communities (2024)
  • Broadening of the internal audience of the Conscious Talks through a partnership between MEXT and the FMAM (2024)
  • Increased internationalisation of the employee programmes (2024)
  • Definition of impact objectives, by geography, aligned with the SDGs and based on the business context and local communities (2024)

  • Publication of the Mota-Engil Group's Donations Policy compliance), promoting alignment with the SDGs 2024)

  • Approval of the Corporate Volunteering Policy and its implementation at a global level (2024 and 2025)

IV. Manuel António da Mota Foundation

The Manuel António da Mota Foundation (FMAM) is an important instrument of our social responsibility policy, as an organised and structured manifestation of ethical and socially engaged management, on behalf of active and participatory corporate citizenship.

Headquartered in Porto, the Manuel António da Mota Foundation was set up in 2009 and recognised in 2010 by the Portuguese Council of Ministers. Since then, it has been active throughout Portugal and in the countries where the Group is present. Its public utility was declared in 2015 and renewed in 2020. FMAM believes that its approach boosts the capacity of supported institutions to achieve transformative and long-lasting change in the lives of people who benefit from its values and services.

In terms of intervention, FMAM aims, both at the local community and Mota-Engil Group level to position itself as a foundation that contributes to the integrated development of the community.

Watch the Foundation's Institutional ideo FMAM's Official Website FMAM's Facebook FMAM's LinkedIn FMAM's ouTube

It should be noted that the social economy sector - the Foundation's main focus of activity - was severely affected, despite the favourable economic development, jeopardising its financial sustainability. Aware of this context, FMAM kept its intervention path focused on the main projects in which is involved, ensuring its continuity and supporting several institutions that find in the Foundation an interlocutor always available to help support their operational activities and join new initiatives.

In 2023, besides giving continuity to projects previously conducted, it is important to note the execution of the first edition of the Manuel António da Mota Award in Angola.

In 2023:

100 Institutions supported

€7 Amount invested

Manuel António da Mota Award

The Manuel António da Mota Foundation Award is the Foundation's most emblematic and publicised initiative. The purpose of the award is to pay homage to the founder of Mota-Engil, an initiative that distinguishes outstanding organisations every year in the various fields FMAM is active in.

In 2023, at its 14th iteration on the theme of "Portugal Futuro", the Award honoured institutions that stood out in the fight against poverty and social exclusion, migrant and refugee hosting and integration, development of the interior provinces and territorial cohesion, health, education, employment, family support, innovation and social entrepreneurship, digital and technological inclusion and transition, and climate transition.

Around 312 projects were submitted to the competition in the areas mentioned above, from non-profit institutions, in particular private social solidarity institutions, foundations, associations, non-governmental organisations and public entities.

The Award, which is worth €50,000, was awarded to the Congregation Irmãs Hospitaleiras do Sagrado Coração de Jesus, with the project "Sempre em Mente", consisting of in-home care services, in which a multidisciplinary team travels to the house of dementia patients and supports both the patient and the caregiver. This Private Social Solidarity Institution (IPSS), founded in 1901 and based in Lisbon, aims to prevent, promote and protect health by providing preventive and curative healthcare in the areas of psychiatry and mental health, physical rehabilitation and palliative care, so as to avoid or delay the institutionalisation of people.

In 2nd place, worth €25,000, was IDIS – Institute for Development and Social Inclusion, with the project "Jovens à Obra". In 3rd place, worth €10,000, were, together for the first time, three institutions: APELA - Portuguese Amyotrophic Lateral Sclerosis Association, Vale do Homem Social Center and Qualificar para Incluir - Social Solidarity Association.

Honourable mentions, worth €5,000 each, were awarded to the remaining five institutions: ARCIL – Lousã Association for the Recovery of Maladjusted Citizens, Social and Cultural Centre of S. Pedro de Bairro, Mundo a Sorrir, Local Health Unit of Baixo Alentejo and Vida Norte.

The award ceremony was held on 26 November at the Alfândega do Porto Conference Centre in the presence of the Prime Minister, António Costa, the President of the Board of Curators, Maria Manuela Eanes, the Chairman of the Board of Directors of FMAM, and Maria Manuela Mota, the Chairman of the Board of Directors of Mota-Engil SGPS, Carlos Mota Santos, and also of the guest speaker, Manuel Carvalho da Silva, President of CoLABOR, among hundreds of guests.

For the 14th consecutive year, FMAM maintained a communication partnership with TSF – Rádio Notícias to publicise the Award and associated initiatives on the radio.

In 2023: Since 2011:
10 Winners 140 Winners
310 Applications 2,879 Applications
€13
in prizes
€1,580 M in prizes

Watch the Video of the Manuel António da Mota Award Ceremony and the presentation of the finalist projects.

Local communities

Social development

Social development is the key pillar of FMAM's activities and its main strategic goal.

FMAM's social investment in the community prioritises action in favour of vulnerable and disadvantaged social groups and pays special attention to emerging situations. FMAM seeks, through its charitable work, to fight poverty and exclusion and promote social integration and full citizenship. Through the programmes and assistance provided in the areas of social solidarity, disability, health, housing and sports, among others, the Foundation thereby seeks to contribute to the strengthening and sustainability of the third sector, supporting projects of renowned social relevance and impact.

In 2023, in addition to the support granted to several third sector organisations, FMAM continued the projects developed in partnership. In the area of housing, it continued the projects "Porto Amigo" and "Uma Obra Um Projeto".

As part of "Porto Amigo", a collaboration protocol was established between FMAM, Porto City Council (C.M.Porto), the "Just a Change" Association and the Porto Social Action Group (G.A.S. Porto) The interventions were financed by FMAM and Porto City Council, the latter being also responsible for registering cases. "Just a Change" was responsible for conducting intervention works, with the help of university volunteers. G.A.S. Porto assumed, through volunteer work, ongoing psychosocial support for beneficiaries, as well as other kinds of support, to complement housing rehabilitation.

With regard to the project "Uma Obra Um Projeto", following a major investment from Mota-Engil, in the district of Guarda, the Foundation continued its work in 2023 by renewing the collaboration protocol with the Fornos de Algodres City Council and "Just a Change". In these interventions, in addition to the positive impact on the most basic needs, there was also a strong focus on energy efficiency.

As part of the protocol established with Associação Humanitária Domus8 , an NGO whose fundamental principle is to promote initiatives in the field of social solidarity, with the particular aim of helping to eliminate housing degradation and supporting needy families in obtaining adequate and decent housing, through its construction or recovery, in 2023 the partnership for the impact of Portugal Social Innovation continued, with the Foundation being the social investor in the "Reconstruir" Project promoted by this Association. https://www.fmam.pt/project/habitat-for-humanity/The operation formally began in January 2022, with the acquisition of the land and the drawing up of the architectural project. This property, with an area of 540 square metres, has been divided into six fractions, bringing together refugee families and Portuguese families in a space where the values of sharing and community will prevail.

In 2023, as a result of the collaboration protocol between FMAM, the Montepio Foundation and the company Mobilidade Positiva - which specialises in designing and studying solutions for people with disabilities and limited mobility - the "Mobilidade Integrada" project was also continued.

8 Non-governmental organisation.

"Porto Amigo" "Uma Obra Um Projeto" "Projeto Reconstruir" "Mobilidade Integrada"
Providing decent housing for the
aged living in poverty in Porto.
Promoting social initiatives in
Mota-Egil Engineering and
Construction's major
undertakings, due to their
economic, social and
environmental impacts.
It is aimed at sustainably
mitigating the social problem of
poor housing for migrant families
and refugees living in Portugal. It
is based on 3 pillars:
1)
Low-cost construction;
2)
Family accountability;
3)
Neighbourhood relations.
The aim is to respond to requests
for support from disabled citizens
or temporarily incapacitated
citizens that are in a situation of
economic hardship, helping to
finance part or all of the purchase
of technical aids/support
products.
In 2023: In 2023: In 2023: In 2023:
11 Rehabilitated homes for senior
citizens
17 People benefitted
380 Volunteers
3 Rehabilitated family homes
6 People benefitted
22 National volunteers
36 114 € Amount invested
4 Refugee and migrant families
from Syria, Cameroon and the
People's Republic of Congo were
supported
732 Volunteers, of which:
295 International volunteers
239 National volunteers
198 School and corporate
volunteers (including from
Mota-Engil)
2 Supported cases that consisted
of adapting the bathroom and
installing a ramp to access the
house, making it easier for
wheelchair users to get around.

In the area of health, in 2023 FMAM maintained the protocols established with the Portuguese League Against Cancer, the Núcleo Regional do Norte-IPO do Porto and the Núcleo Regional do Centro-IPO de Coimbra. The aim of these protocols is to provide social support services for cancer patients hospitalised at a palliative care unit and their families, in particular those arising from situations of socio-economic and psychosocial deprivation that could worsen well-being and quality of life, jeopardise the efficiency of clinical care or contribute to isolation or social exclusion.

It is also important to note that, in solidarity with refugees from the war in Ukraine, the Foundation, in partnership with Mota-Engil Central Europe, renewed in 2023 the award of 10 grants to Ukrainian students from the Department of Engineering at the Polytechnic University of Krakow (Poland).

Find out more about the projects and support provided in the area of social development.

Education

The Foundation promotes support for the education, training and qualification of young people and adults, particularly among the most disadvantaged groups, enhancing human potential and promoting social and professional integration.

It designs education projects in partnership with other organisations. It also provides support to institutions that work in favour of educational development and contribute to enhancing human potential.

In the area of education, FMAM maintained the protocols established with the University of Évora and with the Association for Second Chance Education in Matosinhos, with the aim of supporting students with proven economic difficulties, thus trying to prevent them from dropping out of school.

RELATÓRIO ÚNICO 2023

Find out more about our projects in the field of education.

Culture

FMAM seeks to support institutions and initiatives that bridge the gap between citizens and culture, as well as disseminate and support the work of young artists who enrich the national cultural scene.

FMAM's material culture strategy also involves the use of its spaces and the areas surrounding its location as the preferred venues for cultural initiatives.

Apart from its own activities, FMAM regularly welcomes to its premises (free of charge) civil society and third-sector organisations, which due to insufficient material or financial resources express the wish to hold their meetings, working sessions, training or other activities at its facilities.

At its Exhibition Hall, FMAM offers free access to several exhibitions held throughout the year, such as the Collective Exhibition of Árvore Members and the Exhibition of Former Students and Teachers of the António Arroio and Soares dos Reis Schools of Decorative Arts, among others.

In 2023, FMAM maintained its support for the International Santa Cecília Competition (its 25th iteration) in which dozens of competitors from various countries took part.

The Foundation's Senior Choir, currently made up of over forty members, continued the cycle of performances, which began in 2022, in the bandstands of the city of Porto, called "Música no Coreto", in partnership with Ágora Porto E.M. The performances took place in the bandstands of the Passeio Alegre, Arca d'Água, Cordoaria and São Lázaro gardens.

Find out more about our projects in the area of culture.

International

The Foundation supports and develops social responsibility projects at international level in the countries where we are present.

On the African continent, with the "Mota-Engil African Initiatives" programme, we design and implement, in partnership, social responsibility projects at the service of communities and that meet their fundamental needs and aspirations. In this context, it is important to highlight the 1st edition of the "Manuel António da Mota Award – A life in Angola", honouring social solidarity institutions with recognised work in the areas of health and education in Angola.

CORPORATE INITIATIVE IN FOCUS

Manuel António da Mota Award – A life in Angola

This award was established in 2019, to honour social solidarity institutions with recognized work in the areas of health and education in Angola. Due to the COVID-19 pandemic, the launch of the 1st edition of this Award was postponed until December 2023, date on which it was possible to grant the awards relating to previous years.

The "Manuel António Mota Award, a life in Angola" ceremony was attended by the First Lady of Angola, Ana Dias Lourenço, João Gomes Cravinho, Minister of Foreign Affairs of Portugal, Manuel Mota, vice-president of the Mota-Engil Group and CEO of Mota-Engil Africa, diplomatic corps accredited in Angola and members of the Executive, among other guests.

A total of 150 million kwanzas was awarded as prizes, with 50 million going to each of the three winning institutions.

The prize for the year 2020 was awarded to the Congregation of the Sisters of Mary Immaculate – Cabinda, which cares for children of HIV-positive parents who were born free of the HIV/AIDS virus. The 2021 prize was awarded to the Happiness in Pain Association – FENADOR, which aims to promote the social inclusion and dignity of disabled people in Angola. The prize for 2022 was awarded to the Association of Professionals and Friends for Combating Poverty - APACP for its "Force of Will" programme.

RELATÓRIO ÚNICO 2023

Find out more about our international initiatives.

NEXT STEPS

  • Growth of international programmes
  • Increased focus on social innovation programmes
  • More comprehensive impact assessment of FMAM programmes

1.4.4 Governance information

I. Business conduct

Business ethics and integrity

GRI 3-3, 2-23, 2-24, 2-26, 205-2, 205-3, 206-1 ESRS GOV-1, MDR-A, MDR-M, S1-3, S2-3, S3-3, S4-3, G1-1, G1-3, G1-4

Mota-Engil is committed to conducting its business and to developing commercial relations with its counterparts with integrity and professionalism, in a fair and honest manner, complying with applicable legislation and responding to its commitments to its stakeholders.

Its history of defending the integrity and awareness of the Group's role in improving the conditions in the community's where it operates coincides temporally with Mota-Engil's 77-year history.

This challenge of integrity and ethics is even greater as the Group operates in multiple businesses, geographies and cultures and has a large number of employees, partners, suppliers, public and private clients, shareholders and other interlocutors.

Documentos estruturantes

Aware of its social role, Mota-Engil Group has been continually developing its Integrity and Compliance Programme, which is built upon the Code of Business Ethics and Conduct and structured on the Transversal Policies and Procedures, an enhanced governance model and a programme of continual improvement and training/awareness that covers our employees and stakeholders.

The aims of the Integrity and Compliance Programme are as follows:

  • To comply with the obligations established by laws, rules and regulations;
  • To prevent financial and reputational damage to Mota-Engil;
  • To identify problems at an early stage;
  • To detect illegalities in other organisations;
  • To enhance the company's reputation;
  • To raise employees' awareness;
  • To develop greater trust among Mota-Engil's stakeholders.

In 2023, the Integrity and Compliance Programme was reviewed, which extended to an in-depth revision of the Code of Ethics and Business Conduct (see inset), the establishment of a Reporting of Irregularities and Non-Retaliation Policy see "Reporting Irregularities" section) and the updating of the donations procedure.

CORPORATE INITIATIVE IN FOCUS

Review of the Code of Business Ethics and Conduct

The Code of Business Ethics and Conduct aims to establish the basis for responsible behaviour, duties and general rules of business ethics and conduct that should govern the behaviour of all employees, Group managers and other stakeholders.

It provides an overview of Mota-Engil Group's key business values and applies to all employees, directors, consultants, contractors, subcontractors, and subsidiaries around the world. It summarises some of the Group's most important principles and policies and must be interpreted in conjunction with local laws and regulations.

Considering that the Code frames the Group's business culture, it was revised in 2023 to make it easier to read and to align it with the structure of Mota-Engil's Programme. It should be noted that a leaflet containing the Code was handed out to employees at the Christmas lunch in Portugal to reinforce its communication.

Therefore, the Group challenges its internal and external stakeholders to adopt impeccable and sustainable behaviour to comply fully with its rules and the most demanding legal and ethical framework in each market it operates in.

It seeks to go beyond legal compliance, adhering to rules, regulations, and best practices, nationally and internationally, and acting with a sense of responsibility and business ethics based on the values of integrity, social responsibility, and sustainability.

INTERNAL RULES

The Group regularly identifies, analyses, and assesses the risks to which it is exposed, and this process forms the basis for updating the Action Plan for implementing measures and controls that effectively mitigate these risks. The set of measures and controls to prevent, monitor and remedy risks is also included in Mota-Engil's Integrity and Compliance Programme.

The Board of Directors, Executive Committee and senior and operating managers work together to guide and support their teams in safeguarding the Group's good name and reputation. It should be noted that, since 2018, Mota-Engil has a Chief Compliance Officer (CCO) who answers to the Executive Committee. The CCO also reports to an independent director who is responsible for validating all procedures applicable to the compliance system and all future changes that may be proposed, which must always be approved by the Board of Directors.

To ensure the Integrity and Compliance Programme is effective, communication, training and awareness are essential. Therefore, the Group sets out an annual training and awareness plan whose aims are to train its employees on the content and practical aspects of the Integrity and Compliance Programme, as well as providing information about expected behaviours when employees are faced with certain scenarios and to equip them with tools to deal with these situations ethically and responsibly.

RELATÓRIO ÚNICO 2023

Find out more at Integrity and Compliance Programme

.

Prevention of corruption, bribery, money laundering and terrorism financing

The Group has an Anti-Corruption, Bribery and Prevention of Money Laundering and Terrorism Financing Policy (available on the Mota-Engil intranet). This policy has zero tolerance towards acts of corruption, bribery, money laundering and terrorism financing. Such acts are forbidden, in any form and in any part of the world, whether carried out directly or through third parties. Offering or accepting bribery of any kind is unacceptable anywhere that the Group operates, and severe consequences exist for those who engage in such actions.

The Group's commitment is reflected in the policy's aims: a) to define the Group's responsibilities and that of those who work for the organisation in observing and defending our position against corruption, bribery, money laundering and terrorism financing; b) to ensure compliance with anticorruption, bribery, money laundering and terrorism financing laws in any country where it may do business; and c) to provide information and guidance on how to recognise and deal with issues of corruption, bribery, money laundering and terrorism financing.

The Compliance Department is responsible for implementing and monitoring the use of this Policy, and therefore any concerns and doubts should be addressed to it via the Compliance Support Hotline or by contacting the Legal Department. The Group provides continual training in the aim of affording resources to aid understanding of the policy and implementation strategies.

It should be noted that Mota-Engil has a Plan to Prevent Corruption Risks and Related Offences in response to Decree Law No. 109-E/2021 of 9 December, which created the National Anti-Corruption Mechanism and established the general corruption prevention regime, and sets out the content and reach of the plan to prevent corruption risks and related offences. This plan aims to identify the main corruption risks and related offences as well as the measures adopted or to be implemented to prevent their occurrence, which the Executive Committee is responsible for drawing up and monitoring. In total, 11 potential corruption and bribery events were identified, with a risk level between low and medium, and for which mitigation measures were defined – such as awareness and training actions, review of procedures, etc. It should be noted that in 2023 the Corruption Prevention Plan was verified and updated, and the plan's implementation report was written.

Communication 2023 2022 2021
of Anti
Corruption
Policies –
Employees
No. of
employees
who were
notified
Total no. of
employees
% No. of
employees
who were
notified
Total no. of
employees
% No. of
employees
who were
notified
Total no. of
employees
%
Total 2,026 53,340 4% 5,458 44,037 12% 9,222 38,574 24%
Communication 2023 2022 2021
of the Anti
No. of
Corruption
partners
Policies –
who were
Business
notified
partners
Total no.
of
partners
% No. of
partners who
were notified
Total no. of
partners
% No. of
employees
who were
notified
Total no. of
employees
%
Suppliers 1,245 1,479 84 828 1,370 60 686 1,119 61
Trade
receivables
38 84 45 14 74 19 5 12 42
Partners 31 35 89 22 69 32 7 31 23
Total 1,314 1,598 82 864 1,513 57 698 1,162 60

Note: Refer to the GRI Content Index for information on the methodology used to calculate the GRI 205-2 indicator.

In 2023, four incidents of corruption were identified that are still under analysis and therefore no conclusion should yet be drawn. Of these, two relate to potential conflicts of interest in the hiring of employees and/or third parties. Another case has to do with the use of the company's transport for personal ends and, lastly, the final case relates to an alleged lack of compliance by employees with regard to the overcharging of Mota-Engil Group by contractors.

Confirmed cases of corruption and measures taken 2023 2022 2021
Total number of incidents of corruption confirmed 4 4 5
Total number of incidents confirmed in which workers were dismissed or
subject to disciplinary proceedings due to corruption
0 3 5
Total number of confirmed incidents of resolution or non-renewal of
contracts with business partners due to infringement caused by corruption
0 0 0

Note: Confirmation of this data followed the submission, analysis and investigation of reports received via our Ethics Hotline. Its handling was carried out under the "Procedure for Reporting Irregularities" by the Risk and Audit Committee via the Internal Audit team, delegated by the Statutory Audit Board.

Fair competition

Since 2021, the Mota-Engil Group has had a Fair Competition Policy (available in the Mota-Engil intranet) which reflects the policy of zero tolerance towards anti-competitive practices and bans them in all forms, whether direct or through third parties, anywhere in the world. This policy reflects the Group's continual commitment to combat any anti-competitive practices and its responsibility to the markets where it operates and has the following aims:

  • To define the Group's responsibilities and those of its employees, in observing and defending fair competition, acting fairly towards clients, suppliers, competitors, Group employees and other stakeholders;
  • To ensure compliance with the applicable competition laws in any country where it does business; and
  • To foster a culture of compliance with competition laws, providing information and guidance on how to recognise and deal with types of conduct and situations that may represent anti-competitive practices.

It should be noted that Mota-Engil bans activities related to cartels and other types of collusion, namely behaviours that aim to or can be interpreted as restricting or limiting competition. It is also forbidden, without grounds, to enter into agreements with other companies to not hire certain applicants or coordinate remuneration policies, just as it is forbidden to use participation in events organised by industrial or trade associations and related contacts for anti-competitive purposes.

2023
Total no. of lawsuits pending or that have already received a court verdict,
and which concern the organisation
0

Note: The GRI 206-1 indicator was reported on for the first time in 2023 after the insertion of the material subject "Anti-competitive behaviour", which explains why no historical data is included..

Management of conflicts of interest

Mota-Engil Group's Code of Business Ethics and Conduct characterises the situations in which a conflict of interests might arise and defines employees' responsibility to act in the Group's best interests and not in a way that clashes with them. Situations that may potentially generate conflicts of interest must be reported to the Group Ethics Hotline or the Compliance Support Hotline.

In addition, a "Conflict of Interests Procedure" available on the Group's intranet) was approved in 2021 that establishes a process of dissemination, assessment, and prevention of real, potential, or apparent conflicts of interest. This sets out that Mota-Engil employees must avoid ethical, legal, financial and personal relationships or other conflicts of interest and ensure that their activities and interests do not conflict with their obligations towards the Group; the action that must be taken by an employee when they cannot avoid a conflict of interests is to make it known; the action of making it known must occur as soon as the employee identifies the potential existence of a conflict of interests and, whenever possible, before becoming involved in the conduct in question.

Mota-Engil believes that transparency is key to protecting the integrity and reputation of the company and the employee. Therefore, the employee should report any type of conflict of interests to their direct superior and send the Declaration of Interests form (DCI) to the Compliance Dept., or use the Compliance Support Hotline to register said occurrence. In the event that the conflict of interests relates to a member of the board of directors of the company or a Group company, the latter must inform the board of directors of the company or Group company and await the decision without involvement in the assessment and deliberation process.

After identifying the risks of conflicts of interests, these should be eliminated or mitigated and, after careful assessment of each case, the Compliance Dept. should consult legal services, human resources, or other support functions to determine the appropriate corrective or disciplinary action.

In line with the Conflict of Interests Procedure, Mota-Engil's Ethics Hotline must also be used to report conflicts of interest noticed by other employees, as well as to report unfair treatment or retaliation.

Transactions with Related Parties

Mota-Engil is aware that relations with related parties may harm companies and their shareholders given that they can provide the related party with the opportunity to appropriate some of a company's value.

In the Group's Transactions with Related Parties Policy (available on the Mota-Engil intranet), the procedural matters that must be considered as a necessary safeguard for adequate protection of the interests of the company and shareholders that are not related parties are described whenever there are transactions between the related parties and the Group, or any other person that might benefit a related party.

The policy contains provisions designed to hinder (i) these related parties from taking advantage of their position when involved in transactions with the Group and (ii) any perception of what they might have done.

There may be a need to communicate transactions with related parties to the market, under the reporting duties that open societies are subject to, namely: the provision of information on the main relevant transactions with related parties, namely with regard to the amount of said transactions; the nature of the relevant relationship and other information necessary to understand the financial position of the issuer if these transactions are relevant and have not been concluded under normal market conditions.

The policy also establishes that, even in cases where it is not obligatory under the law, formal approval by the board of directors should be obtained for transactions with related parties above the amounts defined (even under normal market conditions), after obtaining a favourable opinion from the Audit Board.

Reporting of irregularities

Within the context of reporting irregularities, in 2023 Mota-Engil created a Reporting of Irregularities and Non-Retaliation Policy.

The Group has a specific independent channel for whistleblowing and reporting of irregularities that ensures anonymity, confidentiality and non-retaliation, responding to Law No. 93/2021 of 20 December which establishes the general regime for protection of whistleblowers.

Through this mechanism, employees, clients, suppliers, and other Group stakeholders can voluntarily report irregularities. The online whistleblowing platform is available in various languages, allowing violations of the Code of Business Ethics and Conduct, financial and accounting fraud, breaches of the Law to Prevent Money Laundering and Combat Terrorism Financing, human rights, etc., to be reported.

See our online whistleblowing and reporting of irregularities platform

In situations in which the local legislation determines the existence of reporting channels with local domains, the automatic and simultaneous forwarding of communications to the Ethics channel of the Group is ensured whenever legally possible.

Since 2019, employees have taken online training via the Success Factors portal set up under the Compliance Programme, which includes a module on whistleblowing and reporting mechanisms.

In 2023, the Top 5 whistleblowing categories, received via the ethics channel, included: 1. Irregular behaviour by employees; 2. Harassment; 3. Discrimination; 4. Breach of environmental rules; 5. Theft or incorrect use of Group assets.

Of a total of 279 whistleblowing reports received in 2023, 61% were unsubstantiated. If a whistleblowing report is declared to have grounds after investigation, the necessary corrective and/or disciplinary action is taken.

Reporting of irregularities 2023 2022 2021
Total no. of whistleblowing reports received 279 2239 10010

Reporting of irregularities

It should be noted that training was conducted in 2023 on the theme of "Reporting of misconduct", which involved 2,852 employees and lasted for 713 hours.

Human rights

GRI 3-3, 2-23, 2-24, 308-1, 308-2, 406-1, 407-1, 408-1, 409-1, 411-1, 414-1 e 414-2 ESRS SMB-2, SBM-3, MDR-A, MDR-M, S1-1, S1-17, S2-1, S3-1, S4-1

Mota-Engil is continually working to respect and foster human rights in the various cultural, socio-economic, and geographic contexts where it operates, repudiating any actions that diminish human dignity.

The Group's policies and practices align with the CEO Guide to Human Rights issued by the Business Council for Sustainable Development (BCSD) Portugal, of which it has been a signatory since 2019.

Respect for human rights is enshrined in the Code of Business Ethics and Conduct. It should be noted that Mota-Engil Group has a policy of zero tolerance towards modern slavery, child labour, human trafficking, and unfair discrimination. It is committed to fostering a workplace free of harassment, discrimination, and intimidation where all employees can work together openly, confidently, and respectful of differences. It also defines a commitment to promote health and safety (Chapter 1.4.3.I), diversity, inclusion, and equality (Chapter. 1.4.3.II), labour rights and working conditions (Chapter. 1.4.3.II) and to safeguard personal data and privacy and the environment (Chapter. 1.4.2).

Overall, the Group follows the "OECD Guidelines for Multinational Enterprises" and the "OECD Due Diligence Guidance for Responsible Business Conduct". This responsibility and commitment are extended to the Group's practices on labour issues, investment policy, supply chain management, etc. It is of note that in 2023 the Group began work on developing a Human Rights Policy for Mota-Engil Group which will be completed by 2024. The drafting of the policy will have the support of an external organisation in the process of reflecting on the current and future context of Mota-Engil, in the identification and need to realign the guidelines already implemented in the Group and in the consultation of various stakeholders (internal and external) in order to bring about greater inclusion of action perspectives. Following its publication, internal (all Group companies) and external (value chain) communication is planned, reinforced by training and awareness-raising campaigns aimed at informing all stakeholders clearly of the Group's guidelines and commitments in this area.

9 This includes 79 irregularities reported via the Group's main line and 144 via the markets' reporting channels.

10 This includes 48 irregularities reported via the Group's main line and 52 via the markets' reporting channels.

It should be noted that contracting or partnering with companies where breaches of human rights have occurred is prohibited. These obstructions are included in our contracts and, under the Third-Party Procedure, the guiding principles for undertaking due diligence (DD) on counterparties with which we establish business relations (such as clients, suppliers – including subcontractors – and business partners) have been set out since 2019. Partners who have a medium or high risk assessment are subject to enhanced due diligence, an in-depth investigative process that gathers detailed data on integrity and advanced verification of prior behaviour about any organisation. This process is begun for partners with a medium or high risk assessment. Enhanced due diligence may consist of the following actions:

  • A second screening report on the partner, its shareholders, the effective beneficiaries and members of the management;
  • Additional data gathering via a second questionnaire sent to the partner;
  • Additional data gathering via interviews of the partner's representatives;
  • Investigation of the partner by a service provider external to Mota-Engil.

The criteria used to select counterparties are as follows:

  • a) Potential private clients, infrastructure projects, with contracts worth €5 million or more or the equivalent in other currencies;
  • b) Other potential private clients with contracts worth €500,000 or more or the equivalent in other currencies;
  • c) Potential clients by sales of inventories or fixed assets belonging to Mota-Engil Group and whose sales value is worth €10,000 or more or the equivalent in other currencies;
  • d) All potential consortium partners, joint ventures, special purpose vehicles or other forms of association;
  • e) A new commercial relationship with a supplier whenever: it is estimated to have a cumulative annual value of €100,000 or more, or the equivalent in other currencies; the contract is intended for consultancy or agency services or for the payment of commissions of any amount.

Under the process to assess the risk of our business partners – applicable to entities selected according to the criteria listed above – scrutiny is given to incidents/records of sanctions, exclusions and sentences, and also negative press of entities and people, which are checked for the following things: human trafficking; workplace discrimination or abuse; occupational health and safety; child labour; forced or slave labour; gender equality; LGBTQIA+ rights; racism; environmental malpractice; etc.

It should also be noted that the Third Party Procedure is being revised in conjunction with the Group's Procurement area, with a view to strengthening the screening and selection dimensions, with special emphasis on the analysis of the three ESG aspects that will now be analysed systematically in the DD processes, through the use of a new platform.

Subject to enhanced DD:

2023 2022
Enhanced DD 225 200
Total assessed counterparties 1,125 851
% of the total 20% 24%

Nota: The data reported are taken from the third-party assessment tool which is used across the entire Mota-Engil Group.

In addition, a total of 1,943 hours of training was given to employees on human rights policies and procedures. It should be mentioned that training was given on other themes (not included in this number) that also fall within the scope of promoting human rights, such as occupational health and safety, environment, etc. (Chapter 1.4.3.II).

It should be noted that the Group's whistleblowing and reporting of irregularities channel can be used for reporting breaches of human rights caused by Mota-Engil itself or to which it has contributed through its operations and commercial relations "Reporting of irregularities" section).

In 2023, via the Ethics Hotline, no cases of operations and suppliers with significant risk of incidents of child labour, slave or forced labour, and breaches of human rights of native peoples were reported.

Prominent risks identified by the Group in matters of human rights include harassment and discrimination, in particular within the activities of Engineering and Construction. This resulted from:

  • The Group's exposure to incidents related to harassment and discrimination, either due to the nature of its activity or the Group's multicultural composition;
  • The importance of employee inclusiveness and diversity;
  • The fostering of a sense of belonging, commitment, and increased productivity.

Mota-Engil Group has a Harassment and Discrimination Policy (available om the Mota-Engil intranet) which aims to foster a working environment free from harassment, discrimination, and intimidation where all employees can work together with honesty, trust, and respect for differences. All forms of harassment and discrimination may constitute misconduct, providing the grounds for disciplinary action, including termination of employment. The aims of this policy are as follows:

  • To raise employee awareness that behaviours which may create a hostile, discriminatory or intimidating environment will not be tolerated and that they are grounds for disciplinary action;
  • To define the concepts of harassment and discrimination and catalogue some behaviours that represent harassment and/or discrimination;
  • To define the responsibilities of the different players in the fight against harassment and discrimination;
  • To disseminate the existence and working of the mechanisms to resolve incidents of harassment and discrimination.

The Group's actions have focused on the communication and implementation of this. The role of the Discrimination and Harassment Counsel (DHC) – performed by the heads of Human Resources – in the Group's various companies has been defined and, amongst other things, is responsible for providing assistance to allow any employee who is a victim of discrimination and/or harassment to talk openly, honestly and safely with the offending person. It should be mentioned that when a project is physically and or organisationally distant from the Group's central offices, the head of SHE for this project shall act as the DHC's representative for the employees working there.

The Group has a Harassment and Discrimination Committee, set up to deal with all of the complaints received via the Formal Complaints Mechanism, and an Incident Resolution Mechanism (IRM) stipulated in the Policy, which provides the informal and formal means for employees to resolve their concerns and complaints. To that end, a platform exists to support reporting and managing cases dealt with by the DHC via the IRM.

With regard to incidents of discrimination and corrective measures taken, there was an increase in the number of cases compared to 2022. The 23 reports received in 2023 relate to:

  • 9 cases of discrimination
  • 14 cases of harassment

The cases identified and concluded in 2023 reveal that two led to corrective measures and the rest were deemed inadmissible either due to a lack of evidence or lack of grounds.

Incidents of discrimination 2023 2022 2021
Total no. of incidents of discrimination during the reporting period 23 5 7
No. of remediation plans implemented 2 0 1
Total no. of cases analysed
by the organisation
according to the current
circumstances and actions
taken
No. of remediation plans implemented with the
respective results analysed through regular review
and management processes
0 0 0
No. of incidents resolved 11 5 6
Total no. of incidents analysed 23 5 7

NEXT STEPS

  • Definition and implementation of a plan to improve the Group's anti-corruption system by assessing anti-bribery practices in light of ISO 37001 (2024)
  • Revision of the Plan to Prevent Corruption Risks and Related Offences (2024)
  • Revision of the document that summarises the Integrity and Compliance Programme to use it as a tool for raising awareness and communication and the extensive revision of the policies and procedures relating to it (2024)

  • Updating and republication of the Group's Donation and Third-Party Procedures (2024)

  • Development and publication of the Group's Human Rights Policy 2024)
  • Revision and updating of all of the Group's Compliance Procedures and Policies 2024)

II. Supply chain management

GRI 3-3, 2-6, 201-1, 204-1, 308-1, 308-2, 408-1, 409-1, 411-1, 414-1, 414-2 ESRS MDR-A, MDR-M, G1-2

Representing one of our strategic focuses, managing the supplier chain takes priority through an on-going commitment to making processes more efficient and to consolidate their integration level into other areas and functional processes.

Procurement & Logistics is currently subject to a governance model based on a global services structure, with the aggregation of corporate functions with a view to ensuring standardised policies and cross-cutting processes, synergy with other functional areas and local services and monitoring the performance, efficiency and profitability of the Group's markets business areas.

Mota-Engil currently has a broad network of local and international suppliers. In 2023, purchase orders were placed with 14 674 suppliers11 in 61 countries.

In the Engineering & Construction (E&C) business, for example, the Group concentrates and consolidates its strategic supply points for goods and services to the various markets in Portugal and China, guaranteeing a uniform support structure for the business areas.

11 Suppliers with a purchase order registered on SAP, excluding intra-group suppliers.

In 2023, 2,362 million were spent on supplies and services12, which represents an increase of 41% over the previous year - an increase that confirms the trend seen in previous years. The magnitude of this figure reflects the relevance of the impacts economic, but also social and environmental - inherent in the Group's procurement decisions, and reinforces the vital nature of its supply chain, in order to ensure the long-term sustainability of Mota-Engil's business.

Costs associated wit supplies and ser ices €

Note 1: Refer to the GRI Content Index for information on the methodology used to calculate the GRI 201-1 indicator.

This year is marked by the definition and implementation of a Procurement and Logistics Policy – "Organisation and Management Principles" –, through the definition of guiding principles for the management and organisation of Procurement and Logistics activities.

12 Supplies and services with associated purchase orders.

On this basis, one of the strategic commitments established for three regions of the E&C business unit was to increase the volume of local purchases by 4% compared to the same period in the previous year – which was exceeded – which reinforces our strategy and policy of promoting and developing the communities in which we operate. It should be noted that around 88.1%of the volume of purchases was made from local suppliers13. This resulted in an increase of more than 6.1% compared to the same period of the previous year. This initiative was monitored centrally and always with the accompaniment and training of local markets, reinforcing their autonomy to supply themselves.

ocal purc ase orders €

Note: Refer to the GRI Content Index for information on the methodology used to calculate the GRI 204-1 indicator.

It wasimplemented the Strategic Sourcing Model in 2023, with the negotiation and or direct intervention by the Group's central Procurement and Logistics teams, boosting the efficiency of negotiations and, consequently, an increase in savings.

13 "Local" expenditure means any purchase made in the country in which the material and/or service is applied and/or incorporated into projects in that country. Corresponds to the value of purchase orders placed with local suppliers in relation to the total value of purchase orders in the Engineering and Construction business area. For more information on the consolidation perimeter of this information see GRI Content Index, indicator 204-1.

CORPORATE INITIATIVE IN FOCUS

Implementation of the Strategic Sourcing Model

Mota-Engil, committed to operational excellence and sustainability, implemented the Strategic Sourcing Model in 2023- an innovative approach to purchasing management that aims to increase the efficiency of negotiations, maximising gains and savings, and integrating ethical, social and environmental requirements into Supplier Qualification and Assessment process. The Strategic Sourcing Model adopts a proactive approach, professionalising the purchasing function with a specialised focus on negotiation and contract management, with a view to improving the performance of suppliers and service providers and developing partnership relationships.

The model was first implemented in the three regions in the E&C business unit, with subsequent expansion to other units, namely the Environment unit. Savings of approximately 8.5% were recorded, demonstrating the effectiveness of this approach in optimising costs and strengthening the supplier base.

This initiative seeks to achieve a more transparent management, with an enhanced visibility of expenditure throughout the Group, contributing to the minimisation of exposure to financial risks in major purchases. We aim to enhance favourable payment conditions by optimising the cash flow and ensuring a more efficient financial management.

It should be noted that in 2023 some operational teams were merged, namely MEEC, MEECA and ME ATIV, optimising structural costs by approximately 6% and promoting the standardisation and systematisation of the process.

Risk management in the supplier chain

With regard to risk management in the supplier chain, we continue to strengthen the partnership between the corporate areas of Procurement, Compliance, Sustainability and SHEQ, in order to align some of the fundamental principles, guidelines and criteria defined. With the main aim of aligning, consolidating and making more reliable the support information that enables monitoring and proactive risk management, in order to contribute to a sustained improvement in the company's performance, the Internal Audits of the Procurement & Logistics process were doubled, extending them to the three regions of the E&C and Environment business unit.

Also in this context, the Supplier Management Procedure was revised, focusing on the 1st stage of Supplier Selection. This initiative is being developed with the support of a new digital platform, which makes it possible to obtain structured information on ESG risks, integrity and the supplier's financial situation. Next year, Mota-Engil aims to operationalise this procedure across the board in the three regions of the E&C business area, with a special focus on suppliers of strategic sources14 .

It should be noted that work is underway to implement the 2nd stage of this procedure, which consists of evaluating suppliers during the purchase analysis and decision phase, in order to incorporate information on the supplier's ESG assessment, obtained when the supplier was selected, into the decision criteria.

As a result of the implementation of the 1st and 2nd stages, a new stage will be developed consisting of performance assessment through criteria and weightings to assess and monitor the satisfaction and performance of supplies.

It should be noted that we do business with companies and individuals in accordance with our Third-Party Procedure (KYS – Know our Supplier), supported by the Group's tool for assessing integrity Chap. 1.4.4.I) – Diligent Third Party, making our Code of Ethics and Business Conduct known, as well as sharing Compliance and Integrity standards with third parties for whom there are no reports of human rights violations.

14 Strategic source suppliers are those that provide materials, products or services, identified within the Organization as "Core Categories" and/or "Strategic Trading", and which leverage economies of scale and allow for the diversification of funding sources, reinforcing the Group's Strategy.

NEXT STEPS

Supplier Management Procedure

  • Operationalisation of the first stage of the Supplier Management Procedure Supplier Selection (2024)
  • Validation and testing of the solution for the second stage of the procedure Purchasing decision and inclusion of ESG criteria (2024)

RELATÓRIO ÚNICO 2023

• Definition and implementation of the Supplier Code of Ethics and Conduct (2024)

III. Responsible investment

Mota-Engil issued two sets of sustainability-linked bonds in 2023: a €10 million offer in April – "Sustainability-Linked Bonds Mota-Engil 2023-2027" – entirely subscribed by Banco Montepio on a private and direct basis; and a €50 million offer in December – "Obrigações Ligadas a Sustentabilidade Mota-Engil 2023-2028" – subscribed by professional investors. The latter were admitted to trading on the Luxembourg Stock Exchange.

These two issues of Sustainability-linked bonds by Mota-Engil followed on from those in 2021 and 2022, which were innovative operations given that they allowed the offer of this type of bond on the Portuguese retail market.

These bonds are sustainability-linked insofar as Mota-Engil committed to promote an improvement in a key performance indicator (KPI) – the lost time injury frequency rate (LTIFR) – bearing in mind the attainment of a sustainability performance target (SPT). The target in question (Chapter 1.4.3.I) implies cutting the aforementioned LTIFR in engineering and construction projects by 50% by 31 December 2026, according to the target set out under Mota-Engil's Strategic Plan 2022–2026 ("BUILDING 26 | For a sustainable future" – Chapter 1.2.3). To calibrate the SPT, a benchmarking15 exercise was undertaken that included the performance and commitments made by a group of 16 international peers in the Engineering & Construction (E&C) sector.

In the sectors in which Mota-Engil Group operates, in particular E&C, occupational accidents are of extreme importance. According to a recent study from the Center for Construction Training and Research16, despite the significant reduction in the number of serious occupational accidents (except deaths), the E&C sector in 2019 continued to have an occupational accident rate of 29.2%, higher than the average for all other sectors. The importance of ensuring safe and secure working environments is explicitly enshrined in the UN's Agenda 2030, in particular in SDG 8: Decent Work and Economic Growth, which, in target 8.8, refers to the reduction in frequency rates for lethal and non-lethal occupational accidents. Occupational health and safety is also crucial in fulfilling SDG 3: Good Health and Well-Being, since occupational accidents and diseases significantly contribute, on a global level, to the growing problem of non-communicable and chronic diseases.

Reaching "ZERO lethal accidents" is clearly a Mota-Engil Group objective that underlies its actions and is inherent to its strategy. Nevertheless, Mota-Engil considers that focusing exclusively on lethal accidents hinders action focused on preventing all other accidents that are a potential source and cause of death, and ultimately amounts to a reactive measure. If Mota-Engil focuses purely on achieving zero deaths, it may entail an incorrect interpretation of performance, given that few deaths may exist but there could be many accidents that could (ultimately) have caused deaths. Bearing in mind that the occurrence of a death is irreversible, Mota-Engil intends to anticipate, monitor and take action with regard to accidents that are most likely to lead to death by reinforcing prevention through the implementation of measures of prevention and awareness that particularly focus on accidents resulting in absence. The indicator selected – lost time injury frequency rate (LTIFR) –is an ILO indicator that does not show how many days are lost for each serious accident but enables the normalisation and external benchmarking of the KPI, as well as assessment of prevention performance, which is Mota-Engil's chief concern.

The issuing of these bonds is aligned with the five main tenets of the Sustainability-Linked Bond Principles (SLBP), published by the International Capital Markets Association (ICMA) in June 2020 and updated in June 2023. Furthermore, a Second Party Opinion was also issued to confirm alignment with the SBLPs by S&P Global Ratings, available on the Mota-Engil Group website at: https://www.mota-engil.com/sustentabilidade/opiniao-sobre-emissao-por-parte-da-mota-engil-de-obrigacoes-ligadas-asustentabilidade/ the Second Party Opinion refers to the issuing of €10 million of bonds, fully subscribed by Banco Montepio, offered on a private and exclusive basis to the latter).

Within this framework, Mota-Engil Group also commits to:

  • Divulge relevant information in its sustainability report to analyse the performance of the KPI and its sustainability strategy;
  • Include annual information in its sustainability reports that allow Mota-Engil Group's performance in the selected KPI to be assessed, by referring to the baseline figure;
  • Request a statement of independent external verification annually to confirm performance in relation to the selected KPI, which will be included in the respective sustainability report; and
  • Request a statement of independent external verification, with regard to the SPT reference date, to confirm whether the SPT set was effectively achieved. This statement will be divulged on the GROUP'S website www.mota‐engil.com).

15This exercise took into consideration similar companies in the E&C sector: Aarsleff, Acciona, ACS, BAM, Bouygues, Eiffage, FCC Construcción, Ferrovial, Hochtief, Porr, Sacyr, Skanska, Strabag, Veidekke, Vinci and Webuild.

16Source: https://www.cpwr.com/wp-content/uploads/DataBulletin-December2020.pdf.

IV. Tax information

Mota-Engil has a Tax Risk Management Policy, which establishes a set of principles and procedures that allow the GROUP to identify, assess and manage the tax risk inherent to the current and non‐current) operations. These principles and procedures apply to all companies held by the GROUP and are followed by the various levels of management ‐ holding, business units and markets countries ‐ which, in line with the general principles of the Group's organisation, shall interact with one another to ensure the timely identification of the tax risks and their efficient management.

The document also lays down a series of situations that, due to their nature, complexity, or size, could generate material tax risks to the Group; moreover, the corporate taxation area should be involved in the decision‐taking process.

The Group is governed by the observance of legislation and tax obligations in the various markets in which it operates and monitors, on a central or local level, changes to tax laws and regulations in each of those countries and that may affect its tax strategy.

Mota-Engil tries to maintain a good relationship with the tax authorities of the countries in which it operates, to minimise the risk of dispute with those entities. In Portugal, Mota-Engil is one of the companies that adhered to the Code of Good Tax Practice promoted by the Portuguese tax authorities, which establishes a set of principles and rules of conduct that must guide the relationship between the taxpayers and tax authorities.

Guiding principles

The Group is governed by the fulfilment of legislation and tax obligations in the various markets in which it operates. Any decision taken complies with the tax laws and regulations applicable.

The leading principle of the tax risk management rests in the prevention of unnecessary disputes with the various tax authorities: (i) ensuring that the decisions taken are based on robust and well substantiated technical positions; (ii) appropriately documenting the facts behind the decisions taken; and (iii) implementing compliance procedures that guarantee that the result of such decisions is correctly reflected in the tax returns and calculations.

In a context in which the interpretation of the facts or the tax legislation is frequently associated with a degree of subjectivity (being therefore susceptible of generating disputes), avoiding any dispute with the tax authorities may be too burdensome and not be in line with the goal of maximising the value created to the Group. In this regard, the Group may, under given circumstances, decide to run the risk of disputes, provided that such disputes are likely to be settle in its favour. These situations are assessed and managed according to the principles established in the Tax Risk Management Policy.

All decisions are based on the Group's business goals and, as such, any initiatives of tax optimisation are carried out in this context. This means that any transaction or operation carried out must be substantiated by commercial reasons and have a valid business purpose.

Assess ent of t e ta risk in t e decision taking process

Recognising that the needs and goals of the business constitute a priority to the Group, whenever there are alternative forms of reaching the same results to the business, the alternative which proves to be the most efficient from a fiscal perspective must be the one followed. This way, the heads of each business involve the local or business units' taxation teams and or the corporate teams into the process of decision‐planning and taking so that those teams may work in coordination with the business functions, supplying clear and timely information on the tax consequences of the options considered and (where applicable) recommending solutions that guarantee the alignment between the business goals and the efficiency from a tax perspective. The tax teams must be able to operate in an atmosphere of uncertainty and capacity to assume the controlled risk in line with the principles of risk management laid down in this document.

The priority of the business needs and goals may not, however, preclude the fulfilment of the law and tax obligations. In case of uncertainty regarding the interpretation of the tax legislation, a clear assessment of the expected tax consequences will be made, and such consequences must mandatorily be considered in the decision‐taking process.

Besides taking part in the decision‐taking processes in which its intervention is requested by the heads of business or local or business units' taxation teams, the Corporate Taxation Board is consulted when there are operations/decisions that, due to their nature or complexity, are susceptible of causing material tax consequences to the Group.

Risk management in the fulfilment of tax obligations

ꟷ Tax compliance

Each Group company is responsible for complying with the various existing tax obligations in the markets in which it operates. These obligations include the ascertainment of the various taxes according to the applicable tax laws and regulations, the respective payment, the submission of statements within the time limits established by law and other ancillary obligations of an administrative nature. The ascertainment and payment of taxes and the submission of tax returns are always carried out based on the tax legislation in force as at the date of fulfilment of each obligation.

In line with the principles established, each company is also responsible for appropriately recording the technical positions and the facts at the basis of transactions and decisions taken regarding tax returns. This responsibility encompasses the preparation of the documentation concerning transfer prices in those markets that require it. This documentation is prepared as soon as the transactions are carried out or the decisions are taken and kept in an archive during the period required by the local legislation for keeping tax records.

Technical positions that affect more than one jurisdiction are reconciled and agreed upon between the intervening parties and the corporate taxation area before they are included in any tax return.

Considering that the tax legislation is constantly subject to changes, the participants of each company with tax responsibilities keep themselves up-to-date regarding the relevant developments in the country in which they operate.

ꟷ Inspection management and tax litigation

The heads of each company seek to maintain a good relationship with the respective local tax authorities to minimise the risk of dispute with such entities. The relationship is conducted professionally and cordially and is rooted on the timely provision of clear information.

The management of tax inspections and tax litigation lawsuits (such as administrative complaints or judicial lawsuits) is the responsibility of the local companies. The companies notify the corporate taxation area whenever a new inspection is initiated, and that notification must include the identification of the company subject to inspection, the scope and the period covered by the inspection action.

The decisions to accept or appeal administratively or judicially on tax payable litigations, as a result of any tax inspection action, are based on a cost‐benefit analysis, considering the following matters:

  • Merit of the technical arguments supporting each matter subject to correction.
  • Quality of the documentation drawn up to support the facts behind the decisions taken.
  • Existing alternatives of dispute resolution and, for each alternative, an estimate of the likelihood of success, expected time of resolution and expected costs (for example, costs with guarantees, consultants and lawyers, court fees).
  • Risks associated with the dispute process, particularly reputational risks, and risks of relationship with the tax authorities.

When these decisions address situations identified as being susceptible of having material tax consequences to the Group, the corporate taxation area will be involved in the decision‐taking process.

ꟷ Reporting of tax information

The accounts and financial returns reported by each company encompass all movements and balances concerning taxes, ascertained based on information updated as at the date of its preparation. This is crucial to enable the Group to report consolidated financial information that is thorough and complete.

Apart from the financial reporting, each company also reports to the corporate taxation area potential tax contingencies observed in the respective reporting period. This initiative is inserted into the process for monitoring transversal risks implemented by the Group.

The local companies and the business units' and corporate taxation teams share knowledge, experience and good practices in all matters that might contribute to improve the identification, assessment, and management of tax risks.

This sharing allows for increasing the efficiency and quality of the definition of technical positions regarding the processing of certain income or expenses, the identification of relevant matters in the context of tax inspection actions and the management of such inspections.

Any change to the tax laws or regulations in each country that might have a material impact to the operation of the local companies is communicated by the heads of the respective companies to the corporate taxation area so that the latter takes part in the assessment of the impact and the determination of potential actions that might have to be carried out as a response to the changes identified.

V. Quality and safety of products/services and critical incident management

GRI 3-3 ESRS MDR-A, MDR-M, MDR-T

Stemming from the type of products supplied by the Group's companies and the services they also provide, various types of impacts may be generated with consequences for clients, employees, communities and/or end users – and, naturally, for the activities and reputation of Mota-Engil.

In the context of its activities, there is a broad spectrum of situations of potential occurrences that could impact on the quality and safety of the products and services, as well as create serious or dangerous effects. A few examples of occurrences should be mentioned: the need to demolish, segregate the product, suspend the product and/or service; errors in the process of execution that affect the integrity or functionality of the products; manipulation of quality test results to conceal defects and non-compliance; critical components/materials/equipment failures that compromise end product/service quality; production/execution of products services that don't meet the quality specifications and standards established; problems with suppliers that affect product/service quality; exposure of confidential data related to product and service quality; failures in the quality control processes that allow production of non-compliant products; products that cause environmental damage.

Socially, the potential impact on people's safety, health and well-being is of note, including employees and communities. It might also have impacts on public health resulting, for example, from poor management of waste management infrastructure and the services provided by Environment division companies (Chapter 1.4.2.IV).

It should be noted that these impacts may not only lead to complaints and lack of satisfaction among clients with a resulting drop in trust among clients and employees. It may also lead to costs and the need for additional resources, losses of productivity and stoppages in services, as well as the imposition of financial penalties on clients and fines for official entities.

Recognition of the significance of the potential impacts and magnitude of the risks associated led to assessment of the "quality and safety of the products services and critical incident management" as a material theme as a result of the dual materiality exercise undertaken (Chapter 1.4.1.III). Therefore, a new strategic objective was established to attain global certification – quality (ISO 9001), environment (ISO 14001), occupational health and safety (ISO 45001) – by 2026. This involves obtaining the certification of all companies whose turnover means they fit into the eligibility criteria for certification.

With regard to the quality and safety of products/services associated with Mota-Engil activity, the Group aims to prioritise the supply of high-quality products and services that satisfy the applicable contractual, regulatory, and legal conditions, maintaining rigorous environmental and safety standards and, therefore, creating value for clients and protecting the well-being of employees, communities and end users of the infrastructure at the same time.

Concerning the progress of the goal of global certification, in standards (ISO 9001, ISO 14001 and ISO 45001) and operations (engineering and construction, waste management and other business areas), the process began in 2019 with the target of obtaining the first certificate by 2020 in Africa. In 2021, the first steps were taken to standardise the integrated safety, hygiene, environment, and quality (SHEQ) management system for the entire Group (see highlighted box).

Currently, 77% of Mota-Engil Group's turno er is certified and covered by a single certificate. Resulting from an improvement in methodology, this year the percentage of workers covered by an integrated management system (66%, figure for 2022) ceased to be calculated and the percentage of the Group's total eligible turnover was calculated instead, for which, in this case, eligible companies were considered to be those which are operational and deemed strategic by the Executive Committee.

2023
Global certification 77%
Certified turnover

Note: The figure shown includes companies covered by single ISO 9001, 14001 and 45001 certification. It should be mentioned that, in parallel with global certification, individual certification also exists that will be replaced by the former by 2026.

Strategic objective: global certification (100%) of Mota-Engil Group in accordance with ISO 9001, 14001 and 45001 benchmarks, based on turnover

Although some Mota-Engil companies individually have implemented and certified management systems – according to ISO standards and other benchmarks – the Group has invested in developing this new integrated and corporate management system. It is highlighted that implementing global certification has various associated benefits and opportunities for Mota-Engil, including:

  • Economies of scale through the integration of practices /procedures, making it a uniform, unique, transversal, and more efficient system that is simultaneously able to absorb the specificities and requirements of each geography;
  • The contribution to a 360º view of Mota-Engil's performance, such as support for decision-making, leading to unified understanding and management and enabling a comprehensive and homogeneous communication right the way from the corporate structure to individual companies;
  • Boost in confidence for clients, from working with a Group that is organised by processes;

As a competitiveness factor, including eligibility for commercial competitions.

CORPORATE INITIATIVE IN FOCUS

Widening the scope of global SHEQ certification to Latin America and Europe

In 2023, certification of companies in the Engineering & Construction and Environment divisions in Africa was maintained and all other E&C companies in Latin America, namely Brazil, Mexico, Colombia, and Peru, and in Europe, namely Portugal and Poland, were included.

It should be mentioned that, currently, certification of Mota-Engil's integrated corporate management system covers the companies with active E&C projects in all three geographies: Europe, Africa and Latin America. In the case of the Environment division, Africa is covered, and the aim is to expand corporate certification to Portugal and Brazil during 2024. In addition, and until the end of the "BUILDING 26 | For a sustainable future" strategic cycle, the aim is to cover the remaining business areas to ensure the Group's global certification.

In this context, a Corporate SHEQ – Safety, Health, Environment and Quality – Policy has been created whose aim is to promote the integration of the Mota-Engil Management System based on the following premises:

  • Alignment with Mota-Engil's Strategic Plan;
  • Action within the context of sustainability;
  • Applicable to all business divisions, markets, companies, projects, and contracts;
  • Integration of the SHEQ management systems;
  • Organisational efficiency.

Each SHEQ area has a dedicated charter of commitments whose aim is to express Mota-Engil's strategy in clear guidelines. It is intended that each guideline be implemented directly or, if there is a need to specify, Procedures/Instructions should be developed for their implementation, as well as linking mechanisms to variable remuneration for management and workers, in the event of non-compliance with the SHEQ policy. The policy was revised in 2023, taking into consideration the needs of the integrated system and trends valued by various stakeholders, in particular investors.

Among the commitments given by the policy in the area of quality, of note are the following:

  • To ensure our commitment to client satisfaction, based on good relations and the excellence of the quality of the products and services;
  • To ensure that top management, process owners and all management positions lead by example through active participation in defining and implementing actions, thereby fostering a SHEQ culture based on good practices and continual improvement;
  • To define and communicate the aims, targets and pro-active indicators focused on the quality of the product and management system, aligned with the Group's strategic plan and respective priorities, communicate them to workers and the supply chain and ensure their monitoring and discussion in management and operational meetings in companies/markets with the promotion of actions for continual improvement;
  • To identify, communicate and ensure compliance with all stakeholders (internal and external) requirements applicable to the operations of business divisions and the respective Mota-Engil Group companies, with special focus on the legal and contractual requirements;
  • To implement SHE committees at the organisation's various levels, namely corporate, company/market and project/contract, led by top management for the respective level aimed at: (1) raising SHEQ process efficiency; (2) ensuring consultation, participation, and involvement by all workers; and (3) promoting better quality management.

The integrated SHEQ management system implemented through global certification is grounded on the adoption of regulations/standards, best practices in the industries/sectors where the Group operates, and the global dissemination of good practices identified internally between Group companies. The integrated system is expressed at the corporate level through support and operational processes that establish strategic policies and objectives which are then detailed in the supporting documents, including specific procedures and manuals. At the project and contracts level, method statements and SHEQ management plans are established. In 2023, quality plans for products and services were harmonised between the E&C and Environment divisions by extending their application to the latter.

This process is led by the board and driven by the heads of each supporting process and the business divisions.

The internal audit programme, a crucial activity for monitoring the integrated management system and preparing external certification audits, comprises a team of experienced auditors with solid knowledge of the Group's operations. These auditors, selected by the heads of processes and operations, aspire to analyse compliance with the system implemented, ensuring an impartial and trustworthy sample. The results of the audits, communicated to the board, allow identification of good practices to disseminate within the Group, in addition to indicating opportunities to improve and guide the defining of corrections and corrective measures to improve the performance of the management system.

In 2023, the Group's audit programme was improved, with the alignment of selection criteria for projects to be audited based on IAF MD5 and IAF MD11 accreditation standards and the process of selecting auditors was improved and broadened to include auditors from Latin America and Europe, allowing exchange of experiences and good practices.

Also of note is the continual investment in training, technology, and innovation, aimed at improving the quality of construction projects, products and services offered, and environmental and safety performance.

It should be noted that the in-house platforms (OnME, Findings, Client Satisfaction, SIAWise) have been improved and used to foster more efficient communication and more thorough information reporting. This action falls within the commitment of the SHEQ policy to promote the full digitisation of processes to raise the efficiency and streamlining of the management and support for decision-making.

With regard to the aims and global KPIs of the integrated system, within the scope of Quality, the goals are:

  • To obtain client satisfaction of > 80% 2023 results: 86%
  • To obtain a ranking and compliance with in-house audits of 80%, though if this aim is not complied with the corporate area will act to establish mitigation measures to do so – 2023 results: 81%

RELATÓRIO ÚNICO 2023

• To treat and resolve 100% of non-compliant cases – 2023 results: 65%

Collecting client satisfaction data is done via questionnaires, letters or e-mails, phone calls, complaints, etc.

In 2023, a new approach to gathering KPI data was implemented by widening collection to operations and not just markets/companies, leading to a more granular approach to reporting and data visibility. This action fits into the SHEQ policy commitment to preserve, centralise and raise the quality of documented information and the respective reporting for all processes.

In addition, and with regard to asset integrity and longevity, the Group aims to maintain the integrity and reliability of infrastructure through pre-defined protocols, proactive maintenance programmes and regular and rigorous inspections. The Group seeks, depending on the services provided, to adopt design and build strategies that prioritise durability, resilience, longterm performance and continual proactive maintenance and monitoring efforts to prevent, identify and resolve potential occurrences that may compromise the integrity of the assets over time.

Of mention is the existence of protocols and procedures for critical incident and emergency management, including risk assessment and mitigation, emergency response planning and continual improvement measures. Simulations are periodically conducted for various emergency scenarios. Also, coordination is ensured with the competent authorities and protocols with relevant stakeholders to ensure preparation, effectiveness and speed of response in emergency situations.

In order to support the health, safety and physical security of its employees in international and frequent flyers, as a result of emergency situations that may involve the need to evacuate in the event of emergency scenarios such as illness, accidents at work or local conflicts (political, attacks, among other threats to the physical safety of employees), Mota-Engil has a contract with an international company that ensures both counselling in various areas and medical and logistical assistance.

NEXT STEPS

  • Widening of global SHEQ certification to the Environment division in Portugal and Brazil (2024)
  • Widening of global SHEQ certification to the remaining business areas (2026)
  • Developing an app to draw up the internal audit plan and report with the participation, knowledge, and experience of Mota-Engil Group's auditors 2024)
  • Developing an app to record statements with the participation, knowledge, and experience of the SHEQ teams of the various business divisions (2024)

VI. Innovation

In the aim of meeting current and future environmental, economic and social needs, Mota-Engil acts on market opportunities and threats, optimising the capital used and making its business more competitive, efficient and responsible towards the environment and society. Innovation, therefore, is one of the ways of ensuring and adding to business profitability, raising the efficiency of in-house processes and presenting the Group with innovative solutions, as well as creating external value.

Framed within the strategic axis "New Direction to Sustainability and Innovation" of "BUILDING 26 | For a sustainable future" (Chapter 1.4.1.I), innovation is considered the key to attaining higher performance within the Group and developing its business portfolio.

Mota-Engil Next (MEXT) – created at the end of 2022 – is the new Mota-Engil Group company set up to fulfil the Strategic Plan 2022–2026 (Cap. 1.2.3), realising the commitment to bolster investment in innovation and acting as an accelerator of the Group's global transformation, aimed at fostering and acquiring new long-term competitive advantages and opening the way to a prosperous and sustainable future for Mota-Engil, the planet and future generations.

ME T leads the Group's commitment to reinforce, restructure, manage and consolidate investment in innovation at Mota-Engil and, simultaneously, contribute to the diversification of its business with a focus on sustainability. It should be noted that the Group has established a commitment to in est €25 illion in innovation (an accumulated amount for 2022–2026) on new green field projects. In 2023, this amount was €3. million, corresponding to an accumulated investment of €4. million since 2022.

It is also of note that the capture of new sources of financing for innovation is one of the Group's goals, based on establishing partnerships and applying, for example, for European funding. Hence, in addition to ensuring joint investments with partner entities in various innovation projects, in 2023 Mota-Engil received a total of € 72,000 through innovation funding mechanisms.

C ange in accu ulated in est ent in inno ation €

To achieve its aims, MEXT leverages collaboration within the Group – between companies and employees – and with external entities, including universities, startups and clusters, whose purpose is to "Inspire c allenge and e power e eryone t roug collaboration, to engage their creativity and knowledge to build the Mota-Engil of t e future and a better world."

Oriented towards fulfilling its purpose, the organisation of MEXT focuses on five corporate areas: Transformation Workshop; Innovation Lab; Investment Workshop; Communication (Creative Lab); and Business.

Substantiating ME T's role as an orchestrator of innovation within the Group, the Transformation, Innovation and Communication areas aim, as a whole, to be a vehicle for stimulating efficiency and innovation in the Group, operating across all of the business areas and geographies where Mota-Engil is present

MEXT CORPORATE INNOVATION AREAS

As a subholding, MEXT has executive responsibility for a set of subsidiaries acting in different areas, such as:

  • Real estate, via Emerge. This develops projects on national soil and is dedicated to developing and enhancing assets by integrating new construction strategies and technologies which allow the realisation of innovative, sustainable and attractive real estate solutions that aggregate value for stakeholders, namely employees, partners and customers.
  • Agroforestry Production, via Mamaland, which is dedicated to developing and preserving sustainable forests and sustainable agriculture projects and aims at carbon capture and carbon trading in Africa in particular.
  • Mining, via LGM, which is an expanding business division focused on running mining projects and aimed at developing and managing Mota-Engil Group's global portfolio of mining projects.
  • Energy, via Mewton, which creates value by developing and implementing renewable, bespoke and sustainable energy solutions. The company analyses the specific needs of each project and develops, builds and operates customised solutions ranging from 1 MW to over 100 MW.

CORPORATE INITIATIVE IN FOCUS

Mamaland

Mamaland - a Mota-Engil company that began operating in 2023 - is dedicated to the development, implementation and maintenance of sustainable systems, adopting inclusive approaches aimed at generating prosperity for the planet and for people.

Its purpose is to develop integrated systems, through reforestation, afforestation and agro-forestry projects (among others), which enable the economic, social and environmental development of the communities concerned. And it offers a green investment opportunity that not only contributes to the planet's ecological balance through carbon capture, but also supports biodiversity, empowers local communities and provides financial returns through diversified revenue streams.

By establishing its presence in developing nations, Mamaland aims not just to preserve the environment but to foster sustainable economic growth and create worthy employment opportunities. To achieve this, it promotes local training, thereby contributing to improve living standards and reduce poverty in line with the Sustainable Development Goals (SDGs) 1, 2 and 8, in addition to its contributions to the SDGs 13 and 15.

Currently, Mamaland is concentrating its efforts on Africa through projects in Angola, Malawi and Mozambique. The project in Angola, called "RaRe Maiombe" Rainforest Recovery), stands out for its more advanced structure, while the projects in Malawi – "MoRe Malawi" Mountain Recovery) – and Mozambique – "WiRe Moçambique" Wildlife Recovery) – are in the initial stages and require support from the Holding team in Portugal.

The project in Angola, presented at COP28, covers a significant area of 15,000 hectares in the vicinity of the Maiombe tropical forest in Cabinda. The initial investment was funded by means of a bank loan, allowing the acquisition of equipment and materials necessary for the project, as well as the start of the building of greenhouses and the cultivation of 20 hectares of cocoa under a cabruca system, an agroforestry system that uses trees native to the region to supply shade to the cocoa trees.

In turn, the "MoRe Malawi" project relates to forests in various regions covering a total of 352, 2 hectares, with the recent signing of a contract for the concession of agroforestry projects aimed at creating carbon credits.

"WiRe Moçambique" covers forestry reserves totalling 500,000 hectares and notably includes the signing of a memorandum of understanding to conduct studies in forestry reserve areas by creating carbon credits.

In-House Innovation

In 2023, MEXT held its first large-scale innovation initiative called "#WhatsME T", which, in line with the generational transition of Mota-Engil Group's senior management, challenged employees to look at the past – sharing important innovative projects – and, especially, imagining Mota-Engil's future – identifying and sharing challenges and opportunities for the Group.

CORPORATE INITIATIVE IN FOCUS

#WhatsMEXT

The "#WhatsME T" initiative, launched in 2023, consisted of four key stages, which "funnelled" innovation collaboratively: brainstorming (with crowdinnovation); ideas processing and prioritisation (with collaborative rankings); project development and prioritisation with ME TLabs' Workshops); project acceleration and implementation with ME TLabs' Projects).

The start of the initiative, with the crowdinnovation process, involved a challenge, launched on the "Delibera" platform, to incentivise all Group employees to share existing innovation projects and identify challenges and opportunities for the Mota-Engil Group's present and future.

In total, 650 new ideas were received and 125 initiatives already implemented by the Group were identified. Later, in the processing and prioritisation stage, the ideas were grouped by relevant themes and prioritised based on their potential impact and reach. Based on the analysis conducted, the third stage of "#WhatsME T" was implemented in which workshops focused on four thematic areas: Corporate management; Operations; Sustainability; and People and Organisational culture. The objective of these workshops was to develop the ideas into projects with an impact on the four major themes identified.

The workshops were concluded by pitching the projects to a jury consisting of Mota-Engil's senior leaders. In total, 57 projects were presented, most of which continued on to the following acceleration stage. This challenge to the different working groups, comprising people of various nationalities, ages and companies, was a milestone in promoting Mota-Engil Group's transformation and culture of innovation – oriented towards the challenges, risks and opportunities expected in the future.

The process led, after analysis, assessment and consolidation, to a selection of 33 MEXT acceleration projects under the ME TLabs' Projects. The projects selected address various relevant themes, such as: attracting, retaining and developing talent; mental health; energy, resources and social sustainability; decarbonisation; digital transformation; and application of new technologies in operations and processes. It is expected that these projects will have a significant impact on Mota-Engil Group in the next few years.

More than 1,100 employees were involved in sharing new ideas and initiatives, of which 314 participated in person in workshops (representing a total of 14 nationalities).

It should be highlighted that the purpose of this initiative was not just to generate ideas and design impactful projects but to contribute to promoting a culture of collaborative innovation within Mota-Engil Group, preparing it to face the challenges and exploit the opportunities of the future.

MEXT sees employees as central to organisational change – in line with its purpose – therefore, in addition to Whatsmext and the respective workshops and accelerated projects, during 2023 a series of initiatives were begun designed to:

  • Inspire employees and cultivate the sharing of knowledge of different business areas through "Inspirational Sessions" – which consist of a session in which a relevant theme is presented and discussed by an area leader either from within Mota-Engil or not. These sessions were held online every fortnight and lasted for one hour.
  • Train employees, in the context of acquiring new skills critical for transformation and innovation. The Innovation Academy IA) was created whose activities were initiated with a leadership course called "Innovative Leaders".
  • Raise the profile of in-house innovation projects and enhance the sharing and scalability of solutions within the Group through the project "Did ouKnow".
  • Recognise the Group's people and projects who have most contributed to transformation and innovation with the creation of the "Innovation Awards".

OUTPUTS OF MEXT INITIATIVES IN 2023

No. of participants: >4,800 14 nationalities 51.3% men and 48.7% women 16.2% aged 30 and under; 59.9% aged between 31 and 50; 23.89% aged over 50 No. of companies involved: >100

No. of hours dedicated to developing innovation skills: 109 hours1

No. of acceleration projects: 33 (of which 90% are in-house)

No. of people recognised for their entrepreneurship in innovation: 512

Digital transformation

Given its practical nature and proximity to the Group's business and in-house) processes, digital transformation is an important component of the dynamics of innovation. Leverage of the Group's short-, medium- and long-term competitiveness will be enabled by implementing various planned and ongoing initiatives which can be categorised according to the following key pillars:

  • Bolstering of Data&Analytics as a decision-making tool (furthering the fundamental component of defining data strategy and governance);
  • Dematerialisation of business processes, both in engineering/environment and the underlying supporting activities (exemplified by the development of an app to record and oversee on-site anomalies or a new solution for lab management);
  • Also in the context of process dematerialisation, improvement of usability/connectivity via low code app development (from a federated or community perspective) and the boosting of its mobile component (within Microsoft and SAP as well as, for example, implementation of SAP Concur for management of expenditure);
  • Optimisation of in-house processes through countless drivers (from automation to process mining, including strengthening and broadening of our core SAP platform and solutions within the scope of human resources relating to time management and document management).

In 2023, of note is the Data Strategy & Governance project, which aims to develop a corporate data strategy that incorporates the governance model, data consolidation and the application of technological solutions.

CORPORATE INITIATIVES IN FOCUS

Digital Transformation: Data Strategy & Governance

The Data Strategy & Governance project, led and executed by ME Global, focuses on developing a corporate data strategy that incorporates the governance model, data consolidation and the application of technological solutions.

The project seeks to respond to the existence of various dispersed solutions and their inadequate integration within Mota-Engil, leading to low quality data sources, control difficulties and a poor user experience.

The implementation of this strategy will allow Mota-Engil to consolidate sources of data, improve their quality, establish governance practices and provide users with a unified and consistent experience. Its ultimate aim is to refine data-driven decision-making and improve general efficiency within the organisation.

The project, which is overseen by MEXT, was presented at the MEXTLabs management workshop in 2023 and is planned to be accelerated in 2024, involving the participation of all Group companies.

Sum of "Inspirational Sessions", "Innovation Academy" and Workshops. 2Number of people honoured at the Innovation Awards 2023.

1

Digital Transformation: Power Platform Community of Practice

The Community of Practice (CoP) initiative dedicated to low-code technologies and, in particular, to the Microsoft Power Platform suite, is aimed at empowering Mota-Engil employees to contribute actively to the digital transformation of the various business areas, enabling the brainstorming and development of their own innovative solutions such as apps, automations and chatbots.

This project's purpose is to capitalise on ME Global's recent investment in constructing the Centre of Excellence in Business Applications for Mota-Engil Group, which will be responsible for governing access to these tools, as well as ensuring quality, security and scalability of the solutions created. Acting as a catalyst within the culture of continual improvement and operational efficiency, Mota-Engil believes in the growth of a vibrant community that will support the whole Group in its main digital challenges, regardless of business area.

Development of partnerships and collaborative activities

Mota-Engil participates in various competitiveness clusters, taking part in projects to improve collective efficiency and individual or partnered innovation projects. The clusters are formed by companies, business associations, public entities and non-business entities in the Research and Innovation System (Portugal). The following examples stand out:

Cluster Participating company(ies)
Portuguese Construction Technology
Platform (PTPC)
MEEC
Portuguese Rail Platform (PFP) MEEC
Sustainable Habitat ME ATIV
Health Cluster Portugal ME ATIV
Portuguese Road-Rail Congress (CRP) MEEC + ME Global
Collaborative Laboratories Participating company(ies)
BUILT CoLAB – Built Environment MEEC
CECOLAB – Circular Economy MEEC
RailColab MEEC

It should also be mentioned that, in 2023, MEXT became a partner of Innov.Club, was a jury member and mentor for the construction area of StartUp Lisboa, participated in various international innovation events and established closer relations with various leading Portuguese universities with a view to developing partnerships and strategic projects for the coming years.

NEXT STEPS

  • Accelerating and implementing in-house innovation projects ME TLabs' Projects 2024–2026)
  • Promoting synergies between the Group's business divisions as a catalyst for innovation projects 2024–2026)
  • Launching an incubation and investment programme for entrepreneurs and start-ups with strategic potential (2024– 2026)
  • Developing an in-house innovation culture by reinforcing training opportunities and fostering collaborative initiatives (2024–2026)
  • Expanding the global reach of MEXT initiatives to all Mota-Engil employees (2024–2026)
  • Creating new solutions that increase profitability and sustainability within the E&C industry based on strategic partnerships (2024–2029).

RELATÓRIO ÚNICO 2023

• Roll-out of the ESG data management platform (2024)

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1.5 Outlook for 2024

The outlook for the Mota-Engil Group for 2024 is as follows:

  • 1 Growth in business volume on track for the objective set for 2026;
  • 2 Gradual evolution of the EBITDA margin towards the objective defined for 2026;
  • 3 Focus on new awards with selective criteria with preference for large projects;
  • 4 Focus on generating organic cash flow;
  • 5 Continuity in strengthening the capital structure with controlled debt;
  • 6 Investment/turnover ratio expected at 9%;

7 – Commitment to sustainable growth.

It should be noted that these prospects do not represent a commitment to the Group's future performance, but only the best forecasting capacity, at this date, regarding the activity of its companies. Therefore, the actual performance achieved in 2024 may differ substantially from these forecasts. Moreover, the Mota-Engil Group does not undertake to update or correct this information due to the modification of any endogenous or exogenous factor that could change its performance.

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1.6 RELEVANT FACTS AFTER THE END OF THE FINANCIAL YEAR

RELATÓRIO ÚNICO 2023 INTEGRATED REPORT 2023

1.6 Relevant facts after the end of the financial year

In 2024, up to the date of issue of this report, it is worth highlighting the following relevant facts, whose details are properly released as privileged information on the Mota-Engil and CMVM websites:

" MOTA-ENGIL INFORMS ABOUT THE AWARD OF CONTRACTS IN ANGOLA AND IN MEXICO WORTH AROUND 975 MILLION EUROS

Mota-Engil S.G.P.S., S.A. (MOTA-ENGIL) informs that its subsidiary MOTA-ENGIL ENGENHARIA E CONSTRUÇÃO ÁFRICA, S.A. (MOTA-ENGIL AFRICA) has celebrated three new contracts in Angola, worth around 875 million euros, which can be detailed as follows:

  • Contract with the Ministry of Public Works, Urbanism and Housing (MINOPUH), regarding the "Design, project and construction, and completion of the infrastructures of the Corimba waterfront" in Luanda, which consist in the construction of the Corimba waterfront and associated works, namely the construction of 2,000 social houses, construction of 4 road junctions, and rehabilitation of some urban access roads to the waterfront, as well as the construction of the Cambanda Corridor. This contract will have a duration of 36 months and an initial value of around USD 670 million.

  • Contract also with MINOPUH, regarding the contract for the "Rehabilitation of the general infrastructures of the Nova Vida urbanization, in the municipality of Kilamba Kiaxi" in Luanda, which include the construction and rehabilitation of the general infrastructures of the Nova Vida urbanization, including, among others, earthworks and paving, water supply and rainwater and wastewater drainage networks and remodelling and expansion of one Wastewater Treatment Facility. This contract will have a duration of 24 months and an initial value of around USD 228 million.

  • Contract with the General Tax Administration, regarding the "Construction, restructuring and improvement of the Luvo border post" which consist in the construction, restructuring and modernization of the Luvo Border Post, in the Province of Zaire on the border of Angola with the Democratic Republic of Congo. This contract will have a duration of 20 months and an initial value of around USD 57 million.

At the same time, in Mexico, MOTA-ENGIL MÉXICO also celebrated a new contract worth around 100 million euros (1.997 million Mexican pesos) associated with the construction of a viaduct connecting Chalco and Santa Martha for the exclusive use of the Metrobus. The construction of such viaduct will take an estimated time of 8.5 months and will connect the State of Mexico to the country's capital, improving the flow of traffic in that area and reducing the travel time for users."

"MOTA-ENGIL INFORMS ABOUT THE AWARD OF CONSTRUCTION CONTRACTS IN PORTUGAL AND IN PERU WORTH ABOUT 540 MILLION EUROS

Mota-Engil S.G.P.S., S.A. (MOTA-ENGIL) informs that its subsidiary MOTA-ENGIL PERU S.A. has signed a new contract, worth around 160 million euros, within the scope of the Toromocho project.

The aforementioned contract, awarded by Minera Chinalco, S.A., corresponds to the contract for the " ecrecimiento de la Stage 6 resa de elaves", another phase of the development works of the Toromocho roject (located approximately 150 km from Lima, in the interior of Peru) on which MOTA-ENGIL PERU S.A. has been performing several services. The contract, with an initial value of around US\$172 million, will have a maximum duration of 1,027 days.

Additionally, after having been verified all the precedent conditions, namely those relating to the financing of this important project for the country and the Lisbon region, MOTA-ENGIL confirms the signing of the management contract for the hospital complex of the Eastern Lisbon Hospital under a regime of public-private partnership (HLO) by a consortium participated by several group companies, with the production of effects only pending approval from the competent body "Tribunal de Contas". The aforementioned management comprises the conception, design, construction, financing, conservation, maintenance and operation activities of the hospital complex. On the hand, the investment amount over the next 3 years will reach approximately 380 million euros, while the infrastructure maintenance will last for a 27 year period and will reach a global amount of approximately 14 million euros at constant prices."

"MOTA-ENGIL INFORMS ABOUT THE AWARD OF A CONTRACT IN PERU WORTH AROUND 115 MILLION EUROS

Mota-Engil S.G.P.S., S.A. (MOTA-ENGIL) informs that its subsidiary MOTA-ENGIL PERU S.A. has signed a new contract, worth around 115 million euros, within the scope of the Las Bambas project.

The aforementioned contract, awarded by Minera Las ambas, S.A., corresponds to the contract for the "Construcción de la tapa 6 de la resa de elaves", another phase of the development works on the Las ambas project (located approximately 56 km of Lima, at 4,000 meters of altitude, in the southern interior of Peru) in which MOTA-ENGIL PERU S.A. has been operating since 2011. The contract, with an initial value of around 122 million dollars, will have a maximum duration of 50 months."

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1.7 Final Note

I can only thank the personal and professional commitment of all collaborators of Mota-Engil Group, of members of governing bodies, clients and of whoever came into contact with its various companies.

RELATÓRIO ÚNICO 2023

Porto, 22 March 2024

Carlos António Vasconcelos Mota dos Santos Chairman of the Board of Directors and Chief Executive Officer

António Manuel Queirós Vasconcelos da Mota Non-executive deputy-chairman of the Board of Directors

Gonçalo Nuno Gomes de Andrade Moura Martins Non-executive deputy-chairman of the Board of Directors

Jingchun Wang Non-executive deputy-chairman of the Board of Directors

Ana Paula Chaves e Sá Ribeiro Non-executive and independent member of the Board of Directors

Di Xiao Member of the Board of Directors and Member of the Executive Committee

Francisco Manuel Seixas da Costa Non-executive and independent member of the Board of Directors

Helena Sofia Salgado Cerveira Pinto Non-executive and independent member of the Board of Directors

Isabel Maria Pereira Aníbal Vaz Non-executive and independent member of the Board of Directors

João Pedro dos Santos Dinis Parreira Member of the Board of Directors and Member of the Executive Committee

José Carlos Barroso Pereira Pinto Nogueira Member of the Board of Directors and Member of the Executive Committee (Chief Financial Officer)

Leong Vai Tac Non-executive and independent member of the Board of Directors

Manuel António da Fonseca Vasconcelos da Mota Member of the Board of Directors and Member of the Executive Committee (Deputy Chief Executive Officer)

Maria Paula Queirós Vasconcelos Mota de Meireles Non-executive member of the Board of Directors

Paulo Sacadura Cabral Portas Non-executive and independent member of the Board of Directors

Ping Ping Non-executive member of the Board of Directors

Tian Feng Non-executive member of the Board of Directors

APPENDICES

Integrated report 2023

200

I. GRI
content index
201
II. Correlation
tables
269

Appendices

I. GRI content index

This table has been prepared in accordance with the Global Reporting Initiative (GRI) Standards. The GRI standards and indicators addressed are identified with reference to the respective contents in the Report (or other external resources) and a detailed response in the table, wherever applicable.

Statement of use: The information reported by Mota-Engil Group is in accordance with the GRI Standards for the period 1
January to 31 December 2023.
Report in accordance with: GRI 1: Grounds 2021
Applicable GRI Sector Standard(s): Not applicable

UNIVERSAL STANDARDS

GRI 2: GENERAL DISCLOSURES

Relating to the standard published in 2021

THE ORGANIZATION AND ITS REPORTING PRACTICES

2-1 Organizational details

Chapter 1.2.1 The Mota-Engil World

Name of the organisation: Mota-Engil, SGPS, S.A.

Location of the head office: Rua do Rego Lameiro, nº 38, 4300-454 Porto, Portugal

Legal nature and ownership: Mota-Engil SGPS, S.A. is an open company, registered at the Porto Commercial Registry Office. Mota-Engil SGPS, S.A. is quoted on the benchmark index – the PSI 20 – of the Lisbon Stock Exchange (Euronext Lisboa).

2-2 Entities included in t e organization's sustainability reporting

For analysis and support of the GRI standards, this sustainability report included information on the Group's companies indicated in the table which represent the vast majority of its turnover. A financial control approach was considered. It is in line with the financial information report, i.e. essentially the activities of all the business units are included, including the holding company, i.e. the Group's subsidiaries and consortia. It should be noted that the Group is dynamic and is subject to historical adaptations when material changes occur in its organisation or whenever information becomes available. The companies Generadora Fénix and Suministradora Fénix were only included from 2023 onwards, for safety and environmental information. However, for the 2023 reporting year, the following main exclusions stand out in the environmental data: Real Estate Poland, Tourism PT, ME Mali, ME Malawi and ME Rwanda. For safety data, the following material exclusions stand out: Real Estate Poland and Tourism PT.

Furthermore, the data collected from the markets includes the support provided to them by the SHEQ focal points. The main purpose of these elements is the local implementation of the guidelines on the SHEQ management system (from the corporate area), as well as its maintenance, monitoring and local improvement, while also intervening as a bi-directional communication interface between the corporate structure and the company's respective market. Data for the remaining indicators was calculated based on centrally collected information.

Internal management structure of the Group Company
Europe E&C Mota‐Engil Central Europe
Mota‐Engil Portugal
Mota‐Engil South Africa
Mota‐Engil Angola
Mota‐Engil Cameroon
Mota‐Engil Ivory Coast
Mota‐Engil Ghana
Mota‐Engil Guinea Conakry
Mota‐Engil Malawi
Africa E&C Mota‐Engil Mozambique
Mota‐Engil Nigeria
Mota‐Engil Kenya
Mota-Engil Democratic Republic of Congo
Mota‐Engil Rwanda
Mota‐Engil Uganda
Mota-Engil Zimbabwe
Latin America Mota‐Engil Brazil
Mota‐Engil Colombia
Mota‐Engil Mexico
Mota‐Engil Panama
Mota‐Engil Peru
Mota‐Engil Dominican Republic
Clean Eburnie
Eco Eburnie
Eco Vision
Ecolife
Environment EGF
Suma –
Industrial Services PT
Suma –
Urban Services PT
Suma Brazil
Vista Waste
MEXT Emerge
LGM
Mamaland
Mota-Engil Next SGPS
Capital ATIV
Renewing
Concessions
Tourism
Holding company Holding company

We would like to thank all the areas, businesses and markets that contributed content to this report.

2-3 Reporting period, frequency and contact point

This report covers the financial year from 1 January 2023 to 31 December 2023. The report is drawn up annually.

Matters relating to the Sustainability area, in general, can be addressed to a dedicated channel managed by the Group's Sustainability Department, through the following contacts:

Mota-Engil, SGPS, SA, Sociedade Aberta, S.A. Sustainability Department Address: Rua do Rego Lameiro, nº 38, 4300 454 Porto, Portugal

E-mail: [email protected]

2-4 Restatements of information

This report alters historical data whenever necessary. These changes stem from the process underway to: 1) consolidate the calculation methodologies; and 2) standardise the sources and criteria for calculating the data in the different markets/countries where the Group operates. In order to guarantee the comparability of environmental indicators, restructuring or significant changes to the financial reporting perimeter may cause updates to historical data. For example, data relating to Takargo has been excluded from BU Capital for 2021 and 2022, considering the sale process that has taken place. Also noteworthy is the creation of the new business unit Mota-Engil Next (MEXT). Refer to the respective indicators for identification of the updated information.

2-5 External assurance

In order to meet the expectations of the Group's stakeholders and to promote transparency and quality of information, the information contained in the sustainability report has been verified by PwC - PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas. PwC prepared an independent report with a limited guarantee of reliability on the non-financial sustainability information, namely on the indicators associated with the Group's ESG objectives. This verification included 6 KPIs relating to the ESG objectives of the 2022-2026 Strategic Plan - "BUILDING 26 | For a sustainable future", for the 2023 reporting year. The innovation and corporate social responsibility KPIs were excluded from this scope, as they are currently undergoing methodological improvement. Of particular note is the audit of the indicator associated with the Lost Time Injury Frequency Rate (LTIFR), which includes the value obtained for Engineering and Construction projects for 2023. This figure is included in the monitoring of Mota-Engil's various Sustainability-Linked Bonds.

ACTIVITIES AND WORKERS

2-6 Activities, value chain and other business relationships

Chapter 1.2.1 The Mota-Engil World

Chapter 1.2.2. Areas of Business

Chapter 1.4.4.II Supplier chain

In 2023, no significant changes occurred in the type of operations undertaken by the Group or in the countries where it operates. At the supply chain level, it is also noted that no significant changes were verified, with the specialist civil construction subcontractors and commodity suppliers oil, steel, concrete and energy) remaining the Group's main suppliers.

Find more information at: www.mota-engil.com/en/institutional/presentation/

2-7 Employees

Chapter 1.4.3.II Talent management

Total no. of employees by length of contract and gender 2023 2022 2021
Termless contract Men 17,828 15,694 15,860
Women 3,425 3,107 2,769
Subtotal 21,253 18,801 18,629
Fixed-term contract Men 28,264 22,274 17,480
Women 3,823 2,962 2,322
Subtotal 32,087 25,236 19,802
Trainees Men - - 92
Women - - 51
Subtotal - - 143
Total Employees Men 46,092 37,968 33,432
Women 7,248 6,069 5,142
Total 53,340 44,037 38,574
Total number of workers per duration of contract and per region 2023 2022 2023
E&C Europe 2,211 2,264 -
E&C Africa 4,311 3,857 -
E&C Latin America 5,232 3,669 -
Environment 8,346 7,934 -
Termless contract MEXT 48 - -
Capital 765 774 427
Holding company and other 340 303 258
Subtotal 21,253 18,801 18,629
E&C Europe 938 859 -
E&C Africa 13,853 11,613 -
E&C Latin America 11,683 7,873 -
Environment 4,789 4,239 -
Fixed-term contract MEXT 74 - -
Capital 686 593 322
Holding company and other 64 59 65
Subtotal 32,087 25,236 19,802
Trainees E&C Europe - - -
E&C Africa - - -
E&C Latin America - - -
Environment - - -
MEXT - - -
Capital - - 6
Holding company and other - - 17
Subtotal - - 143
Total Employees E&C Europe 3,149 3,123 -
E&C Africa 18,164 15,470 -
E&C Latin America 16,915 11,542 -
Environment 13,135 12,173 -
MEXT 122 - -
Capital 1,451 1,367 755
Holding company and other 404 362 340
Total 53,340 44,037 38,574

Note 1: Temporary workers are not included.

Note 2: The data relates to the existing no. of employees in permanent employment as of 31 December.

Note 3: In 2022, trainees were included under employees on fixed-term contract.

Note 4: Bearing in mind the change to the Group's business divisions in 2022, only the Group's total data for 2021 and the data broken down by the holding company and Capital are presented, since it was not possible to recalculate the figures for the remaining business units in accordance with the new structure.

2-8 Workers who are not employees

Given the multiplicity and diversity of Mota-Engil Group's businesses and operations, it regularly employs workers who are not permanent Group employees, namely those working for service providers, subcontractors and suppliers, among others. Although it is not yet possible to present consolidated and processed information covering this whole set of workers, they are covered by the Group's internal standards and guidelines regarding the Integrated Health, Safety and Environmental Management System.

GOVERNANCE

2-9 Governance structure and composition

Chapter 1.2.4 Governance model and governing bodies

The details of the structure, the bodies which comprise it and the corresponding duties and responsibilities are presented in the: Chapter 03. Report on Company Governance | Part I. Information on the Company's shareholder structure, organisation and governance | B. Governing Bodies and Committees

ACTIVITIES AND WORKERS

2-10 Nomination and selection of the highest governance body

The members of the Board of Directors are elected, as per the law and statutes, under the terms approved at the Shareholders' Annual General Meeting (AGM). In addition, and as stipulated by the law and statutes, the Board of Directors elected an Executive Committee. Furthermore, the Company statutes stipulate that the special rules relating to the election of the members of the Board, set out in Article 19.2 and 5, shall also apply, with the necessary adaptations, to their replacements.

According to the Company statutes, the Board shall comprise the number of members established by the AGM, which shall be responsible for electing them. The term of the Board is three years, and by law its members may be re-elected. As the term for the three-year period 2021-2023 has come to an end, a new Board of Directors should be elected at the next AGM for the term that will run from 2024 to 2026.

When appointing and selecting the members, the criteria considered include the shareholders' vision, diversity, independence and the relevant skills to manage the organisation's impacts. All Board members must comply with the criteria of diversity, including gender, training and experience, to ensure they are equipped to perform to the highest level and guarantee the balance of the Company and Group's governance. In compliance with Law No. 62 2017, the gender with least representation on the Board will always have at least 33% of all members.

Find more information at: Chapter 03. Report on Company Governance | Part I. Information on the Company's shareholder structure, organisation and governance | B. Governing Bodies and Committees

2-11 Chair of the highest governance body

Chapter 1.2.4 Governance model and governing bodies

At the time of publishing this report, Carlos António Vasconcelos Mota dos Santos is Chair of both the Board of Directors and the Executive Committee, having replaced António Manuel Queirós Vasconcelos da Mota and Gonçalo Nuno Gomes de Andrade Moura Martins, respectively, who had taken up the positions of Deputy Chair. As of 2023, and during 31/12/2023, the Chair of the Board was a non-executive director.

Conflicts of interest are avoided and mitigated by balancing the composition of the management bodies and the Conflict of Interests Policy approved by the Board (see indicator 2-15).

It should be mentioned that whenever the Chair of the Board is not an independent member, the independent members shall appoint a coordinator among themselves to ensure: (1) dialogue with the Chair and other directors; (2) the necessary conditions and resources to perform their duties and to assess the performance of the internal bodies and committees; and (3) liaison with the internal subcommittees, namely the Evaluation and Remuneration Committee. In the current term of the Board, the role of Independent Lead Director is held by Helena Sofia Salgado Cerveira Pinto, who was appointed for that purpose.

Should facts exist which could constitute or cause conflict between the interests of one member and the interests of the Company, the member in question shall be obliged to inform the Board of these facts, as established in the unanimously approved conflict of interests procedure. In the aforementioned situation, the member shall recuse themselves from voting in the meeting where the matter is discussed and voted upon, without prejudice to the duty to provide information and clarification when requested to do so.

2-12 Role of the highest governance body in overseeing the management of impacts

Chapter 1.4.1.II Sustainability governance

According to the law, statutes, and regulations on the functioning of the Board and Executive Committee, it is the Board's duty to approve Mota-Engil's policies, budgets, and strategic plan. Depending on the matters in question, these documents are produced by the Group's companies in coordination with senior management, namely the Corporate Centre. In certain matters, the Board shall receive prior opinions from its delegated committees and/or the Supervisory Board.

Within the limits established, the Board delegates the day-to-day running of the Company to the Executive Committee.

The Risk Management Policy and the Integrity and Compliance Programme structure the auditing, compliance and control processes and areas, among others, and support the Executive Committee and the Board) in assessing the impacts of the Group's business activities on the economy, environment, and people. The aforementioned Policy and Programme, and all of the Group's internal rules, are periodically revised and updated in line with a process of continual improvement.

For more information on the competencies of the Board of Directors and Executive Committee: Chapter 03. Report on Company Governance | Part I. Information on the Company's shareholder structure, organisation and governance | B. Governing Bodies and Committees

2-13 Delegation of responsibility for managing impacts

Chapter 1.4.1.II Sustainability governance

The Group's governance model is based on a hierarchical and functional pattern that allows delegation by steps and depending on variable materiality indicators. Within the limits established, the Board delegates the day-to-day running of the Company to the Executive Committee. In turn, the functional areas comprising the Corporate Centre and the Shared Administrative and Technical Service Units report to at least one member of the Executive Committee and propose and apply Group-wide policies, procedures, and rules. The Business Divisions also report to at least one member of the Executive Committee. This model is then duplicated in the Business Divisions. According to this model of delegation by steps, some matters are obligatorily approved by the Board of Directors, others are delegated to the Executive Committee below a certain value and others are delegated down to the Business Division or even the company, though, once again, this depends on the pre-established limits of value.

According to this model, there are various moments of bottom-up reporting on the matters dealt with in each functional area, with the majority of reports taking place on a monthly basis. However, there are also only quarterly or annual reports and, on the other hand, reports that are permanently available for analysis by the Executive Committee and the Board of Directors or even reports that are compulsory depending on the planning or execution of certain decisions.

2-14 Role of the highest governance body in sustainability reporting

Chapter 1.4.1.II Sustainability governance

Preparation of the sustainability report is the responsibility of the Corporate Centre's Sustainability functional area, which defines the procedures for collecting information from all of the Group's companies in coordination with other functional areas. The review of the versions of the report is mainly performed with the member of the Executive Committee responsible for Sustainability – i.e with the CEO – and is later submitted to the governing bodies for validation.

2-15 Conflicts of interest

Chapter 1.4.1.I Business conduct

Our Code of Ethics and Business Conduct characterises the situations in which a conflict of interests could occur and defines employees' responsibility to act in the best interest of the Group, and the fact that they should not act in a way that clashes with that responsibility. Situations which may potentially generate conflicts of interest must be reported to the Group Ethics Hotline or the Compliance Support Line.

Conflicts of interest are avoided and mitigated by ensuring the balanced composition of the management bodies (see indicator 2-11) and the two instruments set up to report on, avoid and deal with potential conflicts of interest:

  • (1) Conflicts of Interest Procedure: establishes a process to review and prevent real or apparent conflicts of interest. This procedure provides requirements for disclosing potential conflicts of interest and the process for analysing them;
  • (2) Transactions with Related Parties Policy: whenever there are transactions by related parties with the Group, or any other person who might benefit a related party, this policy sets out the procedural issues to be considered as a necessary safeguard for suitable protection of the interests of the companies and shareholders that are not related parties, including minority shareholders.

It should be mentioned that the need may exist to inform the market of transactions with related parties under the duty to inform to which all open companies are subject, namely the provision of information regarding the main relevant transactions between related parties in the first six months of the financial year. This should mention the amount of said transactions, the nature of the relevant relationship and any other necessary information to explain the financial position of the issuer if said transactions are relevant and were not concluded under normal market conditions. Furthermore, the procedures for the approval of transactions with related parties may in some cases be more demanding than those laid down by law, particularly if the amounts involved exceed 1 million euros.

2-16 Communication of critical concerns

Chapter 1.4.1.II Sustainability governance

Chapter 1.4.2.I European taxonomy

Chapter 1.4.4.I Business conduct

At Mota-Engil Group, we have introduced a Ethics & Compliance Hotline . Under the terms of the Commercial Company Code, the Supervisory Board delegates the responsibility for receiving reports of irregularities and forwarding concerns or information about infringements to the Internal Audit Office. Any complaint from whistleblowing channels that falls into the category of discrimination and harassment is forwarded to the Harassment and Discrimination Committee. Other infringements, depending on their nature, may be forwarded to other functional areas, namely Human Resources and Legal Affairs.

Also of note is the existence of various mechanisms established with the aim of obtaining opinions, concerns, complaints and suggestions from communities, clients and other stakeholders. Each Group company has specific channels, within their management systems, for receiving, analysing and replying to complaints. This information is decentralised in each of our markets/companies. A report is produced every semester that systematically sets out the most recurring situations reported, as well as the relevant indicators on the results sent to the Supervisory Committee and Risk and Internal Audit Committee. This report, among others, is aimed at helping to detect potential weaknesses or opportunities for improving process control and contributes to a proposal of review thereof and/or review of the whistleblowing mechanism.

2-17 Collective knowledge of the highest governance body

Chapter 1.4.1.II Sustainability governance

2-18 Evaluation of the performance of the highest governance body

As delegated by the Board, the Evaluation and Remuneration Committee is responsible for promoting annual assessment of the Board's overall performance, its members individual performance and, in particular, the Executive Committee's performance, as well as other Board committees, wherever deemed necessary.

In accordance with its Operating Regulations, the Evaluation and Remuneration Committee normally meets four times a year, though, if the Chair proposes and if its members agree unanimously, some of these regular meetings may be cancelled due to the lack of any pressing need. The Committee may also meet extraordinarily whenever summoned by its Chair or two other members.

In order to assess the performance of the Board/Executive Committee and its members, changes to the body's composition may be put forward to shareholders as occurred recently) to respond to the company's requirements.

The quantitative component of the assessment of executive directors' performance includes a set of key performance indicators KPIs) indexed to the Group's Strategic Plan. The quantitative assessment is later considered during individual qualitative evaluation, which is discretionary in nature, and may result in a payout ranging between a predefined minimum and maximum percentage.

It should be mentioned that the "New Direction in Sustainability and Innovation" is one of the five strategic pillars set out in the Strategic Plan "BUILDING 26 | For a sustainable future" for the 2022–2026 period (Chapter 1.2.3).

2-19 Remuneration policies

Chapter 1.4.1.II Sustainability governance

Find more information at:

Remuneration Policy

Chapter 03. Report on Company Governance | Part I. Information on the Company's shareholder structure, organisation and governance | D. Remunerations

2-20 Process to determine remuneration

In accordance with the statutes, the Pay Committee, elected by the shareholders at their AGM, with the support of the Evaluation and Remuneration Committee, is responsible for defining the Remuneration Policy for the members of the governing bodies, setting the applicable compensation based on their functions, performance and the Company's financial position.

The remuneration of the Company's directors is determined by the respective Board of Directors, complying with the principles of the Remuneration Policy submitted by the Pay Committee for the AGM's approval. This Committee is also responsible, with the support of the Evaluation and Remuneration Committee, for annually confirming the correct application of the Remuneration Policy (fixed and variable components) approved for the members of the administrative bodies, as well as the members of the various Company committees.

The Pay Committee considers that the structure of the directors' remuneration is adequate and that it is unnecessary to set maximum potential, aggregate and/or individual remuneration limits for members of the administrative body, and also that the Remuneration Policy adopted is in line with the compensation practices in most peer companies in the PSI‐20, bearing in mind the Company's characteristics. The members of the administrative body do not enter into contracts with the Company or third parties whose purpose is to mitigate the inherent risk to the variability of the remuneration that was set for them by the Company.

In 2023, no individual or company was contracted to support the Pay Committee in its functions. However, this Committee is uniquely and exclusively responsible, within the Company's budgetary limitations, for deciding whether or not to contract external consultants based on need or convenience. Furthermore, the Pay Committee is responsible for ensuring that any consultants contracted are independently provided and that the respective providers are not hired by the Group to execute other services without its express authorisation. To provide information or clarification to shareholders, the Chair, or another member of the Pay Committee if the Chair is not available, shall attend the AGMs or those meetings where the agenda includes items related to the remuneration of the members of the administrative bodies and the Company's various committees.

It should be mentioned that the Remuneration Policy 2023 was approved in the AGM on 27 April 2023 by 99.41% of the votes in favour and 0.59% against.

Find more information at:

Remuneration Policy

Chapter 03. Report on Company Governance | Part I. Information on the Company's shareholder structure, organisation and governance | D. Remunerations

2-21 Annual total compensation ratio

The annual total compensation ratio for the highest paid employee versus the median salary for all other employees is 31:30. It should be noted that the highest paid employee did not get a raise during the period in question.

STRATEGY, POLICIES AND PRACTICES

2-22 Statement on sustainable development strategy

Message from the Chairman of the Board of Directors

Chapter 1.4.1.I Strategic approach to sustainability

2-23 Policy commitments

Chapter 1.4.1.I Strategic approach to sustainability

Chapter 1.4.2 Environmental information

Chapter 1.4.3.I Health and safety at work

Chapter 1.4.4.I Business conduct

The commitments set out and approved by the Board of Directors are applicable to all employees, subsidiaries, branches, delegations and offices representing Mota-Engil Group.

With a heavy international presence and aligned with a labour market which is no longer limited by national borders, MOTA-ENGIL takes into account the conventions and recommendations of the International Labour Organisation (ILO), which cover all matters related to labour, namely in the defence of the workers' rights, and are evident in all relationships with local governments and employer organisations.

Our policies and practices are also aligned with BCSD Business Council for Sustainable Development) Portugal's CEO Guide for Human Rights of, of which we are signatories, and in general we follow the "OECD Guidelines for Multinational Enterprises" and "OECD Due Diligence Guidance for Responsible Business Conduct". This responsibility and commitment are extended to the Group's practices on labour issues, investment policy, supply chain management, etc. The Third-Party Procedure sets out the guiding principles for due diligence (DD) of counterparties with which we establish business relations, including, in the context of enhanced DD, the scrutiny of incidents/reports in terms of sanctions, exclusions and verdicts, and also negative press stories, and which focus on social (including human rights), environmental and other topics.

Under our management system, we have an Integrated SHEQ (Safety, Health, Environment and Quality) Policy based on the legal, contractual and internal requirements of the Group and the law, in addition to considering sustainability requirements. In 2023 this policy was updated and publicised internally, having been approved by Mota-Engil's Board of Directors. The precautionary principle is included as the basis of the Integrated SHEQ Policy and the systems of corporate and Group company management, through which risks are identified and action plans defined to prevent and minimise the Group's impact on the environment.

It should be mentioned that our sustainability roadmap is an umbrella policy for various others, including human rights. Its goal is to standardise commitments and practices across the different Mota-Engil Group companies to create a set of company-wide guidelines.

Find more information at: Code of Ethics and Business Conduct, Integrity and Compliance Programme and SHEQ Policy.

2-24 Embedding policy commitments

Chapter 1.4.1.I Strategic approach to sustainability

Chapter 1.4.1.II Sustainability governance

Chapter 1.4.4.I Business conduct

Implementation of the commitments made at Board level is cascaded down to the corporate areas – in particular the areas of Sustainability, Safety, Health, Environment and Quality, Risk, Compliance, Human Resources Strategy, Procurement and Logistics, and Business Development & Innovation – and the business divisions, which are reported to a member of the Executive Committee. The corporate areas define the policies, procedures and rules applicable across the whole Group.

It should be mentioned that to implement the sustainability strategy and commitments, we also rely on Mota-Engil Group's Sustainability Committee and other levels of leadership – namely the Sustainability Ambassadors and the Leaders of the Sustainability Working Groups.

To implement our commitments and policies, communication, training and awareness are crucial. Policy commitments are communicated to our employees via a Work Order, the organisation's in-house portal and regular training, covering themes such as the promotion of human rights, occupational health and safety (OHS), environment, integrity and compliance. We also provide training to other workers, such as subcontractors, on OHS and the environment. The commitments included in the Code of Ethics and Business Conduct are also shared with our business partners at the start of the business relationship.

2-25 Processes to remediate negative impacts

Chapter 1.4.1.IV Mota-Engil Group stakeholders

Chapter 1.4.4.I Business conduct

We have various mechanisms set up to obtain opinions, concerns, complaints and suggestions from communities, clients, and other stakeholders. Each Group company has specific channels, within their management systems, for receiving, analysing and replying to complaints. This information is decentralised in each of our markets/companies. In addition, we have established a whistleblowing channel (see indicator 2-26).

Stemming from the assessment of alleged impacts and proving the grounds for a complaint, we provide or cooperate in the remediation of the negative impacts we may have caused or contributed to. This analysis is done case-by-case and is managed by the directors of the project to which the complaint relates. When signing contracts, third-party insurance is taken out to cover a wide range of liabilities, providing protection for various events.

2-26 Mechanisms for seeking advice and raising concerns

Chapter 1.4.4.I Business conduct

The Mota-Engil Group provides a support hotline for questions related to the Group's Integrity and Compliance Programme, which comprises the set of existing policies and procedures to prevent deviation from the principles and values set out in the Code of Ethics and Business Conduct. The support hotline is at [email protected] which is run by the Corporate Compliance Department.

The Whistleblowing Channel is Mota-Engil's confidential means to report, safely and secretly, any irregularities or practices seen that do not comply with the upright, ethical and transparent conduct expressed in our Code of Ethics and Business Conduct and based on our internal standards and the legislation applicable in the countries where we operate. Total confidentiality is guaranteed with regard to the information supplied, which is received and analysed solely and exclusively by an independent team directly linked to the company's supervisory body. Information and complaints can be submitted by filling in the e-form available on the Group's public website.

2-27 Compliance with laws and regulations

2023 2022
No. of significant occurrences of non-compliance with laws and
regulations during the reporting period
in which fines were issued
(above 3.000€)
58 46
cases of non-compliance with laws and regulations during
the reporting period
33 32
No. of fines paid during the reporting period relating to cases of non-compliance with laws and regulations during
earlier financial years
25 14
Amount of the fines paid during the reporting period (in euros) cases of non-compliance with laws and regulations during
the reporting period
331,575 € 271,664 €
relating to cases of non-compliance with laws and regulations during
earlier financial years
544,720 € 866,025 €

When reporting this indicator, significant occurrences of non-compliance with laws and regulations gave rise to fines of more than €3,000. It should be noted that the reporting method differs from the previous year, as it has undergone improvements, considering the information centrally available in the system. Therefore, 2022 data has been corrected to correspond to this new methodology. The report is based on the accounting records of the Mota Engil Group companies, which are supported by Mota Engil Global in the accounts relating to fines and penalties, with a case-by-case analysis of some markets (companies in Colombia and Côte d'Ivoire), converting the amounts recorded in the accounts to Euros at the average annual exchange rate.

Most of the non-conformities are the result of fines imposed as part of tax inspections or the result of non-compliance with the legal deadlines for submitting or paying tax obligations (Spanish and Colombian markets, respectively).

In general, these were one-off situations. However, whenever judged necessary, corrective measures were taken to avoid similar situations in the future.

2-28 Membership associations

Chapter 1.4.1.I Strategic approach to sustainability

Through its various companies, Mota-Engil is a member of sectoral associations, trade associations, business chambers and other bodies. It ensures it is represented in the sectors and business associations in the geographical market where it operates. Considering the diversity of the Group's business divisions and its involvement in myriad associations, as an overview only those most relevant to the area of sustainability are listed below.

Name of the Entity Scope Regards participation as
strategic
Sits on the governing
body
Participates in projects or
committees
APCE -
Associação Portuguesa de Comunicação de Empresa
EGF (Portugal)
APEB -
Associação Portuguesa das Empresas de Betão Pronto
Mota-Engil Engenharia e
Construção, SA
APEMETA –
Associação Portuguesa de Empresas de Tecnologias Ambientais
[Portuguese Association of Environmental Technology Companies]
EGF (Portugal)
APESB –
Associação Portuguesa de Engenharia Sanitária e Ambiental [Portuguese
Association of Sanitary and Environmental Engineering]
EGF (Portugal)
ASM –
Aliança para Promoção da Saúde Mental no Local de Trabalho [Alliance for
the Promotion of Mental Health in the Workplace]
Mota-Engil Group
AVALER –
Associação de Entidades de Valorização Energética de Resíduos Sólidos
Urbanos [Association of Urban Solid Waste Energy Recovery Organisations]
Valorsul (EGF, Portugal)
BCSD Portugal Mota-Engil Group
BRP Portugal Mota-Engil Group
BUILT CoLAB –
Digital Built Environment
Mota-Engil Group
CECOLAB –
Circular Economy
MEEC
CoLABOR -
Laboratório Colaborativo para o Trabalho, Emprego e Proteção Social
[Collaborative Laboratory for Labour, Employment and Social Protection]
Mota-Engil Group
COTEC Portugal Mota-Engil Group
GRACE –
Empresas Responsáveis
Mota-Engil Group
ISWA –
International Solid Waste Association
EGF (Portugal)
Smart Waste Portugal EGF (Portugal)

STAKEHOLDER ENGAGEMENT

2-29 Approach to stakeholder engagement

Chapter 1.4.1.IV Mota-Engil Group stakeholders

2-30 Collective bargaining agreements

2023 2022
Collective hiring
agreements
E&C
Europe
E&C
Africa
E&C
Latin
America
Environme
nt
MEXT Capital Holding
company
and
others
Mota
Engil
Group
Total
E&C
Europe
E&C
Africa
E&C
Latin
America
Environme
nt
MEXT Capital Holding
company
and
others
Mota
Engil
Group
Total
Percentage of
workers covered by
collective
bargaining
agreements (%)
74% 29% 35% 53% 0% 97% 0% 41% 73% 32% 25% 32% - 91% 0% 34%

Note: Bearing in mind the change to the Group's business divisions in 2022 and the lack of comparative data, it was decided not to include data for 2021.

GRI 3: MATERIAL TOPICS

Relating to the standard published in 2021

3-1 Process to determine material topics

Chapter 1.4.1.III Material topics

3-2 List of material topics

Chapter 1.4.1.III Material topics

Annex GRI content index

3-3 Management of material topics

Chapter 1.4.1.I Strategic approach to sustainability

Chapter 1.4.1.III Material topics

Each material topic, in its respective subchapters, presents information on its relevance to Mota-Engil and our stakeholders, as well as the approach followed – existing policies, commitments, responsibilities and other relevant information – which reflects the Group's form of management. In addition, it presents a selection of specific actions, such as projects, programmes and initiatives, undertaken at the corporate level and according to the regions where Mota-Engil operates, as a means of illustrating the implementation of its management in this area, enhancing the positive impacts and minimising the negative impacts, wherever applicable.

Mota-Engil Group conducts regular monitoring and assessment of the indicators associated with each topic. To assess the effectiveness of the form of management, we also rely on the audit results (internal and external), effectiveness of the measures taken to deal with risks and opportunities, feedback from stakeholders, benchmarking analysis and, whenever possible, external performance ratings.

TOPIC STANDARDS

GRI 200: ECONOMIC PERFORMANCE

GRI 201: ECONOMIC PERFORMANCE

Relating to the standard published in 2016

201-1 Direct economic value generated and distributed

(Thousands of Euros) 2023 2022 2021
I) Direct Economic Value Generated 5,671,667.08 3,929,158.86 2,678,360.59
Revenues (a) 5,671,667.08 3,929,158.86 2,678,360.59
II) Direct Economic Value Distributed
(Operating costs)
5,300,073.30 3,641,020.47 2,425,198.48
Expenses with financiers and shareholders (b) 344,156.90 211,152.58 151,960.54
Expenses with the State and other public entities (c) 146,146.67 80,120.34 84,517.28
Expenses on investments made in the community (d) 3,380.75 3,138.35 3,022.80
Personnel expenses (e) 906,463.58 677,950.55 563,586.40
Operating expenses (f) 3,899,925.40 2,668,658.65 1,622,111.47
III) Accumulated Economic Value (I-II) 371,593.78 288,138.39 253,162.11

Notes:

(a) Corresponds to the sum of the following headings/subheadings of the consolidated income statement by natures: (i) Sales and services rendered; (ii) Other operating income/(expenses) - Gains on disposal of tangible assets; (iii) Other operating income/(expenses) - Other income; and (iv) Financial income - Interest earned.

(b) Corresponds to the sum of the subheadings of the consolidated income statement by natures of (i) Financial expenses and losses - Interest expense; (ii) Financial expenses and losses - Interest expense - lease liabilities with the dividends paid in the year included in the consolidated cash flow statement.

(c) Corresponds to the sum of the following headings/subheadings of the consolidated income statement by natures: (i) Other operating income/(expenses) - Operating expenses and losses - Taxes; and (ii) Income tax - Current tax.

(d) Corresponds to the subheading of the consolidated income statement by natures: Other operating income/(expenses) - Operating expenses and losses - Donations. This heading does not include all the investments made in the community, in cases where they are operationally allocated to specific cost centres for local works.

(e) Corresponds to the item in the consolidated income statement by natures: Wages and salaries.

(f) Corresponds to the sum of the following headings/subheadings of the consolidated income statement by natures: (i) Cost of goods sold and materials consumed and changes in production; (ii) External supplies and services; (iii) Other operating income/(expenses) - Operating expenses and losses - Losses on disposal of tangible assets; (iv) Other operating income/(expenses) - Operating expenses and losses - Other expenses. Note: Due to an accounting adjustment involving one of the Group's companies, which belonged to the Capital segment, the figures for 2021 for Capital and the holding company, were changed compared to the previous report.

202-1 Ratios of standard entry level wage by gender compared to local minimum wage

With regard to the percentage of the workforce receiving the national minimum wage, and since not all countries have this concept, it is only calculated for markets where there is a defined national minimum wage.

Percentage of employees receiving the local minimum wage (%) 2023 2022 2021
South Africa Men 0.0% 0.0% -
Women 0.0% 0.0% -
Subtotal 0,0% 0,0% -
Men 0.0% 24.8% 10.8%
Angola Women 0.0% 53.4% 20.6%
Subtotal 0.0% 27.4% 11.6%
Men 0.0% 0.0% -
Argentina Women - - -
Subtotal 0.0% 0.0% -
Men 9.9% 0.0% -
Brazil Women 21.8% 0.0% -
Subtotal 11.7% 0.0% -
Men 0.0% 0.0% -
Cameroon Women 0.0% 0.0% -
Subtotal 0.0% 0.0% -
Men 36.8% 0.0% 33.3%
Colombia Women 12.3% 0.0% 27.4%
Subtotal 29.2% 0.0% 31.5%
Men 0.0% 0.0% -
Cote d'Ivoire Women 0.0% 0.0% -
Subtotal 0.0% 0.0% -
Ghana Men 0.0% 0.0% -
Women 0.0% 0.0% -
Subtotal 0.0% 0.0% -
Men 0.0% 0.0% -
Guinea Women 0.0% 0.0% -
Subtotal 0.0% 0.0% -
Hungary Men 0.0% 0.0% -
Women - - -
Subtotal 0.0% 0.0% -
Men 0.0% 0.4% -
Malawi Women 0.0% 0.0% -
Subtotal 0.0% 0.3% -
Men 0.0% 0.0% -
Mali Women - 0.0% -
Subtotal 0.0% 0.0% -
Men 0.0% 0.0% 0.0%
Mexico Women 1.3% 0.2% 0.9%
Subtotal 0.2% 0.0% 0.2%
Mozambique Men 20.1% 0.0% 0.4%
Women 25.4% 0.0% 0.0%
Subtotal 20.5% 0.0% 0.3%
Men 0.0% 0.0% -
Nigeria Women 0.0% 0.0% -
Subtotal 0.0% 0.0% -
Men 0.0% 0.0% -
Oman Women 0.0% 0.0% -
Subtotal 0.0% 0.0% -
Men 0.0% 0.0% -
Panama Women 0.0% 0.0% -
Subtotal 0.0% 0.0% -
Paraguay Men 33.3% 0.0% -
Women 0.0% 0.0% -
Subtotal 25.0% 0.0% -
Men 0.0% 0.0% -
Peru Women 0.0% 0.0% -
Subtotal 0.0% 0.0% -
Poland Men 0.0% 0.0% 1.3%
Women 0.0% 0.0% 4.8%
Subtotal 0.0% 0.0% 2.1%
Men 11.4% 14.0% 11.6%
Portugal Women 7.7% 10.3% 10.2%
Subtotal 10.8% 13.4% 11.4%
Men 0.0% 0.0% -
Kenya Women 0.0% 0.0% -
Subtotal 0.0% 0.0% -
Men 0.0% 0.0% -
Dominican Republic. Women 20.0% 0.0% -
Subtotal 10.0% 0.0% -
Men 0.0% 0.1% -
Rwanda Women 0.0% 0.0% -
Subtotal 0.0% 0.0% -
Men 0.0% 0.3% -
Uganda Women 0.0% 0.0% -
Subtotal 0.0% 0.2% -
Men 0.0% 0.0% -
Zimbabwe Women 0.0% 0.0% -
Subtotal 0.0% 0.0% -
Czech Republic. Men 0.0% 0.0% -
Women - - -
Subtotal 0.0% 0.0% -
Men 4.8% 5.8% 4.0%
Total Women 6.7% 7.0% 4.8%
Total 5.1% 6.0% 4.1%

Note: The data reports to the number of existing workers as at 31 December. This also includes countries where the Group has no active projects but maintains employees.

202-2 Proportion of senior management hired from the local community

Note 1: This indicator was reported for the first time in 2022, which is why no historical data is presented.

Note 2: The definition of senior management positions is in line with career mapping and the degree of responsibility.

Geography 2023 2022
South Africa 0% 100%
Angola 13% 11%
Brazil 46% 36%
Colombia 0% 0%
Cote d'Ivoire 0% 33%
Ghana 0% 0%
Guinea 0% 0%
Malawi 50% 50%
Mexico 20% 40%
Mozambique 14% 13%
Nigeria 14% 17%
Panama 0% 0%
Paraguay 0% 0%
Peru 29% 29%
Poland 94% 94%
Portugal 93% 95%
Kenya 0% 0%
Rwanda 0% 0%
Uganda 0% 0%
Total 65% 68%

Relating to the standard published in 2016

204-1 Proportion of spending on local suppliers

Chapter 1.4.4.II Supplier chain

Expenses with local suppliers 2023 2022 2021
Local suppliers (%) 88 82 86

Note 1: "Local" expense means any purchase made in the country in which the material and/or service is applied and/or incorporated into projects in that country. Corresponds to the amount of purchase orders placed with local suppliers in relation to the total value of purchase orders in the Engineering and Construction business area.

Note 2: The basis for calculating this indicator are suppliers in the E&C business area in Europe, Africa and South America whose orders/purchase requests have been recorded in SAP.

GRI 205: ANTI-CORRUPTION

Relating to the standard published in 2016

205-1 Operations assessed for risks related to corruption

No corruption risk assessments were carried out in 2023. In 2024, the assessment will be supported by the Enterprise Risk Register.

205-2 Communication and training about anti-corruption policies and procedures

Chapter 1.4.4.I Business conduct

Communication of 2023 2022 2021
Anti-Corruption
Policies –
Employees
No. of employees
who were
notified
Total no. of
employees
% No. of employees
who were notified
Total no. of
employees
% No. of employees
who were notified
Total no. of
employees
%
Administration/Tec
hnical and
Management
Department
82 275 30 173 257 67 225 247 91
Specialists and
Coordinators
357 1,434 25 744 1,248 60 1,072 1,147 93
Supervisory and
Technical
976 5,743 17 806 4,577 18 3,064 3,908 78
Operating and
Support
611 45,888 1 3,735 37,955 10 4,861 33,272 15
Total 2,026 53,340 4 5,458 44,037 12 9,222 38,574 24
Communication of 2023 2022 2021
the Anti-Corruption
Policies –
Business
partners
No. of partners
who were
notified
Total no. of
partners
% No. of partners
who were notified
Total no. of
partners
% No. of partners
who were notified
Total no. of
partners
%
Suppliers 1,245 1,479 84 828 1,370 60 686 1,119 61
Customers 38 84 45 14 74 19 5 12 42
Partners 31 35 89 22 69 32 7 31 23
Total 1,314 1,598 82 864 1,513 57 698 1,162 60

Note: Number of third parties registered on the third-party assessment platform who have successfully submitted the questionnaire certifying that they have read, understood and agreed to adhere to the Mota-Engil Group's Code of Ethics and Business Conduct.

205-3 Confirmed incidents of corruption and actions taken

Chapter 1.4.4.I Business conduct

2023 2022 2021
Total number of incidents of corruption confirmed 4 4 5
Total number of incidents confirmed in which workers were dismissed or subject to disciplinary proceedings
due to corruption
0 3 5
Total number of confirmed incidents of resolution or non-renewal of contracts with business partners due to
infringement caused by corruption
0 0 0

GRI 206: ANTI-COMPETITIVE BEHAVIOR

Relating to the standard published in 2016

206-1 Legal actions for anti-competitive behavior, anti-trust, and monopoly practices

Chapter 1.4.4.I Business conduct

2023
Total no. of lawsuits pending or that have already received a court verdict, and which concern the
organisation
0

Note: The GRI 206-1 indicator was reported on for the first time in 2023 after the insertion of the material subject "Anti-competitive behaviour", which explains why no historical data is included.

ENVIRONMENTAL PERFORMANCE

GRI 301: MATERIALS

Relating to the standard published in 2016

301-1 Materials used by weight or volume

Chapter 1.4.2.IV Use of resources and the circular economy

2023 2022 2021
Materials (tons) Non-Renewable
Materials
Renewable Materials Non-Renewable
Materials
Renewable Materials Non-Renewable
Materials
Renewable Materials
E&C Europe 6,548,719 1,024 3,376,816 872 3,686,226 1,558
E&C Africa 3,568,645 5,635 2,718,386 3,836 2,913,543 2,059
E&C Latin America 12,966,203 47,097 21,228,494 764 3,458,354 1,478
Environment 199,612 42,045 109,453 85,413 59,974 49,211
MEXT 2 0 - - - -
Capital 40,475 36 57,134 463 93,247 552
Holding company and other 0 0 - - - -
Mota-Engil Group Total 23,323,656 95,836 27,490,331 91,348 10,211,584 54,858

Note 1: Historical figures are subject to updates where relevant (see GRI 2-4).

Note 2: It has not yet been possible to report all of the holding company's information. However, it should be noted that this information is considered non-material.

Note 3: The most significant non-renewable materials in the group are stone aggregates and hydraulic concrete. The most significant renewable material in the group is wood.

Note 4: The materials in question are those which are (financially) material and that can currently be monitored by weight or volume. Therefore, parts and accessories associated with maintaining and repairing equipment, tools, electrical, electromechanical and hydraulic material, waterproofing geotextiles and canvases, lightweight pre-fabricated concrete products, and protective and safety materials, among others, are excluded.

GRI 302: ENERGY

Relating to the standard published in 2016

302-1 Energy consumption within the organization

Chapter 1.4.2.II Climate change

2023
Energy (GJ) E&C Europe E&C Africa E&C Latin
America
Environment MEXT Capital Holding company
and otherS
Mota-Engil
Group Total
ENERGY CONSUMED
Total energy consumed 795,911 2,104,693 2,776,209 1,811,861 5,924 64,180 7,530 7,566,309
Consumption of non
renewable fuels
720,131 2,051,537 2,753,708 1,455,385 829 62,806 4,341 7,048,736
Consumption of renewable
fuels
0 0 3,529 582 0 0 0 4,111
Consumption of self
generated energy (solar and
waste management)
1,211 375 4,757 110,607 0 44 0 116,995
Consumption of purchased
electricity
74,569 52,782 14,215 245,287 5,095 1,330 3,190 396,467
ENERGY SOLD
Sale of self-generated energy 319 0 2,410,595 1,359,346 0 0 0 3,770,260
2022
Energy (GJ) E&C Europe E&C Africa E&C Latin
America
Environment MEXT Capital Holding company
and others
Mota-Engil
Group Total
ENERGY CONSUMED
Total energy consumed 769,046 2,088,623 1,294,585 2,001,947 - 62,468 5,580 6,226,544
Consumption of non
renewable fuels
696,906 2,030,865 1,278,698 1,630,471 - 58,435 3,792 5,699,510
Consumption of renewable
fuels
0 0 240 437 - 0 0 676
Consumption of self
generated energy (solar and
waste management)
776 0 782 132,903 - 39 0 134,500
Consumption of purchased
electricity
71,364 57,758 14,865 238,135 - 3,993 1,787 391,857
ENERGY SOLD
Sale of self-generated energy 127 0 0 1,461,216 - 0 0 1,461,343
2021
Energy (GJ) E&C Europe E&C Africa E&C Latin
America
Environment MEXT Capital Holding company
and others
Mota-Engil
Group Total
ENERGY CONSUMED
Total energy consumed 867,579 1,539,949 1,000,132 1
872,513
- 148,503 4,855 5,439,415
Consumption of non
renewable fuels
790,610 1,468,275 987,992 1,502,989 - 144,879 3,204 4,898,124
Consumption of renewable
fuels
0 0 1,285 614 - 0 0 1,899
Consumption of self
generated energy (solar and
waste management)
434 0 308 174,130 - 43 0 174,915
Consumption of purchased
electricity
76,535 71,674 10,547 194,780 - 3,581 1,651 364,477
ENERGY SOLD
Sale of self-generated energy 74 0 0 1,826,179 - 31,238 0 1,857,491

Note 1: Historical figures are subject to updates where relevant (see GRI 2-4).

Note 2: From 2023 the sale of energy from Generadora Fénix, part of E&C Latin America, has been included.

Note 3: In the holding company and others, the indicators include office consumption (propane gas and electricity) and car fleet consumption (diesel and petrol) associated with Mota-Engil SPGS and Mota-Engil Global (MESP).

Note 4: Does not include energy data from industrial engineering service contracts for mining clients whose consumption is assumed by the clients.

302-3 Energy intensity

Chapter 1.4.2.II Climate change

Energy intensity by turnover
(GJ/milhares de euros)
2023 2022 2021
E&C Europe 1.3 1.6 1.7
E&C Africa 1.6 1.8 1.9
E&C Latin America 1.1 1.0 2.2
Environment 3.1 3.6 4.2
MEXT 0.3 0.2 0.2
Capital 1.0 1.1 5.2
Holding company and others - - -
Mota-Engil Group Total 1.5 1.7 2.4

Note 1: Holding company data is not presented as it is immaterial in terms of consumption. However, this data is included in the Group total.

GRI 303: WATER AND EFFLUENTS

Referring to the standard published in 2018

303-1 Interactions with water as a shared resource

Chapter 1.4.2.III Water

Water management in the Mota-Engil Group is determined by the fulfilment of existing legal requirements, by the establishment of objectives for specific projects, by the significance of the impacts and according to the environmental management systems of each company. Water management is determined according to the nature of the project. Especially in projects with more demanding external requirements, the project teams draw up erosion and sedimentation control plans, as well as water conservation plans in conjunction with public bodies and, where applicable, local stakeholders. These plans assess environmental conditions, the potential volume of water that needs to be collected, available sources, legislation in force, including obligations to landowners, and monitoring measures. The Group is committed to sensitising its employees and subcontractors with a view to reducing water consumption and installing water-saving devices in facilities with high water consumption, as well as rainwater reuse solutions (where feasible).

It is important to emphasise the important role that Mota-Engil ATIV plays with clients in the services rendered - through the installation of measurement and control zones to combat water losses or through the development and application of innovative technology to increase water efficiency in green spaces, among others - with an impact on the respective value chain.

303-2 Management of water discharge related impacts

Through the companies and their environmental management systems, the aim is to ensure that the wastewater discharged complies with the specifications of the respective discharge licences (where applicable), local legal requirements and good environmental practices.

303-3 Water withdrawal

Chapter 1.4.2.III Water

2023
Water collection (m3
)
Surface water Ground water Water acquired from third
parties
Total water withdrawn
E&C Europe 79,769 107,130 106,670 293,570
E&C Africa 399,555 412,254 186,263 998,072
E&C Latin America 2,230,105 11,812 4,117,955 6,359,872
Environment 7,901 391,497 314,121 713,518
MEXT 0 0 11,860 11,860
Capital 0 0 6,425 6,425
Holding company and others 0 0 2,482 2,482
Mota-Engil Group Total 2,717,330 922,692 4,745,775 8,385,798
2022
Water withdrawal (m3
)
Surface water Ground water Water acquired from third
parties
Total water withdrawn
E&C Europe 54,380 114,696 87,214 256,290
E&C Africa 211,999 352,694 312,929 877,622
E&C Latin America 988,532 21,984 182,340 1,192,856
Environment 1,121 453,691 308,524 763,335
MEXT - - - -
Capital 0 8,280 15,264 23,544
Holding company and others 0 0 1,971 1,971
Mota-Engil Group Total 1,256,031 951,345 919,058 3,126,433
2021
Water withdrawal (m3
)
Surface water Ground water Water acquired from third
parties
Total water withdrawn
E&C Europe 12,562 121,462 87,325 221,349
E&C Africa 218,558 92,306 273,271 584,135
E&C Latin America 375,246 38,450 86,697 500,394
Environment 5,665 465,916 327,017 798,598
MEXT - - - -
Capital 0 8,280 6,565 14,845
Holding company and others 0 0 1,698 1,698
Mota-Engil Group Total 612,032 726,413 790,525 2,128,970

Note 1: Historical figures are subject to updates where relevant (see GRI 2-4).

Note 2: The quantities reported relate to water collection resulting from the operations of Group companies.

Note 3: The above figures for surface water do not include water abstracted from the River Tagus to cool the water-steam circuit at Valorsul's Energy Recovery Plant (Portugal), which is returned in its entirety to the water environment, duly monitored and controlled.

Note 4: The source "water purchased from third parties" comprehends the supply of water by municipal managing entities.

GRI 304: BIODIVERSITY

Relating to the standard published in 2016

304-1 Operational sites owned, leased, managed in, or adjacent to, protected areas and areas of high biodiversity value outside protected areas

Most of MOTA-ENGIL's operating facilities are not located in protected areas or in areas of a high index of biodiversity outside the protected areas. Except for some EGF facilities (in the waste management area) and the CAPSFIL company (in Portugal):

  • -Valorsul is situated next to the Tagus Estuary Special Protection Zone, established under the Birds Directive, and essentially intended to ensure the conservation of the species of birds and their habitats;
  • -In the case of Algar, the Sotavento Sanitary Landfill is located in the parish of Salir, municipality of Loulé, and is integrated into the following areas comprising the Regional Structure of Environmental Protection and Recovery (ERPVA - Estrutura Regional de Proteção e Valorização Ambiental): Site of Community Importance Caldeirão (PTCON0057) and Special Protection Zone Caldeirão (with the same code), of Rede Natura 2000 (RN2000), and also in the Damp Area with conversational international interest (Ramsar Convention), Vascão Creek.

304-2 Significant impacts of activities, products and services on biodiversity

Valorsul and its environmental monitoring programmes, which have been carried out continuously since 1999, have been established with independent and reputable entities, including research institutes and universities throughout the country. Although there is no monitoring programme established by law, Valorsul considered it important to monitor the surroundings of the company's facilities, taking into account its location next to the Tagus estuary and the fact that it was the first Energy Recovery Plant to start up in the country. These programmes include the assessment of air quality, water quality and sediments, terrestrial and estuarine ecosystems, among others, and aim to measure the environmental impacts surrounding the company's facilities. Over the last almost 20 years of collecting and analysing data on the environmental parameters of the region surrounding the Plant, the results are positive and consistent: the Plant's activity does not reveal any negative impacts on the environmental quality of the surroundings.

It should be emphasised that Mota Engil Engenharia e Construção (MEEC) seeks to continuously improve its environmental performance by mitigating various types of environmental impacts at a local level, through various means, such as, improving the control of polluting emissions, water conservation and management, quarry rehabilitation and biodiversity management, among others. The Group believes that biodiversity is the core of any ecosystem and, by promoting and supporting the protection of biodiversity and areas of high conservation value, it hopes to contribute to their resilience, in line with the United Nations' SDG 15 (Protect, restore and promote sustainable use of terrestrial ecosystems). In the projects in which the company participates and which are subject to environmental impact assessment and monitoring, the mitigation hierarchy (avoid, minimise, restore and compensate) is applied in the areas in which it operates that have biodiversity that is relevant at national level.

Mota Engil ATIV's actions in the field of providing services for biodiversity should also be mentioned, due to the positive impacts of its activity.

CTRSU programmes (Valorsul's energy recovery) established within the scope of biodiversity:

  • Water and sediment quality
  • Annual monitoring and assessment of the environmental quality of the surroundings of the Energy Recovery Plant (CVE);
  • Assessment of the thermal impact generated by the Cooling Water Circuit (CAR) in the adjacent estuary area. Terrestrial and estuarine ecosystems
  • Annual biological monitoring of the terrestrial environment epiphytic flora, birds and estuarine environment phytoplankton, macroinvertebrates and ichthyofauna.

GRI 305: EMISSIONS

Relating to the standard published in 2016

305-1 Direct (Scope 1) GHG emissions

Chapter 1.4.2.II Climate change

2023
Emissions (tCO2e) E&C Europe E&C Africa E&C Latin
America
Environment MEXT Capital Holding company
and others
Mota-Engil
Group Total
Scope 1 -
Direct GHG Emissions
Total Scope 1 -
Direct GHG
Emissions
59,207 169,729 207,429 2,055,235 86 4,763 477 2,496,926
Fuel consumption 59,176 157,209 206,304 106,195 86 4,763 477 534,210
Fluorinated gas leaks 31 12,520 1,125 783 0 0 0 14,459
Waste treatment 0 0 0 1,948,256 0 0 0 1,948,256
2022
Emissions (tCO2e) E&C Europe E&C Africa E&C Latin
America
Environment MEXT Capital Holding company
and others
Mota-Engil
Group Total
Scope 1 -
Direct GHG Emissions
Total Scope 1 -
Direct GHG
Emissions
56,929 166,640 94,197 1,954,513 - 4,453 419 2,277,176
Fuel consumption 56,929 154,219 94,197 116,349 - 4,453 419 426,591
Fluorinated gas leaks 0 12,421 0 1,463 - 0 0 13,884
Waste treatment 0 0 0 1,836,701 - 0 0 1,836,701
2021
Emissions (tCO2e) E&C Europe E&C Africa E&C Latin
America
Environment MEXT Capital Holding company
and others
Mota-Engil
Group Total
Scope 1 -
Direct GHG Emissions
Total Scope 1 -
Direct GHG
Emissions
66,391 117,244 73,137 1,824,905 - 8,876 379 2,090,946
Fuel consumption 66,332 111,102 73,137 108,025 - 8,875 354 367,838
Fluorinated gas leaks 59 6,142 0 1,085 - 2 24 7,314
Waste treatment 0 0 0 1,715,795 - 0 0 1,715,795

Note 1: Historical figures are subject to updates where relevant (see GRI 2-4). It should be noted that Mota-Engil is committed to continuously improving its methodologies for calculating GHG emissions, endeavouring to carry out an increasingly complete, robust and comprehensive calculation. Whenever possible, these changes are also made to the historical record, in order to maintain the comparability of the figures. It should be noted that Takargo, which was part of Capital, has been removed from previous years, as the company no longer belongs to the Mota-Engil Group.

The calculation of GHG emissions was refined in line with the best international reporting practices, with a focus on the GHG Protocol. GHG emissions are considered in addition to carbon dioxide (CO2), such as methane (CH4), nitrous oxide (N2O), fluorinated greenhouse gas (R-410A), among others. The different GHGs are converted into a single unit, carbon dioxide equivalent (CO2e), through the Global Warming Potential (GWP) of each GHG. We chose the 100-year GWP according to the IPCC Fifth Assessment Report (5AR).

Scope 1 emissions, namely direct GHG emissions from the Group's operations, include GHG emissions from mobile fleet fuels and fixed equipment, fluorinated gas leaks and waste treatment. Waste treatment is included in scope 1 GHG emissions, under the physical/chemical processing subcategory of the GHG Protocol (for more information, see appendix D of the GHG Protocol, waste sector). It should be noted that GHG emissions from fuels were calculated on the basis of the fuels reported in GRI 302-1 (please refer to the associated notes). Emissions relating to fluorinated gas leaks were also included, taking into account the quantity of gases purchased to recharge existing equipment. Finally, waste treatment includes emissions associated with the waste management process of companies with landfill, incinerator or biological treatment management. The calculations of these emissions are the result of estimates, such as diffuse methane emissions generated in landfills, and direct measurements made in the motor-generators of the energy production centres of landfills and anaerobic digestions. It should be noted that Suma PT's GHG emissions, in scope 1, associated with landfill management, only include emissions from Triaza. Suma PT's other landfill management companies are not under the Group's operational control or are in the process of being sold. It should also be noted that EcoVision's GHG emissions were also not reported as they are not within the Group's operational control.

CO2 emissions of biogenic origin are not included in scope 1. These essentially represent emissions associated with waste treatment, but also with the consumption of biofuels (597,710 tCO2 in 2023, 868,311 tCO2in 2022 and 792,996 tCO2 in 2021). This information for 2023 does not include the Triaza landfill.

305-2 Energy indirect (Scope 2) GHG emissions resulting from purchased energy

Chapter 1.4.2.II Climate change

2023
Emissions (tCO2e) E&C Europe E&C Africa E&C Latin
America
Environment MEXT Capital Holding company
and others
Mota-Engil Group
Total
Scope 2 -
Indirect GHG emissions
Electricity purchase 5,813 5,554 1,104 9,862 194 51 121 22,698
(location-based method)
Electricity purchase 5,834 5,514 1,061 11,584 250 52 150 24,445
(marked-based method)
2022
Emissions (tCO2e) E&C Europe E&C Africa E&C Latin
America
Environment MEXT Capital Holding company
and others
Mota-Engil Group
Total
Scope 2 -
Indirect GHG emissions
Electricity purchase 5,484 5,419 1,924 9,142 - 149 67 22,347
(location-based method)
Electricity purchase 6,306 5,425 1,924 12,821 - 228 99 27,085
(marked-based method)
2021
Emissions (tCO2e) E&C Europe E&C Africa E&C Latin
America
Environment MEXT Capital Holding company
and others
Mota-Engil Group
Total
Scope 2 -
Indirect GHG emissions
Electricity purchase 5,973 7,723 1,315 7,804 - 133 61 23,236
(location-based method)
Electricity purchase 7,785 7,729 1,315 10,688 - 211 92 28,215
(marked-based method)

Note 1: Historical figures are subject to updates where relevant (see GRI 2-4). It should be noted that Mota-Engil is committed to continuously improving its methodologies for calculating GHG emissions, endeavouring to carry out an increasingly complete, robust and comprehensive calculation. Whenever possible, these changes are also made to the historical record, in order to maintain the comparability of the figures. It should be noted that Takargo, which was part of Capital, has been removed from previous years, as the company no longer belongs to the Mota-Engil Group.

The calculation of GHG emissions was refined in line with the best international reporting practices, with a focus on the GHG Protocol. Scope 2 includes GHG emissions from the production of electricity purchased by the Group (see notes GRI 302-1) and were calculated according to the location-based and market-based methodologies. Only public emission factors were used, although it was sometimes necessary to make some assumptions and simplify calculations due to lack of available information. For example, whenever it was not possible to obtain a market-based emission factor, it was assumed that its value would be the same as the location-based one. To calculate GHG emissions according to the location-based methodology, national emission factors were considered whenever possible, but also global sources of information such as IRENA - International Renewable Energy Agency, Statistical Profiles, 2022 Dominicana and IGES - Institute for Global Environmental Strategies.

305-3 Other indirect (Scope 3) GHG emissions

Chapter 1.4.2.II Climate change

2023
Emissions (tCO2e) E&C Europe E&C Africa E&C Latin
America
Environment MEXT Capital Holding company
and others
Mota-Engil
Group Total
Scope 3 -
Other Indirect GHG Emissions
Total Scope 3 -
Other
259,189 445,840 726,267 51,000 106 2,233 126 1,484,761
Indirect GHG Emissions
Category 1: Purchase of 244,788 409,552 680,072 23,727 5 1,193 0 1,359,337
products
Category 3: Fuel and energy 14,401 36,288 46,195 27,273 101 1,040 126 125,424
related activities not
included in scope 1 and 2
2022
Emissions (tCO2e) E&C Europe E&C Africa E&C Latin
America
Environment MEXT Capital Holding company
and others
Mota-Engil
Group Total
Scope 3 -
Other Indirect GHG Emissions
Total Scope 3 -
Other
191,562 407,246 915,071 55,072 - 2,453 91 1,571,573
Indirect GHG Emissions
Category 1: Purchase of 177,657 369,314 893,573 26,767 - 1,461 0 1,468,772
products
Category 3: Fuel and energy 13,905 37,932 21,498 28,304 - 992 91 102,801
related activities not
included in scope 1 and 2
2021
Emissions (tCO2e) E&C Europe E&C Africa E&C Latin
America
Environment MEXT Capital Holding company
and others
Mota-Engil
Group Total
Scope 3 -
Other Indirect GHG Emissions
Total Scope 3 -
Other
397,906 228,432 243,750 43,975 - 4,774 78 919,021
Indirect GHG Emissions
Category 1
: Purchase of
381,714 197,774 227,122 18,425 - 2,981 0 828,017
products
Category 3
: Fuel and energy
16,192 30,658 16,628 25,550 - 1,793 78 91,004
related activities not
included in scope 1 and 2

Nota 1: Historical figures are subject to updates where relevant (see GRI 2-4). It should be noted that Mota-Engil Improvement is committed to continuously improving its methodologies for calculating GHG emissions, endeavouring to carry out an increasingly complete, robust and comprehensive calculation. Whenever possible, these changes are also made to the historical record, in order to maintain the comparability of the figures. It should be noted that Takargo, which was part of Capital, has been removed from previous years, as the company no longer belongs to the Mota-Engil Group.

The calculation of GHG emissions was refined in line with the best international reporting practices, with a focus on the GHG Protocol. Scope 3 emissions refer to indirect GHG emissions from the Group's value chain. In category 1, GHG emissions associated with the production of purchased products were estimated (please refer to methodological notes GRI 301-1). In category 3, GHG emissions from fuel and energy-related activities not included in scope 1 and 2 were estimated, using the same activity data as in scope 1 and 2 to carry out this calculation, associated with GHG emissions upstream of the purchase of fuel and electricity and also losses in the electricity distribution network. The category of use of products sold was excluded from the calculation, as it is outside the scope of the report. The remaining categories in scope 3 were assumed to be immaterial or not applicable.

To calculate the indirect GHG emissions associated with categories 1 and 3 in scope 3, one of the main sources of information on GHG emission factors is DEFRA - Department for Environment, Food & Rural Affairs, UK Government GHG Conversion Factors for Company Reporting.

305-4 GHG emissions intensity

Chapter 1.4.2.II Climate change

2023
GHG emissions intensity
(tCO2e/thousand euros)
E&C Europe E&C Africa E&C Latin
America
Environment MEXT Capital Holding
company and
others
Mota-Engil
Group Total
Scope 1 by turnover 0.10 0.13 0.08 3.56 0.00 0.08 - 0.49
Scope 2 by turnover 0.01 0.00 0.00 0.02 0.01 0.00 - 0.00
Total (Scope 1 + 2) by turnover 0.11 0.14 0.08 3.58 0.01 0.08 - 0.49
Scope 3 by turnover 0.43 0.35 0.28 0.09 0.01 0.04 - 0.29
Total (Scope 1, 2 and 3) by turnover 0.54 0.48 0.36 3.67 0.02 0.12 - 0.78
2022
GHG emissions intensity
(tCO2e/thousand euros)
E&C Europe E&C Africa E&C Latin
America
Environment MEXT Capital Holding
company and
others
Mota-Engil
Group Total
Scope 1 by turnover 0.12 0.14 0.07 3.52 - 0.08 - 0,63
Scope 2 by turnover 0.01 0.00 0.00 0.02 - 0.00 - 0,01
Total (Scope 1 + 2) by turnover 0.13 0.15 0.07 3.53 - 0.08 - 0,64
Scope 3 by turnover 0.40 0.35 0.69 0.10 - 0.04 - 0,44
Total (Scope 1, 2 and 3) by turnover 0.53 0.50 0.76 3.63 - 0.13 - 1.08
2021
GHG emissions intensity
(tCO2e/thousand euros)
E&C Europe E&C Africa E&C Latin
America
Environment MEXT Capital Holding
company and
others
Mota-Engil
Group Total
Scope 1 by turnover 0.13 0.14 0.16 4.14 - 0.31 - 0.91
Scope 2 by turnover 0.01 0.01 0.00 0.02 - 0.00 - 0.01
Total (Scope 1 + 2) by turnover 0.14 0.15 0.16 4.15 - 0.32 - 0.92
Scope 3 by turnover 0.76 0.28 0.53 0.10 - 0.17 - 0.40
Total (Scope 1, 2 and 3) by turnover 0.89 0.43 0.70 4.25 - 0.49 - 1.32

Note 1: The numerator value corresponds to the total of scope 1, 2 and 3 GHG emissions calculated above.

Note 2: The nominal value considered was as aligned as possible with the nominal value reported in the Annual Consolidated Report & Accounts, excluding companies whose existing environmental information could not be collected.

Note 3: Holding company data is not presented as it is immaterial in terms of consumption. Nevertheless, this data is included in the Group total.

305-5 Reduction of GHG emissions

Chapter 1.4.2.II Climate change

Although in general an increase in GHG emissions was identified at Group level, several reduction initiatives were carried out during the reporting period. It should be noted that a climate action plan is being developed, which will make it possible to structure, implement and monitor the reduction of emissions in a systematic way.

305-7 Nitrogen oxides (NOx), sulphur oxides (SOx), and other significant air emissions

Atmospheric emissions (tonnes) 2023 2022 2021
Nitrogen oxides (NOx) 678.6 779 826.8
Sulfur oxides (SOx) 56.0 35 36.8
Volatile Organic Compounds (VOC) 73.4 110 156.3
Toxic pollutants (HAP) 0.0 0 0.3
Particles with a diameter of less than 10 μm PM10) 11.3 10 4.1
Carbon monoxide (CO) 24.8 264 339.9
Hydrogen sulfide (H2S) 0.0 0.0 0.2
Volatile Organic Non-Methane Compounds (VONMC) 139.2 24.0 22.3

Note: The data indicated refers to emissions resulting from direct measurements at motor-generators (landfill and anaerobic digestion energy production centres), burners at anaerobic digestion facilities, Valorsul's Energy Recovery Plant and exhaust air treatment biofilters located in Portugal.

With regard to other atmospheric pollutants, these refer to emissions resulting from the activities of waste companies as a result of their services rendered, particularly those of EGF (Portugal) which, as a result of the energy recovery process, has continuous monitoring of atmospheric emissions. In these cases, emission control/treatment and monitoring measures have been implemented in accordance with the conditions defined in the respective licences and in compliance with the applicable legislation. It should be noted, for example, that in the case of the Energy Recovery Plant, and over the last almost 20 years of collecting and analysing data on the environmental parameters of the region surrounding the plant, in studies conducted whenever possible by independent entities, the results have been positive and consistent, demonstrating that the plant's activity has no negative impact on the environmental quality of its surroundings.

Other sources of atmospheric emissions associated with the Group's activities are essentially controlled by spot monitoring (in accordance with current legislation) and are therefore not considered to be significant emissions - e.g. boilers in buildings, chimneys in workshops at construction sites and in bituminous mixtures.

GRI 306: WASTE

Relating to the standard published in 2020

306-1 Waste generation and significant waste-related impacts

Chapter 1.4.2.IV Use of resources and the circular economy

A significant proportion of the waste generated comes from the construction business area. Each of the companies manages its waste, complying with the regulations in force in each country, particularly with regard to registration, temporary storage, delivery for transport and appropriate treatment.

The Mota-Engil Group endeavours to ensure an appropriate final destination for its waste, with an emphasis on recovery operations, for which a corporate strategic objective has been defined within the scope of the 2022-2026 Strategic Plan - "BUILDING 26 | For a sustainable future". However, it is important to emphasise that the possibility of forwarding for recovery depends not only on the characteristics of the waste produced, but also on the existing infrastructures in the regions where the Group operates - a factor that is sometimes limiting.

In addition to the production of waste resulting from its various activities, the Group plays an important role in minimising the environmental impacts associated with this waste - in the geographical areas where its waste management companies operate.

Since the Mota-Engil Group has very diverse business units, these cannot be represented in a single flowchart, which is why the process flow of the inputs, activities and outputs that cause or could cause significant impacts related to waste is not presented.

306-2 Management of significant waste-related impacts

Chapter 1.4.2.IV Use of resources and the circular economy

The waste generated is managed in accordance with the regulations of each country in which the Mota-Engil Group operates, in terms of its registration, temporary storage, delivery for transport and forwarding to its final destination. The Group is committed to raising the awareness of its employees (internal and subcontracted) to minimise the generation of waste as a result of its activity.

Mota-Engil's strategic guideline for waste management, within the scope of the Strategic Plan - "BUILDING 26 | For a sustainable future", is to achieve 80% of waste recovered by 2030, including preparation for reuse (checking, cleaning or repair operations), recycling and other recovery operations (in the context of waste reporting, recovery operations do not include energy recovery).

To reduce the amount of waste generated, Mota-Engil acts preventively, promoting measures to ensure the efficient use of materials in its activities and encouraging recycling and circularity. It endeavours to select materials with less environmental impact and has established a working group dedicated to circularity. In addition, it promotes innovation by integrating and participating in collaborative laboratories in its areas of activity, with the aim of improving the efficiency of its processes and the performance of the resources used.

Note: In addition, see answer to indicator 306-1.

306-3/4/5 Waste generated, destined for recovery operations and disposal

Chapter 1.4.2.IV Use of resources and the circular economy

2023
Waste (tonnes) Hazardous waste Non-hazardous waste Total
Recovery operation Disposal operation Recovery operation Disposal operation
E&C Europe 142 223 248,346 364 249,075
E&C Africa 1,296 538 11,711 80,433 93,978
E&C Latin America 8,929 465 192,385 91,049 292,829
Environment 667 696 7,747 3,225 12,335
MEXT 75 0 96 0 171
Capital 24 7 8,901 171 9,104
Holding company and others - - - - -
Mota-Engil Group Total 11,133 1,930 459,389 196,985 657,492
2022
Waste (tonnes) Hazardous waste Non-hazardous waste Total
Recovery operation Disposal operation Recovery operation Disposal operation
E&C Europe 121 547 305,563 160 306,391
E&C Africa 79,952 7,165 412 150,742 238,270
E&C Latin America 99 1,344 34,184 42,609 78,236
Environment 1,338 8,223 2,615 5,187 17,362
MEXT - - - - -
Capital 22 26 3,367 272 3,688
Holding company and others - - - - -
Mota-Engil Group Total 81,532 17,304 346,140 198,970 643,947
Waste (tonnes) Hazardous waste Non-hazardous waste
Recovery operation Disposal operation Recovery operation Disposal operation Total
E&C Europe 171 458 248,506 6,253 255,388
E&C Africa 10,050 315 11,207 34,160 55,732
E&C Latin America 107 201 141,239 179,622 321,169
Environment 2,487 4,502 1,895 5,512 14,395
MEXT - - - - -
Capital 65 9 13,212 402 13,687
Holding company and others - - - - -
Mota-Engil Group Total 12,879 5,485 416,058 225,949 660,372

Note 1: Historical figures are subject to updates where relevant (see GRI 2-4).

Note 2: The figures reported relate to waste produced by the Group companies' own activities, including waste that falls under Mota-Engil's operational control and has been sent for recovery or disposal. It does not include waste treated by waste management companies. It does not include waste data from industrial engineering service contracts for mining clients whose management is assumed by the clients.

Note 3: Recovery operations include preparation for re-use (checking, cleaning or repair operations), recycling and other recovery operations. In the context of waste reporting, recovery operations do not include energy recovery.

Note 4: In E&C Europe and E&C Latin America, non-hazardous waste destined for recovery operations has a very high value compared to other Business Units, due to the fact that in Poland and Colombia, respectively, moved soil (surface and other) is being counted as waste, in accordance with national legal requirements.

Note 5: It has not yet been possible to report all of the holding company's information. However, it should be noted that this information is considered non-material.

GRI 308: SUPPLIER ENVIRONMENTAL ASSESSMENT

Relating to the standard published in 2020

308-1 New suppliers that were screened using environmental criteria

Chapter 1.4.4.I Business conduct

Chapter 1.4.4.II Supplier chain

308-2 Negative environmental impacts in the supply chain and actions taken

GRI 400: SOCIAL PERFORMANCE

GRI 401: EMPLOYMENT

Relating to the standard published in 2016

401-1 New employee hires and employee turnover

Chapter 1.4.3.II Talent management

2023 2022 2021
Percentage of hirings and departures by location, gender
and age group
Hirings Departures Hirings Departures Hirings Departures
< 30 30 to
50
> 50 < 30 30 to
50
> 50 < 30 30 to
50
> 50 < 30 30 to
50
> 50 < 30 30 to
50
> 50 < 30 30
to
50
> 50
Men 76% 24% 10% 50% 23% 18% 75% 23% 10% 60% 25% 14% - - - - - -
E&C Europe Women 76% 17% 7% 45% 20% 7% 72% 22% 15% 35% 20% 13% - - - - - -
Subtotal 76% 23% 10% 49% 23% 18% 74% 23% 10% 54% 24% 14% - - - - - -
E&C Africa Men 67% 42% 21% 32% 28% 22% 65% 42% 19% 42% 34% 17% - - - - - -
Women 62% 38% 15% 36% 25% 14% 68% 35% 16% 23% 22% 25% - - - - - -
Subtotal 66% 41% 21% 32% 28% 21% 66% 41% 19% 39% 33% 17% - - - - - -
Men 116% 96% 81% 77% 71% 61% 97% 82% 62% 44% 47% 32% - - - - - -
E&C Latin America Women 94% 73% 53% 52% 52% 42% 99% 74% 49% 39% 42% 23% - - - - - -
Subtotal 112% 94% 79% 73% 69% 60% 97% 81% 61% 43% 46% 31% - - - - - -
Environment Men 49% 23% 16% 38% 20% 20% 66% 36% 17% 29% 23% 12% - - - - - -
Women 49% 20% 13% 34% 15% 16% 49% 23% 15% 22% 12% 9% - - - - - -
Subtotal 49% 22% 15% 37% 19% 19% 63% 33% 16% 28% 20% 12% - - - - - -
Men 82% 41% 50% 18% 8% 0% - - - - - - - - - - - -
MEXT Women 79% 57% 0% 16% 26% 0% - - - - - - - - - - - -
Subtotal 81% 46% 25% 17% 14% 0% - - - - - - - - - - - -
Capital Men 65% 35% 25% 41% 24% 14% 70% 22% 19% 65% 33% 23% 73% 24% 20% 48% 24% 24%
Women 68% 33% 21% 49% 30% 44% 95% 31% 26% 58% 29% 16% 64% 29% 8% 27% 15% 17%
Subtotal 66% 34% 25% 43% 25% 17% 75% 23% 20% 64% 32% 22% 72% 25% 19% 45% 23% 24%
Men 54% 7% 3% 13% 6% 3% 61% 10% 2% 36% 6% 3% 68% 27% 7% 25% 19% 27%
Holding company and others Women 50% 10% 0% 26% 5% 6% 44% 14% 0% 13% 7% 0% 64% 18% 6% 26% 13% 18%
Subtotal 52% 9% 2% 20% 6% 4% 52% 12% 1% 23% 7% 2% 66% 22% 7% 26% 16% 23%
Total Entries and Exits (per Age Group) 80% 52% 32% 48% 38% 29% 75% 48% 25% 39% 32% 17% 77% 43% 23% 48% 35% 26%
Men
Rate of Hirings and Departures (by
58% 41% 50% 33% 47% 37%
gender) Women 44% 30% 41% 21% 34% 25%
E&C Europe 26% 25% 24% 24% - -
E&C Africa 46% 29% 44% 32% - -
E&C Latin America 97% 69% 82% 44% - -
Rate of Hirings and Departures Environment 26% 23% 34% 20% - -
(per location) MEXT 54% 13% - - - -
Capital 37% 26% 30% 34% 28% 26%
Holding company
and other
16% 8% 16% 8% 29% 20%
Rate of Hirings and Departures 56% 39% 49% 31% 46% 35%

Note 1: Data collected from the Group's Central Information System, not reflecting the consolidated information of all markets businesses (the integration of which is under development.

Note 2: The percentages were calculated based on the total number of employees existing on 31 December, for each geography, gender and age group.

Note 3: Considering the change in the Mota-Engil Group's business units, MEXT is only reported individually from 2023 onwards.

401-2 Benefits provided to full-time employees that are not provided to temporary or part-time employees

Chapter 1.4.3.III Social Responsibility

In parallel, the Mota-Engil Benefits Club gives access to a broad network of privileged partners, permitting the workers to easily access preferential conditions in banking and insurance, fuel, hotels, fitness centres, healthcare, pharmacies, shows, stores, telecommunications, energy, among other services and products.

GRI 402: LABOR/MANAGEMENT RELATIONS

Relating to the standard published in 2016

402-1 Minimum notice periods regarding operational changes

Mota-Engil follows the minimum notice periods established in the labour legislation or in the collective bargaining instruments applicable to each company/market (when they exist), since the minimum notice periods are not defined/standardised at corporate level.

GRI 403: OCCUPATIONAL HEALTH AND SAFETY

Relating to the standard published in 2018

403-1 Occupational health and safety management system

Chapter 1.4.3.I Health and safety at work

Mota-Engil's integrated SHEQ (Safety, Health, Environment and Quality) systems, both corporate and local (company), cover not only its own employees but also those whose work and/or workstation is controlled by the organisation (e.g. subcontractors). They are governed by ISO 45001, and the implementation of the Group's Global Certification is underway, which will reinforce the standardisation of the systems in this area as well. The Engineering and Construction business unit is currently certified to this standard in all the countries where the Group operates (Africa, Latin America and Europe).

The Environment and Engineering and Construction business units are certified throughout the African continent.

The standardisation of the management system in the Environment business unit in Latin America and Europe is underway and is expected to be certified by 2024.

403-2 Hazard identification, risk assessment, and incident investigation

Chapter 1.4.3.I Health and safety at work

The approach to health and safety at work follows a uniform methodology, in line with international best practice and regulatory guidelines. It is centred on identifying hazards and assessing risks that impact not only on safety, but also on health (physical and mental well-being), identifying exposure and determining effective preventive and protective control measures in the various types of operations, and following the risk control hierarchy.

Mota-Engil invests in action based on proactive health and safety and human behaviour.

The Group carries out regular inspections and checks (including on subcontractors) and is subject to periodic audits. It organises regular drills and specific training sessions to prepare for and respond to possible emergency scenarios.

It should also be noted that employees, when they are welcomed, are informed of their autonomy to report dangerous situations and not to remain in a place/under conditions of exposure to these dangers and risks that could jeopardise either their own safety and/or health or that of third parties. When such situations are identified, employees have the autonomy to immediately inform those responsible for the operation and their colleagues, so that they are removed from the dangerous situation until the risk is eliminated and the necessary safety/health conditions are restored. These guidelines are set out in the Safety, Health and Quality Policy, the Golden Rules and the Code of Ethics and Business Conduct and are reinforced in training sessions and toolbox talks. A programme to reinforce this is currently being implemented.

The identification/reporting of situations that may constitute a danger is part of Mota-Engil's corporate culture and is reinforced in its policies, namely in the Golden Rules, and the protection against reprisals is evident in the Code of Ethics and Business Conduct and other associated procedures, such as the Communication of Irregularities.

403-3 Occupational health services

Chapter 1.4.3.I Health and safety at work

Mota-Engil develops health monitoring and promotion programmes, ensuring that occupational medicine consultations, medical examinations, screening tests, vaccination campaigns and other measures are carried out.

403-4 Worker participation, consultation, and communication on occupational health and safety

Chapter 1.4.3.I Health and safety at work

Employee consultation and participation processes play a fundamental role in achieving the desired results in terms of health and safety at work. The Mota-Engil Group has defined various channels for employee consultation and participation, including meetings of the Safety, Health, Environment and Quality Committees (at project, contract, company, business unit and global level), toolbox talks (informal safety meetings focused on health and safety at work topics and held at the start of a job or shift), employee consultation and direct participation surveys, among others. In addition to these channels, there is also a corporate digital portal, the training process and clarification sessions which also serve as a means of providing relevant health and safety at work information.

403-5 Worker training on occupational health and safety

Chapter 1.4.3.I Health and safety at work

403-6 Promotion of worker health

Chapter 1.4.3.I Health and safety at work

403-7 Prevention and mitigation of occupational health and safety impacts directly linked by business relationships

It should be noted that a significant proportion of the companies are ISO 45001 certified, and the implementation of the Group's Global Certification is underway, which will reinforce the standardisation of the systems in this area too. The integrated SHEQ (Safety, Health, Environment and Quality) systems, Mota-Engil's corporate and local (company), cover not only the company's own employees but also those whose work and/or workstation is controlled by the organisation (e.g. subcontractors).

403-8 Workers covered by an occupational health and safety management system

Chapter 1.4.3.I Health and safety at work

403-9 Work-related injuries

Chapter 1.4.3.I Health and safety at work

2023 2022 2021
Business unit Number of fatal
accidents
Number of non-fatal
accidents with leave
Number of fatal
accidents
Number of non-fatal
accidents with leave
Number of fatal
accidents
Number of non-fatal
accidents with leave
E&C Europe 0 94 0 115 0 130
E&C Africa 3 92 1 75 3 70
E&C Latin America 4 76 1 104 1 64
Environment 3 700 2 699 0 681
MEXT 0 0 - - - -
Capital 0 74 0 89 0 78
Holding company and
others
0 1 0 0 - -
Mota-Engil Group Total 10 1,037 4 1,082 4 1,023

Note 1: Accidents at work involving the Mota-Engil Group's own employees (local employees and those on international mobility) were taken into account, excluding workers assigned to subcontractors and temporary workers.

Note 2: Considering the change in the Mota-Engil Group's business units, MEXT will only be reported individually from 2023 onwards.

2023 2022 2021
Business unit Rate of deaths as a
result of accidents at
work
Non-fatal accidents at
work with leave
frequency rate (LTIFR)
Rate of deaths as a
result of accidents at
work
Non-fatal accidents at
work with leave
frequency rate (LTIFR)
Rate of deaths as a
result of accidents at
work
Non-fatal accidents at
work with leave
frequency rate (LTIFR)
E&C Europe 0.00 15.88 0.00 19.57 0.00 20.05
E&C Africa 0.07 2.01 0.03 2.08 0.11 2.49
E&C Latin America 0.09 1.66 0.04 4.15 0.04 2.73
Environment 0.12 27.61 0.09 30.29 0.00 28.21
MEXT 0.00 0.00 - - - -
Capital 0.00 26.78 0.00 35.33 0.00 35.19
Holding company and
others
0.00 1.58 0.00 0.00 - -
Mota-Engil Group Total 0.08 8.21 0.04 11.62 0.05 12.13

Note 1: The normalisation factor for hours worked of 1,000,000 was used to calculate the rates.

Note 2: Work accidents involving the Mota-Engil Group's own employees (local employees and those on international mobility) were counted, excluding workers assigned to subcontractors and temporary workers.

Note 3: Considering the change in the Mota-Engil Group's business units, MEXT will only be reported individually from 2023 onwards.

403-10 Work-related ill health

Chapter 1.4.3.I Health and safety at work

2023 2022 2021
Business unit Total number of confirmed
occupational disease cases
Total number of confirmed
occupational disease cases
Total number of confirmed
occupational disease cases
E&C Europe 0 1 0
E&C Africa 0 0 0
E&C Latin America 0 0 0
Environment 14 18 13
MEXT 0 - -
Capital 2 0 1
Holding company and other 0 0 -
Mota-Engil Group Total 16 19 14

Note 1: Occupational diseases involving the Mota-Engil Group's own employees (local employees and those on international mobility) were counted, excluding workers assigned to subcontractors and temporary workers. Note 2: Considering the change in the Mota-Engil Group's business units, MEXT is only reported individually from 2023 onwards.

GRI 404: TRAINING AND EDUCATION

Relating to the standard published in 2016

404-1 Average hours of training per year per employee

Chapter 1.4.3.II Talent management

2023 2022 2021
Training by functional category and gender No. of training
hours
Average no. of
training hours
No. of training
hours
Average no. of
training hours
No. of training
hours
Average no. of
training hours
Administration/Technical and
Management Department
Men 616 68.4 2,363 60.6 - -
Women 57 28.5 147 36.7 - -
Subtotal 673 61.2 2,510 58.4 - -
Specialists and Coordinators Men 2,879 17.4 6,677 27.4 - -
Women 1,251 26.6 1,426 25.9 - -
Subtotal 4,130 19.5 8,103 27.1 - -
Supervisory and Technical Men 10,289 24.3 13,573 23.3 - -
E&C Europe Women 3,677 26,8 4,801 17.8 - -
Subtotal 13,966 24.9 18,374 21.6 - -
Operating and Support Men 15,746 12,2 18,079 9.8 - -
Women 717 13.8 1,167 12.5 - -
Subtotal 16,463 12.3 19,245 10.0 - -
Total Men 29,530 15.7 40,692 15.1 - -
Women 5,702 24.0 7,541 17.9 - -
Total 35,231 16.6 48,233 15.4 - -
Administration/Technical and
Management Department
Men 2,464 35.2 2,873 50.4 - -
Women 12 1.9 39 19,3 - -
Subtotal 2,476 32.6 2,912 49.4 - -
Men 3,449 12.2 2,475 8.6 - -
Specialists and Coordinators Women 813 15.9 479 12.6 - -
Subtotal 4,262 12.8 2,954 9.1 - -
Men 37,624 24.2 15,425 12.0 - -
E&C Africa Supervisory and Technical Women 10,987 34.4 4,043 20.8 - -
Subtotal 48,611 25.9 19,468 13.2 - -
Men 64,353 10.4 79,034 6.4 - -
Operating and Support Women 11,166 13.8 10,153 8.1 - -
Subtotal 75,519 10.8 89,187 6.6 - -
Total Men 107,889 13.3 99,807 7.1 - -
Women 22,978 19.4 14,714 9.9 - -
Total 130,867 14.1 114,521 7.4 - -
Administration/Technical and
Management Department
Men 994 29.2 595 16.5 - -
Women 30 5.0 16 5.2 - -
Subtotal 1,024 25.6 610 15.6 - -
Specialists and Coordinators Men 4,459 12.6 3,198 13.3 - -
Women 1,445 12.5 1 315 22,7 - -
Subtotal 5,904 12.6 4,514 15.1 - -
Men 18,318 12.5 8,824 7.8 - -
E&C Latin
America
Supervisory and Technical Women 5,586 10.5 3,466 11.2 - -
Subtotal 23,904 12.0 12,290 8.5 - -
Men 95,066 9.8 48,654 5.4 - -
Operating and Support Women 9,469 8.9 5,850 7.2 - -
Subtotal 104,534 9.7 54,504 5.6 - -
Men 118,836 10.3 61,271 5.9 - -
Total Women 16,529 9.7 10,647 9.0 - -
Total 135,366 10.2 71,918 6.2 - -
Administration/Technical and
Management Department
Men 188 7.8 418 10.4 - -
Women 71 14,1 247 30.9 - -
Subtotal 258 8.9 665 13.8 - -
Men 2,083 19.8 2,252 23.7 - -
Specialists and Coordinators Women 2,198 38.6 1,635 31.4 - -
Subtotal 4,281 26.4 3,886 26.4 - -
Men 9,999 28.2 13,905 52.3 - -
Environment Supervisory and Technical Women 9,133 42.3 6,086 36.4 - -
Subtotal 19,132 33.5 19,991 46.2 - -
Men 245,241 22.2 190,052 20.7 - -
Operating and Support Women 43,315 14.3 25,475 10.9 - -
Subtotal 288,556 20.5 215,527 18.7 - -
Total Men 257,510 22.3 206,626 21.5 - -
Women 54,717 16.5 33,443 13.0 - -
Total 312,226 21.0 240,069 19.7 - -
Administration/Technical and
Management Department
Men 356 50.9 - - - -
Women 192 64.0 - - - -
Subtotal 548 54.8 - - - -
Specialists and Coordinators Men 289 36.1 - - - -
Women 197 32.8 - - - -
Subtotal 486 34.7 - - - -
Men 778 97.3 - - - -
MEXT Supervisory and Technical Women 834 52.1 - - - -
Subtotal 1,612 67.1 - - - -
Operating and Support Men 30 15.0 - - - -
Women 211 35.2 - - - -
Subtotal 241 30.1 - - - -
Men 1,453 58.1 - - - -
Total Women 1,434 46.2 - - - -
Total 2,886 51.5 - - - -
Administration/Technical and
Management Department
Men 218 18.2 108 5.1 128 12
Women 0 - 61 30.3 11 6
Subtotal 218 18.2 169 7.3 139 11
Men 1,317 20.6 720 11.1 1 001 28
Specialists and Coordinators Women 400 21.0 339 17.8 181 16
Subtotal 1,717 20.7 1,059 12.6 1,182 25
Men 3,211 22.1 1,927 14.8 3,901 44
Capital Supervisory and Technical Women 939 17.1 856 11.6 1 407 37
Subtotal 4,150 20.7 2,783 13.6 5,308 42
Men 10,748 14.8 6,453 7.0 3,611 7
Operating and Support Women 1,373 15.4 890 6.8 465 17
Subtotal 12,121 14.9 7,343 7.0 4,076 7
Total Men 15,495 16.4 9,208 8.1 8,641 13
Women 2,711 16.6 2,146 9.5 2,064 26
Total 18,206 16.4 11,354 8.3 10,705 14
Administration/Technical and
Management Department
Men 128 4.9 513 14.7 277 10
Women 30 7.5 41 4.1 13 2
Subtotal 158 5.3 554 12.3 290 8
Specialists and Coordinators Men 444 9.6 584 11,5 495 13
Women 603 14.3 709 16.5 735 19
Subtotal 1,046 11.9 1,293 13.8 1,230 16
Men 1,427 21.9 1,052 15,5 542 19
Holding company
and other
s
Supervisory and Technical Women 1 865 19.0 1,412 14,4 954 17
Subtotal 3,291 20.2 2,464 14.8 1,496 18
Men 274 18.3 132 5.1 132 2
Operating and Support Women 130 7,6 175 5.6 549 7
Subtotal 404 12.6 307 5.4 681 5
Men 2,272 14.9 2 281 12.7 1,446 9
Total Women 2,627 16.3 2,337 12.8 2,251 13
Total 4,899 15.7 4,618 12.8 3,697 11
Administration/Technical and
Management Department
Men 4,964 27.3 6,870 30.1 2,725 12
Women 391 15.0 549 18.9 459 19
Total 5,355 25.7 7,419 28.9 3,184 12.9
Specialists and Coordinators Men 14,919 14.6 15,907 16.2 13,271 15
Women 6,906 20.4 5,903 22.3 6,069 25
Total 21,824 16.0 21,809 17.5 19,340 16.9
Supervisory and Technical Men 81 645 20.4 54,704 15.8 34,533 12
Mota-Engil Group
Total
Women 33,020 24.1 20,665 18.6 19,267 21
Total 114,665 21.3 75,370 16.5 53,800 13.8
Operating and Support Men 431,457 14.9 342,404 10.3 262,479 9
Women 66,380 13.1 43,710 9.4 29,045 7
Total 497,837 14.6 386,113 10.2 291,524 8.8
Total Men 532,984 15.6 419,884 11.1 313,008 9.4
Women 106,697 15.7 70,827 11.7 54,840 10.7
Total 639,681 15.6 490,711 11.1 367,848 9.5

Note 1: The denominator of the indicator considered the number of existing workers as at 31 December. Includes executive directors and remunerated members of staff.

Note 2: Considering the change in the Mota-Engil Group's business units, MEXT is only reported individually from 2023 onwards. Only the Group's total data for 2021 and the data broken down by the holding company and Capital are presented, since it was not possible to recalculate the figures for the remaining business units in accordance with the new structure.

Note 3: The hiring and departure rates are intrinsically associated with the start and end of the Group's projects. undertakings and contracts.

404-2 Programs for upgrading employee skills and transition assistance programs

Chapter 1.4.3.II Talent management

Mota-Engil not only carries out internal training courses to develop skills, but also provides financial support for its employees to attend external courses.

It should also be noted that it plans the retirement period for its employees, ensuring re-learning programs for those who wish to continue working, as well as severance pay (in addition to that stipulated by law) and assistance in the transition to retirement.

404-3 Percentage of employees receiving regular performance and career development reviews

Chapter 1.4.3.II Talent management

Percentage of employees receiving career performance analysis (%) 2023 2022 2021
Men 650.0 100.0 -
Administration/Technical and Management Department Women 2.4 100.0 -
Subtotal 60.0 100.0 -
Specialists and Coordinators Men 51.3 89.3 -
Women 47.3 94.5 -
Subtotal 50.4 90.3 -
Men 109.6 71.8 -
E&C Europe Supervisory and Technical Women 17.3 77.0 -
Subtotal 46.5 73.5 -
Operating and Support Men 80.6 87.6 -
Women 76.6 81.1 -
Subtotal 79.9 86.1 -
Men 82.8 80.2 -
Total Women 24.6 80.4 -
Total 55.1 80.2 -
Administration/Technical and Management Department Men 85.7 76.8 -
Women 100.0 100.0 -
Subtotal 86.2 77.6 -
Specialists and Coordinators Men 60.9 45.6 -
Women 72.9 63.2 -
Subtotal 62.5 47.7 -
Men 51.3 29.9 -
E&C Africa Supervisory and Technical Women 64.6 44.3 -
Subtotal 53.2 31.8 -
Men 28.2 26,8 -
Operating and Support Women 13.5 23.4 -
Subtotal 24.2 25.9 -
Total Men 46.0 31.6 -
Women 39.3 33.3 -
Total 44.8 31.9 -
Administration/Technical and Management Department Men 94.6 88.9 -
Women 100.0 66.7 -
Subtotal 94.9 87.2 -
Specialists and Coordinators Men 87.8 85.4 -
Women 93.0 87.9 -
Subtotal 88.8 85.9 -
Supervisory and Technical Men 86.8 79.6 -
E&C Latin America Women 87.9 89.0 -
Subtotal 87.1 81.6 -
Men 117.2 76,3 -
Operating and Support Women 82.2 69.3 -
Subtotal 103.9 74.3 -
Men 96.0 78.9 -
Total Women 85.6 78.5 -
Total 93.1 78.8 -
Men 97.1 88.9 -
Administration/Technical and Management Department Women 75.0 83.3 -
Subtotal 92.9 87.9 -
Specialists and Coordinators Men 93.8 84.2 -
Women 94.6 98.1 -
Subtotal 94.1 89.1 -
Men 88.8 72.6 -
Environment Supervisory and Technical Women 90.8 83.2 -
Subtotal 89.7 76.7 -
Men 94.2 83.6 -
Operating and Support Women 86.5 74.2 -
Subtotal 92.6 81.7 -
Total Men 93.7 82.6 -
Women 87.9 77.6 -
Administration/Technical and Management Department Total 92.3 81.4 -
Men 88.9 - -
Women 100.0 - -
Subtotal 90.9 - -
Specialists and Coordinators Men 64.3 - -
Women 62.5 - -
Subtotal 63.6 - -
MEXT Supervisory and Technical Men 60.0 - -
Women 64.0 - -
Subtotal 62.5 - -
Operating and Support Men 100.0 - -
Women 100.0 - -
Subtotal 100.0 - -
Total Men 70.7 - -
Women 70.7 - -
Total 70.7 - -
Men 73.3 65.0 100.0
Administration/Technical and Management Department Women - 100.0 100.0
Subtotal 73.3 68.2 100.0
Specialists and Coordinators Men 94.0 92.3 88.9
Women 100.0 100.0 90.9
Subtotal 95.7 94.0 89.4
Men 85.3 88.5 86.4
Capital Supervisory and Technical Women 88.7 83.8 81.6
Subtotal 86.2 86.8 84.9
Operating and Support Men 89.2 84.6 83.1
Women 115.7 80.5 85.2
Subtotal 91.8 84.1 83.2
Total Men 88.7 85.3 84.2
Women 104.5 83.6 84.6
Total 90.8 84.9 84.2
Administration/Technical and Management Department Men 91.7 88.5 116.7
Women 75.0 100.0 100.0
Subtotal 89.3 89.7 115.8
Specialists and Coordinators Men 90.2 92.2 110.5
Women 106.4 100.0 113.2
Holding company and
others
Subtotal 98.0 95.7 111.8
Supervisory and Technical Men 98.8 85.3 153.6
Women 95.5 87.8 114.0
Subtotal 96.9 86.7 127.1
Operating and Support Men 73.3 65.4 79.5
Women 82.9 77.4 98.3
Subtotal 78.5 71.9 90.3
Total Men 91.5 84.8 110.2
Women 95.4 89.1 107.7
Total 93.5 87.0 108.8
Administration/Technical and Management Department Men 102.2 85.3 87.4
Women 27.1 90.0 85.7
Total 83.6 85.7 87.3
Men 71.7 75.5 62.1
Specialists and Coordinators Women 81.5 90.6 78.0
Total 73.9 78.7 65.4
Supervisory and Technical Men 74.2 59.8 52.6
Group Mota-Engil
Total
Women 61.4 77.0 66.1
Total 70.4 64.0 55.8
Operating and Support Men 85.0 72.4 66.7
Women 71.5 62.7 58.4
Total 81.8 70.2 64.9
Total Men 79.7 68.6 61.9
Women 67.0 70.7 63.3
Total 76.4 69.0 62.2

Note 1: The denominator of the indicator considered the number of existing workers as at 31 December.

Note 2: Considering the change in the Mota-Engil Group's business units, MEXT is only reported individually from 2023 onwards. Only the Group's total data for 2021 and the data broken down by the holding company and Capital are presented, since it was not possible to recalculate the figures for the remaining business units in accordance with the new structure.

Note 3: As a result of the dynamics of hirings, departures and moving employees between business units, the number of people assessed may be higher than the number of eligible employees (fixed on December 31) in some of the categories.

GRI 405: DIVERSITY AND EQUAL OPPORTUNITY

Relating to the standard published in 2016

405-1 Diversity of governance bodies and employees

Chapter 1.4.3.II Business Conduct

Percentage of employees by functional category and gender (%) 2023 2022 2021
Men Women Men Women Men Women
Administration/Technical and
Management Department
91 9 91 9 - -
E&C Europe Specialists and Coordinators 79 21 82 18 - -
Supervisory and Technical 68 32 68 32 - -
E&C Africa
E&C Latin America
Environment
Operating and Support 96 4 95 5 - -
Administration/Technical and
Management Department
97 3 97 3 - -
Specialists and Coordinators 87 13 88 12 - -
Supervisory and Technical 86 14 87 13 - -
Operating and Support 91 9 91 9 - -
Administration/Technical and
Management Department
93 7 92 8 - -
Specialists and Coordinators 81 19 81 19 - -
Supervisory and Technical 77 23 79 21 - -
Operating and Support 92 8 92 8 - -
Administration/Technical and
Management Department
85 15 83 17 - -
Specialists and Coordinators 63 37 65 35 - -
Supervisory and Technical 62 38 61 39 - -
Operating and Support 79 21 80 20 - -
Administration/Technical and
Management Department
75 25 - - - -
MEXT Specialists and Coordinators 64 36 - - - -
Supervisory and Technical 38 63 - - - -
Operating and Support 75 25 - - - -
Administration/Technical and
Management Department
100 0 91 9 85 15
Capital Specialists and Coordinators 71 29 77 23 77 23
Holding company and others
Mota-Engil Group Total
Supervisory and Technical 73 27 64 36 70 30
Operating and Support 90 10 88 12 95 5
Administration/Technical and
Management Department
79 21 78 22 81 19
Specialists and Coordinators 52 48 54 46 50 50
Supervisory and Technical 43 57 41 59 33 67
Operating and Support 46 54 46 54 45 55
Administration/Technical and
Management Department
89 11 89 11 90 10
Specialists and Coordinators 77 23 79 21 79 21
Supervisory and Technical 76 24 76 24 76 24
Operating and Support 88 12 88 12 88 12

Note 1: The data reports to the number of existing workers as at 31 December. Includes executive directors and remunerated members of staff.

Note 2: Considering the change in the Mota-Engil Group's business units, MEXT is only reported individually from 2023 onwards. Only the Group's total data for 2021 and the data broken down by the holding company and Capital are presented, since it was not possible to recalculate the figures for the remaining business units in accordance with the new structure.

Percentage of employees by functional category and age (%) 2023 2022 2021
< 30 30 to 50 > 50 < 30 30 to 50 > 50 < 30 30 to 50 > 50
E&C Europe Administration/Technical and
Management Department
0 48 52 0 51 49 - - -
Specialists and Coordinators 5 67 28 2 65 33 - - -
Supervisory and Technical 23 51 26 19 55 25 - - -
Operating and Support 13 45 42 10 45 46 - - -
E&C Africa Administration/Technical and
Management Department
0 47 53 0 46 54 - - -
Specialists and Coordinators 3 59 38 2 57 40 - - -
Supervisory and Technical 26 55 19 22 53 25 - - -
Operating and Support 28 64 8 22 67 10 - - -
Administration/Technical and
Management Department
0 66 34 0 67 33 - - -
E&C Latin America Specialists and Coordinators 2 64 33 1 67 32 - - -
Supervisory and Technical 25 67 8 16 74 11 - - -
Operating and Support 29 60 11 25 62 12 - - -
Administration/Technical and
Management Department
0 45 55 2 46 52 - - -
Environment Specialists and Coordinators 3 70 27 1 69 30 - - -
Supervisory and Technical 12 70 18 8 71 21 - - -
Operating and Support 21 60 20 17 61 22 - - -
MEXT Administration/Technical and
Management Department
0 83 17 - - - - - -
Specialists and Coordinators 0 100 0 - - - - - -
Supervisory and Technical 58 38 5 - - - - - -
Operating and Support 27 56 17 - - - - - -
Administration/Technical and
Management Department
0 50 50 0 48 52 0 38 62
Capital Specialists and Coordinators 3 81 16 1 82 17 2 81 17
Supervisory and Technical 20 65 15 16 70 14 15 74 11
Operating and Support 17 59 24 16 59 25 10 63 27
Administration/Technical and
Management Department
0 57 43 0 56 44 0 53 47
Holding company and Specialists and Coordinators 2 81 17 3 80 17 5 80 14
others Supervisory and Technical 35 49 16 30 54 17 33 52 15
Operating and Support 18 45 37 14 39 47 35 41 24
Administration/Technical and
Management Department
0 53 47 0 52 48 0 53 46
Mota-Engil Group Specialists and Coordinators 3 67 30 2 66 32 1 68 30
Total Supervisory and Technical 24 60 15 18 62 19 16 64 20
Operating and Support 25 60 14 21 63 17 19 63 18

Note 1: The data reports to the number of existing workers as at 31 December. Includes executive directors and remunerated members of staff.

Note 2: Considering the change in the Mota-Engil Group's business units, MEXT is only reported individually from 2023 onwards. Only the Group's total data for 2021 and the data broken down by the holding company and Capital are presented, since it was not possible to recalculate the figures for the remaining business units in accordance with the new structure.

Percentage of workers per functional category and length of service (years)
(%)
2023 2022 2021
< 3 3 to 10 11 to 20 ≥ 2 < 3 3 to 10 11 to 20 ≥ 2 < 3 3 to
10
11 to
20
≥ 2
Administration / Technical and Management
Department
9 11 26 54 12 14 23 51 - - - -
E&C Europe Specialists and Coordinators 18 20 32 30 13 18 34 35 - - - -
Supervisory and Technical 43 18 16 23 34 23 19 24 - - - -
Operating and Support 40 23 16 21 35 26 17 22 - - - -
Administration/ Technical and Management
Department
17 17 28 38 12 17 34 37 - - - -
E&C Africa Specialists and Coordinators 46 30 11 13 37 33 15 15 - - - -
Supervisory and Technical 69 18 7 6 55 28 9 9 - - - -
Operating and Support 79 15 5 1 68 25 5 1 - - - -
E&C Latin America Administration/ Technical and Management
Department
22 41 24 12 18 44 28 10 - - - -
Specialists and Coordinators 62 28 6 3 48 39 8 4 - - - -
Supervisory and Technical 81 16 2 0 70 26 3 1 - - - -
Operating and Support 92 7 0 0 87 12 0 0 - - - -
Administration/ Technical and Management
Department
23 28 28 21 19 31 29 21 - - - -
Environment Specialists and Coordinators 20 19 32 29 15 20 33 32 - - - -
Supervisory and Technical 34 24 27 15 26 26 31 17 - - - -
Operating and Support 63 26 8 3 56 31 9 4 - - - -
Administration/ Technical and Management
Department
17 33 42 8 - - - - - - - -
MEXT Specialists and Coordinators 77 18 5 0 - - - - - - - -
Supervisory and Technical 88 10 0 3 - - - - - - - -
Operating and Support 81 4 2 13 - - - - - - - -
Administration/ Technical and Management
Department
38 6 25 31 22 17 26 35 0 23 46 31
Capital Specialists and Coordinators 21 34 34 10 26 29 33 12 11 32 45 13
Supervisory and Technical 60 21 17 2 48 32 16 4 52 30 16 2
Operating and Support 56 34 9 2 44 41 11 3 53 34 11 3
Holding company
and others
Administration/ Technical and Management
Department
21 32 17 30 20 36 13 31 19 28 22 31
Specialists and Coordinators 15 32 30 23 13 33 32 22 12 29 42 17
Supervisory and Technical 43 22 15 20 33 28 17 22 29 29 20 21
Operating and Support 40 12 11 37 26 16 11 47 47 16 16 21
Mota-Engil Group
Total
Administration/ Technical and Management
Department
19 24 26 31 16 26 26 31 15 25 28 32
Specialists and Coordinators 38 26 20 17 29 29 23 20 25 29 26 19
Supervisory and Technical 65 18 9 8 52 26 12 10 44 31 14 11
Operating and Support 77 16 5 2 67 24 6 3 68 22 7 3

Note 1: The data reports to the number of existing workers as at 31 December. Includes executive directors and remunerated members of staff.

Note 2: Considering the change in the Mota-Engil Group's business units, MEXT is only reported individually from 2023 onwards. Only the Group's total data for 2021 and the data broken down by the holding company and Capital are presented, since it was not possible to recalculate the figures for the remaining business units in accordance with the new structure.

Percentage of employees by functional category and qualifications 2023 2022 2021
(%) Primary Secondary Higher Primary Secondary Higher Primary Secondary Higher
Administration/ Technical and Management
Department
0 0 100 0 0 100 - - -
E&C Europe Specialists and Coordinators 5 7 87 6 8 86 - - -
Supervisory and Technical 17 21 62 16 22 62 - - -
Operating and Support 65 33 2 63 34 2 - - -
Administration/Technical and Management
Department
0 2 98 0 0 100 - - -
E&C Africa Specialists and Coordinators 8 13 79 12 17 71 - - -
Supervisory and Technical 17 33 50 23 30 46 - - -
Operating and Support 64 31 5 69 26 5 - - -
E&C Latin America Administration/Technical and Management
Department
0 0 100 0 0 100 - - -
Specialists and Coordinators 3 4 93 4 5 91 - - -
Supervisory and Technical 2 14 84 5 12 83 - - -
Operating and Support 36 54 10 55 35 10 - - -
Environment Administration/Technical and Management
Department
4 2 94 0 0 100 - - -
Specialists and Coordinators 1 10 90 4 5 90 - - -
Supervisory and Technical 15 19 65 12 20 68 - - -
Operating and Support 73 24 4 81 15 4 - - -
Administration/Technical and Management
Department
0 0 100 - - - - - -
MEXT Specialists and Coordinators 0 5 95 - - - - - -
Supervisory and Technical 0 8 93 - - - - - -
Operating and Support 50 44 6 - - - - - -
Administration/Technical and Management
Department
0 0 100 0 0 100 0 0 100
Capital Specialists and Coordinators 1 4 94 2 2 95 0 0 100
Supervisory and Technical 14 14 72 12 15 73 5 16 79
Operating and Support 60 35 4 62 33 5 50 46 4
Administration/Technical and Management
Department
0 0 100 0 0 100 0 0 100
Holding company and Specialists and Coordinators 1 14 85 1 14 85 4 13 83
others Supervisory and Technical 5 25 71 4 27 69 2 20 78
Operating and Support 31 38 31 37 44 19 28 45 27
Administration/ Technical and
Management Department
1 1 99 0 0 100 0 0 100
Mota-Engil Group Total Specialists and Coordinators 4 9 87 6 9 85 6 10 84
Supervisory and Technical 11 22 67 14 21 65 14 25 61
Operating and Support 58 36 6 69 26 6 63 32 5

Note 1: The data reports to the number of existing workers as at 31 December. Includes executive directors and remunerated members of staff.

Note 2: Considering the change in the Mota-Engil Group's business units, MEXT is only reported individually from 2023 onwards. Only the Group's total data for 2021 and the data broken down by the holding company and Capital are presented, since it was not possible to recalculate the figures for the remaining business units in accordance with the new structure.

405 -2 Ratio of basic salary and remuneration of women to men

Chapter 1.4.3.II Talent management

Wages and remuneration ratio between men and women 2023 2022 2021
E&C Europe Administration/ Technical and Management
Department
0.69 0.60 -
Specialists and Coordinators 0.80 0.80 -
Supervisory and Technical 0.78 0.79 -
Operating and Support 1.08 1.05 -
Administration/ Technical and Management
Department
0.63 0.61 -
E&C Africa Specialists and Coordinators 0.89 1.00 -
Supervisory and Technical 1.10 1.02 -
Operating and Support 1.04 0.87 -
Administration/ Technical and Management
Department
0.89 0.97 -
E&C Latin America Specialists and Coordinators 0.96 0.94 -
Supervisory and Technical 0.90 0.96 -
Operating and Support 0.94 0.95 -
Environment Administration/ Technical and Management
Department
0.88 0.81 -
Specialists and Coordinators 0.96 1.02 -
Supervisory and Technical 1.10 1.01 -
Operating and Support 0.80 0.82 -
MEXT Administration/ Technical and Management
Department
1.15 - -
Specialists and Coordinators 1.04 - -
Supervisory and Technical 1.48 - -
Operating and Support 2.96 - -
Administration/ Technical and Management
Department
(1)
-
1.10 0.94
Capital Specialists and Coordinators 0.86 0.96 0.94
Supervisory and Technical 0.93 0.91 0.91
Operating and Support 1.05 1.07 1.16
Holding company and others Administration/ Technical and Management
Department
0.82 0.86 1.15
Specialists and Coordinators 0.82 0.86 0.81
Supervisory and Technical 0.99 0.95 0.95
Operating and Support 1.04 1.07 0.92
Mota-Engil Group Total Administration/ Technical and
Management Department
0.86 0.79 0.87
Specialists and Coordinators 0.92 0.88
Supervisory and Technical 1.03 1.02 1.02
Operating and Support 0.91 0.89 0.94

(1) In 2023 there were no women in this category, which is why the ratio is not shown.

Note 1: The data reports to the number of existing workers as at 31 December. It excludes employees on long-term international mobility (i.e. for periods of more than 6 months) and non-executive members of the Board of Directors.

Note 2: Considering the change in the Mota-Engil Group's business units, MEXT is only reported individually from 2023 onwards. Only the Group's total data for 2021 and the data broken down by the holding company and Capital are presented, since it was not possible to recalculate the figures for the remaining business units in accordance with the new structure.

GRI 406: NON-DISCRIMINATION

Relating to the standard published in 2016

406-1 Incidents of discrimination and corrective actions taken

Chapter 1.4.4.I Business conduct

Incidents of discrimination 2023
2022
2021
Total no. of incidents of discrimination during the reporting period 23 5 7
Total no. of cases analysed by the
organisation according to the current
circumstances and actions taken
No. of remediation plans implemented 2 0 1
No. of remediation plans implemented with the respective results
analysed through regular review and management processes
0 0 0
No. of incidents resolved 11 5 6
Total no. of incidents analysed 23 5 7

Note: After the publication of the 2021 Sustainability Report, another of the cases that occurred in this reporting period was analysed and resolved, so the data was updated accordingly.

GRI 407: FREEDOM OF ASSOCIATION AND COLLECTIVE BARGAINING

Relating to the standard published in 2016

407-1 Operations and suppliers in which the right to freedom of association and collective bargaining may be at risk

Chapter 1.4.4.I Business conduct

Chapter 1.4.4.II Supplier chain

Initiatives are underway, such as the revision of the supplier management procedure, which in the qualification/onboarding stage will allow suppliers to be submitted to questionnaires to assess environmental (and social) sustainability criteria, with which Mota-Engil aims to deepen its knowledge and management information, in order to typify, categorise and value its supplier panel. It should be noted that, in the light of the current Enhanced Due Diligence proceduresfor assessing the risk of business partners, incidents/records are scrutinised in terms of sanctions, exclusions and convictions, but also negative press reports, the search for which also focuses on social topics.

Additionally, through the Ethics Line and in 2023, no cases of operations and suppliers where freedom of association and collective bargaining might be at risk were reported.

GRI 408: CHILD LABOR

Relating to the standard published in 2016

408-1 Operations and suppliers at significant risk for incidents of child labour

Chapter 1.4.4.I Business conduct

Chapter 1.4.4.II Supplier chain

Initiatives are underway, such as the revision of the supplier management procedure, which in the qualification/onboarding stage will allow suppliers to be submitted to questionnaires to assess environmental (and social) sustainability criteria, with which Mota-Engil aims to deepen its knowledge and management information, in order to typify, categorise and value its supplier panel. It should be noted that, in the light of the current Enhanced Due Diligence procedures for assessing the risk of business partners, incidents/records are scrutinised in terms of sanctions, exclusions and convictions, but also negative press reports, the search for which also focuses on social topics.

Additionally, via the Ethics Line and in 2023, no cases of operations and suppliers where there is a significant risk of incidents of child labour have been reported.

GRI 409: FORCED OR COMPULSORY LABOR

Relating to the standard published in 2016

409-1 Operations and suppliers at significant risk for incidents of forced or compulsory labour

Chapter 1.4.4.I Business conduct

Chapter 1.4.4.II Supplier chain

Initiatives are underway, such as the revision of the supplier management procedure, which in the qualification/onboarding stage will allow suppliers to be submitted to questionnaires to assess environmental (and social) sustainability criteria, with which Mota-Engil aims to deepen its knowledge and management information, in order to typify, categorise and value its supplier panel. It should be noted that, in the light of the current Enhanced Due Diligence procedures for assessing the risk of business partners, incidents/records are scrutinised in terms of sanctions, exclusions and convictions, but also negative press reports, the search for which also focuses on social topics.

Additionally, via the Ethics Line and in 2023, no cases of operations and suppliers where there is a significant risk of incidents of slave or forced labour have been reported.

GRI 410: SECURITY PRACTICES

Relating to the standard published in 2016

410-1 Security personnel trained in human rights policies or procedures

Respect for human rights is enshrined in the Group's Code of Ethics and Business Conduct and it also promotes training for employees in policies or procedures on human rights, among other related topics. In the case of subcontractors, Mota-Engil provides training on safety at work and emergency procedures and may cover other specific topics in the field of human rights and access control. It should also be noted that the training given to the employees of these subcontractors, involved in issues of physical security of facilities and safeguarding their assets, is also provided by the respective companies, in accordance with local legal requirements. Management in these cases is done at the level of each project/market. There is still no corporate guideline that is applicable across the board and that standardizes the training approach in this area, allowing for the calculation of the percentage of security personnel who have received training on human rights policies or procedures.

GRI 411: RIGHTS OF INDIGENOUS PEOPLES

Relating to the standard published in 2016

411-1 Incidents involving the violation of the rights of indigenous people

Chapter 1.4.4.I Business conduct

Chapter 1.4.4.II Supplier chain

Initiatives are underway, such as the revision of the supplier management procedure, which in the qualification/onboarding stage will allow suppliers to be submitted to questionnaires to assess environmental (and social) sustainability criteria, with which Mota-Engil aims to deepen its knowledge and management information, in order to typify, categorise and value its supplier panel. It should be noted that, in the light of the current Enhanced Due Diligence procedures for assessing the risk of business partners, incidents/records are scrutinised in terms of sanctions, exclusions and convictions, but also negative press reports, the search for which also focuses on social topics.

Additionally, via the Ethics Line and in 2023, no cases of operations and suppliers where there are cases of violations of the rights of indigenous populations have been reported.

GRI 413: LOCAL COMMUNITIES

Relating to the standard published in 2016

413-1 Operations with local community engagement, impact assessments, and development programs

Chapter 1.4.3.III Social Responsibility

Chapter 1.4.3.IV Manuel António da Mota Foundation

GRI 414: SUPPLIER SOCIAL ASSESSMENT

Relating to the standard published in 2016

414-1 New suppliers that were screened using social criteria

Chapter 1.4.4.I Business conduct

Chapter 1.4.4.II Supplier chain

414-2 Negative social impacts in the supply chain and actions taken

Chapter 1.4.4.I Business conduct

Chapter 1.4.4.II Supplier chain

Initiatives are underway, such as the revision of the supplier management procedure, which in the qualification/onboarding stage will allow suppliers to be submitted to questionnaires to assess environmental (and social) sustainability criteria, with which Mota-Engil aims to deepen its knowledge and management information, in order to typify, categorise and value its supplier panel. It should be noted that, in the light of the current Enhanced Due Diligence procedures for assessing the risk of business partners, incidents/records are scrutinised in terms of sanctions, exclusions and convictions, but also negative press reports, the search for which also focuses on social(and environmental) topics.

1.1.1 Correlation tables

I. GRI correlation table

MATERIAL TOPICS GRI STANDARDS GRI DISCLOSURE REQ. LOCATION
Anti-corruption GRI 205: Anti-corruption 205-1, 205-2, 205-3 Chap.1.4.4.I
Water and wastewater GRI 303: Water and Effluents 303-1, 303-2, 303-3 Chap.1.4.2.III
Circularity GRI 301: Materials 301-1 Chap.1.4.2.IV
GRI 306: Waste 306-1, 306-2, 306-3, 306-4,
206-5
Anti-competitive behaviour GRI 206: Anti-competitive Behavior 206-1 Chap.1.4.4.I
Conditions of work and social protection GRI 401: Employment 401-2 Chap.1.4.3.II
GRI 402: Labor/Management Relations 402-1
Local employment creation and skills development GRI 202: Market Presence 202-1, 202-2 Chap.1.4.3II
GRI 401: Employment 401-1
Diversity, equity and inclusion GRI 405: Diversity and Equal Opportunity 405-1, 405-2 Chap.1.4.3.II
GRI 406: Non-discrimination 406-1 Chap.1.4.4.I
Training and education GRI 404: Training and Education 404-1 Chap.1.4.3. II
GRI 413: Local Communities 413-1 Chap.1.4.3.III
Innovation - - Chap.1.4.4.VI
Energy and climate change GRI 302: Energy 302-1, 302-3 Chap.1.4.2.II
GRI 305: Emissions 305-1, 305-2, 305-3, 305-4,
305-5, 305-7
Procurement practices GRI 204: Procurement Practices 204-1 Chap.1.4.4.II
GRI 308: Supplier Environmental Assessment 308-1, 308-2
GRI 414: Supplier Social Assessment 414-1, 414-2
Labour practices and career development GRI 401: Employment 401-1 Chap.1.4.3.II
GRI 404: Training and Education 404-2, 404-3
Product/service quality and safety and critical incident - - Chap.1.4.4.V
management
Social responsibility GRI 413: Local Communities 413-1 Chap.1.4.3.III
Health and safety at work GRI 403: Occupational Health and Safety 403-1, 403-2, 403-3, 403-4, Cap.1.4.3.I
403-5, 403-6, 403-7, 403-8,
403-9, 403-10
Public health - - Chap.1.4.2.IV
Child labor, forced labour and modern slavery GRI 408: Child Labor 408-1 Chap.1.4.4.I
GRI 409: Forced or Compulsory Labor 409-1
MATERIAL TOPICS GRI STANDARDS GRI DISCLOSURE REQ. LOCATION
Workplace violence and harassment GRI 406: Non-discrimination 406-1 Chap.1.4.4.I

Note: In addition to the standards and indicators indicated, there are: GRI Standard 3: Material topics, transversally applicable; indicators of GRI Standard 2: General contents of mandatory reporting; and other indicators that, not being framed in the material topics, result from the need to respond to the requirements of Decree-Law no. 89/2017, of July and the reporting model for disclosure of non-financial information defined by the CMVM - Securities Market Commission (e.g.. 304-1/2, 407-1, 410-1, 411-1, 415-1)

II. ESRS correlation table

REPORTING STANDARD REF. DISCLOSURE REQUIREMENT LOCATION
BP-1 General basis for preparation of sustainability statements Chap.1.4.1, 1.4.2
GRI content index
(2-2)
ESRS 2
GENERAL
DISCLOSURES
BP-2 Disclosures in relation to specific circumstances Chap.1.4.1, 1.4.2
GOV-1 The role of the administrative, management and supervisory bodies Chap.1.2.4, 1.4.1.II
GOV-2 Information provided to and sustainability matters addressed by the
undertaking's administrative, management and supervisory bodies
Chap.1.4.1.II
GOV-3 Integration of sustainability-related performance in incentive schemes Chap.1.4.1.II
GOV-4 Statement on due diligence Not reported
GOV-5 Risk management and internal controls over sustainability reporting Chap.1.4.1.I
SBM-1 Strategy, business model and value chain Chap.1.2.1, 1.2.2, 1.2.3, 1.4.1.I,
1.4.3.II
GRI content index
(2-7, 201-1)
SBM-2 Interests and views of stakeholders Chap.1.4.1.IV
SBM-3 Material impacts, risks and opportunities and their interaction with strategy
and business model
Chap.1.4.1.I
REPORTING STANDARD REF. DISCLOSURE REQUIREMENT LOCATION
IRO-1 Description of the processes to identify and assess material impacts, risks and
opportunities
Chap.1.2.5, 1.4.1.III
IRO-2 Disclosure requirements in ESRS covered by the undertaking's sustainability
statement
Current table
MDR-P Policies adopted to manage material sustainability matters Chap.1.4.1.I
MDR-A Actions and resources in relation to material sustainability matters Chap.1.4.2.II/III/IV, 1.4.3.I/II/III/IV,
1.4.4.I/II/V/VI
MDR-M Metrics in relation to material sustainability matters Chap.1.4.1.I, 1.4.2.II/III/IV,
1.4.3.I/II/III/IV, 1.4.4.I/II/V/VI
MDR-T Tracking effectiveness of policies and actions through targets Chap.1.4.1.I, 1.4.2.II/ IV,
1.4.3.I/II/, 1.4.4. V/VI
ESRS E1
CLIMATE CHANGE
GOV-3 (ESRS 2) Integration of sustainability-related performance in incentive schemes Chap.1.4.1.II
E1-1 Transition plan for climate change mitigation Chap.1.4.2.II
SBM-3 (ESRS 2) Material impacts, risks and opportunities and their interaction with strategy
and business model
Chap.1.4.2,1.4.2.II
IRO-1 (ESRS 2) Description of the processes to identify and assess material climate-related
impacts, risks and opportunities
Chap.1.2.5, 1.4.2
E1-2 Policies related to climate change mitigation and adaptation Chap.1.4.2, 1.4.2.II
E1-
3
Actions and resources in relation to climate change policies Chap.1.4.2.II
E1-4 Targets related to climate change mitigation and adaptation Chap.1.4.2.II
E1-5 Energy consumption and mix Chap.1.4.2.II
GRI content index
(302-1/3)
E1-6 Gross Scopes 1, 2, 3 and Total GHG emissions Chap.1.4.2.II
GRI content index
(305-1/2/3/4)
REPORTING STANDARD REF. DISCLOSURE REQUIREMENT LOCATION
E1-7 GHG removals and GHG mitigation projects financed through carbon credits Not reported
E1-8 Internal carbon pricing Chap.1.4.2.II
E1-9 Anticipated financial effects from material physical and transition risks and
potential climate-related opportunities
Not reported
IRO-1 (ESRS 2) Description of the processes to identify and assess material pollution-related
impacts, risks and opportunities
Non-material
E2-1 Policies related to pollution Non-material
ESRS E2
POLLUTION
E2-2 Actions and resources related to pollution Non-material
E2-3 Targets related to pollution Non-material
E2-4 Pollution of air, water and soil Non-material
E2-5 Substances of concern and substances of very high concern Non-material
E2-6 Anticipated financial effects from pollution-related impacts, risks and
opportunities
Non-material
IRO-1 (ESRS 2) Description of the processes to identify and assess material water and marine
resources-related impacts, risks and opportunities
Not reported
ESRS E3
WATER
AND
MARINE
RESOURCES
E3-1 Policies related to water and marine resources Not reported
E3-2 Actions and resources related to water and marine resources Chap.1.4.2.III
E3-3 Targets related to water and marine resources Chap.1.4.2.III
E3-4 Water consumption Chap.1.4.2.III
GRI content index
(303-3)
REPORTING STANDARD REF. DISCLOSURE REQUIREMENT LOCATION
E3-5 Anticipated financial effects from water and marine resources-related impacts,
risks and opportunities
Not reported
ESRS E4
BIODIVERSITY
ECOSYSTEMS
SBM 3 Material impacts, risks and opportunities and their interaction with strategy
and business model
Non-material
IRO-1 (ESRS 2) Description of processes to identify and assess material biodiversity and
ecosystem-related impacts, risks and opportunities
Non-material
E4-2 Policies related to biodiversity and ecosystems Non-material
AND E4-3 Actions and resources related to biodiversity and ecosystems Non-material
E4-4 Targets related to biodiversity and ecosystems Non-material
E4-5 Impact metrics related to biodiversity and ecosystems change Non-material
E4-6 Anticipated financial effects from biodiversity and ecosystem-related risks and
opportunities
Non-material
ESRS E5
RESOURCE
USE
CIRCULAR ECONOMY
AND IRO-1 (ESRS 2) Description of the processes to identify and assess material resource use and
circular economy-related impacts, risks and opportunities
Not reported
E5-1 Policies related to resource use and circular economy Not reported
E5-2 Actions and resources related to resource use and circular economy Chap.1.4.2.IV
E5-3 Targets related to resource use and circular economy Chap.1.4.2.IV
E5-4 Resource inflows Chap.1.4.2.IV
GRI content index
(301-1)
E5-5 Resource outflows Chap.1.4.2.IV,
GRI content index
(306-3/4/5)
E5-6 Anticipated financial effects from resource use and circular economy-related
impacts, risks and opportunities
Not reported
ESRS S1
OWN WORKFORCE
SBM-2 (ESRS 2) Interests and views of stakeholders Chap.1.4.1.IV, 1.4.3.I/II
SBM-3 (ESRS 2) Material impacts, risks and opportunities and their interaction with strategy
and business model
Chap.1.4.3.I/II,.1.4.4.I
S1-1 Policies related to own workforce Chap.1.4.1.I, 1.4.3.I/II, 1.4.4.I
S1-2 Processes for engaging with own workers and workers' representatives about
impacts
Chap.1.4.1.IV, 1.4.3.I/II
S1-3 Processes to remediate negative impacts and channels for own workers to
raise concerns
Chap.1.4.4.I
S1-4 Taking action on material impacts on own workforce, and approaches to
mitigating material risks and pursuing material opportunities related to own
workforce, and effectiveness of those actions
Chap.1.4.3.I/II
S1-5 Targets related to managing material negative impacts, advancing positive
impacts, and managing material risks and opportunities
Chap.1.4.3.I/II
S1-6 Characteristics of the undertaking's employees Chap.1.4.3.II
GRI content index
(2-7, 401-1)
S1-7 Characteristics of non-employee workers in the undertaking's own workforce GRI content index
(2-8)
S1-8 Collective bargaining coverage and social dialogue Chap.1.4.3.II
GRI content index
(2-30)
S1-9 Diversity metrics Chap.1.4.3.II
GRI content index
(405-1)
S1-10 Adequate wages GRI content index
(202-1)
S1-11 Social protection Chap.1.4.3.III
S1-12 Persons with disabilities Not reported
S1-13 Training and skills development metrics Chap.1.4.3.II
GRI content index
(404-1/3)
S1-14 Health and safety metrics Chap.1.4.3.I
GRI content index
(403-8/9,10)
S1-15 Work-life balance metrics Not reported
S1-16 Compensation metrics (pay gap and total compensation) Chap.1.4.3.II
GRI content index
(2-21, 405-2)
S1-17 Incidents, complaints and severe human rights impacts Chap.1.4.4.I,
GRI content index
(406-1)
ESRS S2
WORKERS IN THE VALUE
CHAIN
SBM-2 (ESRS 2) Interests and views of stakeholders Chap.1.4.1.IV
SBM-3 (ESRS 2) Material impacts, risks and opportunities and their interaction with strategy
and business model
Cap.1.4.4.I
S2-1 Policies related to value chain workers Chap.1.4.4.I
S2-2 Processes for engaging with value chain workers about impacts Chap.1.4.1.IV, 1.4.4.I
S2-3 Processes to remediate negative impacts and channels for value chain workers
to raise concerns
Chap.1.4.4.I
S2-4 Taking action on material impacts on value chain workers, and approaches to
managing material risks and pursuing material opportunities related to value
chain workers, and effectiveness
of those actions
GRI content index
(403-7)
S2-5 Targets related to managing material negative impacts, advancing positive
impacts, and managing material risks and opportunities
Not reported
ESRS S3
AFFECTED COMMUNITIES
SBM-2 (ESRS 2) Interests and views of stakeholders Chap.1.4.1.IV
SBM-3 (ESRS 2) Material impacts, risks and opportunities and their interaction with strategy
and business model
Chap.1.4.4.I
S3-1 Policies related to affected communities Chap.1.4.4.I
S3-2 Processes for engaging with affected communities about impacts Chap.1.4.1.IV, 1.4.4.I
S3-3 Processes to remediate negative impacts and channels for affected
communities to raise concerns
Chap.1.4.4.I
S3-4 Taking action on material impacts on affected communities, and approaches
to managing material risks and pursuing material opportunities related to
affected communities, and effectiveness of those actions
Chap.1.4.2.IV, 1.4.3.III
S3-5 Targets related to managing material negative impacts, advancing positive
impacts, and managing material risks and opportunities
Chap.1.4.1.I
ESRS S4
CONSUMERS
AND
END
USERS
SBM-2 (ESRS 2) Interests and views of stakeholders Chap.1.4.1.IV
SBM-3 (ESRS 2) Material impacts, risks and opportunities and their interaction with strategy
and business model
Chap.1.4.4.I
S4-1 Policies related to consumers and end-users Chap.1.4.1.I, Chap.1.4.4.V
S4-2 Processes for engaging with consumers and end-users about impacts Chap.1.4.1.IV, 1.4.4.I
S4-3 Processes to remediate negative impacts and channels for consumers and end
users to raise concerns
Chap.1.4.4.I
S4-4 Taking action on material impacts on consumers and end-users, and
approaches to managing material risks and pursuing material opportunities
related to consumers and end-
users, and effectiveness
of those actions
Chap.1.4.2.IV, 1.4.4.V
S4-5 Targets related to managing material negative impacts, advancing positive
impacts, and managing material risks and opportunities
Not reported
GOV-1 (ESRS 2) The role of the administrative, supervisory and management bodies Chap.1.4.4.I
ESRS G1
BUSINESS CONDUCT
IRO-1 (ESRS 2) Description of the processes to identify and assess material impacts, risks and
opportunities
Chap.1.2.5
G1-1 Corporate culture and business conduct policies and corporate culture Cap.1.4.4.I
G1-2 Management of relationships with suppliers Chap.1.4.4.II
G1-3 Prevention and detection of corruption and bribery Chap.1.4.4.I
GRI content index
(205-2)
G1-4 Confirmed incidents of corruption or bribery Chap.1.4.4.I
GRI content index
(2-27, 205-3)
G1-5 Political influence and lobbying activities GRI content index
(415-1)
G1-6 Payment practices Not reported

III. CMVM correlation table

This table allows the contents of the sustainability reporting to be correlated with the elements required in the reporting model for disclosing non-financial information recommended by the CMVM. This model, applicable to companies issuing securities admitted for trading on regulated markets, results from appeals to the applicable legal system.

PART I -
INFORMATION ON THE POLICIES ADOPTED
Chap./Subchap CONTENT CORRELATION
A.
Introduction
1. Description of the Company's general policy regarding sustainability issues, indicating
any changes to previously approved policy.
Chap.1.2.3 "Building 26 for a Sustainable Future"
Strategy
Chap.1.4.1.I Strategic approach to sustainability
2. Description of non-financial information reporting methodology and reasons for its
adoption, including any changes in relation to previous years and reasons therefore.
GRI
Content Index: 2-4
B.
Corporate and Business Model
1.
General description of the Company's Group's business model and form of
organisation, stating the main business areas and markets of operation (if possible, using
organisational charts, graphs or functional diagrams).
Chap.1.2.1 The
Mota-Engil
world
Chap.1.2.2 Business areas
C.
Main risk factors
Chap./Subchap CONTENT CORRELATION
1. Identification of the main risks associated to the matters under report and arising from
the Company's activities, products, services or business relations, including, where
applicable and possible, supply and subcontracting chains.
GRI Content Index:
2-12/13
Chap.1.2.3 "Building 26 for a Sustainable Future"
Strategy
Chap.1.2.4 Risk management
2. Indication of how the Company identifies and manages these risks.
3. Explanation of the functional division, including governing bodies, commissions,
committees,
or
departments
responsible
for
risk
identification
and
management/monitoring.
4. Express indication of any new and former risks identified by the Company regarding
previous years.
5. Indication and brief description of the main opportunities identified by the Company
regarding the matters in the report.
D.
Implemented policies
I. Environmental policies 1. Description of the Company's strategic objectives
and key actions to achieve those.
Chap.1.2.3 "Building 26 for a Sustainable Future"
Strategy
Chap.1.4.1.I Strategic approach to sustainability
Chap.1.4.2
Environmental information
2. Description of the established key performance
indicators.
GRI
Content Index: 2-27, 301-1 to 306-3
3. Indication, on a year-over-year basis, of the
degree to which these objectives were achieved, by
reference to at least:
Chap.1.4.2.II Climate change
Chap.1.4.2.IV Use of resources and
the
circular
economy
i. Sustainable use of resources GRI Content Index: 301-1, 302-1/3, 303-1/2/3
ii. Pollution and climate change GRI Content Index: 305-1/2/3/4/7
iii. Circular economy and waste management GRI Content Index: 306-1/2/3/4/5
iv. Biodiversity protection GRI Content Index: 304-1/2
II. Social and tax policies 1. Description of the Company's strategic objectives
and key actions to achieve those.
Chap.1.2.3 "Building 26 for a Sustainable Future"
Strategy
Chap.1.4.1.I Strategic approach to sustainability
Chap.1.4.1.IV Mota-Engil Group
stakeholders
Chap.1.4.4.II Supply chain management
Chap.1.4.3.III Social responsability
Chap.1.4.3.IV Manuel António da Mota
Foundation
Chap./Subchap CONTENT CORRELATION
2. Description of the established key performance
indicators.
GRI Content Index: 2-25, 2-27, 201-1, 204-1, 308-1/2, 413-1,
414-1/2
3. Indication, on a year-over-year basis, of the
degree to which these objectives were achieved, by
reference to at least:
i. Company's commitment to the community Chap.1.4.3.III Social responsability
Chap.1.4.3.IV Manuel António da Mota Foundation
GRI Content Index: 413-1
ii. Subcontracting and suppliers Chap.1.4.4.II Supply chain management
GRI Content Index: 2-6, 204-1, 308-1/2, 414-1/2
iii. Consumers Chap.1.4.2.IV Use of resources and the
circular
economy
Chap.1.4.4.V Quality and safety of products/services and
critical incident management
iv. Responsible investment Chap.1.4.4.III Responsible investment
v. Stakeholders Chap.1.4.1.IV Mota-Engil Group
stakeholders
GRI Content Index: 2-29
vi. Tax information Chap.1.4.4.IV Tax information
GRI Content Index: 201-1
III. Employees and gender 1. Description of the Company's strategic objectives Chap.1.2.3 "Building 26 for a Sustainable Future"
Strategy
equality and non-discrimination and key actions to achieve those. Chap.1.4.1.I Strategic approach to sustainability
Chap.1.4.3.I Occupational health and safety
Chap.1.4.3.II Talent management
2. Description of the established key performance
indicators.
GRI Content Index: 2-7/30, 202-1/2, 401-1/2, 402-1, 403-
1/2/3/4/5/6/7/8/9/10, 404-1/2/3, 405-1/2, 406-1
3. Indication, on a year-over-year basis, of the
degree to which these objectives were achieved, by
reference to at least:
Chap./Subchap CONTENT CORRELATION
i. Employment Chap.1.4.3.II Talent management
GRI Content Index: 2-7, 2-20, 202-1, 401-1, 402-1, 404-1,
405-1/2, 406-1
ii. Work organisation Chap.1.4.3.II Talent management
Chap.1.4.3.III Social responsability
GRI Content Index: 401-2
iii. Health and safety Chap.1.4.3.I Occupational health and safety
GRI Content Index: 403-1/2/3/4/5/6/7/8/9/10
iv. Social relations Chap.1.4.3.II Talent management
GRI Content Index: 2-30
v. Training Chap.1.4.3.II Talent management
GRI Content Index: 404-1/2/3
vi. Equality Chap.1.4.3.II Talent management
Chap.1.4.4.I Business conduct
GRI Content Index: 405-1/2, 406-1
IV. Human Rights 1. Description of the Company's strategic objectives
and key actions to achieve those.
Chap.1.2.3 "Building 26 for a Sustainable Future"
Strategy
Chap.1.4.1.I Strategic approach to sustainability
Chap.1.4.4.I Business conduct
Chap.1.4.4.II Supply chain management
2. Description of the established key performance
indicators.
GRI Content Index: 2-23, 406-1, 407-1, 408-1, 409-1, 410-1,
411-1
3. Indication, on a year-over-year basis, of the degree
to which these objectives were achieved, by
reference to at least:
Chap.1.4.4.I Business conduct
Chap.1.4.4.II Supply chain management
Chap./Subchap CONTENT CORRELATION
i. Due diligence procedures
ii. Measures to prevent the risk
iii. Lawsuits
V. Fight against corruption and
bribery attempts
1. Corruption prevention: measures and instruments
adopted to prevent corruption and bribery; policies
implemented to dissuade employees and suppliers
from engaging in these practices; information on the
compliance system, indicating the relevant functional
managers, if any; indication of legal proceedings
involving the company, its directors or employees
related to corruption or bribery; measures adopted in
relation to public procurement, if relevant.
Chap.1.4.4.I Business conduct
GRI Content Index: 2-23, 2-26, 205-1/2/3
2.
Prevention of money laundering (for issuers
subject to these rules): information on measures to
prevent and combat money laundering.
Chap.1.4.4.I Business conduct
GRI Content Index: 2-23, 2-26, 205-1/2/3
3. Codes of ethics: indication of any code of ethics to
which the Company may have adhered or which it
may have implemented; indication of the respective
mechanisms for implementation and monitoring of
compliance with the code, if applicable.
Chap.1.4.4.I Business conduct
GRI Content Index: 2-23, 2-26, 205-1/2/3
4. Management of conflicts of interest: measures to
manage and monitor conflicts of interest, namely
requiring managers and employees to sign
declarations of interest, incompatibilities and
impediments.
Chap.1.4.4.I Business conduct
GRI Content Index: 2-15

PART II - INFORMATION ON STANDARDS/DIRECTIVES FOLLOWED

CHAP./SUBCHAP CONTENT CORRELATION
1. Identification of the
standards/guidelines followed for
reporting non-financial
information
Identification of the standards / guidelines followed
for preparation of non-financial information,
including
alternatives
and
other
principles
considered in the Company's performance, if
applicable.
In case the Company refers to the Sustainable
Development Goals (SDGs) of the United Nations
2030 Agenda, include identification of those to
which the Company is committed to contribute,
indicating the measures taken each year to achieve
the goals set for each of these SDGs. In other words,
identify concrete actions, projects or investments
aimed at achieving these SDGs.
Chap.1.4.1 General information
Chap.1.4.1.I Strategic approach to sustainability
2. Identification of the scope and
methodology for calculating the
indicators
Description
of
the
scope
and
calculation
methodology (including the calculation formula) for
the relevant indicators, including any limitations of
the reporting. Where possible, a table should be
presented showing correspondence between the
relevant indicators and principles or objectives,
referring to the location where the information is
detailed (e.g., the page of the stand-alone report on
non-financial information, the annual report,
different document or the Company's website
GRI Content Index
Chap.1.4.1.IV Mota-Engil Group
stakeholders
3. Reasons for lack of application of
a policy
If the Company does not apply policies with respect
to one or more issues, the non-financial information
report provides an explanation why this is the case.
---
CHAP./SUBCHAP CONTENT CORRELATION
4. Other information Additional elements or information that are not
included in the previous points but are relevant for
understanding framing and justifying the relevance
of disclosed non‐financial information, in particular
regarding networks/groups of entities linked to
issues
of
organisations'
sustainability
and
responsibility that it
is a member of/belongs to,
whether at national or international level, and
sustainability commitments that the Company has
pledged at its discretion, at local or global level.
Chap.1.4.1.I
Strategic approach to sustainability
GRI Content Index: 2-23, 2-28

284

TWO

INTEGRATED REPORT 2023

2.1

285

CONSOLIDATED FINANCIAL INFORMATION

CONSOLIDATED INCOME STATEMENT BY NATURES FOR THE YEARS ENDED 31 DECEMBER 2023 AND 2022

(Amounts stated in thousand Euros)

Year
Notes 2023 2022
restated
Sales and services rendered 2 5,551,897 3,804,258
Cost of goods sold, mat. cons. and changes in production 3 (1,534,647) (925,164)
Third-party supplies and services 4 (2,327,038) (1,705,829)
Wages and salaries 5 (906,464) (677,951)
Other operating income / (expenses) 6 53,551 45,389
Amortisations and depreciations 7, 15, 16 and 17 (281,349) (278,656)
Impairment losses 8 (21,206) (2,632)
Provisions 8 (18,618) (16,202)
Financial income and gains 9 272,702 446,170
Financial costs and losses 9 (448,742) (600,357)
Gains / (losses) in associates and joint ventures 10 15,407 (5,478)
Gains / (losses) on the acquisition and disposal of subsidiaries, joint ventures and
associated companies
11 40,236 44,963
Net monetary position 46 - 10,550
Income before taxes 12 395,726 139,062
Income tax 12 (129,847) (39,655)
Consolidated net profit of the year 265,879 99,407
Attributable:
to non-controlling interests 38 152,726 46,985
to the Group 13 113,153 52,422
Earnings per share:
basic 13 0.376 € 0.174 €
diluted 13 0.376 € 0.174 €

CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME FOR THE YEARS ENDED 31 DECEMBER 2023 AND 2022

(Amounts stated in thousand Euros)

Year
Notes 2023 2022
restated
Consolidated net profit of the year 265,879 99,407
Items of other comprehensive income that may be reclassified to the income statement
Companies consolidated by the full consolidation method
Exchange differences arising from the translation of financial statements expressed in
foreign currencies:
29
Of which, associated with the impact of hyperinflation in Angola and Zimbabwe in previous
years
(12,521) 5,155
Others (186,211) 74,419
Changes in the fair value of derivative financial instruments of cash flow hedges (2,371) 3,989
Deferred taxes related to the changes in the fair value of derivative financial instruments of
cash flow hedges
533 (733)
Impact of hyperinflation in Zimbabwe 46 - (10,550)
Companies consolidated by the equity method
Exchange differences arising from the translation of financial statements expressed in
foreign currencies
1,795 (4,734)
Changes, net of taxes, in the fair value of derivative financial instruments of cash flow
hedges
1,568 32,693
Other comprehensive income of companies consolidated by the equity method 150 292
Items of other comprehensive income that will not be reclassified to the income statement
Companies consolidated by the full consolidation method
Changes in the revaluation surplus of tangible assets and right of use assets 16 and 17 99,553 9,514
Deferred taxes related to the changes in the revaluation surplus of tangible assets and right
of use assets
(27,266) (2,379)
Actuarial deviations 39 857 1,079
Deferred taxes related to actuarial deviations (191) (259)
Changes in the fair value of other financial investments recorded at fair value through other
comprehensive income
20 (5,065) 3,700
Deferred taxes related to the changes in the fair value of other financial investments
recorded at fair value through other comprehensive income
1,190 (814)
Total of other comprehensive income (127,978) 111,372
Total consolidated comprehensive income of the year 137,901 210,779
Attributable:
to non-controlling interests 118,036 87,751
to the Group 19,865 123,028

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AT 31 DECEMBER 2023 AND 2022

(Amounts stated in thousand Euros)

Notes 2023 2022
restated
Assets
Non-current
Goodwill 14 12,567 18,963
Intangible assets 15 744,201 752,219
Tangible assets 16 839,025 633,942
Right of use assets 17 256,346 301,909
Financial investments in associated companies 18 115,325 132,770
Financial investments in joint ventures
Other financial investments recorded at amortised cost
19
20
190,394
44,332
119,465
93,413
Other financial investments recorded at fair value through other comprehensive income 20 73,629 63,201
Investment properties 21 125,802 103,471
Customers and other debtors 23 331,643 251,129
Contract assets 24 21,997 5,139
Other non-current assets 25 48,271 40,742
Derivative financial instruments 32 857 4,000
Deferred tax assets
Total of non-current assets
12 193,026
2,997,413
234,992
2,755,357
Current
Inventories
22 532,891 528,757
Customers and other debtors 23 1,640,088 1,453,952
Contract assets 24 688,543 589,669
Other current assets 25 148,969 79,073
Derivative financial instruments 32 755 58
Corporate income tax 26 43,496 39,021
Other financial investments recorded at amortised cost 20 79,279 32,404
Other financial applications
Cash and cash equivalents without recourse – Demand deposits
27
27
177,258
59,168
78,577
93,368
Cash and cash equivalents with recourse – Demand deposits 27 501,227 603,336
Non-current assets held for sale 28 826,795 167,256
Total of current assets 4,698,468 3,665,471
Total Assets 7,695,881 6,420,827
Liabilities
Non-current
Loans without recourse 30 125,609 190,445
Loans with recourse
Other financial liabilities
30
31
1,078,037
11,451
843,161
13,630
Lease liabilities 17 192,820 208,861
Suppliers and sundry creditors 33 28,131 16,642
Contract liabilities 34 304,505 294,423
Other non-current liabilities 35 151,116 141,368
Provisions 37 133,255 142,556
Deferred tax liabilities
Total of non-current liabilities
12 224,510
2,249,435
199,482
2,050,567
Current
Loans without recourse
30 112,518 30,220
Loans with recourse 30 720,220 776,918
Other financial liabilities 31 394,838 206,422
Lease liabilities 17 160,256 141,236
Derivative financial instruments 32 - 1,206
Suppliers and sundry creditors 33 1,499,128 1,285,867
Contract liabilities 34 737,499 636,123
Other current liabilities
Corporate income tax
35
36
723,789
43,884
633,181
32,238
Non-current liabilities held for sale 28 308,806 73,237
Total of current liabilities 4,700,938 3,816,649
Total Liabilities 6,950,373 5,867,216
Shareholders' equity
Share capital 29 306,776 306,776
Own shares 29 (10,232) (10,232)
Reserves, retained earnings and share premiums 29 (183,336) (116,143)
Consolidated net profit of the year 113,153 52,422
Own funds attributable to the Group
Non-controlling interests
38 226,361
519,148
232,824
320,787
Total shareholders' equity 745,509 553,611
Total shareholders' equity and liabilities 7,695,881 6,420,827

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(Amounts stated in thousand Euros)

Fair value reserves
Notes Share capital Own shares Share
premiums
Financial
investments
Fixed assets Derivatives Currency
translation
reserve
Legal
reserves
Other
reserves and
retained
earnings
Net profit of
the year
Own funds
attributable
to the Group
Own funds
attributable to
non-controlling
interests
Total
shareholders
' equity
Balance on 31 december2021
(audited)
306,776 (10,232) 126,034 19,411 86,965 5,858 (370,569) 57,733 (90,577) 21,641 153,040 296,870 449,909
Disregard of the Lineas subgroup
as a non-current asset held for sale
- - - - - 13,579 1,989 - (35,739) 2,461 (17,709) - (17,709)
Balance at 1 January 2022
restated
306,776 (10,232) 126,034 19,411 86,965 19,437 (368,580) 57,733 (126,315) 24,101 135,330 296,870 432,200
Movements with equity holders
Dividend distribution - - - - - - - - (20,747) - (20,747) (10,235) (30,983)
Other movements
Other comprehensive income of
the year
- - - 2,886 11,023 35,907 30,521 - (9,730) - 70,606 40,766 111,372
Consolidated net profit of the year - - - - - - - - - 52,422 52,422 46,985 99,407
Transfers to other reserves - - - - - - - - 24,101 (24,101) - - -
Others - - - - - - - - (13,785) - (13,785) 5,091 (8,695)
Changes in the ownership interest
in subsidiaries:
- Other acquisitions / disposals of
non-controlling interests
38 - - - - - - - - 8,998 - 8,998 (58,689) (49,691)
Balance at 31 December 2022
restated
1.2. 306,776 (10,232) 126,034 22,297 97,988 55,344 (338,059) 57,733 (137,478) 52,422 232,824 320,787 553,611
Balance at 1 January 2023 306,776 (10,232) 126,034 22,297 97,988 55,344 (338,059) 57,733 (137,478) 52,422 232,824 320,787 553,611
Movements with equity holders
Dividend distribution 29 - - - - - - - - (30,138) - (30,138) (35,060) (65,197)
Increase/Decrease in share capital 38 - - - - - - - - - - - 107,777 107,777
Other movements
Other comprehensive income of
the year
- - - (3,875) 57,858 (269) (147,668) - 666 - (93,288) (34,690) (127,978)
Consolidated net profit of the year - - - - - - - - - 113,153 113,153 152,726 265,879
Transfers to other reserves - - - - - - - - 52,422 (52,422) - - -
Others - - - - - - - - 20,346 - 20,346 13,172 33,518
Changes in the ownership interest
in subsidiaries:
- Other acquisitions / disposals of
non-controlling interests
38 - - - - - - - - (16,536) - (16,536) (5,566) (22,102)
Balance at 31 December 2023 306,776 (10,232) 126,034 18,422 155,846 55,075 (485,727) 57,733 (110,718) 113,153 226,361 519,148 745,509
To be read with the Notes to the Consolidated Financial Statements

* 0

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEARS ENDED 31 DECEMBER 2023 AND 2022

(Amounts stated in thousand Euros)

Notes 2023 2022
Operating activities
Cash receipts from customers 5,210,375 4,187,069
Cash paid to suppliers (3,864,453) (2,557,675)
Cash paid to employees (891,868) (668,258)
Cash generated from operating activities 454,054 961,136
Income tax (paid)/received (61,529) (67,536)
Other receipts/(payments) generated by operating activities (65,823) (27,347)
Net cash-flows from operating activities (1) 326,703 866,254
Investment activities
Cash receipts from:
Financial investments 43 40,175 159,056
Tangible assets, intangible assets and right of use assets 30,655 19,822
Investment grants 10,439 8,750
Interest and similar income 91,619 64,635
Dividends 43 16,601 5,385
189,489 257,647
Cash paid in respect of:
Financial investments 43 (115,357) (18,898)
Other financial applications (98,681) (19,736)
Tangible assets, intangible assets and right of use assets (455,307) (257,387)
Investment properties (70) (3,646)
(669,415) (299,667)
Net cash-flows from investment activities (2) (479,927) (42,019)
Financing activities
Cash receipts from:
Loans obtained 30 1,663,507 1,322,274
Factoring and Supplier payment management operations 31 562,456 418,104
2,225,963 1,740,378
Cash paid in respect of:
Loans obtained 30 (1,240,825) (1,292,953)
Factoring and Supplier payment management operations 31 (370,695) (552,199)
Lease contracts 17 (193,561) (152,937)
Interest and similar expense (345,551) (230,561)
Dividends 43 (60,474) (27,151)
(2,211,106) (2,255,800)
Net cash-flows from financing activities (3) 14,857 (515,422)
(138,367) 308,812
Variation of cash and cash equivalents (4)=(1)+(2)+(3) - (19,993)
Impact of hyperinflation on cash and cash equivalents 2,058 15,296
Exchange rate effect - 8,705
Impact of hyperinflation on the initial balance of cash and cash equivalents 696,705 383,884
Cash and cash equivalents at the beginning of the year 27 560,396 696,705
Cash and cash equivalents at the end of the year 27

0. Introduction

Mota-Engil, SGPS, SA, with its head office at Edifício Mota, Rua do Rego Lameiro, 38, 4300-454 Porto - Portugal (Mota-Engil SGPS or the Company), and its subsidiaries (the Group or the Mota-Engil Group) mainly operates in public and private construction works and related activities, as well as, waste collection and treatment. The Group's business is primarily developed in three regions: Europe, Africa and Latin America. Lastly, the shares of Mota-Engil SGPS are listed at Euronext Lisbon and Mota-Engil SGPS has bonds listed at Luxembourg Stock Exchange.

These financial statements are included by the equity method in the consolidated financial statements of Mota Gestão e Participações, SGPS, S.A. (direct shareholder of the Company – MGP) and in the consolidated financial statements of China Communications Construction Group (CCCC).

All the amounts disclosed in these notes are presented in thousand euros, rounded off to the unit, unless explicitly stated otherwise.

1.Basis of presentation, consolidation and material accounting policies

1.1 BASIS OF PRESENTATION

The consolidated financial statements of the Mota-Engil Group were prepared on a going concern basis from the books and accounting records of the companies comprising it, adjusted in the consolidation process.

The Board of Directors assessed the ability of the Group to operate on a going concern basis, based on all relevant information, facts and circumstances of financial commercial or other nature, including subsequent events, occurred after the reference date of the financial statements, available about the future. As a result of the assessment made, the Board of Directors concluded that the Group has adequate resources to maintain its business and has no intention to cease it in the short term. Therefore, the use of the going concern assumption in the preparation of the accompanying consolidated financial statements was considered appropriate.

The consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), and according to the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) or by the former Standards Interpretations Committee (SIC), as adopted by the European Union on 1 January 2023. Regarding Group companies which use different accounting standards, the respective financial statements were subject to conversion adjustments to IFRS.

The accompanying consolidated financial statements were prepared based on the historical cost, except for certain classes of tangible assets, for investment properties, for some equity investments and for derivative financial instruments, which were recorded at their revalued cost or at their fair value at the end of each reporting period, as described in the accounting policies below.

The fair value is the amount by which an asset can be exchanged, or a liability settled, among parties with know-how and willing to do so, in a transaction in which there is no connection between them, regardless of the fact that said price can be directly verified or estimated using other valuation techniques. By estimating the fair value of an asset or liability, the Group takes into account the characteristics that the market players would also consider when they price the asset or liability on the measuring date.

In addition, for financial reporting purposes, measurement at fair value is ranked according to a three-tiered system (Level 1, 2 and 3) which takes into consideration, namely, whether the data used can be observed in an active market and its relevance in the valuation of the assets / liabilities or at their disclosure.

The aforesaid tiered system is comprised by:

  • Level 1 the fair value is set based on prices of an active market for identical assets / liabilities;
  • Level 2 the fair value is set based on data other than the market prices identified in Level 1, but which can be observed in the market; and
  • Level 3 the fair value is set based on valuation models whose main data cannot be observed in the market.

1.1.1 STANDARDS, INTERPRETATIONS, AMENDMENTS AND REVISIONS WHICH BECAME IN FORCE DURING THE YEAR

The following standards, interpretations, amendments and revisions endorsed by the European Union were adopted by the first time during the year ended 31 December 2023:

Standard / Interpretation Applicable in the European
Union in the financial years
started in or after
Contents
IAS 1 (amendment) - Disclosure of accounting
policies
01/Jan/23 Amendment to the disclosure requirements of accounting policies based on the definition of
"material" instead of "significant". Information related to an accounting policy is considered
material if, in its absence, the users of the financial statements do not have the ability to
understand other financial information included in those financial statements. Immaterial
information related to accounting policies do not need to be disclosed. IFRS Practice Statement
2 was also amended to clarify how the concept of "material" applies to the disclosure of
accounting policies.
IAS 8 (amendment) - Disclosure of accounting
estimates
01/Jan/23 Inclusion of the definition of accounting estimate and how it differs from changes in accounting
policies. Accounting estimates are defined as monetary amounts subject to measurement
uncertainty, used to achieve the objectives of an accounting policy.
IAS 12 (amendment), Deferred tax related to assets
and liabilities arising from a single transaction
01/Jan/23 IAS 12 will require entities to recognise deferred tax on specific transactions that, on initial
recognition, give rise to equal amounts of taxable and deductible temporary differences. These
applies to the recognition of: i) right-of-use assets and lease liabilities; and ii) provisions for
decommissioning, restoration and similar liabilities, and the corresponding amounts recognised
as part of the cost of the related asset, when in its initial recognition they will not be relevant for
tax purposes. Such temporary differences are not in the scope of the initial recognition
exemption for deferred taxes. This amendment is applied retrospectively.
IAS 12 (amendment), International tax reform –
Pillar two model rules
01/Jan/23 Following the implementation of the OECD's Global Anti-Base Erosion "GloBE") rules, there may
be significant impacts on the calculation of deferred taxes for the entities impacted by it, which,
at this date, are difficult to estimate. This amendment to IAS 12 introduces: i) a temporary
exception to the requirements to recognise and disclose information about deferred tax assets
and liabilities related to Pillar two income taxes; and ii) the additional disclosure requirements
for affected entities (entities belonging to multinational groups that have consolidated revenues
of €750 millions in at least two out of the last four years), such as: the fact that the exception was
applied, the current tax expense related to Pillar two rules, and the reasonable estimate of the
impact of Pilar two rules between the date the legislation becomes enacted and the date it
becomes effective.
IFRS 17 (new and amendment), Insurance contracts 01/Jan/23 This new standard replaces the IFRS 4 and applies to all insurance companies, reinsurance or
investment contracts with discretionary profit sharing characteristics if they are also issuers of
insurance contracts. Under IFRS 17, entities issuing insurance contracts need to evaluate whether
the policyholder can benefit from a given service as part of a claim, or whether that service is
independent of the claim/risk event, and separate the non-insurance component. In accordance
with IFRS 17, entities must identify portfolios of insurance contracts at initial recognition and
divide them, at least, into the following groups: i) contracts that are onerous at initial recognition;
ii) contracts that do not present a significant possibility of becoming onerous in the future; and
iii) remaining contracts in the portfolio. IFRS 17 requires an entity to measure insurance contracts
using updated estimates and assumptions that reflect the timing of cash flows and any
uncertainty relating to insurance contracts. IFRS 17 requires an entity to recognize income as it
provides insurance services (rather than when it collects premiums) and to provide information
about insurance contract earnings that it expects to recognize in the future. IFRS 17 provides for
three measurement methods for accounting for different types of insurance contracts: i) General
measurement model "GMM"); ii) the Premium allocation approach "PAA"); and iii) the ariable
fee approach " FA"). IFRS 17 is retrospectively applicable with some exemptions on the
transition date.
IFRS 17 (amendment) - Initial application of IFRS 17
and IFRS 9 - Comparative information
01/Jan/23 This amendment relates only to insurance companies in the transition to IFRS 17 and allows the
adoption of a classification overlay of a financial asset for which the entity does not restate IFRS
9 comparative information. This amendment seeks to avoid temporary accounting mismatches
between financial assets and insurance contract liabilities in the comparative information
presented, when applying IFRS 17 for the first time, providing for (i) the application on a financial
asset-by-financial asset basis; (ii) the presentation of comparative information as if the
classification and measurement requirements of IFRS 9 had been applied to that financial asset,
but without requiring an entity to apply the impairment requirements of IFRS 9; and (iii) the
obligation to use reasonable and supported information available at the transition date, to
determine how the entity expects that financial asset to be classified in accordance with IFRS 9.

On 31 December 2023, there were no material effects in the accompanying consolidated financial statements resulting from the adoption of the standards / interpretations / amendments and revisions above-mentioned. However, as part of the amendment to IAS - 1, the Group revised the disclosure of its accounting policies.

1.1.2 STANDARDS, INTERPRETATIONS, AMENDMENTS AND REVISIONS THAT WILL BE APPLICABLE IN FUTURE YEARS

The following standards, interpretations, amendments and revisions, with mandatory application in future economic years, were, until 31 December 2023 endorsed by the European Union:

Standard / Interpretation Applicable in the European
Union in the financial years
started in or after
Contents
IAS 1 (amendment), Classification of liabilities as
Non-current and Current and Non-current liabilities
with covenants
01/Jan/24 This amendment clarifies that liabilities are classified as either current or non-current balances
depending on the rights that an entity have to defer its settlement for at least 12 months after
the reporting date. It clarifies also that the covenants that an entity is required to comply with,
on or before the reporting date, affect the classification of a liability as current or non-current,
even if the covenants are only assessed after the entity's reporting date. When an entity classifies
liabilities arising from loan arrangements as non-current and those liabilities are subject to
covenants, it is required to disclose the information that enables investors to assess the risk that
the liabilities could become repayable within 12 months, such as: a) the carrying amount of the
liabilities; b) the nature of the covenants and the compliance date; and c) the facts and
circumstances that indicate the entity may have difficulty complying with covenants when it is
required to do so. This amendment is applied retrospectively.
IFRS 16 (amendment), Lease liability in a sale and
leaseback
01/Jan/24 This amendment introduces guidance for the subsequent measurement of lease liabilities, in the
scope of sale and leaseback transactions that qualify as "sales" under IFRS 15, with higher impact
when some or all the lease payments are variable lease payments that do not depend on an index
or rate. Whilst subsequently measuring lease liabilities, seller-lessees determine "lease
payments" and "revised lease payments" in a way that does not result in the seller-lessees
recognizing any gains/(losses) relating with the right of use that they retain. This amendment is
applied retrospectively.

1.1.3 STANDARDS, INTERPRETATIONS, AMENDMENTS AND REVISIONS NOT YET ENDORSED BY THE EUROPEAN UNION

The following standards, interpretations, amendments and revisions, with mandatory application in future years, were not, until 31 December 2023, endorsed by the European Union:

Standard / Interpretation Applicable in the European
Union in the financial years
started in or after
Contents
IAS 7 (amendment) and IFRS 7 (amendment),
Supplier financing arrangements
01/Jan/24 Supplier financing agreements are characterized by the existence of a financier that undertakes
to pay the balances that an entity owes to its suppliers and the entity, in turn, agrees to pay in
accordance with the terms and conditions of the agreements, in the same date, or later, the date
of payment to suppliers. These amendments require an entity to provide additional disclosures
about its supplier financing arrangements to enable: i) the assessment of how supplier financing
arrangements affect an entity's liabilities and cash flows; and ii) the understanding of the effect
of supplier financing arrangements on an entity's exposure to liquidity risk and how the entity
might be affected if the arrangements were no longer available. The additional requirements
complement presentation and disclosure requirements already in IFRS as set out in the IFRS IC's
Agenda decision of December 2020.
IAS 21 (amendment), The Effects of Changes in
Foreign Exchange Rates: Lack of exchangeability
01/Jan/25 This amendment is still subject to endorsement by the European Union. This amendment adds
requirements for determining whether a currency can be exchanged for another currency
(exchangeability) and defining how to determine the spot exchange rate to be used when it is
not possible to exchange a currency for a long period of time. This change also requires the
disclosure of information that allows understanding how the currency that cannot be
exchanged for another currency affects, or is expected to affect, the financial performance,
financial position and cash flows of the entity, in addition to the spot exchange rate used on the
reporting date and how it was determined.

The standards / interpretations / amendments / revisions referred to in items 1.1.2. and 1.1.3. above were not adopted by the Group for the year ended 31 December 2023. Nevertheless, no material impacts are estimated as a result of their adoption.

The accompanying consolidated financial statements are presented in Euros (thousands) since this is the main currency of the Group's operations. The financial statements of affiliates expressed in foreign currency were translated into Euros in accordance with the accounting policies described in item h) of Note 1.3. of the accompanying notes.

In preparing the accompanying consolidated financial statements in accordance with the IFRS, the Group's oard of Directors adopted certain assumptions and estimates which affected the reported amounts of assets and liabilities, as well, the respective income and expenses incurred, part of which are described in item r) of Note 1.4. of the accompanying notes.

All estimates and assumptions made by the Board of Directors were based on its knowledge of the events and transactions in progress as at the date of approval of the consolidated financial statements.

1.2 COMPARABILITY OF INFORMATION

In the year ended December 31, 2023, as a result of the individualization of a new business area (Mext), the information by segments presented in this annex to the consolidated financial statements was restated to include the six current business units of the Group:

Europe – E&C; Africa – E&C; Latin America – E&C; Environment; Capital; and Mext.

Thus, the main changes that occurred in the 2023 financial year in the Group's operating segments can be summarized as follows:

(i) transfer of the Capital segment to the Mext segment of real estate companies operating in Portugal and on Central Europe of companies operating in the exploration of solar parks and companies operating in the mining area;

(ii) transfer of the Europe - E&C and Africa - E&C segments to the Mext segment of the companies that are developing an agroindustrial project in Angola.

At company level, the main changes that occurred in the 2023 in the operating segments can be summarized as follows:

(i) Transfer of MERE SGPS, Logz and Luso Global Mining, and their respective investee companies, from the Capital segment to the Mext segment;

(ii) Transfer of part of Mamaland from the Europe segment - E&C to the Mext segment;

(iii) Transfer of part of Mamaland from the Africa segment - E&C to the Mext segment.

In addition, in the year ended December 31, 2023, the Group completed the process of accounting for the purchase price allocation, in accordance with the method set out in Note 1.3.e), associated with the acquisition with gain of control of Concessionária Cua. Accordingly, and as set out in IFRS 3, the attached consolidated financial statements have been restated to reflect the effects resulting from that transaction in the financial year 2022.

The effect of the above-mentioned restatement can be summarised as follows:

Gains/(losses) on the
acquisition and
disposal of
subsidiaries, joint
ventures and
associated
companies
Consolidated net
profit of the year
attributable to the
Group
Consolidated net
profit of the year
attributable to
non-controlling
interests
Goodwill Non-current
assets held for
sale
Balances as of December 31, 2022 before
restatement
22,034 40,729 35,750 20,132 143,159
Badwill calculation and revaluation of
previously held interests
22,928 11,694 11,235 (1,169) 24,097
Balances as of December 31, 2022 after
restatement
44,963 52,422 46,985 18,963 167,256

In the financial year ended December 31, 2022, the Group acquired 1% of the share capital of Vyas e Comunicaciones, a company that held approximately 33% of the share capital of Concesionária Cua (concession of a motorway under construction in Mexico), and thus acquired control over such subsidiaries.

Following the completion of the above-mentioned transaction, the Group now owns, through Mota-Engil Mexico and Mota-Engil Latin America, 100% of Vyas e Comunicaciones and Concesionária Cua.

Previously, the Group owned directly 66% of Concessionária Cua and 99% of Vias y Comunicaciones, but the bylaws of the refered companies required that the relevant decisions regarding these companies activity were to be taken with a favorable vote of 75% of the voting rights (Consessionária Cua) and 100% of the voting rights (Vias y Comunicaciones), respectively.

Regarding to this aquisition, the Group accounted for a provisional goodwill on December 31, 2022, of 1,169 thousand euros.

In the year ended 31 December 2023, the Group concluded the accounting for the above mentioned aquisition, having determined the fair value of the previously held interests as well as the fair value of Concesionária Cua's identifiable assets and liabilities, namely its intangible assets associated with the right to operate a motorway concession in Mexico and the correspondent deferred tax liability. Thus, as a result of the above, the Group recorded a total gain of approximately 23,000 thousand euros, corresponding partly to the badwill generated in the acquisition of 1% of the share capital of Vyas e Comunicaciones (approximately 200 thousand euros) and the remainder to the revaluation of the interests previously held – 99% (approximately 22,700 thousand euros).

Concessionária Cua (99%) 38,081
Vias Y Comunicaciones (99%) (14,169)
Accounting value of the previously held interests I 23,912
Concessionária Cua (99%) 60,780
Vias Y Comunicaciones (99%) (14,169)
Fair value of the previously held interests II 46,611
Revaluation Gain III = II - I 22,699
Paid price IV 242
Cost of the business combination V = II + IV 46,853
Concessionária Cua (99%) 61,394
Vias Y Comunicaciones (99%) (14,312)
Fair value of net assets acquired VI 47,082
Goodwill/ (Badwill) VII = V - VI (229)
Gain accounted for in the income statement III - VII 22,928

For the determination of the fair value of the previously held interests and of the intangible asset of Concesionária Cua it was used a discounted cash flow model with the estimated revenues and costs of the concession, adjusted for market assumptions, including discount rates and expected inflation rates.

1.3 BASIS OF CONSOLIDATION

a) Controlled companies

The accompanying consolidated financial statements include the financial statements of the Company and of the entities controlled by it, as well as, those controlled by its subsidiaries. Control is presumed when an entity: (i) has power over the affiliate; (ii) is exposed to and / or has variable rates of return arising from its involvement in the operations of the affiliate; (iii) has the ability to use the above-mentioned power to influence the affiliate's returns. Therefore, some affiliates whose holding percentage held by the Group is below 50% were considered to be controlled by it. The majority of these situations occur when the Group holds a majority financial holding in an affiliate that, in turn, holds another majority financial holding in another affiliated company. On the other hand, some affiliates whose effective holding percentage held by the Group is higher than 50% were not considered to be controlled given the existence of agreements signed with third parties through which shared control over those affiliates was established. Whenever any of the three elements above referred change regarding an affiliate, the Group reassesses the existence of control over it.

The Group controls an affiliate even if it does not hold the majority of the share capital when, by virtue of the voting rights held and / or eventual agreements entered into, it has the practical ability to unilaterally manage the affiliate's relevant activities and is exposed to variable rates of return. On the other hand, the Group does not control a subsidiary, even if it holds a majority of the voting rights, if it does not have the practical ability to manage the subsidiary's activities unilaterally as a result of any agreements it has entered into.

The net profit and further items of other comprehensive income and of equity of controlled companies that correspond to third party holdings in those entities (non-controlling interests) are presented in the consolidated statement of financial position and in the consolidated statement of other comprehensive income under specific captions of " on-controlling interests".

The other comprehensive income of controlled companies is attributable to the Group and to non-controlling interests even if this results in the latter ones having a deficit balance.

During the years ended 31 December 2023 and 2022, the main transactions performed between Group companies can be summarized as follows:

  • (i) Purchases and sales of inventories and fixed assets;
  • (ii) Rendering of construction services;
  • (iii) Rendering of administrative services;
  • (iv) Equipment rentals;
  • (v) Purchase and sell of energy;
  • (vi) Granting and obtainment of loans; and
  • (vii) Dividend distributions.

Controlled companies (included in the accompanying consolidated financial statements through the full consolidation method) are listed in Appendix A to accompanying notes.

b) Associated companies

Financial investments in associated companies are recorded using the equity method and are included in the consolidated statement of financial position under the caption "Financial investments in associated companies".

Financial investments in associated companies are investments in which the Group has significant influence. A significant influence (presumed when voting rights exceed 20%) gives the power to participate in the financial and operational decisions of an entity, without having direct control or joint control over it. Additionally, the Group has significant influence over some entities whose effective holding percentage held by it is below 20%. Most of these situations occur when the Group holds a majority financial holding in a subsidiary that, in turn, controls or has significant influence in an affiliated company.

In accordance with the equity method, the financial investments are initially recorded by their acquisition cost, which is subsequently adjusted:

  • − By the corresponding amount to the roup's share in the comprehensive income (including the net profit of the year) of the associates - against other comprehensive income of the Group or gains or losses of the year, as applicable;
  • − By the dividends received against an account receivable or cash; and
  • − By the potential gains or losses generated in operations with other Group companies which affect the valuation of the roup's assets.

During the years ended 31 December 2023 and 2022, the main transactions performed between Group companies and associated companies can be summarized as follows:

  • (i) Rendering of construction services;
  • (ii) Rendering of administrative services;
  • (iii) Concession and obtainment of loans; and
  • (iv) Dividend distributions.

An impairment analysis is performed to the financial investments in associated companies whenever there is an indication that the asset may be impaired, with a loss being recorded in the consolidated income statement whenever that is confirmed. The recoverable amount of the financial investments in associated companies is, for this purpose, determined in accordance with the provisions established in IAS 36. When impairment losses recognized in prior periods no longer exist, they are subject to a reversal through the recording of the corresponding gain in the consolidated income statement. Impairment losses are recorded as a deduction to the carrying amount of the financial investments.

When the Group's proportion in the accumulated losses of the associate exceeds the amount at which the financial investment is recorded, the investment is recorded by zero until the equity of the associate becomes positive, unless the Group has assumed commitments towards the associated company, recording, in that situation, a provision to deal with those commitments.

Unrealized gains on transactions with associated companies are eliminated in the proportion to the Group's interest against the caption "Financial investments in associated companies". nrealized losses are likewise eliminated, but only up to the point at which the loss does not evidence that the transferred asset is in an impairment situation.

Whenever necessary, the financial statements of the associated companies are adjusted in order to assure their consistency with the accounting policies adopted by the Group.

Financial investments in associated companies are listed in Appendix A to accompanying notes.

c) Joint ventures

Joint ventures are agreements in which the parties who hold joint control of the agreement have rights over their net assets. Joint control is the contractually agreed share of control which exists only when the decisions over relevant activities require the unanimous consent of the parties who share control. Financial investments in joint ventures are recorded in the accompanying consolidated financial statements under the caption "Financial investments in joint ventures" through the equity method as described in item b) above.

In the case of increases in shareholdings in joint ventures, there is no remeasurement of the interests previously held, since there is no change in the categorisation of the investment. Thus, the book value of the existing interest is increased by the cost of the additional interest acquired and goodwill is calculated by the difference between the acquisition cost of that additional interest and the book value of the additional interest's percentage in the net assets of the joint venture.

In the case of reductions in interests in joint ventures that do not change the categorisation of the investment, the proportion of the book value sold is derecognised and the proportion of the gains and losses previously recognised in other comprehensive income that would have to be reclassified to the income statement in the event of the sale of the respective assets and liabilities is recycled to the income statement.

Financial investments in joint ventures are listed in Appendix A to accompanying notes.

d) Joint operations

Joint operations are agreements in which the parties who hold joint control have rights over the assets and obligations towards the liabilities of the agreement. Joint control is the contractually agreed share of control which exists only when the decisions on relevant activities require the unanimous consent of the parties who share control. When a company of the Group develops its activity within the scope of a joint operation, the Group, as a joint operator, recognizes, in relation to its interest in a joint operation, the following elements:

  • − Its assets, including its share on any jointly held assets;
  • − Its liabilities, including its share on any jointly incurred liabilities;
  • − Its share on revenues arising from the sale of joint production; and
  • − Its expenses, including its share on any jointly incurred expenses.

e) Business combinations

To assess whether an acquisition of an asset or a group of assets constitutes a business, the Group identifies the elements in the acquired entity (inputs, processes and outputs), assesses the ability to generate outputs (at a minimum, it must have an input and a substantive process to be assessed as a business) and, finally, assesses the ability of market participants to continue generating outputs (conducting activities as a business).

In the case of an integrated set of activities that is at an early stage of development and has not yet begun to generate outputs, the Group considers other factors to determine whether it constitutes a business, such as: (i) whether planning for the main activities has begun; (ii) whether there are employees, intellectual property and other inputs and processes; (iii) whether a plan is being followed to generate outputs; and/or (iv) whether it is possible to gain access to customers who will purchase the outputs. Generally, an early-stage entity that has employees capable of developing an output will be considered a business.

In line with the above, the Group concludes that IFRS 3 is not applicable when there are no outputs at the acquisition date due to an early stage of development, and the process(es) acquired cannot be considered substantive. Thus, the acquisition of an asset or a group of assets that does not fulfil the conditions to be considered a business is classified as an acquisition of a company outside the scope of IFRS 3.

Business combinations are recorded in accordance with the purchase method. The business combination cost is determined at fair value consisting in the sum, as at the date of acquisition of control, of: (i) fair value of the assets transferred by the Group; (ii) fair value of the liabilities incurred by the Group as a result of the acquisition of control; and (iii) fair value of the equity instruments issued by the Group in exchange for the acquisition of control. Expenses associated with business combinations are recorded in the consolidated income statement as they are incurred.

On the acquisition control date, the identifiable assets and liabilities acquired are measured at fair value, and such measurements may be concluded within twelve months from that date. For fair value measurement purposes, the Group uses the market prices in force for similar assets and liabilities or, in its absence, universally accepted valuation techniques (comparable prices, discounted cash-flows, among others). The excess of the cost of the combination plus the fair value of potential interests previously held in the acquired entity and the value attributed to non-controlling interests in relation to the fair value of identifiable assets and liabilities is recognized as goodwill. If the above-mentioned difference is negative, it is recognized as a gain of the year under the caption "Gains / (losses) on the acquisition and disposal of subsidiaries, joint ventures and associated companies", after reconfirmation of the fair value attributed to the identifiable assets and liabilities acquired. The Group chooses, on a case-by-case basis, the valuation of the non-controlling interests: (i) according to its proportion in the fair value of the acquired assets, liabilities and contingent liabilities or (ii) by its fair value. Up to 1 January 2012, non-controlling interests were exclusively valued in accordance with the corresponding proportion in the fair value of acquired assets and liabilities.

Future contingent payments, if applicable, are recognized as a liability at the time of acquisition at its fair value, with any change in the initially recorded amount being accounted against the carrying amount of goodwill, but only if this occurs within the remeasurement period (12 months after the acquisition date), and if it is related to events prior to the acquisition date. Otherwise, it should be recorded under the caption of consolidated income statement " ains / (losses) on the acquisition and disposal of subsidiaries, joint ventures and associated companies".

When a business combination is achieved in stages, the interest previously held by the Group in the acquired company is remeasured at fair value on the acquisition date and the gain or loss arising therefrom, if any, is recognized in the consolidated income statement under the caption " ains / (losses) on the acquisition and disposal of subsidiaries, joint ventures and associated companies". On the other hand, amounts arising from interests in the acquired company before the acquisition date which had been recognized in other comprehensive income are reclassified to the consolidated income statement, provided that it was the proper treatment if that interest had been disposed of.

The acquisition of financial investments in associated companies is recorded through the purchase method.

Therefore, any surplus / shortfall of the acquisition cost in relation to the fair value of the identifiable assets and liabilities acquired of the associated companies, at the acquisition date, is recognized, respectively, as goodwill (being added to the carrying amount of the financial investment), or as gain in the income statement of the year under the caption "Gains / (losses) on the acquisition and disposal of subsidiaries, joint ventures and associated companies " (in the latter case, after the proper reconfirmation of the fair value of the identifiable assets, liabilities and contingent liabilities).

On the other hand, future contingent payments and subsequent updates following the acquisition of financial investments in associated companies are recorded at fair value through the consolidated income statement.

Lastly, business combinations that result from transactions with entities under common control are recorded in accordance with the purchase method, adopting by analogy the rules of IFRS 3. Additionally, the difference between the amount received and the fair value of the assets and liabilities acquired, the determined difference of acquisition and the revaluation of previously held interests are recorded directly in the consolidated statement of changes in equity.

f) Other changes in interests in controlled entities

The acquisition of interests in companies that are already controlled is treated as a transaction between shareholders and, therefore, does not result in the recognition of any goodwill or result. Consequently, any difference between the respective cost and the carrying amount of the corresponding non-controlling interests acquired is recorded directly in equity. Furthermore, when the disposal of interests in controlled companies does not result in loss of control, the potential differences between the amount transferred to non-controlling interests and the price of the transaction is recorded directly in equity.

When the disposal of interests in a former controlled company results in loss of control by the Group, a gain or loss is recognized in the income statement under the caption " ains / (losses) on the acquisition and disposal of subsidiaries, joint ventures and associated companies" corresponding to the difference between: (i) the fair value of the assets received by the Group plus the fair value of potential interests kept in that company and (ii) the carrying amount of the company's assets and liabilities in the Group's consolidated financial statements and any related potential non-controlling interests.

g) Goodwill

Goodwill is recorded at cost (determined as described in item e) of this Note) less accumulated impairment losses.

Regarding the goodwill generated before the IFRS transition date, the respective cost corresponded to its net book value determined in accordance with the accounting principles generally accepted in Portugal on that date, having it being subject to impairment tests at the transition date. Moreover, and in accordance with the dispositions established in IFRS 1 – First-time Adoption of the International Financial Reporting Standards, the Group did not apply retrospectively the provisions of IAS 21 – The effects of changes in foreign exchange rates to the goodwill generated before the IFRS transition date.

The goodwill generated in the acquisition of subsidiary companies based abroad whose functional currency is not the Euro is recorded in the functional currency of those subsidiaries having it been translated into the Group's functional and reporting currency (Euros) at the exchange rate in force on the reference date of the consolidated statement of financial position. Any currency exchange differences arising from that translation are recorded in equity under the caption "Currency translation reserve".

On an annual basis and with reference to the date of the consolidated statement of the financial position, the Group performs impairment tests on goodwill. Whenever the amount recorded of goodwill is higher than its recoverable amount, an impairment loss is recognized in the income statement under the caption " mpairment losses". For goodwill, the recoverable amount is always estimated for the cash generating unit (CGU) to which it was assigned.

Generally, CGUs correspond to the acquired companies, except for EGF's waste collection and treatment companies, whose CGU corresponded to the group of companies acquired (11 concession companies of waste collection and treatment and two holding companies).

Impairment losses recorded in goodwill cannot be reversed.

h) Translation of companies' financial statements with a functional currency different from uro

The assets and liabilities included in the financial statements of foreign companies (companies that do not use Euro as a functional currency) are translated to Euro, during the consolidation process, using the exchange rates in force at the reference date of the consolidated statement of the financial position. The income and expenses, as well as, the cash flows, are translated to Euro using the average exchange rates for the year, except for companies with a functional currency considered as hyperinflationary, where the exchange rates in force as of the reference date of the consolidated statement of the financial position are used. The resulting exchange differences, generated after 1 January 2004, are recorded in equity under the caption "Currency translation reserve". xchange differences generated up to 1 January 4 ( F S transition date) were transferred to the caption "Other reserves and retained earnings".

Goodwill and fair value adjustments arising from the acquisition of foreign companies are treated as assets and liabilities of those companies and translated to Euro in accordance with the exchange rates in force at the reference date of the consolidated statement of financial position.

Whenever a foreign company is disposed of, the corresponding amount of the accumulated exchange differences is recognized in the income statement as a gain or a loss of disposal, if there is loss of control, or transferred to non-controlling interests if no loss of control occurs.

On 31 December 2023 and 2022, the functional currencies used by the main affiliates of the Group in the preparation of its financial information were as follows:

Subsidiary Business segment Local currency Functional currency Business segment Local currency Functional currency
Mota-Engil Angola Africa - E&C Kwanza (AOA) Kwanza (AOA) Africa - E&C Kwanza (AOA) Kwanza (AOA)
Mota-Engil Costa do Marfim Africa - E&C CFA Franc (XOF) CFA Franc (XOF) Africa - E&C CFA Franc (XOF) CFA Franc (XOF)
Mota-Engil Engenharia e Construção África
(MEECA)
Africa - E&C Euro (EUR) Euro (EUR) Africa - E&C Euro (EUR) Euro (EUR)
Mota-Engil Guiné Mandiana Africa - E&C Guinean Franc (GNF) US Dollar (USD) Africa - E&C Guinean Franc (GNF) US Dollar (USD)
Mota-Engil Nigéria Africa - E&C Nigerian Naira (NGN) US Dollar (USD) Africa - E&C Nigerian Naira (NGN) US Dollar (USD)
Mota-Engil África Angola Branch Africa - E&C Kwanza (AOA) Kwanza (AOA) Africa - E&C Kwanza (AOA) Kwanza (AOA)
Mota-Engil África Malawi Branch Africa - E&C Malawian Kwacha
(MWK)
Malawian Kwacha
(MWK)
Africa - E&C Malawian Kwacha
(MWK)
Malawian Kwacha
(MWK)
Mota-Engil África Moçambique Branch Africa - E&C Metical (MZN) Metical (MZN) Africa - E&C Metical (MZN) Metical (MZN)
Mota-Engil África Rwanda Branch Africa - E&C Rwandian Franc (RWF) US Dollar (USD) Africa - E&C Rwandian Franc (RWF) US Dollar (USD)
EGF Group Companies Environment Euro (EUR) Euro (EUR) Environment Euro (EUR) Euro (EUR)
Suma Environment Euro (EUR) Euro (EUR) Environment Euro (EUR) Euro (EUR)
Consorcio Lamat Latin America -
E&C
Mexican Peso (MXN) Mexican Peso (MXN) Latin America -
E&C
Mexican Peso (MXN) Mexican Peso (MXN)
Empresa Construtora Brasil Latin America -
E&C
Real (BRL) Real (BRL) Latin America -
E&C
Real (BRL) Real (BRL)
FSE Summinitradora Fenix SAPI Latin America -
E&C
Mexican Peso (MXN) Mexican Peso (MXN) Latin America -
E&C
Mexican Peso (MXN) Mexican Peso (MXN)
Generadora Fenix Latin America -
E&C
Mexican Peso (MXN) Mexican Peso (MXN) Latin America -
E&C
Mexican Peso (MXN) Mexican Peso (MXN)
Mota-Engil Latin America BV Euro (EUR) Euro (EUR) Euro (EUR) Euro (EUR) Euro (EUR) Euro (EUR)
Mota-Engil México Latin America -
E&C
Mexican Peso (MXN) Mexican Peso (MXN) Latin America -
E&C
Mexican Peso (MXN) Mexican Peso (MXN)
Mota-Engil Peru Latin America -
E&C
Peruvian Nuevo Sol
(PEN)
Peruvian Nuevo Sol
(PEN)
Latin America -
E&C
Peruvian Nuevo Sol
(PEN)
Peruvian Nuevo Sol
(PEN)
Lineas SGPS Capital Euro (EUR) Euro (EUR) Capital Euro (EUR) Euro (EUR)
Mota-Engil ATIV (a) Capital Euro (EUR) Euro (EUR) Capital Euro (EUR) Euro (EUR)
Mota-Engil Central Europe Polónia Europe - E&C Zloty (PLN) Zloty (PLN) Europe - E&C Zloty (PLN) Zloty (PLN)
Mota-Engil Engenharia e Construção (MEEC) Europe - E&C Euro (EUR) Euro (EUR) Europe - E&C Euro (EUR) Euro (EUR)
EMERGE - Mota-Engil Real Estate Developers
(b)
Capital Euro (EUR) Euro (EUR) Capital Euro (EUR) Euro (EUR)
Mota-Engil SGPS Holding Euro (EUR) Euro (EUR) Holding Euro (EUR) Euro (EUR)

(a) Previously named Manvia.

(b) Previously named Mota-Engil Real Estate Portugal.

The (closing and average) exchange rates used on 31 December 2023 and 2022 in the translation to Euro of the financial statements of the main foreign subsidiaries, joint ventures and associated companies, that do not use Euro as a functional currency, were as follows:

Currency
Closing exchange rates
Average exchange rates
2023 2022 2023 2022
US Dollar (USD) USD 1.11 1.07 1.08 1.05
CFA Franc XOF 655.96 655.96 655.96 655.96
Angolan Kwanza AOA 915.99 537.44 757.52 479.72
Malawian Kwacha MWK 1,859.04 1,092.67 1,255.46 997.61
Mozambican Metical MZN 70.59 68.25 69.23 67.08
Peruvian Nuevo Sol PEN 4.38 4.36 4.21 4.31
Mexican Peso MXN 18.72 20.86 19.07 21.05
Brazilian Real BRL 5.35 5.64 5.40 5.41
Polish Zloty PLN 4.34 4.68 4.52 4.69

Companies in hyperinflationary economies

According to IAS 29 – "Financial reporting in hyperinflationary economies", the financial statements of entities / companies whose functional currency is the currency of a hyperinflationary economy must be expressed in terms of the current measuring unit at the reference date of the consolidated statement of the financial position being the gain or loss in the net monetary position included in the consolidated net profit or loss of the year.

Hyperinflationary economies are defined by the Group as those where some of the following situations occur:

  • i) The general population prefers to keep its wealth in non-monetary assets or in a relatively stable foreign currency. The amounts of local currency held are immediately invested in order to maintain the purchasing power;
  • ii) The general population looks at monetary amounts not in terms of the local currency but in terms of a stable foreign currency. The prices may be expressed in that currency;
  • iii) The credit sales and purchases take place at prices that offset the expected loss of purchasing power during the credit period, even in case of a short one;
  • iv) The interest rates, the wages and prices are linked to a price index; and
  • v) The cumulative inflation rate of the last three years is near, or exceeds, 100%.

Taking into consideration the above mentioned, and since some of those situations occur, Angola (in the years of 2017 and 2018) and Zimbabwe (from 2019 to 2022) were considered hyperinflationary economies. However, in the year 2019, as some of the situations mentioned above have ceased to occur in Angola, the Group, from 1 January 2019 onwards, suspended the application of IAS 29. In addition, in the 2023 financial year, as a result of the change in the functional currency of the Mota-Engil Engineering and Construction Africa Branch in Zimbabwe, the Group also ceased to apply IAS 29 to the latter entity. Nevertheless, the impacts generated in previous years arising from the adoption of that standard, namely those associated with the remeasurement of non-monetary assets and liabilities, will remain until the assets are sold, consumed or amortised and until the liabilities are sold or liquidated.

In order to determine the above-mentioned general price index, the Group used on 31 December 2022 the information disclosed by the National Bank of Zimbabwe regarding the levels of inflation in that country in the last years. Those indexes, can be summarized as follows:

Price index in Zimbabwe
Date Price index
31.12.2017 21,876.16
31.03.2018 21,848.87
30.06.2018 21,835.28
30.09.2018 21,344.33
31.12.2018 15,396.26
31.03.2019 13,099.14
30.06.2019 7,921.19
30.09.2019 4,708.46
31.12.2019 2,478.67
31.03.2020 1,687.18
30.06.2020 946.12
30.09.2020 620.02
31.12.2020 552.55
31.03.2021 495.43
30.06.2021 457.83
30.09.2021 409.12
31.12.2021 343.76
31.03.2022 286.88
30.06.2022 157.03
30.09.2022 107.55
31.12.2022 100.00

Detailed information regarding the impact of the above mentioned restatements in the year ended at 31 December 2022 can be analysed in Note 46.

1.4 MATERIAL ACCOUNTING POLICIES

The material accounting policies adopted in the preparation of the accompanying consolidated financial statements were as follows:

a) Intangible assets

Intangible assets are only recognised when they are identifiable, likely to generate future economic benefits controlled by the Group and can be reliably measured. Intangible assets are measured at acquisition cost, less amortisation and impairments.

Intangible assets are basically comprised by concession operation rights (arising from the adoption of IFRIC 12), intangible assets recognized within the allocation process of fair value to assets and liabilities acquired in business combinations, and software.

IFRIC 12 applies to public service concession contracts under which the concession owner controls (regulates):

  • the services to be provided by the operator (by means of use of the infrastructure), to whom and at what price; and
  • any residual interest on the infrastructure at the end of the contract.

IFRIC 12 applies to infrastructures:

  • that were built or purchased by the operator from third parties; and
  • that already exist and to which the operator is granted access.

Therefore, taking in consideration the above referred, the concessions held by the Group, mainly those assigned to the waste treatment and recovery business (EGF Subgroup), are covered by that IFRIC due to the following reasons:

  • The Group has public service concession contracts established with the State ("Concession owner") during a pre-set period;

  • The Group provides public services through the usage of the infrastructures;

  • The Concession owner controls the services provided and the conditions under which they are provided (as regards concessions in the waste treatment and recovery business namely through ERSAR the regulating body); and

  • The several assets used for the provision of the services fall to the Concession owner at the end of the concession contracts.

On the other hand, IFRIC 12 also establishes the generic principles of recognition and measurement of the rights and obligations associated with concession contracts with the above-mentioned characteristics and defines the following recognition models:

  • i) Intangible asset model applicable when the operator receives from the Concession owner the right to charge a fee according to the usage of the infrastructure. In these situations, the operator should record an intangible asset; and
  • ii) Financial asset model applicable when the operator has an unconditional contractual right to receive cash or another financial asset from the Concession owner corresponding to a specific or a determinable amount. In these situations, the operator should record a financial asset (account receivable). In this model, the Concession owner has few or no discretionary power to avoid the payment since the agreement is generally binding;

Considering the terms of the concession contracts entered into by the concessionaire's companies of the EGF Subgroup, namely its remuneration model, the operations of those concessionaires were considered to be covered by the intangible asset model, mainly due to the fact that the concessionaires have the right to charge a fee to the users and since they assume the operational, investment and financing risks of the concessions.

On the other hand, regarding the residual value of the assets assigned to the concessions, for which, according with the respective concession contracts, the Group has the right to be reimbursed at the end of the concessions for their net book value, this amount was included as a part of the intangible asset, being remunerated annually in accordance with the tariff regulation in application.

In order to amortise the assets assigned to the concessions, the method that best reflected the model by which future economic benefits of the assets are expected to be consumed by the grantor was considered. Therefore, the Group is using the useful lives defined and approved by the regulator (ERSAR), since those are the basis of its annual income, i.e., the concession assets are amortised on a straight-line basis in accordance with the remuneration model underlying the tariff regulation.

The useful lives defined and approved by ERSAR for the main infrastructures assigned to the waste treatment and recovery business are as follows:

Classes Years
Landfill Depletion method
Landfill biogas 7 - 36
WWTP - ETAL 3 - 36
Incineration 3 - 36
CDR production 7 - 36
Selective collection 3 - 10
Landfill sealing Concession period
Transfers and transportation 10 - 36
Mechanical treatment 3 - 36
Screening and ecocenters 3 - 36
Organic and biological recovery 3 - 36
Others 2 - 12

The amortisations of intangible assets are recorded by twelfths under the caption "Amortisations and depreciations" of the consolidated income statement. Any potential changes to the estimated useful life of the intangible assets are carried out prospectively.

On the other hand, it should be highlighted that the right granted within the scope of the concession contracts corresponds to the possibility of the concessionaires to charge tariffs according to the incurred costs with the infrastructures. Thus, taking in consideration the tariff calculation methodology, the remuneration is calculated based on each specific concession asset, which implies the need to divide the right. Therefore, the right can be divided into several components as the different remuneration's basis are fulfilled. Thus, intangible assets increase as the several infrastructures related to the concession are being fulfilled and are recorded at their acquisition / construction cost and decrease as future economic benefits are being consumed.

Regarding the investment grants linked to the concession assets, those are recognized in the consolidated income statement in the same rhythm of the amortisation of the underlying assets.

Lastly, within the scope of the existing concession contracts, the construction activity is subcontracted to external specialized entities. Therefore, EGF concessionaires earn no margin in the construction of the assets allocated to the concessions and so the revenue and the costs with the construction of those assets present an equal amount and are recorded under the captions of "Sales and services rendered" and "Third-party supplies and services".

The remaining intangible assets associated with concessions operation rights are being amortised using the straight-line method, by twelfths, during the remaining term of the respective rights (60 years for those allocated to AMGPagricultura, 20 years for those allocated to Estradas do Zambeze and 7 years for those allocated to Ecoeburnie and Clean Eburnie).

On 31 December 2023, there are no intangible assets of material value with an indefinite useful life or intangible assets of material value generated internally.

b) Real estate assets

Real estate assets (land and buildings) for own use are initially recorded at their acquisition or production cost. However, for the real estate assets, with exception of lands and building assigned to quarries exploration, the Group adopted the revaluation method (revalued amount less accumulated amortisations) as the accounting policy for its subsequent measurement. The respective revalued amount corresponds to its fair value as at the revaluation date. The revaluations are carried out regularly (in a time frame which does not exceed three years) by independent real estate appraisers, in a way that the revalued amount does not differ materially from the fair value of the respective real estate asset. Fair value is determined either through the comparative market method, the income method or the depreciation replacement cost method.

In the comparative market method are used as relevant inputs the acquisition, construction, sale or lease cost per square meter of real estate assets with similar characteristics; in the income method are used as relevant inputs the lease rents in force, the estimated lease rents to be in force after the term of the current contracts and a discount rate that better reflects the risks inherent to the real estate assets; and in the depreciated replacement cost method are used as relevant inputs the construction cost per square meter and the economic / physical depreciation of the real estate asset under analysis.

Adjustments arising from revaluations performed to the real estate assets for own use (with exception of lands and buildings assigned to quarries exploration) are recorded against equity. When a land / building which had been revalued positively in previous years is subsequently revalued negatively, the adjustment is recorded against equity up to the amount corresponding to the increased equity arising from the previous revaluation, less the amount realized through depreciation, with its excess, if any, being recorded as a cost in the consolidated income statement of the year.

Depreciation is allocated on a systematic basis using the straight-line method during the estimated useful life of the buildings, which varies between 20 and 50 years. Land is not depreciated.

Depreciation of real estate assets for own use is recorded by twelfths under the caption "Amortisations and depreciations" of the consolidated income statement. Any potential changes to the estimated useful life of real estate assets for own use are carried out prospectively.

c) Land assigned to quarries exploration

The land assign to quarries exploration is recorded at acquisition cost, deducted from accumulated depreciation and impairment losses. Depreciation of these assets is carried out according to the depletion method, i.e., considering the ratio between the quantities of inert extracted annually and the estimated total reserves of existing inerts, which are assessed regularly through topographic surveys performed by drones.

d) Heavy equipment used for the Engineering and Construction business and other tangible assets

From 1 January 2021, a new class of tangible assets / right of use assets was created for the heavy equipment associated with the Engineering and Construction business (pavers, excavators, dumpers, tractors, cranes, loaders, platforms, engines, and others), and for which the Group adopted the revaluation model (revaluation amount deducted from accumulated amortisation) as the accounting policy for the subsequent measurement of those equipment´s.

The revaluated amount corresponds to the fair value of the equipment at the revaluation date. The revaluations are performed regularly (in a period of time that does not exceed 3 years) by independent evaluators so that the amount revaluated does not materially differ from the fair value of the equipment. The fair value is determined individually, through the market comparative method or through the depreciated replacement cost method.

The comparative market method consists in determining the market value of the equipment by analysis of the prices within active market (transactions) with the same or similar characteristics and traded in the local and international markets.

The depreciated replacement cost method consists in determining the value of replacing the equipment under analysis, taking into consideration the cost of acquiring another with similar functions, deducted from the amount of depreciation / functional obsolescence, physical and economic verified.

Adjustments arising from the revaluation performed to the heavy equipment's referred above are recorded against equity. When a heavy equipment which had been revalued positively in previous years is subsequently revalued negatively, the adjustment is recorded against equity up to the amount corresponding to the increased equity arising from the previous revaluations, less the amount realized through amortisation, with its excess, if any, being recorded as a cost in the consolidated income statement of the year.

Other tangible assets are recorded at acquisition cost, less accumulated depreciation and impairment losses.

Heavy equipment and other tangible assets in progress represent assets still under construction / development and are recorded at acquisition cost, less any potential accumulated impairment losses.

Heavy equipment and other tangible assets depreciation is calculated after the assets are in condition to be used, that is, when the assets are available for use and in the desired conditions, in terms of quality and technical reliability, to operate as intended by the Group's oard of Directors, and are imputed systematically using the straight line method during its useful life, which is determined based on the asset's expected usage by the Group, its expected natural wear, its predictable technical obsolescence and the potential residual value attributable to the asset.

The depreciation rates used correspond to the following estimated useful lives (in years):

Equipment Years
Administrative equipment 4 - 10
Basic equipment (excluding the one related to concessions) 3 - 10
Heavy equipment associated with the engeneering and
construction business
3 - 12
Transport equipment 3 - 10
Tools and utensils 3 - 6
Other tangible assets 3 - 10

Heavy equipment and other tangible assets depreciation is recorded by twelfths under the caption "Amortisations and depreciations" of the consolidated income statement. Any potential changes to the estimated useful life of the heavy equipment and other tangible assets are carried out prospectively.

Gains or losses arising from the disposal or the write-off of tangible assets are determined through the difference between its sale price and the net book value on the disposal / write-off date and are recorded in the consolidated income statement under the caption "Other operating income / (expenses)".

e) Impairment of tangible and intangible assets

At each reporting date the carrying amount of the Group's tangible and intangible assets is revised in order to determine if there is any evidence that the assets are impaired. In case there is such evidence, the recoverable amount of the respective asset (or of the CGU) is estimated, in order to determine the extent of the impairment loss (if any).

The recoverable amount of the asset or of the CGU is the highest between: (i) the fair value less costs to sell or (ii) the value of use. In determining the value of use, the estimated future cash flows are discounted using a discount rate which reflects the market expectations regarding the time value of money and the specific risks of the asset or the CGU in relation to which the estimated future cash flows were not adjusted.

Whenever the carrying amount of the asset (or of the CGU) is higher than its recoverable amount an impairment loss is recorded. An impairment loss is immediately recorded in the consolidated income statement under the caption " mpairment losses", unless that loss compensates a revaluation excess recorded in equity. In this last case, that loss will be treated as a revaluation decrease.

Impairment losses are assigned to the carrying amount of the CGU's assets as follows: first to the goodwill allocated to the CGU (if any) and then to the other assets of the CGU on a pro rata basis taking in consideration the respective carrying amounts.

The reversal of impairment losses recorded in previous years only occur when there is evidence that the impairment losses no longer exist or decreased. The reversal of impairment losses is recorded in the consolidated income statement under the caption " mpairment losses". The reversal of impairment losses is recognized up to the limit of the amount that would have been recorded (net of depreciation) if the previous impairment losses had not been accounted.

f) Leases

At the inception date of a contract, the Group assesses if its scope corresponds to a lease, or if it contains a lease. A lease corresponds to a contract, or part of a contract, through which it is granted the right to control the use of an identifiable asset for a defined period of time in exchange for a consideration. To assess whether a contract conveys the right to control the use of an identifiable asset for a defined period of time, the Group assesses if, during the usage period of the asset, it has cumulatively:

  • The right to obtain substantially all of the economic benefits arising from the use of the identifiable asset; and
  • The right to control the use of the identifiable asset.

The Group recognizes the right of use of an asset and the lease liability at the inception date of the lease contract. The right of use of an asset is initially measured at cost, which includes the initial amount of the lease liability adjusted by any lease payments made on or before the commencement date, plus any initial direct costs incurred, as well as, an estimate of the costs required to dismantle and remove the underlying asset (if applicable), less any lease incentives received.

The right of use of an asset is depreciated by twelfths using the straight-line method. The right of use of an asset is depreciated during the term of the lease contract, except for those assets for which the Group expects to exercise a purchase option, being those depreciated during their expected useful life.

On each reporting date, it is performed a review of the carrying amounts of the assets under right of use in order to determine whether there are any indications that these may be impaired. If there is any impairment indicator, the recoverable amount of the respective asset (or UGC) is estimated in order to determine the extent of the impairment loss (if any).

The right of use of heavy equipments is measured by the revaluation model, as described in Note 1.4.d).

The lease liability is initially measured by the present value of the lease payments that have not yet been paid at the inception date of the contract, discounted using the implicit interest rate of the lease or, if that rate cannot be determined, using the incremental borrowing rate of the respective affiliate company. In most of the situations, the Group uses its incremental borrowing rate as the discount rate to be used in the above referred calculation.

The types of lease payments considered in the measurement of the lease liability include the following ones:

  • Fixed payments, deducted from any incentives already received;
  • Variable payments, dependent only of a pre-established index or rate;
  • Amounts expected to be payable under a residual value guarantee;
  • The exercise price of purchase options, if it is reasonably certain that the lessee will exercise them; and
  • Penalty payments associated with the early termination of the contract, if it is reasonably certain that the lessee will cancel it.

The lease liability is subsequently increased by the cost with interests and decreased by the rent payments to the landlord and is remeasured when the following conditions occur: (i) changes in the future lease payments arising from a change in an index or a rate specified in the contract; (ii) a change in the roup's estimate of the amount expected to be payable under the residual value guarantee of the asset; or (iii) if the Group changes its assessment over the exercise of a purchase option, or over its extension or termination.

g) Investment properties

Investment properties comprise land and buildings held with the aim of obtaining rents and / or the appreciation of the invested capital, and not for the use in the production or supply of products or services, or for administrative purposes (situations in which they are classified as tangible assets), or for sale during the ordinary course of business (situations in which they are classified as inventories). The classification of certain land and buildings as investment properties instead of inventories and / or tangible assets is based, essentially, on the use that the Group's oard of Directors defines for those real estate assets taking in consideration namely the maximization of their return.

Investment properties, including those that are under construction, are recorded at their fair value, determined in an annual basis by specialized external appraisers.

Changes in the fair value of investment properties are recorded directly in the consolidated income statement of the year under the caption "Other operating income / (expenses) – Changes in fair value in investment properties".

Costs incurred with investment properties in use, namely maintenances, repairs, insurances and property taxes (Municipal Property Tax), are recognized in the consolidated income statement of the year to which they refer.

h) Non-current assets held for sale

Non-current assets are classified as held for sale if its carrying amount is expected to be recovered essentially through a disposal or through a distribution to the shareholders instead of its continued use. In order to be classified as such, those assets must be available for immediate sale under their current conditions, the sale must be highly probable, the Board of Directors must be committed to execute such sale and the disposal should occur within a 12-month period.

Non-current assets classified as held for sale are recorded at the lowest amount between its carrying amount and its fair value less the estimated costs with its sale. Its amortisation ceases at the time of classification as non-current assets held for sale.

In order to determine the fair value of non-current assets held for sale, the Group considered, namely, binding offers for the assets to be disposed of and internal valuations.

i) Financial assets and liabilities

Financial assets and liabilities are recognized in the consolidated statement of the financial position of the Group when it becomes a contracting party of the financial instrument.

Financial assets and liabilities are initially recorded at their fair value. Transaction costs directly attributable to the acquisition or issuance of financial assets and liabilities (except for financial assets and liabilities measured at fair value through the income statement) are added or deducted to the fair value of the financial asset or liability, as the case may be, in the initial cost recognition.

Transaction costs directly attributable to the acquisition of financial assets or liabilities recognized at fair value through the income statement are immediately recorded in the consolidated income statement.

Financial assets

All purchases and sales of financial assets are recognized on the date the respective purchase and sale agreements are signed, regardless of the financial settlement date.

All financial assets recognized are subsequently measured at amortised cost, or at fair value, (through other comprehensive income or through the income statement), depending on the business model adopted by the Group and the characteristics of its contractual cash flows.

Classification of financial assets

a) Debt instruments and accounts receivable

The fixed income debt instruments and the accounts receivable that meet the following requirements are subsequently measured at amortised cost:

  • (i) the financial asset is held taking in consideration a business model whose purpose is to keep the asset in order to receive its contractual cash flows; and
  • (ii) the contractual terms of the financial asset give rise, on specific dates, to cash flows which are just reimbursements of capital and interest over the outstanding principal amount.

The income associated with interest is recorded in the consolidated income statement under the caption "Financial income and gains", through the effective interest rate method, for financial assets subsequently recorded at amortised cost or at fair value through the income statement. The interest income is calculated by applying the effective interest rate to the gross carrying amount of the financial asset.

The debt instruments and the accounts receivable which meet the following requirements are subsequently measured at fair value through other comprehensive income:

  • (i) the financial asset is held taking in consideration a business model whose purpose allows both the receipt of its contractual cash flows and its disposal; and
  • (ii) the contractual terms of the financial asset give rise, on specific dates, to cash flows which are just reimbursements of capital and interest over the outstanding principal amount.
  • b) Equity instruments designated at fair value through other comprehensive income

In the initial recognition, the Group may irrevocably choose (financial instrument to financial instrument) to designate certain investments in equity instruments (shares) at fair value through other comprehensive income.

The designation at fair value through other comprehensive income is not allowed if the investment is held for trading purposes or if it results from a contingent consideration recognized within the scope of a business combination.

The investments in equity instruments recorded at fair value through other comprehensive income are initially measured at their fair value plus transaction costs. Subsequently, they are measured at fair value with the gains and losses arising from its change recognized in other comprehensive income. At the date of their disposal, the accumulated gain or loss generated with these financial instruments is not reclassified to the consolidated income statement but instead it is transferred to the caption "Other reserves and retained earnings".

c) Financial assets at fair value through the income statement

Financial assets which do not meet the criteria for being measured at amortised cost or at fair value through other comprehensive income are measured at fair value through the income statement.

Financial assets recorded at fair value through the income statement are measured at fair value determined at the end of each reporting period, being the respective gains or losses recognized in the consolidated income statement, unless they are assigned to a hedge relationship.

Impairment of financial assets

The Group recognizes expected impairment losses for debt instruments measured at amortised cost , as well as, for accounts receivable from customers and for contract assets.

The amount of expected impairment losses for the financial assets above referred is updated on each reporting date in order to reflect the changes in the credit risk occurred since the initial recognition of the respective financial assets.

The expected impairment losses for credit granted (accounts receivable from customers and contract assets) are estimated using an uncollectability matrix based on the credit history of the Group's debtors over the last five years, adjusted by specific factors attributable to the debtors, as well as, by the forecasted macroeconomic conditions for the future. Therefore, the balances of customers and other debtors were segmented taking in consideration similar types of credit risk (by country, by business unit, by type of debtor - public or private, etc.) and by aging.

The Group recognizes the expected impairment losses for credit granted for the whole life of the accounts receivable from customers, as well as, for contract assets.

Regarding accounts receivable from joint ventures and associated companies, which are not part of the financial investment in those companies, the credit impairment is assessed taking in consideration the following criteria: i) if the account receivable is immediately payable ("on demand"); ii) if the account receivable risk is low; (iii) if the account receivable term is lower than 12 months.

In the situations where the account receivable is immediately due and the affiliated company has the ability to pay it, the probability of default was considered close to 0% and therefore the impairment was considered equal to zero. In the situations where the account receivable is not immediately payable, it was assessed the credit risk of the affiliated company and if it is "low" or if its term is lower than 12 months, the Group only assesses the probability of a default occurring for the cash-flows that will expire in the next 12 months.

For all other situations and natures of accounts receivable, the Group applies the general approach of the impairment model assessing in each reporting date if there was a significant increase in the credit risk since the initial date of recognition of the asset. If the credit risk has not increased, the Group calculates an impairment loss corresponding to the amount of the expected loss in a 12-month period. If there has been an increase in the credit risk, the Group calculates an impairment loss corresponding to the expected loss for all contractual cash flows until the maturity of the asset. The credit risk assessment is performed in accordance with the criteria disclosed in the credit risk policies included in Note 45.

Presentation of accounts receivable

Account receivables are recorded in the consolidated statement of financial position under the caption "Customers and other debtors".

Account receivables are classified as current assets, except when their maturity is greater than the normal business cycle, in which case they are classified as non-current assets.

In some geographies, namely in Africa and Latin America, the normal business cycle may exceed 12 months from the date of the consolidated statement of financial position and, for this purpose, the present value of those accounts receivable is estimated, under the terms explained in the Note 23.

Derecognition of financial assets

The Group only derecognizes a financial asset when the contractual rights to the asset's cash flows expires or when it transfers the financial asset together with all substantial risks and rewards associated with the respective ownership to other entity.

In the derecognition of a financial asset measured at amortised cost the difference between their carrying amount and the sum of the consideration received or receivable is recognized in the consolidated income statement.

However, in the derecognition of a financial asset represented by an equity instrument irrevocably designated in the initial recognition as recorded at fair value through other comprehensive income, the gain or loss accumulated in the fair value reserve is not reclassified to the consolidated income statement being instead transferred to the caption of "Other reserves and retained earnings".

Financial liabilities and equity instruments

Classification as financial liability or as equity instrument

Financial liabilities and equity instruments are classified as liabilities or as equity instruments according to the contractual substance of the transaction.

Equity

Any contract that assigns to a third party a residual interest in the Group's net assets, without any obligation of repayment or to pay the Group, is classified as equity.

The equity instruments issued by the Group are recognized by the amount received net of the costs directly attributable to them.

The repurchase of equity instruments issued by the Group (own shares) is recorded by its acquisition cost as a deduction of equity. Gains or losses arising from the disposal of own shares are recorded under the caption "Other reserves and retained earnings".

Financial liabilities

Following the initial recognition, all financial liabilities are subsequently measured at amortised cost or at fair value through the income statement.

Financial liabilities subsequently measured at amortised cost

Financial liabilities which are not designated to be recorded at fair value through the income statement are subsequently measured at amortised cost, using the effective interest rate method.

Types of financial liabilities

Loans without recourse correspond to loans in which only the assets of the financed companies secure the payment of the debt ( roject finances). n loans with recourse, the debt's settlement can be ensured by the Group.

Other financial liabilities refer, essentially, to factoring and other supplier's management payment operations (confirming and other similar agreements), which are initially recorded at their fair value. These financial liabilities are, subsequent to its initial recognition, measured at amortised cost using the effective interest rate method.

Loans issued in the form of commercial paper are classified as non-current liabilities when guaranteed to be placed for a period of more than one year and it is the intention of the Group's Board of Directors to use that source of financing for a period of more than one year.

Derecognition of financial liabilities

The Group derecognizes financial liabilities when, and only when, its obligations are settled, cancelled or have expired.

The difference between the carrying amount of the derecognized financial liability and the consideration paid or payable is recognized in the consolidated income statement in the caption "Financial income and gains" and/or "Financial costs and losses".

When the Group exchanges with a creditor a debt instrument by another with substantially different terms that exchange is recorded as an extinguishment of the original financial liability and the recognition of a new one.

Derivative financial instruments

The Group uses a set of derivative financial instruments (forwards, swaps and options) to manage its exposure to the interest rate risk and to the exchange rate risk, but it does not use derivative financial instruments for trading purposes. The use of derivative financial instruments is duly regulated by the Group.

Derivative financial instruments are initially recorded at their fair value on the date they are established and are subsequently remeasured at fair value on each reporting date. The gain or loss arising from it is immediately recognized in the consolidated income statement unless the derivative financial instrument has been designated as a hedge instrument, situation on which the recognition in the income statement depends upon the nature of the hedging relationship.

As referred above, the derivative financial instruments used by the Group refer, essentially, to interest rate and exchange rate hedge instruments mainly related to loans obtained. The amount of the loans, the interest payment dates, and the reimbursement plans are similar to the conditions established for the interest rate and for the exchange rate hedge instruments, and therefore the hedges are highly effective.

Interest rate and exchange rate hedge derivative financial instruments are initially recorded at their fair value. Subsequent changes in the fair value of the derivative financial instruments assign to cash flows hedges, associated to the portion that is effectively hedged, are recognized in the consolidated statement of other comprehensive income under the caption "Changes in the fair value of derivative financial instruments of cash flow hedges", and are transferred to the consolidated income statement in the same period that the hedged instrument affects the net profit.

The cash-flow hedge accounting must be discontinued if the hedging instrument matures or terminates earlier, if the hedge is no longer efficient (when there is no longer an economic relationship between the hedged item and the hedging instrument) or if the hedged relationship fails to meet the risk management objective. In these situations, the accumulated gain or loss arising from the hedging instrument must remain recognized separately in other comprehensive income, being reflected in the consolidated income statement in the same period of the recognition in the net profit of the gains or losses in the hedged item.

j) Cash and its equivalents

a) Cash and cash equivalents – Demand deposits

The amounts included under the captions "Cash and cash equivalents with / without recourse - Demand deposits" correspond to cash, demand and term bank deposits and other treasury applications falling due within less than three months from the issuance date which can be repayable on demand with an insignificant risk of change in value.

b) Other financial applications

The amounts included under the caption "Other financial applications" correspond to cash, demand and term bank deposits and other treasury applications that are not immediately available, since they have been pledged as a guarantee or have been blocked.

The amounts of Cash and cash equivalents without recourse correspond to the funds held by the companies financed under a project finance regime, namely the ones of the EGF Subgroup.

k) Inventories

Merchandise and raw materials, subsidiaries and consumables are recorded at the lowest of their average acquisition cost and their net realizable value (estimate of its sale price less the costs to be incurred with the disposal).

Finished and semi-finished products, the subproducts, and work in progress are recorded at production cost, which is lower than its net realizable value. Production cost includes the cost of the incorporated raw materials, direct labour costs and other direct production general costs.

Adjustments are recorded to reflect the difference between the inventories carrying amount and the corresponding net realizable value, whenever this last one is lower on the reporting date.

Regarding inventories, adjustments to their net realizable value are determined based on market values and several rotation indicators.

The cost of goods sold, and materials consumed is determined by the following rules:

  • − Real estate properties specific cost; and
  • − Materials and remaining inventories average cost.

l) Revenue

Revenue is measured according to the specific consideration established in the contracts entered into with the customers, excluding any amount received on behalf of third parties. The Group recognizes revenue when it transfers to the customer the control of a given good or service, depending on the business unit where it performs its activity.

The main business areas / sources of revenue of the Group can be detailed as follows:

  • i) Engineering and Construction In this area, the Group develops, in the three regions where it operates, projects of civil construction and public works, namely the construction of several infrastructures, such as roads, motorways, airports, ports, dams, railways, residential and commercial buildings, etc. This area also incorporates the industrial engineering services provided by the Group (extraction and transport of ore).
  • ii) Environment In this area, the Group develops in the three regions where it operates, waste urban collection services, as well as the treatment and recovery of waste. In the waste treatment and recovery business, it should be highlighted the organic recovery of waste, as well as the production of energy through biogas and energy recovery plants.
  • iii) Services In this area, the Group develops, mainly, infrastructure operation and maintenance projects.
  • iv) Energy –This sub-area comprises, essentially, the activity of generation and trade of energy in Mexico.

Nature, performance obligations and timing of revenue recognition

i) Engineering and Construction – In this business area, the Group establish with several public and private entities contracts for the rendering of construction services which include several components / tasks. Although in the vast majority of the contracts the customers may benefit from the several components / tasks separately, since they are negotiated in a bundle the promise of transfer of each of them may not be separate from the others. Furthermore, since the previously mentioned components / tasks are generally highly correlated and dependent upon each other, the Group considers that they must be treated as a single performance obligation. Thus, each construction contract is generally treated as a single performance obligation.

On the other hand, since the customers are able to control the use of the asset as the asset is being built and are able to substantially obtain all remaining economic benefits therefrom, the Group's performance obligation in these situations is fulfilled throughout time, being the revenue recognized according to the cost-to-cost method (described below).

Thus, the Group recognizes the revenue of each construction contract in accordance with the cost-to-cost method (also called percentage-of-completion method), which is defined as the ratio between the costs incurred in each contract up to a given period and the sum of these costs with the costs estimated to complete it. The differences obtained between the amounts arising from the application of the percentage-of-completion to the total estimated revenue and the amounts already invoiced are recorded under the captions of Contract assets / Contract liabilities. Additionally, the Group's Board of Directors considers that the cost-to-cost method is the most appropriate method to measure the degree of fulfilment of the performance obligations in the construction contracts.

In order to apply the cost-to-cost method, costs with training, budgeting, displacement, among others, are not considered since they do not reflect the progress and transfer of control to the customer.

To deal with the costs to be incurred during the warranty period of the construction contracts, the Group recognizes a liability to face up to such legal obligation, which is calculated taking in consideration the historic levels of production and the incurred costs with the contracts during the warranty period. Due to the fact that the quality warranties provided by the Group arise solely from a legal obligation (both in its scope and in its term), they were not treated as autonomous performance obligations.

In the situations in which the Group is able to control the use of the asset as the asset is being built and is able to obtain substantially all remaining economic benefits therefrom (namely in the real estate activity), revenue is recognized when the Group transfers to the customer the control of the asset (normally when the public deed of purchase of the asset occurs).

Regarding the industrial engineering services, since the customers simultaneously receive and consume the economic benefits arising from the Group's performance as it carries out its activity, the Group's performance obligation in these situations is satisfied throughout time, being the revenue recognized when the Group is entitled to invoice the services rendered since there is not a material delay between the moment that the Group performs the services and the moment it invoice them.

ii) Environment - In this business area, the Group enters into several contracts for the collection, treatment and recovery of waste, essentially, with public entities. Since in the majority of the situations the customers may benefit from the aforementioned services separately, each one of them is regarded as an autonomous performance obligation. On the other hand, since the customers simultaneously receive and consume the economic benefits arising from the Group's performance as it carries out its activity (collection, treatment and recovery of waste), the Group's performance obligation in these situations is satisfied throughout time, being the revenue recognized when the Group provides the services.

Moreover, the revenue arising from the regulated activities carried out by the companies of the EGF Subgroup (treatment and recovery of waste) is determined based on the tariff approved by the regulator (ERSAR), taking in consideration the allowed revenues and the quantities of waste arising from the undifferentiated collection.

The aim of the tariff is to recover:

  • i) The amortisation of the concession assets associated with the regulated activity;
  • ii) The return of the average net book value of the assets associated with the regulated activity, according to the rates defined by the regulator; and
  • iii) The operational costs associated with the regulated activity.

Tariff deviations

The tariff regulation, issued by ERSAR, defines the formula for the calculation of the allowed revenues for the regulated activities, as well as, the formula for the quantification of the tariff deviations which should be recovered until the second year after the date in which they were generated.

Therefore, in each reporting date, the Group determines, according to the criteria defined in the tariff regulation, the tariff deviations that exist between the allowed revenues recalculated based on the real amounts and the invoiced ones.

Taking in consideration the regulatory framework described above, the tariff deviations determined by the Group in each year meet a set of requirements (reliability of measurement, right to its recovery, possibility of transfer and interest rate incidence) which support their recognition as revenue, and as an asset, in the year in which they are determined. Such rationale is also applicable when tariff deviations to be delivered (payable) are determined, which are regarded as liabilities and less revenue.

iii) Services – Regarding the provision of infrastructure operation and maintenance services, given that customers simultaneously receive and consume the economic benefits arising from the Group's performance as it develops its activity, the performance obligation in these cases is satisfied over time, and therefore, the revenue is recognized in the moment when the Group is entitled to bill for the services provided, as there is no significant time gap between the moment the services are provided and the moment they are billed.

iv) Energy - In this business subarea, under the contracts entered into, the Group sells, namely to energy managing network companies, the energy that it produces. Thus, each energy sale contract is considered an autonomous performance obligation. On the other hand, since the customers simultaneously receive and consume the economic benefits arising from the Group's performance as it carries out its activity (energy production), the Group's performance obligation in these situations is satisfied throughout time, being the revenue recognized when the Group is entitled to invoice it.

Generally, and due to the type of services rendered by the Group, the allocation of the price to the different performance obligations is already defined in the contracts established with the customers.

Significant financing components

Whenever there is a significant time lag (more than 12 months) between the moment in which a good or service becomes available to the customer and the moment in which it is paid, the Group assesses the existence of a significant financing component in the contract. If such component exists, it is considered as an autonomous performance obligation, being the respective interest recognized as income throughout the estimated financing period.

Additionally, the Group also assesses the existence of a significant financing component in the advances received from customers. If such component exists, it is considered as an autonomous performance obligation, being the respective interest recognized as an expense throughout the estimated financing period.

Variable revenue components

In order to determine the total amount of revenue of a contract, the Group takes into consideration all variable components of it, namely, discounts, bonus, price revisions, penalties, costs recovery requests, among others. Nevertheless, the Group only recognizes revenue associated with variable components when it is highly probable that a significant reversal of said revenue will not occur in the future. Therefore, in what concerns price revisions, since the calculation formula inherent to its quantification generally includes some indices of difficult estimation, the revenue associated is only recognized when it can be reliably measured. Similarly, since historically the Group has not been subject to penalties applied by its customers, those are only recognized when their occurrence is highly probable to occur. Lastly, the costs recovery requests (which include claims, among others) are only recognized as revenue when it is highly probable that a significant reversal will not occur in the future.

Contract assets

Contract assets correspond to the performance obligations already fulfilled by the Group under the scope of the contracts established with customers for which the respective invoice has not yet been issued (essentially production executed under construction contracts recognized by the cost-to-cost method). When the right to its receipt is unconditional, the balance of this caption is transferred to the caption "Customers and other debtors" or compensated with the respective advance payment received.

Contract liabilities

Contract liabilities correspond to advances received from customers associated with performance obligations to be fulfilled by the Group in the future or to deferred income arising from the adoption of the cost-to-cost method, namely, in construction contracts in progress.

Advance payments received from customers are recorded under current liabilities or non-current liabilities, in accordance with the expected invoicing profile of the contracts established with the customers.

Costs associated with the fulfilment of a contract

The costs associated with the fulfilment of a contract are recognized in the consolidated statement of the financial position when:

  • (i) They are related with an already existing contract or with a specific future contract;
  • (ii) They create resources that will be used for fulfilling one or more performance obligations in the future;
  • (iii) Their recovery is expectable; and
  • (iv) They are not covered yet by the scope of another IFRS standard, such as, for example, inventories, tangible assets or intangible assets.

Therefore, the costs with direct labour, materials and other indirect costs or other specific costs with the set-up, mobilization and demobilization of construction sites associated with construction contracts are recognized under this caption.

The costs associated with the fulfilment of a contract for a customer are recognized throughout the period of the construction contract under operating expenses captions.

When it is probable that the total costs foreseen for completing a construction contract exceed the revenue defined therein, the expected loss is recognized immediately in the consolidated income statement of the year.

Advances denominated in foreign currency

When there are advances received from customers regarding contracts denominated in foreign currency, the revenue associated with such advances is recognized at the exchange rate of the date of its receipt.

m) Assets, liabilities and transactions in foreign currency

At initial recognition, all transactions in foreign currency are recorded in the functional currency of the respective entity through the application to the amount in foreign currency of the spot exchange rate between the functional currency and the foreign currency as of the transaction date.

At the end of each reporting period: a) monetary items expressed in foreign currency are translated at the closing exchange rate; b) non-monetary items which are measured in terms of historical cost in a foreign currency are translated at the exchange rate at the transaction date; and c) non-monetary items measured at fair value in a foreign currency are translated at the exchange rate at the date when the fair value was determined.

Exchange differences arising from the settlement of monetary items or from the translation of monetary items at rates which were different from those used to translate them in the initial recognition or, in previous financial statements, are recognized in the income statement of the year, unless they arise from monetary items that are part of the net investment in a foreign operating unit. In this case, the exchange differences are initially recognized in other comprehensive income and are reclassified to the consolidated net profit of the year when the control of that operational unit is lost.

Exchange differences related to investment / financing transactions (financial) are recorded under the sub-captions "Financial income and gains" and "Financial costs and losses".

xchange differences related to operating transactions are recorded under a sub caption of "Other operating income / (expenses)".

In the preparation process of the accompanying consolidated financial statements, the results, the cash-flows and the financial position of the entities included in the consolidation perimeter, whose functional currencies are not the ones of a hyperinflationary economy, have been translated to Euro at the exchange rates detailed in item h) of Note 1.3..

n) Income tax

Income tax for the year is determined based on the taxable profit of the companies included in the consolidation (in accordance with the tax rules in force in the country where they operate) and considers deferred taxes.

Deferred taxes are determined based on the balance sheet liability method and refer to existing temporary differences between the amounts of the assets and liabilities reported for accounting purposes and their respective amounts for tax purposes.

Deferred tax assets and liabilities are determined and assessed annually using the tax rates in force, or announced to be in force, at the date of the reversal of the temporary differences.

Deferred tax liabilities are recorded for all taxable temporary differences with the exception of non-tax-deductible goodwill; the differences resulting from the initial recognition of assets and liabilities that do not affect either the accounting profit or the tax profit; the differences related with investments in subsidiaries, to the extent that they are not likely to reverse in the future. On the other hand, the deferred tax assets are recorded when it is probable that there will be enough expected taxable profits in the future to cover the taxable temporary differences. Lastly, after 1 January 2023, following the change in IAS 12- Deferred tax related to assets and liabilities that result from a single transaction, the Group started to disclose the breakdown of deferred tax assets and deferred tax liabilities linked with: i) right of use assets and lease liabilities; and ii) provisions for the dismantling and decommissioning of the correspondent fixed assets, when its values are not deductible until the payment date.

The offset between deferred tax assets and liabilities is only allowed when: (i) the Group has the legal right to offset such assets and liabilities for settlement purposes; (ii) such assets and liabilities relate to income taxes levied by the same tax authority; and (iii) the Group intends to offset them for settlement purposes.

The amount of tax to be recognized, both in current tax and deferred tax, arising from transactions or events recognized under captions of other comprehensive income is recorded directly under these same captions, not affecting the net profit of the year.

The amount of taxes recognized in the consolidated financial statements corresponds to the Group's assessment over the tax treatment applicable to specific transactions, being liabilities related to income tax or other type of taxes recognized based on the interpretation that is made and which is considered to be the most appropriate.

In the situations where such interpretations are challenged by the Tax Authorities, within the scope of their competences, as its interpretation is different from the one considered by the Group, that situation is subject to a reanalysis. In the case that such reanalysis reconfirms the Group's position, concluding that the probability of losing a certain tax lawsuit is less than 50%, the Group treats the situation as a contingent liability, which results in the non-recognition of any amount of tax since the most probable decision is that no tax will be paid. In the situations where the probability of loss is greater than 50%, a liability is recognized, or, if the payment has already been made, the correspondent expense is recognized.

o) Provisions

Provisions are recognized if, and only if, the Group has a present obligation (legal or implicit) arising from a past event, it is probable that an outflow of resources will occur to settle that obligation and the amount of the obligation can be reasonably estimated. Provisions are reviewed on each consolidated statement of financial position date and are adjusted to reflect the best estimate on that date (expected amount of the outflow to incur), taking in consideration the risks and uncertainties inherent to such estimates.

Provisions for onerous contracts - The present obligations arising from onerous contracts are recognized and measured as provisions. An onerous contract is considered to exist when the Group is in a situation in which the inevitable costs to fulfil the contractual obligations exceeds the economic benefits expected to be received under that contract.

Provisions for work warranties - The provisions to deal with the costs to be incurred during the warranty period of the construction contracts are recorded as the construction revenue is recognized, according to the best estimate of the Board of Directors regarding the outflows required to fulfil that obligation.

Provisions for legal proceedings - The provisions for legal proceedings are recorded when the occurrence of an outflow of resources by the Group is probable, being those reassessed on an annual basis taking in consideration the opinion of the respective lawyers / legal consultants in charge of the processes.

p) Employee benefits

a) Benefits granted to employees – current and non-current

A liability is recognized to deal with the benefits granted to employees associated with wages, vacations and holiday pay in the period in which the employees provide the services, being it recognized by the amount of benefits expected to be paid.

Recognized liabilities concerning current benefits granted to employees are measured at the undiscounted amount of the benefits expected to be paid in exchange for the services provided.

Recognized liabilities concerning non-current benefits granted to employees are measured at the present value of the future expected payments associated with the services provided by the employees up to the reporting date.

q) Government grants

Government grants attributed to finance investments in tangible or intangible assets are deferred and recorded as liabilities. Investment grants are recognized in the consolidated income statement during the estimated useful life of the corresponding assets under the caption "Other operating income / (expenses)".

r) Judgments and estimates

In preparing the accompanying consolidated financial statements, the Group's Board of Directors used its best knowledge and experience of past and / or current events, considering certain assumptions regarding future events.

The most significant accounting estimates reflected in the accompanying consolidated financial statements (and the corresponding sources of uncertainty) include:

a) Fair value of land and buildings and investment properties and determination of the net realizable value of real estate assets recorded in inventories

The Group's real estate assets (namely land and buildings for own use) are measured through the revaluation method, or the fair value method, in the case of investment properties, which implies determining the respective fair value. Additionally, the real estate assets recorded under inventories that exhibit impairment indicators are subject to impairment tests, which consist in determining their net realisable value. The fair value and the net realisable value of those real estate assets is often determined through appraisals, which inevitably have underlying uncertainties associated with several factors, such as market prices, yields, demand, among others. To mitigate the effect of those uncertainties, the Board of Directors uses, whenever possible, qualified and independent appraisers to conduct the appraisals.

The information regarding the most relevant assumptions used in the determination of the fair value or the net realizable value for the main real estate assets held by the Group, as well as, the sensitivity of the corresponding results to some changes in the assumptions is disclosed in Notes 16, 21 and 22.

b) Fair value of the heavy equipment used in the Engineering and Construction business

Heavy equipment used in the Engineering and Construction business is measured through the revaluation method, which implies determining their respective fair value. The fair value of these assets is often determined through appraisals, which inevitably have underlying uncertainties associated with several factors, such as market prices, yields, demand, among others. To mitigate the effect of those uncertainties, the Board of Directors uses, whenever possible, qualified and independent appraisers to conduct the appraisals.

c) Impairment analyses of goodwill, of investments in associated and joint ventures, of tangible and intangible assets

Impairment analyses require the determination of the fair value and / or the value in use of the respective assets (or of some C 's). This process requires a high number of assumptions, namely the estimation of future cash flows associated to the assets or the respective C 's, and the determination of an appropriate discount rate to compute the present value of those cash flows. Therefore, once again, the Group established as a requirement the usage of as much observable market data as possible. Furthermore, the Group also established monitoring mechanisms over the calculations based on the critical challenge of the assumptions used, on its coherence and consistency (in similar situations).

The information regarding the most relevant assumptions used in the impairment analyses, as well as, the sensitivity of the corresponding results to some changes in the assumptions is disclosed in Notes 14, 15, 16, 18 and 19.

d) Determination of impairment losses in accounts receivable and in other financial investments recorded at amortised cost

Impairment losses in accounts receivable are determined in accordance with the described in Note 1.4. i). Furthermore, the determination of impairment through an individual analysis corresponds to the Group's judgment regarding the economic and financial situation of its customers and its estimate of the value attributed to potential existing guarantees, with the consequent impact on expected future cash flows. Similarly, the expected impairment losses in the credit granted and in other financial investments recorded at amortised cost are determined taking in consideration a set of historical information and assumptions (described in Note 45 for other financial investments recorded at amortised cost), which may not be representative of the future uncollectability of the Group's debtors.

The information regarding the most relevant assumptions used in the determination of the impairment losses in accounts receivable is disclosed in Notes 23 and 45.

e) Revenue recognition in construction contracts in progress

The revenue of construction contracts in progress is recognized based on the cost-to-cost method, i.e., according to the percentage of completion of the contract. The determination of the percentage of completion is a very relevant estimate based on the projections of costs to be incurred until the conclusion of the contracts. This process is based, essentially, in the inputs received from the technicians involved in the execution of the contracts, due to their detailed knowledge, their experience and their technical skills.

In the valuation of financial instruments not traded in active markets (such as derivative financial instruments established by the Group and the shares of Banco Angolano de Investimento, S.A. – BAI), valuation techniques based on discounted cash flows and market multiplies were used.

The determination of the fair value of the derivate financial instruments is generally performed by the entities before which those instruments were established (counterparties). The Group's Board of Directors recognizes competence and objectivity to the counterparties. Moreover, the Group has also access to the main assumptions and methodologies used to determine the fair value of those instruments, and those assumptions and methodologies were considered appropriate.

The determination of the fair value of the shares of BAI, which are traded on a recently regulated market with limited liquidity, was performed taking in consideration its market price adjusted by other public information available regarding market transactions at Reuteurs / Bloomberg or other credible sources of financial data.

The information regarding the most relevant assumptions used in the valuation of the financial instruments not traded in active markets is disclosed in Notes 20 and 32.

g) Determination of the outcome of legal proceedings in progress

The outcome of the legal proceedings in progress, as well as, the respective need for provisions, is estimated based on the opinion of the Group's lawyers / legal consultants. The Group's lawyers / legal consultants have the technical skills and the detailed knowledge of the proceedings necessary to deal with the uncertainty inherent to the outcome of such proceedings (Note 37).

h) Measurement and recognition of deferred taxes

Deferred tax assets and liabilities are determined based on the interpretation of the tax legislation in force in the several jurisdictions in which the Group operates. Therefore, changes in the tax legislation or in its interpretation by the competent authorities may impact the amount of the recognized deferred taxes. On the other hand, the recognition of deferred tax assets is dependent upon the existence of future positive results and tax basis. The recovery of deferred tax assets also depends upon the performance of the several entities included in the consolidation perimeter, situation which the Group does not fully control. In order to mitigate the degree of uncertainty associated to these estimates, particularly the one regarding the interpretation of the applicable tax legislation, the Group and the several companies included in its consolidation perimeter hire specialized external tax consultants.

The information regarding the most relevant assumptions used in the analysis of the deferred tax assets recovery, as well as, the sensitivity of the results to some changes in the assumptions is disclosed in Note 12.

The several above mentioned estimates were determined based on the best available historical information at the date of preparation of the accompanying consolidated financial statements. The underlying judgments to those estimates took in consideration the overall economic environment of the sector and of the geography in which the several companies included in the consolidation perimeter operate, as well as their expected future developments. Due to its nature, those judgments are subject to a reasonable degree of uncertainty. Therefore, in subsequent periods, there may be situations which, due to their unforeseeable nature, were not taken in consideration in the estimates and which may produce an outcome different from the one expected. Changes in estimates occurred after the issuance date of the accompanying consolidated financial statements will be corrected in net profit prospectively, as per IAS 8.

At the preparation date of the accompanying consolidated financial statements no relevant changes in the estimates produced are foreseen and, therefore, no material changes in the recognized assets and liabilities based on those estimates are expected.

The fair value of the interests previously held investments in subsidiaries at the date of obtaining control, of the interests still retained in subsidiaries at the date of loss of control, as well as the fair value of assets and liabilities classified as held for sale is computed using the sale price established contractually with the counterparties or using discounted cash flow models, with projections of income and costs for the entity involved, considering, among other things, discount rates and market inflation.

s) Cash flow statement

The consolidated statement of cash flows is prepared in accordance with IAS 7, through the direct method. The Group classifies under the caption "Cash and cash equivalents" investments maturing in less than three months for which the risk of change in value is insignificant, excluding blocked sums of term deposits of concession companies assigned to the debt service, as well as, deposits given in guarantee under contractual clauses, which are recorded under the caption "Other financial applications". On the other hand, bank overdrafts are not included in the caption "Cash and cash equivalents" as they are not part of the roup's treasury management.

Operating activities comprise receipts from customers, payments to suppliers, payments to employees, and others related to operating activities. The cash flows related to investment activities include, essentially, acquisitions and disposals of investments in affiliates, as well as payments and receipts arising from the purchase and disposal of fixed assets and the receipt of dividends. The cash flows related to financing activities include, essentially, the payments and receipts related to loans obtained and leases, as well as the payment of interest and dividends.

2.Sales and services rendered

Sales and services rendered in the years ended 31 December 2023 and 2022 can be analysed as follows:

2023 2022
Sales
Energy 225,622 227,462
Recyclable materials 65,931 78,906
Real estate 32,393 27,023
Inert materials 26,142 28,890
Others 82,016 25,626
Services rendered
Engineering and Construction contracts 4,138,928 2,757,187
Concessions 335,526 95,625
Environment - waste collection 187,332 174,564
Environment – waste treatment 167,213 139,012
Environment – Waste treatment - associated with the construction of concession assets 97,400 59,126
Others 193,393 190,836
5,551,897 3,804,258

n the years ended 1 December and , the amounts recorded under the heading "Services rendered – Engineering and Construction contracts" were mainly justified by the execution of the large order book won in previous years, particularly in Latin America – E&C and Africa – E&C.

In the years ended 31 December 2023 and 2022, the amounts recorded under the heading "Services rendered - Concessions" were mainly justified by the income associated with the construction of concession infrastructures in Mexico, as established in IFRIC 12.

In the year ended 31 December 2023, the increase in the item "Services rendered – Environment – waste treatment" was, essentially, justified by the increase in the activity of the concessions of the EGF Group.

In the years ended 31 December 2023 and 2022, sales and services rendered by operating segment can be analysed as follows:

2023 2022
Latin America - E&C 2,749,905 1,521,367
Africa - E&C 1,518,378 1,184,307
Europe - E&C 665,939 508,319
Environment 517,843 556,249
Capital 92,036 83,014
Mext 41,639 19,002
Other, eliminations and intragroup (33,843) (68,000)
5,551,897 3,804,258

In the years ended 31 December 2023 and 2022, the caption "Other, eliminations and intragroup" included, essentially, sales and services rendered between companies of Africa – E&C, Europe – E&C, Mext and Capital segments.

In the year ended 31 December 2023, two Group customers in Mexico represented around 22% of the total amount of the caption "Sales and services rendered", with no other customer representing more than 10%.

In the year ended 31 December 2022, one Group customer in Mexico represented around 18% of the total amount of the caption "Sales and services rendered", with no other customer representing more than 10%.

In the years ended 31 December 2023 and 2022, there was no significant discontinuation in the activities carried out by the Group.

As of 31 December 2023 and 2022, the component of future revenue allocated to performance obligations not yet fulfilled, or partially fulfilled, can be analysed as follows:

Segment 2024 2025 and
subsequent
Total
Africa E&C 3,013,027 4,098,482 7,111,509
Latin America - E&C 2,458,335 1,903,053 4,361,388
Europe - E&C 628,060 454,673 1,082,733
E&C - total 6,099,422 6,456,208 12,555,630
Environment 179,260 121,205 300,465
Capital 72,796 6,618 79,414
Group - total 6,351,477 6,584,032 12,935,509
Segment 2023 2024 and
subsequent
Total
Africa E&C 1,650,112 4,749,072 6,399,184
Latin America - E&C 1,969,511 2,839,196 4,808,706
Europe - E&C 543,487 363,327 906,813
E&C - total 4,163,110 7,951,595 12,114,704
Environment 170,128 210,758 380,886
Capital 36,812 33,719 70,530
Group - total 4,370,049 8,196,071 12,566,120

3.Cost of goods sold, materials consumed and changes in production

The cost of goods sold, materials consumed and changes in production for the years ended 31 December 2023 and 2022 can be analysed as follows:

2023 Merchandise Raw and
subsidiary
materials and
consumables
Total
Opening balance 76,517 214,182 290,699
Purchases 249,813 1,364,730 1,614,542
Exchange differences and other movements 1,890 (7,659) (5,769)
Changes in the perimeter - (5,449) (5,449)
Closing balance (Note 22) (74,996) (276,576) (351,572)
253,223 1,289,227 1,542,450
Changes in production (7,803)
Cost of goods sold, materials consumed and changes in production 1,534,647
2022 Merchandise Raw and
subsidiary
materials and
consumables
Total
Opening balance 82,900 120,232 203,132
Purchases 67,294 956,345 1,023,639
Exchange differences and other movements 921 5,526 6,447
Changes in the perimeter 898 (315) 583
Closing balance (Note 22) (76,517) (214,182) (290,699)
75,496 867,606 943,102
Changes in production (17,938)
Cost of goods sold, materials consumed and changes in production 925,164

The amounts included under the caption "Changes in production" refer, essentially, to the value of the apartments built and/or sold by the Group, namely in Poland.

4.Third-party supplies and services

Third-party supplies and services for the years ended 31 December 2023 and 2022 can be analysed as follows:

2023 2022
Subcontracts 952,256 785,170
Transport of goods 349,951 129,151
Specialised works, fees and commissions 317,431 304,629
Leases and rents 219,070 122,188
Expenses associated with the construction of concession assets 97,400 59,126
Conservation and repairments 89,498 75,976
Insurance 73,438 44,059
Transport, travel and lodging 59,656 39,320
Fuel 40,181 47,043
Vigilance and security 23,659 16,638
Water and electricity 19,541 14,629
Advertising and publicity 11,461 8,205
Communications 8,038 6,255
Utensils, other materials and office equipment 7,632 3,527
Cleaning 6,171 4,958
Other supplies and services 51,655 44,955
2,327,038 1,705,829

n the years ended 1 December and , the caption "Subcontracts" refers, essentially, to the costs incurred with subcontractors associated with the execution of the construction contracts that the Group was carrying out, and its distribution by operating segment can be analysed as follows:

2023 2022
Latin America - E&C 475,566 472,744
Europe - E&C 253,905 176,190
Africa - E&C 226,483 121,820
Environment 44,740 14,412
Capital 21,549 18,297
Mext 14,820 7,208
Other, eliminations and intragroup (84,807) (25,500)
952,256 785,170

In the years ended 31 December 2023 and 2022, the caption "Specialised works, fees and commissions" included, among others, technical assistance works, outsourcing, audit, and consulting services.

In the years ended 31 December 2023 and 2022, the caption "Leases and rents" refers, essentially, to expenses incurred with the lease of equipment, machinery, vehicles and facilities, leases which did not comply with the definition of lease under IFRS – 16 and leases that did comply with that definition, but which are short-term or low value leases, or include a variable price component (see Note 1.4. f).

5.Wages and salaries

Wages and salaries for the years ended 31 December 2023 and 2022 can be analysed as follows:

2023 2022
Payroll 720,521 545,980
Social security charges:
Pensions (defined benefit plan) - Note 39 852 432
Others 185,090 131,538
906,464 677,951

In the years ended 31 December 2023 and 2022, the caption "Others" included, essentially, expenses incurred with Social Security and other similar social contribution schemes abroad, meals and sickness subsidies, occupational accident insurance and severance pay.

In the years ended 31 December 2023 and 2022, the wages and salaries by operating segment can be analysed as follows:

2023 2022
Latin America - E&C 370,771 190,066
Africa - E&C 197,169 183,841
Environment 175,514 157,235
Europe - E&C 102,726 94,971
Capital 31,481 27,700
Mext 3,570 3,816
Other, eliminations and intragroup 25,232 20,321
906,464 677,951

Number of employees

As of 31 December 2023 and 2022, the number of employees working in the Group (taking into consideration the business unit in which those employees effectively carry out its activity) can be analysed as follows:

2023 2022
Directors and board members 139 138
Employees 21,123 18,667
Temporary workers 32,078 25,232
53,340 44,037
Africa - E&C 18,054 15,483
Latin America - E&C 16,916 13,995
Environment 13,532 9,914
Europe - E&C 3,078 3,081
Capital 1,166 1,093
Mext 122 87
Others, eliminations and intragroup 472 384
53,340 44,037

6.Other operating income / (expenses)

Other operating income / (expenses) for the years ended 31 December 2023 and 2022 can be analyse as follows:

2023 2022
Operating income
Favourable exchange differences 716,580 514,060
Changes in fair value in investment properties - Increases (Note 21) 39,885 364
Investment grants (Note 35) 14,370 16,700
Gains arising from the sale of tangible assets 21,135 22,095
Other income 1,797 34,969
793,766 588,188
Operating expenses
Unfavorable exchange differences 650,889 477,363
Taxes 47,497 20,645
Losses arising from the sale of tangible assets 6,997 14,569
Changes in fair value in investment properties - Decreases (Note 21) 209 3,986
Donations 3,381 3,138
Other expenses 31,243 23,097
740,216 542,799
53,551 45,389

In the years ended 31 December 2023 and 2022, the net exchange differences were originated, essentially, in Africa – E&C business unit.

In the years ended 31 December 2023 and 2022, the caption " nvestment grants" referred, essentially, to the recognition of investment grants by EGF Subgroup companies.

In the year ended 31 December 2023, the net gains arising from the sale of tangible assets are justified, essentially, by Mozambique branch of Mota-Engil Engenharia e Construção África, by Empresa Construtora Brasil, by the Malawi Branch of Mota-Engil Engenharia e Construção África and by Mota-Engil Railway.

In the year ended 31 December 2022, the net gains arising from the sale of tangible assets are justified, essentially, by Mota-Engil O&M Mexico, by Empresa Construtora Brasil, by Mota-Engil Central Europe Polónia, and by Mozambique branch of Mota-Engil Engenharia e Construção África.

In the years ended 31 December 2023 and 2022, the caption "Taxes" included several taxes supported by the different companies of the Group, with particular emphasis to the ones located in Mexico, Portugal, Nigeria, Guinea-Conakry (only in 2023), Angola (only in 2023) and Colombia (only in 2022).

7.Amortisations and depreciations

Amortisations and depreciations for the years ended 31 December 2023 and 2022 can be analysed as follows:

2023 2022
Amortisations for the year of intangible assets (Note 15):
Software and other rights 1,670 1,084
Concessions operation rights 65,478 70,032
Other intangible assets 121 3,345
67,270 74,460
Depreciations for the year of tangible assets (Note 16):
Land and buildings - assigned to quarries exploration 894 921
Land and buildings - to own use 9,455 9,761
Heavy equipment used in the Engineering and Construction business 86,165 50,710
Equipment - others 18,470 45,102
Other tangible assets 3,358 2,283
118,342 108,778
Depreciations for the year of right of use assets (Note 17):
Land and buildings - to own use 3,867 3,410
Heavy equipment used in the Engineering and Construction business 59,736 51,352
Equipment - others 32,117 40,616
Other tangible assets 18 41
95,738 95,418
281,349 278,656

8. Provisions and impairment losses

Provisions and impairment losses for the years ended 31 December 2023 and 2022 can be analysed as follows:

2023 2022
Increases Decreases Net Increases Decreases Net
Provisions (Note 37) 34,724 (16,106) 18,618 33,503 (17,302) 16,202
Total of provisions 34,724 (16,106) 18,618 33,503 (17,302) 16,202
Adjustments and impairment losses:
In inventories (Note 22) 212 (10) 203 462 (229) 233
In goodwill (Note 14) - - - 641 - 641
In tangible assets (Note 16) 893 (308) 585 960 (1,559) (599)
In other current assets - - - 1,787 - 1,787
In other financial investments recorded at
amortised cost
- (339) (339) - - -
In customers and other debtors (Note 23) 46,550 (25,792) 20,758 10,543 (9,972) 570
Total of impairment losses 47,655 (26,448) 21,206 14,393 (11,760) 2,632
Total of provisions and impairment losses 82,379 (42,554) 39,825 47,896 (29,062) 18,834

The net increase in the year ended December 31, 2023, in the captions "Provisions" and "Impairment losses", was mainly due to the increase in provisions associated with the warranty period of construction contracts, namely in the Africa – E&C and Latin America – E&C business units, as well as the recognition of impairment losses to address some risks of uncollectability in accounts receivable.

The net increase occurred in the year ended 31 December 2022 under the caption " rovisions" was due, essentially, to the increase of several provisions associated with the warranty period of the construction contracts, as well as, for several contingencies (namely in the Africa – E&C and Environment business units).

9.Financial income and gains and Financial costs and losses

Financial income and gains and financial costs and losses (financial results) for the years ended 31 December 2023 and 2022 can be analysed as follows:

2023 2022
Financial income and gains
Financial assets recorded at amortised cost:
Interest income 96,838 67,837
Prompt payment discounts received 1,011 489
Favourable exchange differences 141,197 354,999
Other financial assets:
Income from equity investments - Other financial investments recorded at fair value through other
comprehensive income
2,440 4,337
Fair value gains - Derivative financial instruments 3,842 832
Other financial income and gains 27,373 17,676
272,702 446,170
Financial costs and losses
Financial liabilities recorded at amortised cost
Interest expenses 256,938 165,216
Interest expenses - right of use assets (Note 17) 26,745 18,786
Prompt payment discounts granted 1,002 482
Unfavourable exchange differences 88,860 368,127
Other financial liabilities:
Other financial costs and losses 75,197 47,746
448,742 600,357
(176,041) (154,187)

In the years ended 31 December 2023 and 2022, the caption " nterest income" included, essentially, the interests associated with Angola and Mozambique sovereign bonds held by the Group, as well as, the income from the Clean Eburnie concession and by the CMRO Nayarit concession (only in 2023), which is recorded according to the IFRIC - 12 financial asset model, as well as, the interests related with the loans granted by Mota Engil Mexico and by FSE Suministradora Fenix (only in 2023) to some associated companies.

In the years ended 31 December 2023 and 2022, net exchange differences were, essentially, generated in the Africa – E&C business unit.

Dividends are recognized when the roup's right to receive the corresponding amount is established. In the years ended 31 December 2023 and 2022, the caption " ncome from equity investments" referred, essentially, to dividends received from A – Banco Angolano de Investimentos (2,090 thousand euros in 2023 and 4,179 thousand euros in 2022).

In the years ended 31 December 2023 and 2022, the financial costs capitalized in assets under construction / development can be analysed as follows:

2023 2022
Inventories 736 1,961
736 1,961

In the years ended 31 December 2023 and 2022, in order to capitalize financial costs to the assets under construction / development above-mentioned, an average interest rate of 6.35% and 6.09%, respectively, was used.

In the years ended 31 December 2023 and 2022, the caption "Other financial costs and losses" included, essentially, costs with guarantees and with the set-up of loans, as well as, several commissions and costs charged by financial institutions, part of which are being recognised through the effective interest rate method.

10. Gains / (losses) in associates and joint ventures

Gains in associates and in joint ventures for the years ended 31 December 2023 and 2022 can be analysed as follows:

Gains in associates and joint ventures 2023 2022
Lineas Group (Capital segment) 7,522 -
Martifer Group (Others, eliminations and intragroup segment) 7,500 5,438
APP Coatzacoalcos Villahermosa (Latin America - E&C segment) 2,621 582
Consorcio Línea Panama Norte (Latin America - E&C segment) 1,925 2,018
Consorcio Tren Ligero Línea 4 (Latin America - E&C segment) 1,690 -
Automatriz (Africa - E&C segment) 1,353 1,112
Infraconnect Fifteen Kenya (Africa - E&C segment) 1,145 -
Infraconnect Eighteen Kenya (Africa - E&C segment) 1,063 -
Concessionaria M&R (Latin America - E&C segment) 742 -
ECOSS Ambiental (Environment segment) 725 -
Besix (Latin America - E&C segment) 510 -
Sistemas Electricos Metropolitanos (Latin America - E&C segment) - 2,961
Concesionaria Alternativas Viales (Latin America - E&C segment) - 1,668
Operadora Tampico Ciudad Victoria (Latin America - E&C segment) - 1,343
APP Tamaulipas (Latin America - E&C segment) - 906
HL - Sociedade Gestora do Edifício (Capital segment) - 493
Mota-Engil Tourism BV e participadas (Latin America - E&C segment) - 15
Others 1,525 1,641
28,320 18,176

Losses in associates and in joint ventures for the years ended 31 December 2023 and 2022 can be analysed as follows:

Losses in associates and joint ventures 2023 2022
Sistemas Electricos Metropolitanos (Latin America - E&C segment) 4,777 -
Autopista Urbana Siervo de la Nacion (Latin America - E&C segment) 4,280 6,268
Concesionaria Alternativas Viales (Latin America - E&C segment) 1,029 -
Complementary Groups of Companies (ACE's) participated by Mota-Engil Engenharia e Construção (Europe
segment - E&C)
765 282
Constructora Conexión Oriente (Latin America - E&C segment) 567 -
Lineas Group (Capital segment) - 9,658
Concessionária Autopista Cardel Poza Rica (Latin America - E&C segment) - 3,532
Concessionária Autopista Tuxpan-Tampico (Latin America - E&C segment) - 2,397
Grupo Constructor y Desarrollador de Puebla (Latin America - E&C segment) - 636
Infraconnect Eighteen Kenya (Africa - E&C segment) - 227
Infraconnect Fifteen Kenya (Africa - E&C segment) - 183
Others 1,496 469
12,913 23,654
Gains/(Losses) in associates and joint ventures 15,407 (5,478)

In the year ended 31 December 2022, the appropriated result in Lineas Group was influenced, essentially, by the following two non-recurring events: (i) the change in the accounting of the Douro Interior concession contract (approximately -29,000 thousand euros); and (ii) the reversal of a provision for contingencies at Concessionária do Tiete (approximately +14,000 thousand euros).

In the years ended 31 December 2023 and 2022, the losses appropriated in Autopista Urbano Siervo de la Nacion,in Concessionária Autopista Cardel Poza Rica (only in 2022) and in Concessionára Autopista Tuxpan-Tampico (only in 2022) were justified, essentially, by the recent opening of the respective highways and by the existent gap in this stage of the operation between the income generated and the costs supported, namely with financial expenses and amortisations. In addition, as a result of the classification in 2023 of the last two concessionaire companies as non-current assets available for sale, the Group suspended the application of the equity method to them.

11. Gains / (losses) on the acquisition and disposal of subsidiaries, joint ventures and associated companies

Gains / (losses) on the acquisition and disposal of subsidiaries, joint ventures and associated companies in the years ended 31 December 2023 and 2022 can be analysed as follows:

Gains on the acquisition and disposal of subsidiaries, joint ventures and associated companies 2023 2022
restated
Industrial waste management business (Environment segment) 35,922 -
Concessionária Cua Cua e Vías (Latin America - E&C segment) 8,690 22,928
Autopista Siervo de la Nacion (Latin America - E&C segment) - 20,163
Ireland and United Kingdom operations (Europe - E&C segment) - 5,083
Takargo (Capital segment) - 785
HL (Capital segment) - 635
Others 2,612 11
47,224 49,605
Losses on the acquisition and disposal of subsidiaries, joint ventures and associated companies 2023 2022
Martifer Group (Others, eliminations and intragroup segment) 5,700 -
ME Turismo BV (Mota-Engil Latin America) - 4,416
Others 1,288 227
6,988 4,643
Gains / (losses) on the acquisition and disposal of subsidiaries, joint ventures and associated companies 40,236 44,963

In the years ended 31 December 2023 and 2022, for the most relevant transactions, the detail of the calculation of the respective gains / (losses) is disclosed in Note 42.

In the year ended December 31, 2023, the loss recorded in the Martifer Group resulted from the recognition of the contingent portion of the price associated with the acquisition in previous years of credits on that entity, which were subsequently used to cover losses in that entity.

12. Income tax

Income tax for the years ended 31 December 2023 and 2022 can be analysed as follows:

2023 2022
Current tax 98,650 59,475
Deferred tax 31,197 (19,820)
129,847 39,655

As of 31 December 2023 and 2022, the detail and the movement of deferred tax assets and liabilities, in accordance with the temporary differences that gave rise to them, can be analysed as follows:

Deferred Tax Assets 2023 2022 Changes in the
perimeter
Effect in
results
Effect in
reserves
Transfers
and others
2023
Tax losses carried forward 61,313 (696) 14,928 (866) 14,119 88,799
Provisions and impairment losses not
accepted for tax purposes
79,656 (1,768) 4,243 (5,044) (30,459) 46,628
Accrued expenses not accepted for tax
purposes
46,140 (4,268) 1,831 (283) (30,777) 12,643
Accrued expenses associated with
investments to be performed not
accepted for tax purposes
23,761 - (1,419) - (12,578) 9,764
Temporary differences in the liquidation
of subsidiaries
9,189 - - - 99 9,288
Others 14,933 (5,783) (6,219) 2,873 20,100 25,905
234,992 (12,514) 13,364 (3,319) (39,496) 193,026
Deferred Tax Assets 2022 2021 Changes in the
perimeter
Effect in
results
Effect in
reserves
Transfers
and others
2022
Provisions and impairment losses not
accepted for tax purposes
62,458 - 13,364 255 3,579 79,656
Tax losses carried forward 37,313 - 19,864 2,670 1,466 61,313
Accrued expenses not accepted for tax 62,101 - (32,140) 16,178 - 46,140
purposes
Accrued expenses associated with
investments to be performed not
accepted for tax purposes
27,582 - (3,821) - - 23,761
Temporary differences in the liquidation
of subsidiaries
9,189 - - - - 9,189
Others 10,605 784 7,223 1,361 (5,039) 14,933
209,248 784 4,490 20,464 6 234,992
Deferred Tax Liabilities 2023 2022 Changes in the
perimeter
Effect in
results
Effect in
reserves
Transfers and
others
2023
Untaxed accrued income net of accrued
expenses
45,343 - 27,588 10,163 5,717 88,811
Revaluation of fixed assets and
investment properties
56,843 (2) 3,651 15,031 (1,547) 73,976
Fair value allocation in business
combinations
38,843 - (1,195) (16) (15,143) 22,489
Exchange rate differences not accepted
for tax purposes
14,214 - 16,549 (4,087) (7,908) 18,768
Impact of hyperinflation in Angola 8,362 - (106) (3,455) 522 5,323
Amortisations associated with future
investment to be made not accepted for
tax purposes
23,111 - (583) - (17,922) 4,605
Depreciation not accepted for tax
purposes
8,370 (742) (37) 54 (7,226) 420
Others 4,397 (1,068) (1,306) (1,385) 9,481 10,118
199,482 (1,812) 44,561 16,305 (34,026) 224,510
Deferred Tax Liabilities 2022 2021 Changes in the
perimeter
Effect in
results
Effect in
reserves
Transfers and
others
2022
Revaluation of fixed assets and
investment properties
61,833 - (10,683) 6,476 (783) 56,843
Accruals of income net of expenses not
accepted for tax purposes
27,320 - (6,534) 8,707 15,850 45,343
Fair value allocation in Business
Combinations
38,571 - 272 - - 38,843
Exchange rate differences not accepted
for tax purposes
13,157 - 572 484 - 14,214
Amortisations associated with future
investments to be made not accepted for
tax purposes
23,882 - (772) - - 23,111
Depreciation not accepted for tax
purposes
8,149 - 219 2 - 8,370
Impact of hyperinflation in Angola 7,688 - - 674 - 8,362
Others 14,647 (152) 1,595 1,143 (12,837) 4,397
195,249 (152) (15,331) 17,485 2,230 199,482

As of 31 December 2023 and 2022, the share of deferred tax assets expected to be used within a period of more than 12 months amounts to, approximately, 170,700 thousand euros and 155,000 thousand euros, respectively.

In the year ended 31 December 2023, the column "Changes in the perimeter" reflected, essentially, the impact of the reclassification of assets/liabilities associated with operations in Poland to non-current assets/liabilities held for sale (Note 28).

In the years ended 31 December 2023 and 2022, the column " ffect in reserves" included, essentially: (i) the exchange differences arising from the translation of the financial statements of affiliated companies expressed in a foreign currency, namely the ones located in the Africa - E&C and Latin America - E&C business units and (ii) the tax associated with the revaluations carried out to the lands and buildings for own use and to the heavy equipment´s used in the Engineering and Construction business.

In the years ended 31 December 2023 and 2022, the captions "Accrued expenses not accepted for tax purposes" and "Accruals of income net of expenses not accepted for tax purposes " included, essentially, the effect of the temporary differences in some countries between the tax and the accounting treatment of the construction contracts (namely, recognition for tax purposes of expenses and income only in the moment when the respective financial flow occurs).

As of 31 December 2023 and 2022, according to the tax estimates and the tax returns of the companies that recorded deferred tax assets associated with tax losses and tax credits, those were carried forward as follows:

2023 Tax credits and losses Deferred tax assets
Year of recognition:
up to 2019 (inclusive) 64,807 16,834
2020 61,610 18,013
2021 39,606 15,125
2022 33,596 11,996
2023 80,994 26,830
280,613 88,799
2023 Tax credits and losses Deferred tax assets
Time limit:
2024 2,833 2,804
2025 16,363 5,135
2026 40,594 13,763
2027 30,168 6,040
after 2027 190,655 61,057
280,613 88,799
2022 Tax credits and losses Deferred tax assets
Year of recognition:
up to 2018 (inclusive) 26,392 5,959
2019 26,947 8,581
2020 18,987 7,722
2021 54,875 19,496
2022 43,552 19,554
170,752 61,313
2022 Tax credits and losses Deferred tax assets
Time limit:
2023 1,630 936
2024 6,130 3,679
2025 40,386 9,974
2026 39,774 21,808
after 2026 82,832 24,916
170,752 61,313

As of 31 December 2023 and 2022, an assessment was performed regarding the deferred tax assets recognized arising from taxes losses carried forward and other temporary deductible taxable differences. As a result, those were only recorded when it was considered probable, according to the information provided below, that there would be taxable profits in the future and those could be used to recover the tax losses or to offset existing temporary taxable differences. That assessment was done, essentially, taking in consideration the business plans of the several companies of the Group, which are periodically reviewed and updated.

Likewise, in order to assess the realization of the deferred tax assets generated under Mota-Engil SGPS tax consolidation group (Special Taxation egime for Company roups, " T S" on the ortuguese abbreviation), the business plans of the companies included in that regime were used, namely those of Mota-Engil Engenharia e Construção, and Mota-Engil Engenharia e Construção Africa.

As of 31 December 2023 and 2022, if the taxable profits considered in the business plans of the companies included in the Mota-Engil SGPS tax consolidation regime were higher or lower in 5%, the recognized deferred tax assets would increase and decrease in 1,378 thousand euros and 1,378 thousand euros, respectively (0 thousand euros and 0 thousand euros, respectively, as of 31 December 2022).

Additionally, following the entry into force of Law No. 24-D/2022, of December 30, the deduction of tax losses from taxable income is no longer limited in time, being limited to 65% of the taxable income, with the exception of the deduction of tax losses generated in the years 2020 and 2021, whose deduction is limited to 75% of the taxable income.

Finally, as of 31 December 2023 and 2022, there were tax losses carried forward in the amount of 72,976 thousand euros and 46,005 thousand of euros, respectively, for which deferred tax assets, from a cautious perspective and taking into consideration the uncertainty of its realization, were not recorded.

2023 Tax losses Deferred tax assets
Year of recognition:
up to 2019 (inclusive) 10,429 1,924
2020 3,554 755
2021 5,121 1,085
2022 5,733 1,181
2023 48,139 10,279
72,976 15,223
2023 Tax losses Deferred tax assets
Time limit:
2024 777 142
2025 330 58
2026 988 184
2027 1,115 206
after 2027 69,766 14,633
72,976 15,223
2022 Tax losses Deferred tax assets
Year of recognition:
up to 2018 (inclusive) 13,347 2,656
2019 3,677 571
2020 14,941 4,156
2021 7,385 1,865
2022 6,655 1,706
46,005 10,953
2022 Tax losses Deferred tax assets
Time limit:
2023 6,143 1,141
2024 4,401 871
2025 4,876 701
2026 4,291 959
after 2026 26,294 7,281
46,005 10,953

Mota-Engil SGPS applies, since January 2010, the Special Tax egime for roups of Companies (" egime special de Tributação dos Grupos de Sociedades – T S"), and therefore its current tax is calculated based on the taxable profits of the companies included in the consolidation and in that special regime, according to its rules.

RETGS includes all the subsidiaries held, directly or indirectly, at least by 75% of its share capital, located in Portugal and subject to the general regime of taxation established in the Portuguese Code of Corporate Income Tax (CIT).

For the companies not subject to that special tax regime, current tax is calculated based on the respective taxable profit determined in accordance with the tax rules in force at the location of the head office of each affiliated company.

Since January 1, 2007, municipalities began to be entitled to charge an annual municipal surcharge up to the maximum limit of 1.5% of the taxable profit subject to and not exempt from CIT. Therefore, in the years ended 31 December 2023 and 2022, Mota-Engil SGPS and its subsidiaries located in Portugal were subject to a CIT rate of 21%, plus a municipal surcharge at a maximum rate of 1.5% applicable to the taxable profit, reaching a maximum aggregate tax rate of, approximately, 22.5%.

Additionally, in the years ended 31 December 2023 and 2022, the taxable profits of the affiliated companies located in Portugal that exceeded 1,500,000 euros were subject to a state surcharge determined in accordance with article 87 - A of the Portuguese Code of CIT, at the following rates:

  • 3% for taxable profits between 1,500,000 euros and 7,500,000 euros;
  • 5% for taxable profits between 7,500,000 euros and 35,000,000 euros; and
  • 9% for taxable profits over 35,000,000 euros.

Furthermore, in the years ended 31 December 2023 and 2022, the deduction of the net financing costs in the determination of the taxable profit became limited to the highest of the following thresholds:

  • 1,000,000 euros; and
  • 30% of earnings before depreciation, net financing costs and taxes.

Lastly, in accordance with article 88 of the Portuguese Code of CIT, the affiliated companies located in Portugal are additionally subject to an autonomous taxation over a set of costs at the rates provided for in the aforesaid article.

Therefore, in order to determine deferred tax assets / liabilities in Portugal, the rates of 21% (for tax losses and tax credits carried forward) and 22.5% (for the remaining temporary differences) were used since those rates are estimated to be the ones in force at the date of the reversal of the respective temporary differences.

In the years ended 31 December 2023 and 2022, the reconciliation between the nominal and the effective income tax rate can be analysed as follows:

2023 Rate Tax basis Tax
Nominal tax rate and tax on income 22.5% 395,726 89,038
Results of associates and joint ventures recorded by the equity method (0.9)% (15,407) (3,467)
Tax losses and other temporary differences of the year for which no deferred tax assets
were recognized and / or write-off of deferred tax assets recognized in previous years
and/or recording of deferred tax assets previously not accounted for
3.5% 61,002 13,725
Different nominal tax rates 7.6% - 30,197
Differences between tax and accounting capital gains and losses (4.9)% (85,452) (19,227)
Autonomous taxation 0.5% - 2,091
Financial costs non deductible 6.3% 111,542 25,097
Income taxed under other taxes instead of Income Tax (2.8)% (10,966)
Other effects 1.2% 4,942
Effective rate and income tax 32.8% 129,847
2022 restated Rate Tax basis Tax
Nominal tax rate and tax on income 22.5% 139,062 31,289
Results of associates and joint ventures recorded by the equity method 1.1% 5,478 1,232
Tax losses and other temporary differences of the year for which no deferred tax assets
were recognized and / or write-off of deferred tax assets recognized in previous years
and/or recording of deferred tax assets previously not accounted for
3.2% 16,527 3,718
Different nominal tax rates 9.6% - 11,247
Differences between tax and accounting capital gains and losses (7.9)% (63,921) (14,382)
Autonomous taxation 1.1% - 1,259
Financial costs non deductible 11.4% 59,153 13,309
Income taxed under other taxes instead of Income Tax (6.5)% (7,556)
Other effects (0.4)% (462)
Effective rate and income tax 28.5% 39,655

The amounts included under the caption "Different nominal tax rates" are justified, essentially, by the fact that companies located outside Portugal are subject to tax rates different from 22.5%.

As of 31 December 2023 and 2022, the nominal tax rates in force in the main countries in which the Group operates, which were also the basis for the quantification of deferred tax assets and liabilities, since those rates are estimated to be the ones in force at the date of reversal of the respective temporary differences, were as follows:

Rate
Country 2023 2022
South Africa 27% 28%
Angola 25% 25%
Brazil 34% 34%
Colombia 35% 35%
Ivory Coast 25% 25%
Guine 25% 25%
Malawi 35% 35%
Mexico 30% 30%
Mozambique 32% 32%
Nigéria 30% 30%
Peru 29,5% 29,5%
Poland 19% 19%
Rwanda 30% 30%

Pursuant to the national legislation, tax returns are subject to review and correction by tax authorities during a period of four years (five years for Social Security), except when tax losses have occurred, tax benefits have been granted or inspections, claims or other objections are under way, situations in which, depending on the circumstances, those periods are extended or suspended. Therefore, the tax returns of the Group companies located in Portugal, for the years 2020 to 2023, may still be subject to review and correction. Nevertheless, the roup's Board of Directors is of the opinion that potential corrections arising from different interpretations of the legislation in force by the tax authorities will not have a significant effect on the accompanying consolidated financial statements.

Furthermore, it is the Group's Board of Directors belief, supported by its lawyers and tax consultants, that there are no material liabilities related with tax contingencies, taking into consideration the dispositions of IFRIC - 23 – Uncertainties on the income tax treatment, that should give rise to the recognition of provisions or the need to disclose them in the accompanying consolidated financial statements.

In the near future, the Group will be covered by the minimum effective taxation rules for multinational groups (commonly referred to as "Pillar Two") which, by transposition of Directive (EU) 2022/2523, will apply from 1 January 2024 onwards in some jurisdictions in which the Group operates. In Portugal, which is the jurisdiction where the Group's parent entity is headquartered, the Directive has not yet been transposed, but it is expected that it will be transposed during 2024 and that the rules will take effect in that year.

Thus, given that the Pillar Two legislation was not in force at the reporting date, it did not have any impact in 2023 on the Group's current tax. As for deferred taxes related to the future adoption of the new rules, the Group applied the exception to their recognition and disclosure, as provided for in the revision to IAS 12 issued in May 2023.

Finally, although the application of the new rules is quite complex and all possible future impacts of its adoption on current tax or deferred taxes are still being assessed, given that in the various jurisdictions where the Group currently operates (and in accordance with the current tax rates and tax benefits in force) the level of effective taxation is higher than the minimum threshold of 15% provided for in the Pillar Two rules (even if applying only local taxation rules), no material impacts are estimated from its application.

13. Earnings per share

Mota-Engil, SGPS only issued ordinary shares and so there are no special rights to dividends or voting rights.

There are no situations in the Group which might lead to a reduction of earnings per share as a result of options, warrants, convertible bonds or other rights linked with ordinary shares. Therefore, there is no dissimilarity between the calculation of basic earnings per share and the calculation of diluted earnings per share.

In the years ended December 31, 2023 and 2022, the share capital of Mota-Engil SGPS amounted to 306,775,950 euros and was represented by 306,775,950 ordinary shares with a nominal value of 1 euro each.

Therefore, in the years ended 31 December 2023 and 2022, the calculation of the earnings per share may be analysed as follows:

2023 2022
restated
Consolidated net profit of the year attributable to the Group (I) 113,153 52,422
Number of shares outstanding at the begining of the year 306,775,950 306,775,950
Number of shares outstanding at the end of the year 306,775,950 306,775,950
Weighted average number of ordinary shares (II) 306,775,950 306,775,950
Weighted average number of own shares (III) 6,091,581 6,091,581
Average number of shares outstanding (II - III) 300,684,369 300,684,369
Earnings per share:
basic (I) / (II - III) 0.376 € 0.174 €
diluted (I) / (II - III) 0.376 € 0.174 €

14. Goodwill

Information regarding goodwill for the years ended 31 December 2023 and 2022 can be analysed as follows:

2023 2022 restated
Gross
Goodwill
Accumulated
impairment
losses
Net Goodwill Gross
Goodwill
Accumulated
impairment
losses
Net Goodwill
Europe - E&C
Mota-Engil Central Europe Poland - - - 8,011 (4,426) 3,585
Others 469 (469) - - - -
469 (469) - 8,011 (4,426) 3,585
Environment
Suma Group 7,686 (2,506) 5,179 12,639 (4,177) 8,462
Others 98 (75) 23 98 (75) 23
7,784 (2,581) 5,203 12,737 (4,252) 8,485
Africa - E&C
Cecot 1,002 - 1,002 1,036 - 1,036
Others 143 - 143 143 - 143
1,145 - 1,145 1,179 - 1,179
Latin America - E&C
Empresa Construtora Brasil 3,738 - 3,738 3,548 - 3,548
Consita 397 - 397 377 - 377
4,135 - 4,135 3,924 - 3,924
Capital
Mota-Engil Ativ 1,187 - 1,187 1,187 - 1,187
Others 366 - 366 643 (41) 602
1,553 - 1,553 1,831 (41) 1,789
MEXT
Others 278 (41) 236 - - -
278 (41) 236 - - -
Group
Others 329 (33) 295 - - -
329 (33) 295 - - -
15,691 (3,124) 12,567 27,683 (8,719) 18,963

The movements in goodwill in the years ended 31 December 2023 and 2022 can be analysed as follows:

2023 2022
restated
Goodwill at the beginning of the year 18,963 20,069
Impairment losses in Goodwill (Note 8)
Mota-Engil Central Europe Poland - (641)
- (641)
Changes in Goodwill due to changes in the perimeter
Suma Group (Business of industrial waste) (3,282) -
Group - others 295 -
(2,987) -
Transfers
Suma Group (Business of industrial waste) - (918)
Mota-Engil Central Europe Poland (3,636) -
(3,636) (918)
Changes in Goodwill due to exchange differences
Empresa Construtora Brasil 190 378
Mota-Engil Central Europe Poland 50 (22)
Others (14) 97
226 453
Goodwill at the end of the year 12,567 18,963

In the year ended December 31, 2023, the change in Goodwill, due to changes in the perimeter, occurred in the Suma Group, and was due to the sale of its industrial waste business (Note 42).

In the year ended 31 December 2023, the transfer of Goodwill at Mota – Engil Central Europe Poland resulted from its classification as a non-current asset available for sale (Note 28).

In the year ended 31 December 2022 the impairment losses recorded in Goodwill were justified by the write-off of goodwill allocated to the bridge's businesses in oland.

In the year ended 31 December 2022, the transfer of Goodwill occurred at Suma Group resulted from the classification of its industrial waste business as a non-current asset available for sale (Note 28).

As of 31 December 2023 and 2022, the methods and the main assumptions used in the assessment over the existence, or not, of impairment for the most significant amounts of goodwill recorded in the accompanying consolidated financial statements, were as follows:

2023
Assumptions ECB*
Method used Value in use
Basis used Forecasts with perpetuity
Period used 5 years
Growth rate of sales:
Year n+1 23.8%
Year n+3 9.1%
In perpetuity 3.0%
Discount rate used 15.0%

* Valuation expressed in local currency

2022
Assumptions ECB* Mota-Engil Central
Europe Poland
Suma Group
(except EGF)
Method used Value in use Value in use Value in use
Basis used Forecasts with
perpetuity
Forecasts with
perpetuity
Forecasts with
perpetuity
Period used 5 years 5 years 5 years
Growth rate of sales:
Year n+1 62.0% 75.4% (5.4)%
Year n+3 (17.9)% 2.3% 2.6%
In perpetuity 3.0% 2.5% 2.0%
Discount rate used 14.3% 10.5% 8.8%

* Valuation expressed in local currency

As of 31 December 2023 and 2022, the sensitivity of the results of the impairment tests performed to goodwill to the most significant assumptions, namely to the discount rate, to the sales growth rate in perpetuity and to the projected cash-flows was as follows (impact on the recoverable amount of the net assets to which the goodwill was assigned):

in million Euros
2023
Sensitivity to key assumptions
Discount rate Sales growth rate in perpetuity Projected cash-flows
0.5% (0.5)% 0.5% (0.5)% 5.0% (5.0)%
ECB (5,333) 5,802 3,779 (3,477) 6,188 (6,188)
in million Euros
2022
Sensitivity to key assumptions
Discount rate Sales growth rate in perpetuity Projected cash-flows
0.5% (0.5)% 0.5% (0.5)% 5.0% (5.0)%
ECB (3,093) 3,375 2,168 (1,983) 3,448 (3,448)
Mota-Engil Central Europe Poland (6,171) 6,998 5,205 (4,593) 4,864 (4,864)
Suma (11,360) 13,186 10,228 (8,814) 8,155 (8,155)

As of 31 December 2023 and 2022, if a discount rate higher in 0.5% or a sales growth rate in perpetuity lower in 0.5% or projected cash-flows lower in 5% had been used, the results of the above-mentioned tests would not lead to the recognition of any impairment losses.

The value in use refers to the estimation of the present value of future cash flows of the respective C 's, determined based on budgets and business plans duly approved by the Group's Board of Directors, which cover, on average, a period of five years.

In general terms, the assumptions used in the determination of the value in use were the following: (i) the cash inflows arising from sales were projected based on historical knowledge of the business, in market analyses, both in terms of growth and market share, in the backlog already obtained, as well as, in the prospects of obtaining new contracts in the future, based on historical probabilities of success; (ii) the operating margin was projected based on historical data and on management experience and knowledge; (iii) cash flows after the projection period were extrapolated using a perpetual growth rate similar to the inflation rate expected for the market where the affiliate operates; and (iv) estimated cash flows were discounted at their present value using a weighted average cost of capital rate.

15. Intangible assets

The information regarding the net book value of intangible assets by operating segment, as of 31 December 2023 and 2022, can be analysed as follows:

Europe -
E&C
Environment Africa - E&C Latin
America -
E&C
Capital Mext Other,
eliminations
and
intragroup
Mota-Engil
Group
2023
Software and other rights 11 1,345 679 4,648 32 - 841 7,557
Concessions operation rights - 554,619 47,850 - 10,378 - - 612,848
Assets in progress 62 16,522 22 95,544 125 9,571 - 121,846
Other intangible assets 31 36 205 1,679 - - (0) 1,950
103 572,522 48,756 101,871 10,535 9,571 841 744,201
2022
Software and other rights 68 1,273 600 931 47 46 1,638 4,604
Concessions operation rights - 504,267 49,011 66,767 11,452 - - 631,498
Assets in progress 232 31,100 38 84,389 98 - (0) 115,857
Other intangible assets 74 77 223 299 - - (412) 261
374 536,717 49,872 152,387 11,597 46 1,226 752,219

The information regarding the gross amount of intangible assets, as of 31 December 2023 and 2022 can be analysed as follows:

Development
costs
Software and
other rights
Concessions
operation
rights
Assets in
progress
Other
intangible
assets
Total
2023
Opening balance 0 23,415 1,720,056 115,857 1,204 1,860,532
Increases - 598 135,604 52,782 1,434 190,418
Disposals - (18) (2,745) (554) - (3,317)
Write-offs - (842) (26,112) (6) (49) (27,010)
Exchange differences (10) 13 5,707 10,498 (58) 16,150
Changes in the perimeter - (1,281) (147,822) (75) (89) (149,267)
Transfers and other movements 0 4,670 56,428 (56,657) 392 4,833
(9) 26,555 1,741,115 121,845 2,833 1,892,339
2022
Opening balance 39,493 22,216 1,595,164 96,976 1,418 1,755,267
Increases - 1,475 78,576 42,344 8,205 130,599
Disposals - (1) (3,176) (2,254) - (5,430)
Write-offs (1) (13) (11,185) (22) (2,058) (13,279)
Exchange differences 86 625 1,435 8,189 31 10,366
Changes in the perimeter - - - - (416) (416)
Transfers and other movements (39,578) (887) 59,241 (29,376) (5,975) (16,575)
0 23,415 1,720,056 115,857 1,204 1,860,532

In the year ended December 31, 2023, the main increases / disposals / write-offs in intangible assets were related with the investment plan of the EGF Subgroup companies, and, in the increases component, to the investments made by the concessionaire companies (of motorways and amusement parks) in Mexico (approximately 117,000 thousand euros).

In the year ended 31 December 2022, the main increases / disposals / write-offs in intangible assets were related with the investment plan of the EGF Subgroup companies, with the investments performed by three new concessionaires (of highways and amusement parks) in Mexico (approximately 66,800 thousand of euros) and with the investment performed by Estradas do Zambeze under the concession contract that it currently explores.

In the year ended December 31, 2023, the changes in the perimeter in ntangible assets were essentially related to the classification at the end of 2023 of Mexican concessionaire companies to non-current assets held for sale (approximately 148,000 thousand euros – Note 28).

The information regarding the amount of accumulated amortisation of intangible assets and the respective net amount at 31 December 2023 and 2022 can be analysed as follows:

Development
costs
Software and
other rights
Concessions
operation
rights
Assets in
progress
Other
intangible
assets
Total
(0) (18,811) (1,088,558) - (944) (1,108,313)
- (1,670) (65,478) - (121) (67,270)
- 18 2,745 - - 2,763
- 820 25,422 - 29 26,271
10 (155) 138 1 52 46
(0) 34 (2,537) - 12 (2,490)
9 (18,998) (1,128,268) 1 (883) (1,148,138)
(17,039) (18,092) (1,019,923) - (1,053) (1,056,107)
- (1,084) (70,032) - (3,345) (74,460)
- 1 3,163 - - 3,163
1 13 10,550 - 2 10,566
(3) (366) (74) - (23) (467)
17,042 716 (12,241) - 3,475 8,992
(0) (18,811) (1,088,558) - (944) (1,108,313)
0 7,557 612,848 121,846 1,950 744,201
0 4,604 631,498 115,857 261 752,219

As of 31 December 2023 and 2022, the caption "Concessions operation rights" can be detailed as follows:

2023 2022
Concessions granted to EGF Subgroup 537,562 480,568
Mamaland 47,224 48,128
Eco Eburnie 15,235 19,411
Tulltepec Concession 0 42,019
Azpau Entretenimiento 0 19,898
Others 12,827 21,473
612,848 631,498

At the end of 2014, a decision was announced which declared Suma the winner of the public tender for the privatisation of 95% of the share capital of EGF, entity that manages the concession operators of multi-municipal systems for the treatment and recovery of municipal solid waste in Portugal. After obtaining a no-objection statement from the Competition Authority, the privatisation process was completed by the end of the first half of 2015 and EGF and its subsidiaries were consolidated in Mota-Engil Group after July 1, 2015.

Concessions granted on an exclusive basis for 19 years to the companies of the EGF Subgroup (Algar, Amarsul, Ersuc, Resistrela, Resinorte, Resulima, Suldouro, Valnor, Valorlis, Valorminho and Valorsul) will end in 2034.

As of 31 December 2023 and 2022, circa of 65% and 63%, respectively, of the total amount of the concessions operation rights of EGF Subgroup was justified by 5 concessionaires (Valorsul, Ersuc, Resinote, Algar and Amarsul).

The activity covered by the concessions comprises the treatment of municipal waste produced in the user municipalities, including their recovery and the provision of by-products, as well as, the selective collection of municipal waste. Municipalities are required to provide concessionaires with all municipal waste whose management is under their responsibility.

The supervision of the concessions is the responsibility of ERSAR, which is empowered to set the tariffs to be applied, as well as, to approve the regulated accounts. On the other hand, from 2021 onwards, the investment plans of the concessionaires began being approved by the Grantor instead of ERSAR.

The operation and management of the concessions also includes the design, construction, acquisition, extension, repair, renewal, maintenance and optimisation of the works and equipment's necessary for the execution of the business of the concessionaires.

The concession basis determine that concessionaires will have as its main activity the operation and management of the multimunicipal system of urban waste, including the treatment of urban waste arising from the undifferentiated collection, as well as, the selective collection of urban waste, including its sorting, and as complementary activities, concessionaires will have activities that, although not being part of its main activity, use assets related thereto, enabling the optimisation of the corresponding profitability. The performance of complementary activities depends upon authorisation from the Concession owner, after the opinions of the Competition Authority and of ERSAR.

The assets considered to be assigned to the concession are as follows:

  • Infrastructures related to the treatment and recovery of undifferentiated and selective urban waste, as well as, assets used in the selective collection of urban waste: transfer stations, eco-centers, plants for processing, sorting and recovery and corresponding points of access, related infrastructures, landfills, eco points and waste transport vehicles;

  • Equipment required to operate infrastructures and to monitor and control its use;

  • All works, machines and apparatuses and corresponding accessories used to collect and treat waste and to maintain equipment and management of the system that were not mentioned above;

  • Equipment, machines, vehicles, apparatuses and corresponding accessories used to collect urban waste selectively.

In addition, the following assets are also considered to be assigned to the concession:

  • Property purchased using the private right or by means of expropriation to set infrastructures;

  • Exclusive rights of intellectual and industrial property that the concessionaires hold;

  • Other assets and rights related to the continuity of the operations of the concessions, such as the ones related to labour, construction, lease and provision of services.

Concessionaires should prepare and keep an inventory of assets and rights related to the concessions and should send annually to ERSAR detailed information regarding them, as well as, the write-offs carried out.

During the period in force of the concessions, the concessionaires have the obligation to keep the assets in proper conditions of operation, conservation and safety, performing all repairs, renewals and adjustments necessary to keep assets in the required technical conditions.

The concessionaires have the right to use the assets related to the concessions until their extinguishment. Assets assigned to the concessions can only be used for the purposes foreseen in the concessions. At the extinguishment date of the concessions, assets assigned there are reverted to an inter-municipal entity, to the Association of Municipalities, to the group of using municipalities, or to the State, through the exercise of the corresponding option right and the payment to the concessionaires, under the terms established in the Basis and on the concession contracts, of a compensation that corresponds to the net book value of those assets, net of grants.

Concessionaires are liable for the risks inherent to the concessions under the applicable law, assuming the corresponding operating risks. On the other hand, the concessionaires are liable for the financing to develop the concession object, in order to meet all obligations established in the concession contracts in due time, assuming also the corresponding investment and financing risks.

The remuneration regime of the concessions is based on the recognition to concessionaires of allowed revenues that should be reflected in the tariffs to be applied to the users of the system.

Revenues allowed to concessionaires within the scope of the regulated activity are set by ERSAR for a period of three to five years (" egulatory period"). The regulatory model is set by SA and is based on the following assumptions, among others:

  • Eligibility of operating costs, for the purposes of determination of allowed revenues, by reference to a context of operation production efficiency and management of the municipal system;

  • Return on capital based on the weighted average cost, with parameters set by reference to market values and in accordance with the performance of comparable representative entities;

  • Definition of an asset basis comprised by the assets allocated to the concessions as a basis for the capital remuneration;

  • Adoption of mechanisms to promote efficiency; and

  • Suitable impact on allowed revenues of the differences recorded between the estimated quantities and the quantities of urban waste delivered to the concessionaires.

Furthermore, the definition of the operating cost basis should take in consideration its effective control by the concessionaires, the technologies and capacity installed, as well as, the fluctuations in demand.

Therefore, tariffs to be applied to the users must provide concessionaires with the allowed revenues determined under the terms of the previous basis and correspond to the division between the allowed revenues attributed each year to the concessionaires by the estimated delivered quantities for that year.

Concession contracts can be terminated by the Concession owner if one of the following situations occurs, with a significant impact on the concession operations: deviation from the purpose of the concession; long-lasting interruption of operation due to a fact attributable to the concessionaires; repeated objection to supervision or repeated non-compliance with the instructions of the Concession owner, or if laws and regulations applicable to the operation are not fully complied; refusal to carry out a proper conservation and repair of the infrastructures; repeated collection of amounts that exceed those set in the concession contracts and in the contracts entered into with users; dissolution or insolvency of the concessionaires; unauthorised transfer of the concession or sub concession; unauthorised disposal of shares in the share capital of concessionaires; encumbrance of shares in the share capital of the concessionaires that breach provisions in the concession contracts; unauthorised increase or decrease, when applicable, in the share capital of the concessionaires; lack of provision of guarantees or its renewal under the terms and deadlines foreseen; and concessionaires refusal or impossibility to resume concessions.

In addition, the Concession owner can bail out the concessions, assuming the direct management of the granted public service, whenever this arises for public interest and after at least two thirds of the contract term, with at least one year in advance in relation to the date the bailout takes effect.

As a result of the bailout, concessionaires are entitled to a compensation that must take in consideration the net book value on the bailout date of the regulated assets, net of grants, the amount of existing credits, as well as, the amount of future non realized profits, considering the remaining number of years until the term of the concession.

On the other hand, during the 2020 financial year, Mamaland (formerly known as Empresa Agrícola e Florestal) was renewed the right of surface and to exploit for 60 years a plot of land located in Cabinda, with an area of about 16,000 hectares, intended for the agroforestry business. That right has been provisionally granted for 5 years, becoming effective if certain conditions are met. In addition, that right may be renewable for another 60 years, provided that none of the parties terminates it one year before the date of expiration, when it will revert to the State of Angola. In this business, the risk of demand is fully assumed by Mamaland.

Additionally, in September 2018, it was awarded to Ecoeburnie a concession for the collection and treatment of urban waste in Abidjan, in Ivory Coast, during a period of 7 years. In this concession, the remuneration of Ecoeburnie is indexed to the quantities of waste collected and treated, which exposes it to the risk of demand. At the end of the concession, the assets assigned to it will revert to the Concession owner in exchange of the receipt of their net book value.

Also in Ivory Coast, and related to the concession described above, it was awarded to Clean Eburnie a concession to operate a landfill for a period of 7 years. In this concession, the remuneration of Clean Eburnie consists of two stakes: (i) an unconditional fixed rent independent of the amount of waste deposited in the landfill (and which was treated according to the financial asset model -see Note 23); and (ii) a variable rent based on the amount of waste deposited at the landfill (which was treated according to the intangible asset model). At the end of the concession, the assets assigned to it will revert to the Concession owner.

Similarly, in the financial year ended 31 December 2022, the Group started the construction work at the Tultepec Concessionaire and Azpau Entertainment. These concessions, of motorways and an amusement park, are located in Mexico, and have a duration of 30 and 20 years, respectively, and the risk of demand in both belongs to the Group. At the end of the concessions, the assets will revert to the Grantor.

Finally, in 2010, Mozambique State granted to Estradas do Zambeze the concession to operate two bridges and some roads for a period of 30 years. In this concession, the remuneration of Estradas do Zambeze consisted in the receipt of a guaranteed minimum net amount that would allow it to, at least, cope with the debt service, the operating and maintenance costs of the conceded assets, as well as, the major repairs to be carried out in the future on such assets. However, in April 2015, as a result of the contestation from local economic agents, the tolls on some of those infrastructures were suspended by the Mozambican Government, and after that date, and until the conclusion of the ongoing renegotiation process of the concession, Estradas do Zambeze is, under the provisions of the concession contract, receiving in full the tolls charged on the remaining infrastructure. Thus, and until the new concession model is clarified, Estradas do Zambeze is recognizing its operation right as an intangible asset to the extent that, in this period, Estradas do Zambeze is supporting the demand risk.

As of 31 December 2023 and 2022, the most significant amounts included in the caption "Assets in progress" regard to the following projects:

Description 2023 2022
Analysis and development of Jorge Luque project (Generadora Fenix) 81,762 82,120
Slaughterhouse Exploration (Oriental Hub) 9,571 -
Construction of denox system in treatment center (Valorsul) 1,276 -
Construction at the Seixal landfill for biological treatment (Amarsul) 1,118 -
Transition of the mechanical treatment facility in Palmela to biological
treatment (Amarsul)
- 6,531
Civil construction works to adapt to the reception of biowaste (Ersuc) - 1,982
Sealing of the Vila Fria landfill - 2nd Phase (Resulima) - 1,191
Other ongoing investments made by companies of the Subgroup EGF 14,516 15,827
108,244 107,651

As of 31 December 2023 and 2022, in what concerns the assets included in the caption "Concessions operation rights", these cannot be traded without the previous approval of the Concession owner and of the Regulator (in the case of the companies of EGF Subgroup). On the other hand, as of 31 December 2023 there were commitments linked with the execution of future investments in the amount of circa of 77,000 thousand euros (173,000 thousand euros on 31 December 2022).

As of 31 December 2023 and 2022, there were approximately 46,600 thousand euros and 33,450 thousand euros, respectively, of intangible assets whose assets were pledged as collateral to the respective creditors.

The assessment over the existence of impairment indicators in intangible assets and the preparation of the corresponding tests, if applicable, were performed on an annual basis as referred to in Note 1.4. e).

In order to assess the existence of impairment indicators in intangible assets, the following topics were considered by the Group:

  • − Physical / technical obsolescence of the asset;
  • − Asset / EBITDA ratio above a given parameter (according to the type and location of the asset);
  • − Changes in interest rates and in capital remuneration rates;
  • − Generation of negative cash flows; and
  • − Interruption / delay in the development / construction of the respective assets.

As of 31 December 2023 and 2022, the methods and the main assumptions used by the Group in the preparation of the impairment tests regarding the intangible assets which presented indicators of impairment were as follows:

Jorge Luque
Assumption 2023 2022
Method used Value in use Value in use
Basis used Forecasts Forecasts
Period used 20 years 21 years
Growth rate of sales 9.99% 11.04%
Discount rate used 13.29% 10.40%
Net amount of the asset 81,762 82,120

The Jorge Luque project, which is in the final phase of construction, corresponds to the construction of a combined cycle plant in Mexico with a maximum capacity of 110 MW (37 MW on a first stage), under a concession contract.

As of 31 December 2023 and 2022, if a discount rate higher in 0.5%, or a sales growth rate lower in 0.5%, or projected cashflows lower in 5% had been used, the results of the above-mentioned test would not lead to the recognition of any impairment losses.

Cocoa production Mamaland
Assumption 2023 2022
Metoth use Value in use Value in use
Basis used Forecasts Forecasts
Period used 11 years with perpetuity 11 years with perpetuity
Start of activity 2,026 2,026
Production at cruising speed 2,035 2,033
Average Cash flow / sales from 2023 81.40% 56.00%
Discount rate used: 14.42% 15.47%
Net amount of the asset 47,224 48,128

As referred above, Mamaland is dedicated to agricultural and forestry activities in Cabinda, having been decided in 2022, following a strategic analysis, to focus its activity on cocoa production (cocoa and cashew in 2021). For that decision, the following topics, among others, were considered: (i) cocoa has a lower demand risk; (ii) allow for longer periods of storage; and (iii) since it is a native crop is more sustainable to the surrounding ecosystem.

As of 31 December 2023 and 2022, if a discount rate higher in 0.5%, or a sales growth rate lower in 0.5%, or projected cashflows lower in 5% had been used, the results of the above-mentioned test would not lead to the recognition of any impairment losses.

2023
Assumption EGF Subgroup (a)
Method used Value in use
Basis used Forecasts
Period used 11 years (Remaining period of
the concessions)
Regulated average asset basis approved for 2024 379,195
Regulated average asset basis approved for 2022 - 2024 350,324
Regulated asset basis estimated for 2034 796,223
Average discount rate used in the period 2024 - 2034 5.35%
Net amount of the CGU 377,105

(a) Net assets used in the waste treatment and recovery activity developed by the concessionaires of EGF Subgroup.

2022
Assumption EGF Subgroup (a)
Method used Value in use
Basis used Forecasts
Period used 12 years (Remaining period of
the concessions)
Regulated average asset basis approved for 2023 382,295
Regulated average asset basis approved for 2022 - 2024 362,752
Regulated asset basis estimated for 2034 348,696
Average discount rate used in the period 2023 - 2034 6.04%
Net amount of the CGU 307,312

(a) Net assets used in the waste treatment and recovery activity developed by the concessionaires of EGF Subgroup.

As of 31 December 2023, the increase, compared to the previous period, in the estimated average regulated asset base in 2034 was essentially due to the need to meet the targets set in PERSU2030, which will require a much higher level of investment than in previous regulatory periods.

As of 31 December 2023 and 2022, if a discount rate higher in 0.25% or a regulated average asset basis (RAB) lower in 5% had been used, the results of the above-mentioned tests would not lead to the recognition of impairment losses.

In the year ended 31 December 2022, within the scope of existing mechanisms for adapting estimated tariffs to the real ones, the Regulator (ERSAR) accepted the following corrections to the tariffs invoiced by the EGF concessionaires:

Correction of the tariff adjustment of 2021 in an amount of, approximately, 8,600 thousand euros, determined in accordance with the provisions of article 37 of the Tariff Regulation. It should be noted that the amount referred above includes an adjustment associated with the effects caused by the Covid-19 pandemic, amounting to approximately 1,400 thousand euros and an adjustment associated with multi-year maintenance around 5,300 thousand euros.

In the year ended 31 December 2023, due to the fact that there are still doubts about the investment values approved for the regulatory period from 2022 to 2024, ERSAR did not comment on the 2022 regulated accounts of the concessionaire companies of the EGF subgroup, and therefore no tariff adjustments were calculated in the 2023 financial year.

16. Tangible assets

The information regarding the net book value of tangible assets by operating segment as of 31 December 2023 and 2022, can be analysed as follows:

Europe - E&C Environment Africa - E&C Latin America
- E&C
Capital Next Others,
eliminations
and
intragroup
Mota-Engil
Group
2023
Land and buildings -
assigned to quarries
exploration
17,755 - - - - - - 17,755
Land and buildings -
to own use
50,779 19,400 114,218 26,336 6,286 28,218 102 245,339
Heavy equipment
used in the
Engineering and
Construction
15,166 - 201,810 27,219 - - 23 244,217
business
Equipment - others
7,777 16,863 31,200 34,643 3,503 426 163 94,575
Tangible assets
under construction
15,646 1,385 131,706 9,139 4,052 2,283 17 164,228
Other tangible
assets
89 239 47,515 4,616 20,451 - - 72,911
107,212 37,888 526,449 101,953 34,292 30,927 305 839,025
2022
Land and buildings -
assigned to quarries
exploration
23,616 - - - - - - 23,616
Land and buildings -
to own use
51,272 18,396 94,803 19,935 5,184 28,005 125 217,719
Heavy equipment
used in the
Engineering and
Construction
14,261 - 129,726 42,988 - - - 186,975
business
Equipment - others
11,452 18,251 25,470 13,491 2,403 64 169 71,301
Tangible assets
under construction
18,643 2,537 75,696 1,194 2,423 1,027 6,928 108,448
Other tangible
assets
967 255 7,807 4,011 12,841 - - 25,882
120,212 39,440 333,503 81,619 22,852 29,096 7,222 633,942
Land and
buildings -
assigned to
quarries
exploration
Land and
buildings - to
own use
Heavy
equipment
used in the
Engineering
and
Construction
business
Equipment -
others
Tangible
assets under
construction
Other
tangible
assets
Total
2023
Opening balance 63,178 320,539 1,097,175 412,883 106,513 47,816 2,048,105
Increases 42 14,514 97,824 78,885 105,591 53,859 350,716
Disposals (132) (267) (52,444) (9,953) (2,027) (327) (65,150)
Write-offs - (1,729) (4,664) (8,065) (1,015) (870) (16,342)
Revaluations - 65,175 35,306 - - - 100,481
Exchange rate differences 679 (58,756) (227,569) (27,339) (11,836) (1,623) (326,446)
Changes in perimeter (9,308) (18,473) (16,553) (58,156) 311 (340) (102,518)
Transfers and other
movements
(545) 4,855 40,426 25,676 (35,246) (2,495) 32,671
53,914 325,858 969,503 413,931 162,293 96,020 2,021,518
Land and
buildings -
assigned to
quarries
exploration
Land and
buildings - to
own use
Heavy
equipment
used in the
Engineering
and
Construction
business
Equipment -
others
Tangible
assets under
construction
Other
tangible
assets
Total
2022
Opening balance 51,785 264,521 437,634 425,967 68,966 30,833 1,279,705
Increases 649 5,095 44,292 58,993 90,945 10,996 210,971
Disposals - (186) (6,348) (12,958) (15) (625) (20,131)
Write-offs - (3,117) (8,201) (18,179) (27) (191) (29,716)
Revaluations - 3,390 423,540 259 - - 427,189
Exchange rate differences - 13,587 14,880 18,244 (1,399) 1,957 47,269
Changes in perimeter - (484) - (6,131) 470 381 (5,764)
Transfers and other
movements
10,745 37,733 191,378 (53,311) (52,427) 4,466 138,584

The information regarding the gross amount of tangible assets at 31 December 2023 and 2022 can be analysed as follows:

In the year ended 31 December 2023, the increases in tangible assets were mainly justified by investments in Côte d'Ivoire, South Africa and Senegal associated with the provision of medium and long-term industrial engineering services, as well as investments in Nigeria, Mexico, Guinea and Angola in the engineering and construction segment.

In the year ended 31 December 2022, the increases occurred in tangible assets were justified, essentially, by the investments performed in South Africa, Mali and in Mozambique associated with the provision of medium and long-term engineering industrial services, and by the investments performed in Angola, Mexico and in Peru in the Engineering and Construction segment.

In the years ended December 31, 2023 and 2022, the disposals of tangible assets were essentially justified by the Mozambique Branch of Mota-Engil Engenharia e Construção África (in 2023), Mota-Engil Railway (in 2023) and Empresa Construtora do Brasil (in 2023 and 2022).

In the years ended 31 December 2023 and 2022, the amounts included in the caption " evaluations" were originated, essentially, from the update of the revalued amount of a set of land and buildings of own use held by the Group in Angola and in Portugal and by the update of the revalued amount of the heavy equipment's used in the ngineering and Construction business.

In the year ended 31 December 2023, the exchange rate differences were justified by the devaluation of the Angolan kwanza and the Malawian kwacha.

In the year ended 31 December 2022, the exchange rate differences were justified, essentially, by the appreciation of the Angolan Kwanza, the Mozambican Metical and the Mexican Peso, as well as by the depreciation of the Malawian Kwacha.

In the year ended 31 December 2023, the amount entered under the heading "Changes in perimeter" was mainly due to the reclassification of the tangible assets of Mota-Engil Central Europe Poland and the Mexican concessionaire companies to "Noncurrent assets and liabilities held for sale" (Note 28).

In the financial years ended 31 December 2023 and 2022, the amount entered under the heading "Transfers and other movements" was mainly related to the transfer of certain equipment to/from the heading "Right of use assets" (Note 17).

The information regarding the accumulated depreciations and impairment losses of tangible assets and their respective net amounts as of 31 December 2023 and 2022, can be analysed as follows:

Land and
buildings -
assigned to
quarries
exploration
Land and
buildings - to
own use
Heavy
equipment
used in the
Engineering
and
Construction
business
Equipment -
others
Tangible
assets under
construction
Other
tangible
assets
Total
2023
Opening balance (39,562) (102,820) (910,201) (341,581) 1,935 (21,934) (1,414,164)
Increases (Note 7) (894) (9,455) (86,165) (18,470) - (3,358) (118,342)
Impairment losses (Note 8) - (585) - - - - (585)
Disposals - 72 45,437 6,600 - 295 52,403
Write-offs - 1,126 4,216 5,383 - 818 11,543
Revaluations - (1,394) (155) - - - (1,549)
Changes in the perimeter 4,042 7,721 12,097 20,012 - (39) 43,833
Exchange rate differences (271) 24,710 215,518 22,405 - 395 262,757
Transfers and other
movements
526 108 (6,033) (13,704) - 713 (18,390)
(36,159) (80,519) (725,286) (319,355) 1,935 (23,109) (1,182,493)
Land and
buildings -
assigned to
quarries
exploration
Land and
buildings - to
own use
Heavy
equipment
used in the
Engineering
and
Construction
business
Equipment -
others
Tangible
assets under
construction
Other
tangible
assets
Total
2022
Opening balance (25,889) (92,067) (301,595) (365,645) - (17,428) (802,624)
Increases (Note 7) (921) (9,761) (50,710) (45,102) - (2,283) (108,778)
Impairment losses (Note 8) - 599 - - - - 599
Disposals - 64 1,670 12,791 - 620 15,145
Write-offs - 600 4,958 7,745 - 188 13,491
Revaluations - (26) (416,849) (308) - - (417,183)
Changes in the perimeter - 297 - 4,651 - - 4,948
Exchange rate differences - 1,679 (7,509) (13,408) - (1,128) (20,365)
Transfers and other
movements
(12,752) (4,205) (140,167) 57,696 1,935 (1,904) (99,398)
(39,562) (102,820) (910,201) (341,581) 1,935 (21,934) (1,414,164)
Net amount
2023 17,755 245,339 244,217 94,575 164,228 72,911 839,025
2022 23,616 217,719 186,975 71,301 108,448 25,882 633,942

As of 31 December 2023 and 2022, the most significant amounts included under the caption "Tangible assets under construction" refer to the following projects:

Description 2023 2022
Equipment related with mine exploitation (Mota-Engil Côte d 'Ivoire Mining) 39,185 13,392
Equipment related with mine exploitation (Mota-Engil Guiné Simandou) 26,149 -
Equipment related with mine exploitation (Mota-Engil Senegal ) 19,533 -
Miscellaneous equipments (MEECA - Mozambique Branch) 16,485 16,052
Miscellaneous equipment (ME Railway Engineering) 12,824 13,392
Dry Port Liwonde land (MEECA - Malawi Branch) 10,432 17,749
Miscellaneous equipments (Tarucani) 6,687 6,928
Biske Plaza land (ME Real Estate Hungary) 1,075 1,027
Equipment related with mine exploitation (ME Mali) - 15,444
132,371 83,985

The assessment over the existence of impairment indicators in tangible assets and the preparation of the corresponding tests, if applicable, were performed on an annual basis as referred to in Note 1.4.e).

In order to assess the existence of impairment indicators in tangible assets, the following topics were considered by the Group:

  • − Physical / technical obsolescence of the asset;
  • − Asset / EBITDA ratio above a given parameter (according to the type and location of the asset);
  • − Changes in interest rates and in return on capital rates;
  • − Generation of negative cash flows; and
  • − Interruption / delay in the development / construction of the respective assets.

The Group's land and buildings (real estate properties) for own use are recorded at fair value, having part of them been subject to revaluations in 2023 or in 2022. According to the Group's policy, this type of real estate properties must be subject to revaluation, at least, every three years.

The valuation of the land and buildings were carried out in accordance with one of the following methods, used according to the specific situation of each asset:

a) Market method

The criterion for market comparison is based on the value of transactions of similar real estate properties that can be compared to the property under examination obtained through market research in the area where the property is located.

b) Income method

This method consists in estimate the value of the property from the capitalisation of its net rent, discounted to the present moment, using the discounted cash flows method.

c) Cost method

The cost method consists in the determination of the replacement value of the property under analysis taking in consideration the construction cost of another property with similar functionalities deducted from the amount related to functional, physical and economic depreciation / obsolescence observed.

The majority of the appraisals performed were carried out by external and specialised entities, which, for the assets located in Portugal, are accredited by the Comissão dos Mercados dos Valores Mobiliários (CMVM).

Regarding the appraisals performed to the real estate properties located in Angola, those were also carried out by an independent and specialized entity, accredited by the Comissão de Mercado de Capitais de Angola that integrates an international group that provides that kind of services.

The most significant inputs used in the appraisals of the above referred real estate properties were as follows:

  • ꟷ Land cost per square meter;
  • ꟷ Construction cost per square meter;
  • ꟷ Sale price per square meter;
  • ꟷ Rent per square meter; and
  • ꟷ Capitalisation / discount rate.

The most relevant information regarding the appraisals performed in 2023 and 2022 to the main real estate properties held by the Group can be summarised as follows:

2023 Key assumptions
Property Company Valuation method Valuation
value
Rent per
square meter /
month
Discount rate Sale price per
square meter
Construction
cost per
square meter
Warehouse in
Angola
Mota-Engil Angola Comparative
method
26,839 n.a. n.a. 968.89 n.a.
Building in
Angola
Mota-Engil Angola
/ Angola branch -
MEECA
Comparative
method
18,115 n.a. n.a. 2,563.52 n.a.
Building in Lima Mota-Engil Peru Comparative
method
15,955 n.a. n.a. 2,000.93 n.a.
Shipyard in
Angola
Mota-Engil Angola Comparative
method
11,117 n.a. n.a. 903.80 n.a.
Factory in Angola Novicer Comparative
method
9,108 n.a. n.a. 586.37 n.a.
Shipyard in
Angola
Mota-Engil Angola Comparative
method
8,868 n.a. n.a. 1,335.01 n.a.
2022 Key assumptions
Property Company Valuation method Valuation
value
Rent per
square
meter /
month
Discount
rate
Sale price
per square
meter
Construction
cost per
square
meter
Building in Lima Mota-Engil Peru Income method 15,636 n.a. n.a. 1,960.88 n.a.
Building in Vilar do
Andorinho
Suma Replacement cost
method
2,850 n.a. n.a. n.a. 997.90
Building in Maia MERE PT Income method 2,314 2.97 6.7% n.a. n.a.

The sensitivity of the results of the valuations performed to the real estate properties above referred to the main key assumptions, namely to the discount rate, to the rent per square meter / month, to the sale price per square meter and to the construction cost per square meter, can be analysed as follows:

2023
Sensitivity to key assumptions
Property Company Valuation method Discount rate Rent
per square
meter / month
Sale price
per square
meter
Construction
cost
per square
meter
0.5% (0.5)% 5.0% (5.0)% 5.0% (5.0)% 5.0% (5.0)%
Warehouse in Angola Mota-Engil Angola Comparative method n.a. n.a. n.a. n.a. 1,342 (1,342) n.a n.a
Building in Angola Mota-Engil Angola /
Angola branch -
Comparative method n.a. n.a. n.a. n.a. 906 (906) n.a n.a
Building in Lima MEECA
Mota-Engil Peru
Comparative method n.a. n.a. n.a. n.a. 798 (798) n.a n.a
Shipyard in Angola Mota-Engil Angola Comparative method n.a. n.a. n.a. n.a. 556 (556) n.a n.a
Factory in Angola Novicer Comparative method n.a. n.a. n.a. n.a. 455 (455) n.a n.a
Shipyard in Angola Mota-Engil Angola Comparative method n.a. n.a. n.a. n.a. 443 (443) n.a n.a
2022 Sensitivity to key assumptions
Property Company Valuation method Discount rate Rent
per square
meter / month
Sale price
per square
meter
Construction
cost
per square
meter
0.5% (0.5)% 5.0% (5.0)% 5.0% (5.0)% 5.0% (5.0)%
Building in Lima Mota-Engil Peru Income method n.a. n.a. n.a. n.a. 782 (782) n.a n.a
Building in Vilar do
Andorinho
Suma Replacement cost method n.a. n.a. n.a. n.a. n.a. n.a. 111 (111)
Building in Maia MERE PT Income method (161) 187 116 (116) n.a. n.a. n.a. n.a.

If an increase occurs in the sale price per square meter, in the rent price per square meter / month or a decrease occurs in the capitalization / discount rate, the fair value of the real estate properties will increase. On the other hand, if a decrease occurs in the sale price per square meter, in the rent price per square meter / month or an increase occurs in the capitalization / discount rate, the fair value of the real estate properties will decrease.

Although the above-mentioned appraisals were carried out based on market data and transactions (essentially released by real estate agencies), their reduced liquidity and the different characteristics of each property do not allow to qualify the market as active. Thus, the determination of the fair value of the Group's real estate properties falls under the level 3 of IFRS 13.

Starting from 1 January 2021, a new class of tangible assets / right of use assets was created. To this new class were transferred the heavy equipment´s used for the Engineering and Construction business (concrete plants, pavers, excavators, dumpers, tractors, cranes, loaders, platforms, engines, and others) which, up to 31 December 2020, were recorded at the acquisition cost. In addition, starting from 1 January 2021, the Group adopted the revaluation model (revaluation amount deducted from accumulated depreciation) as the accounting policy for the subsequent measurement of this new class of tangible assets.

The fair value of the heavy equipment´s is determined individually, through the market comparative method or through the depreciation replacement cost method.

The comparative method consists in determining the market value of the equipment by consulting the prices practiced in transacted assets, with the same or similar characteristics and traded in the local and international market in the last six months. For that, several sources were consulted namely in the concrete, transports, cargo handling, pavements, ore, and construction sectors.

The depreciation replacement cost method consists in determining the value of replacing the equipment under analysis, taking into consideration the cost of acquiring another with similar functions, deducted from the amount of depreciation / functional, physical and economic obsolescence verified.

The most relevant inputs used in the appraisals of heavy equipment´s were as follows:

  • ꟷ Use and conservation state;
  • ꟷ Equipment usefulness in the national and international context;
  • ꟷ Year of manufacture and remaining useful life of the equipment;
  • ꟷ Acquisition year;
  • ꟷ Brand and model; and
  • ꟷ Revisions and inspection history.

The valuations performed to the heavy equipment´s were essentially based on the market comparative method and, although they were based in data and market transactions, their liquidity and the distinct characteristics of each equipment do not allow for the qualification of the market as active. Thus, the determination of the fair value of the Group´s heavy equipment´s falls under the level 3 of IFRS 13.

As of 31 December 2023 and 2022,the carrying amount which would have been recognised if the tangible assets of the Group had been recorded pursuant to the cost model, would be as follows:

Historical cost Revaluation Total
2023
Land and buildings - assigned to quarries exploration 17,755 - 17,755
Land and buildings - to own use 117,625 127,713 245,339
Heavy equipment used in the Engineering and
Construction business
176,836 67,381 244,217
Equipment - others 94,575 - 94,575
Tangible assets under construction 164,228 - 164,228
Other tangible assets 72,911 - 72,911
643,931 195,094 839,025
2022
Land and buildings - assigned to quarries exploration 23,616 - 23,616
Land and buildings - to own use 134,589 83,130 217,719
Heavy equipment used in the Engineering and
Construction business
141,325 45,650 186,975
Equipment - others 71,301 - 71,301
Tangible assets under construction 108,448 - 108,448
Other tangible assets 25,882 - 25,882
505,162 128,780 633,942

As of 31 December 2023 and 2022, the Group's main assets and liabilities assigned to quarries exploration are as follows:

2023 2022
Fixed assets:
Land under exploration 17,563 22,772
Buildings assigned to the operations 192 844
Equipments assigned to the operations 2,451 4,231
Inventory:
Ore stock 1,325 2,204
Accounts receivables and payables:
Accounts receivables 10,995 11,452
Accounts payables 6,399 7,209
26,127 34,293

As of 31 December 2023, some assets included under the caption of tangible assets were collateralizing loans obtained in the amount of approximately 55,000 thousand euros (21,000 thousand euros as of 31 December 2022).

17. Right of use assets and lease liabilities

As of 31 December 2023 and 2022, the detail of right of use assets was as follows:

Right of use assets 2023 2022
Land and buildings - to own use 9,440 17,400
Heavy equipment used in the Engineering and Construction business 174,934 141,071
Equipment - others 63,627 100,557
Assets in progress 8,146 42,615
Other tangible assets 199 267
256,346 301,909

As of 31 December 2023 and 2022, the detail of lease liabilities was as follows:

Lease liabilities 2023 2022
Current 160,256 141,236
Non-current 192,820 208,861
353,076 350,097

As of 31 December 2022 and 2021, there were circa of 203,900 thousand euros and 210,200 thousand euros, respectively, of right of use assets whose underlying assets have been given as a guarantee to the respective creditors.

In the years ended 31 December 2023 and 2022, the impact in the consolidated income statement arising from the lease contracts was as follows:

2023 2022
Depreciations of the year (Note 7):
Land and buildings - to own use 3,867 3,410
Heavy equipment used in the Engineering and Construction business 59,736 51,352
Equipment - others 32,117 40,616
Other tangible assets 18 41
95,738 95,418
Interest expenses (Note 9):
Interest expenses - right of use assets 26,745 18,786
26,745 18,786
Rents (Note 4):
Short-term, low-value rentals, variable or associated with contracts without
identifiable lease assets
219,070 122,188
219,070 122,188

In the year ended 31 December 2023, the increases occurred in the right of use assets amounted to, approximately, 106,000 thousand euros and the disposals / decreases amounted to approximately 3,000 thousand euros.

In the year ended 31 December 2022, the increases occurred in the right of use assets amounted to, approximately, 88,100 thousand euros and the disposals / decreases amounted to approximately 5,000 thousand euros.

On the other hand, in the years ended 31 December 2023 and 2022, the impact of the revaluation to fair value of the right of use assets associated with the heavy equipment´s used in the Engineering and Construction business amounted to 621 thousand euros and -492 thousand euros, respectively.

As of 31 December 2023 and 2022, the movement occurred in the lease liabilities was as follows:

2023 2022
Opening balance 350,097 333,515
Transactions with impact in cash-flow:
Amortisations and repayments of loans (193,561) (152,937)
(193,561) (152,937)
Transactions with no impact in cash-flow:
Exchange differences 738 5,967
Contracting of new operations 202,954 157,818
Transfers and changes in the perimeter (7,151) 5,734
Closing balance 353,077 350,097

18. Financial investments in associated companies

As of 31 December 2023 and 2022, the breakdown of the financial investments in associated companies was as follows:

2023 2022
Autopista Urbana Siervo de la Nación (Latin America - E&C segment) 26,622 13,226
APP Coatzacoalcos Villahermosa (Latin America - E&C segment) 22,510 16,157
Martifer (Others, eliminations and intragroup segment) 19,932 12,432
Consorcio Tren Ligero Línea 4 Guadalajara (Latin America - E&C segment) 17,744 -
Concesionaria Alternativas Viales (Latin America - E&C segment) 10,546 9,491
Concessionária Autopista Cardel Poza Rica (Latin America - E&C segment) - 38,097
Concessionária Autopista Tuxpan-Tampico (Latin America - E&C segment) - 16,474
APP Tamaulipas SAPI (Latin America - E&C segment) - 14,675
Others 17,971 12,218
115,325 132,770

As of 31 December 2023 and 2022, the book value of the main financial investments in associated companies can be detailed as follows:

2023 Equity of the
associated
company
before other
equity
instruments (*)
Other equity
instruments
(*)
Equity of the
associated
company
% effective % direct Share of the
equity of the
associated
company
Consolidation
adjustments
Goodwill Other
equity
instruments
held by the
Group (*)
Book value
Autopista Urbana Siervo
de la Nación (Latin
America segment - E&C)
55,139 - 55,139 15% 30% 16,287 (25) 10,360 - 26,622
APP Coatzacoalcos
Villahermosa (Latin
America segment - E&C)
59,236 - 59,236 19% 38% 22,510 - - - 22,510
Martifer (Others,
eliminations and
intragroup segment)
53,152 - 53,152 38% 38% 19,932 - - - 19,932
Consorcio Tren Ligero
Línea 4 Guadalajara
(Latin America segment -
E&C)
34,792 - 34,792 26% 51% 17,744 - - - 17,744
Concessionária Autopista
Tuxpan-Tampico (Latin
America segment - E&C)
23,102 - 23,102 46% 46% 10,546 - - - 10,546

(*) Excluding supplementary or additional capital contributions and considering the percentage held by the Group.

2022 Equity of the
associated
company
before other
equity
instruments
(*)
Other equity
instruments
(*)
Equity of the
associated
company
% effective Share of
the equity
of the
associated
company
Consolidation
adjustments
Goodwill Other
equity
instruments
held by the
Group (*)
Book value
Concessionária Autopista Cardel Poza Rica (Latin
America - E&C segment)
(32,795) 87,571 54,776 29% (9,422) (1,852) - 49,371 38,097
Concessionária Autopista Tuxpan-Tampico (Latin
America segment - E&C)
(41,123) 58,894 17,771 26% (10,632) (2,614) - 29,720 16,474
APP Coatzacoalcos Villahermosa (Latin America
segment - E&C)
41,460 - 41,460 19% 8,035 7,971 152 - 16,157
APP Tamaulipas SAPI (Latin America segment - E&C) 15,073 15,986 31,059 24% 3,613 3,548 - 7,514 14,675
Autopista Urbana Siervo de la Nación (Latin America
segment - E&C)
10,861 0 10,861 15% 1,636 1,518 10,071 - 13,226
Martifer (Others, eliminations and intragroup
segment)
33,152 - 33,152 38% 12,432 - - - 12,432
Concesionaria Alternativas Viales (Latin America -
E&C segment)
20,790 - 20,790 46% 9,491 - - - 9,491

(*) excluding supplementary or capital contributions and considering the percentage held by the Group.

In the years ended 31 December 2023 and 2022, the movement occurred in financial investments in associated companies was as follows:

2023 Opening
balance
Effect on profit
and loss
Effect on
reserves (1)
Transfers and
changes in the
perimeter
Other
increases and
decreases
Closing
balance
Autopista Urbana Siervo de la Nación
(Latin America - E&C segment)
13,226 (4,280) 17,676 - - 26,622
APP Coatzacoalcos Villahermosa (Latin
America - E&C segment)
16,157 2,621 3,732 - - 22,510
Martifer (Others, eliminations and
intragroup segment)
12,432 7,500 - - - 19,932
Consorcio Tren Ligero Línea 4 Guadalajara
(Latin America - E&C segment)
- 1,690 - - 16,054 17,744
Concesionaria Alternativas Viales (Latin
America - E&C segment)
9,491 (1,029) 2,084 - - 10,546
Concessionária Autopista Cardel Poza Rica
(Latin America - E&C segment)
38,097 - 2,784 (40,881) - -
Concessionária Autopista Tuxpan-Tampico
(Latin America - E&C segment)
16,474 - 2,587 (22,940) 3,879 -
APP Tamaulipas SAPI (Latin America - E&C
segment)
14,675 (326) 3,479 (17,828) - -
Others 12,218 3,708 831 663 551 17,971
132,770 9,884 33,173 (80,987) 20,485 115,325
2022 Opening
balance
Effect on profit
and loss
Effect on
reserves (1)
Transfers and
Other
changes in the
increases and
perimeter
decreases
Closing
balance
Concessionária Autopista Cardel Poza Rica
(Latin America - E&C segment)
36,799 (3,532) 4,303 - 527 38,097
Concessionária Autopista Tuxpan-Tampico
(Latin America - E&C segment)
16,768 (2,397) 2,103 - - 16,474
APP Coatzacoalcos Villahermosa (Latin
America - E&C segment)
13,659 582 1,916 - - 16,157
APP Tamaulipas SAPI (Latin America - E&C
segment)
12,466 906 1,303 - - 14,675
Autopista Urbana Siervo de la Nación
(Latin America - E&C segment)
31,699 (6,268) 3,185 - (15,390) 13,226
Martifer (Others, eliminations and
intragroup segment)
6,994 5,438 - - - 12,432
Concesionaria Alternativas Viales (Latin
America - E&C segment)
- 1,668 (4,061) 11,884 - 9,491
Mota-Engil Tourism BV and subsidiaries
(Latin America - E&C segment)
41,076 15 251 (41,342) - -
Concesionaria Cua SAPI (Latin America -
E&C segment)
19,510 - 2,007 (21,493) (24) -
Others 8,377 1,789 1,501 551 (0) 12,218
187,348 (1,799) 12,508 (50,401) (14,886) 132,770

(1) Includes essentially exchange rate variations and corrections made to the individual accounts of the subsidiaries after the date of approval and publication of the consolidated accounts.

In the year ended 31 December 2023, the main movements in the column "Transfers and changes in the perimeter" were essentially justified by the reclassification of the financial investments held in the Autopista Cardel Poza Rica Concessionaire, the Autopista Tuxpan-Tampico Concessionaire and the Tamaulipas SAPI APP to the caption "Non-current assets held for sale" (Note 28).

In the year ended December 31, 2023, the main movements in the column "Other increases and decreases" were justified by the realization and capital increase made in the subsidiary Consórcio Tren Ligero Linea 4 Guadalajara.

In the year ended 31 December 2022, the main movements occurred under the caption "Transfers and changes in the perimeter" were justified, essentially: (i) by the sale of the entire financial investment held in Mota-Engil Tourism BV and subsidiaries; (ii) the change in the consolidation method of Concesionaria Cua Sapi following its classification as a non-current asset available for sale; and (iii) the consolidation of Concesionaria Alternativa Vialles, which, until 31 December 2021, was recorded under the caption "Other financial investments recorded at fair value through other comprehensive income".

n the year ended 1 December , the main movements occurred under the caption "Other increases and decreases" were justified, mainly, by the sale and subsequent acquisition of 20% and 17.2%, respectively, of Autopista Urbana Siervo de la Nacion.

As of 31 December 2023 and 2022, the summarised information regarding the main financial investments in associated companies, extracted from their separate financial statements, can be analysed as follows:

2023 % held Non
current
Current Non
current
Current Equity Sales and
services
Net profit
effective direct assets assets liabilities liabilities rendered
Autopista Urbana Siervo de la
Nación (Latin America - E&C
segment)
15% 30% 890,924 50,048 699,276 186,557 55,139 104,151 (13,808)
APP Coatzacoalcos Villahermosa
(Latin America - E&C segment)
19% 38% 81,393 50,882 68,777 4,261 59,236 14,122 7,334
Martifer (Others, eliminations and
intragroup segment)
38% 38% n/a n/a n/a n/a n/a n/a n/a
Consorcio Tren Ligero Línea 4
Guadalajara (Latin America - E&C
segment)
26% 51% 107,461 224,723 190,371 107,022 34,792 101,408 3,313
Concesionaria Alternativas Viales
(Latin America - E&C segment)
46% 46% 51,182 520 27,906 693 23,102 - (2,254)
2022 % held Non
current
assets
Current
assets
Non
current
liabilities
Current
liabilities
Equity Sales and
services
rendered
Net profit
Concessionária Autopista Cardel Poza
Rica (Latin America - E&C segment)
29% 355,398 35,565 250 335,936 54,776 36,731 (15,658)
Concessionária Autopista Tuxpan
Tampico (Latin America - E&C
segment)
26% 280,481 49,422 - 312,132 17,771 32,163 (9,272)
APP Coatzacoalcos Villahermosa
(Latin America - E&C segment)
19% 68,305 44,127 68,475 2,497 41,460 19,320 3,863
APP Tamaulipas SAPI (Latin America -
E&C segment)
24% 75,872 34,751 7,454 72,110 31,059 20,693 3,782
Autopista Urbana Siervo de la Nación
(Latin America - E&C segment)
15% 676,407 44,892 99,383 611,054 10,861 15,653 (67,186)
Martifer (Others, eliminations and
intragroup segment)
38% n/a n/a n/a n/a n/a n/a n/a
Concesionaria Alternativas Viales
(Latin America - E&C segment)
46% 138,156 45,637 132,672 30,331 20,790 49,858 (186)

In the year ended 31 December 2015, the Group and a Mexican entity entered into an agreement for the disposal of two motorways concessionaires in Mexico (Concessionária Autopista Cardel – Poza Rica and Concessionária Autopista Tuxpan Tampico). Following that agreement, and its later amendments, the Group granted a call option to the counterparty that could be exercised 12 and 18 months after the opening of the respective motorways and the latter attributed to the Group a put option over those investments to be exercised in a two-year period after the date on which its call options expire. In addition, to date, the above-mentioned call options have been exercised by the counterparty, and the transactions are now expected to be completed during the first months of 2024, after their assessment and approval by the local Competition Authority. In this way, the Group will dispose of its financial holdings at their acquisition cost plus a variable remuneration depending on the time between the date of conclusion of the abovementioned agreement and the date of disposal of the respective shareholdings.

Furthermore, as of 31 December 2023 and 2022, the Group recorded under the caption "Advances on sales of financial investments", circa of 94,400 thousand euros and 78,200 thousand euros, respectively, associated with the transactions above referred (Note 33).

As of 31 December 2023 and 2022, the summarised information regarding the "Agrupamentos Complementares de mpresas – AC " in which the Group holds a financial interest, and in which it applies the equity method, extracted from their separate financial statements, can be analysed as follows:

2023 Country % held Non
current
assets
Current
assets
Non
current
liabilities
Current
liabilities
Equity Sales and
services
rendered
Net profit
METRO SANTOS SODRÉ, ACE Portugal 70% 1,885 7,786 22 9,649 - 29,196 -
MESOFER, ACE Portugal 37% 539 1,921 522 1,937 - 19,434 -
2022 Country % held Non
current
assets
Current
assets
Non
current
liabilities
Current
liabilities
Equity Sales and
services
rendered
Net profit
MESOFER, ACE Portugal 37% 11 4,534 - 4,546 - 18,365 -
METRO SANTOS SODRÉ, ACE Portugal 70% 595 10,695 - 11,290 - 11,747 -
EXPI, ACE Portugal 37% - 411 45 754 (388) 302 230
SOMAGUE/MOTA-ENGIL - COTA 500, ACE Portugal 36% 156 875 176 625 230 256 230

As of 31 December 2023 and 2022, there are no commitments, contingent liabilities (except the one referred in Note 40) and material restrictions regarding the distribution of funds by the companies / entities mentioned above.

The list of ACE in which the Group holds financial interests is exhibited in Appendix A to these Notes.

19. Financial investments in joint ventures

As of 31 December 2023 and 2022, the breakdown of the financial investments in joint ventures was as follows:

2023 2022
Lineas Group (Capital segment) 78,626 86,140
Lobito Atlantic Holding (Africa - E&C segment) 49,946 -
Concesionaria Cua e Vías Y Construciones (Latin America - E&C segment) 28,716 -
Sistemas Electricos Metropolitanos (Latin America - E&C segment) 20,959 23,345
Consorcio Línea Panama Norte (Latin America - E&C segment) 6,091 2,656
Others 6,055 7,325
190,394 119,465

In the years ended 31 December 2023 and 2022, the detail of financial investments in joint ventures was as follows:

2023 Opening
balance
Effect on
profit and
loss
Effect on
reserves (1)
Transfers and
changes in the
perimeter
Other
increases
and
decreases
Closing
balance
Lineas Group (Capital segment) 86,140 7,522 (15,035) - - 78,626
Lobito Atlantic Holding (Africa - E&C
segment)
- (78) 24 - 50,000 49,946
Concesionaria Cua e Vías Y Construciones
(Latin America - E&C segment)
- 0 - 28,716 - 28,716
Sistemas Electricos Metropolitanos (Latin
America - E&C segment)
23,345 (4,777) 2,392 - - 20,959
Consorcio Línea Panama Norte (Latin
America - E&C segment)
2,656 1,925 1,510 - - 6,091
Others 7,325 931 - - - 6,055
119,465 5,523 (11,182) 26,587 50,000 190,394
2022 Opening
balance
Effect on
profit and
loss
Effect on
reserves (1)
Transfers
and changes
in the
perimeter
Other
increases
and
decreases
Closing
balance
Lineas Group (Capital segment) 71,687 (9,658) 24,111 - - 86,140
Sistemas Electricos Metropolitanos (Latin
America - E&C segment)
14,793 2,961 5,590 - - 23,345
Operadora Maritima Matamoros (Latin
America - E&C segment)
1,021 - 83 - 2,199 3,304
HL - Sociedade Gestora do Edifício (Capital
segment)
5,014 493 2,996 (8,503) - -
Others 1,610 2,527 (755) 3,664 (369) 6,677
94,126 (3,679) 32,026 (4,839) 1,830 119,465

(1) Includes essentially exchange differences and changes in the fair value of derivative financial instruments

As of 31 December 2023 and 2022, the Lineas Group was engaged in the management of infrastructure concessions in Portugal and in Brazil, while Sistemas Electricos Metropolitanos was engaged in the operation of a landfill in Mexico City. On the other hand, on 31 December 2023, Lobito Atlantic Holding was engaged in the management of a railway concession connecting Angola to some neighbouring countries.

In the year ended 31 December 2023, the movements in the column "Other increases and decreases" were essentially justified by increases in equity (supplementary payments) in the subsidiary Lobito Atlantic Holding, so that it could pay part of the cost associated with the award of the above-mentioned concession to the Grantor.

In the year ended December 31, 2023, the movements in the "Effect on reserves" column in the Lineas Group were, essentially, justified by the distribution of dividends to Mota-Engil Concessões.

In the year ended December 31, 2023, the movements that occurred in the column "Transfers and changes in the perimeter" were essentially justified by the partial sale with loss of control of Concesionaria Cua and subsequent consideration of half of that investment as a non-current asset available for sale. Until 31 December 2022, the entirety of that investment was recorded under the heading "Non-current assets held for sale" (Note 28).

In the year ended 31 December of 2022, the "Effect on reserves" in Lineas Group was justified, essentially, by the appreciation of the derivative of cash flow hedge held by Douro Interior.

In the year ended 31 December 2022, the Group fully sold its financial investment in HL – Sociedade Gestora do Edifício, generating a capital gain of 635 thousand euros.

As of 31 December 2023 and 2022, the summarised information regarding the main financial investments in joint ventures, extracted from their separate financial statements, can be analysed as follows:

2023 % held Current Non-current Current Sales and
effetive direct Non-current
assets
assets liabilities liabilities Equity services
rendered
Net profit
Lineas Group (Capital
segment)
60% 60% 617,125 136,286 525,587 96,781 131,044 7,840 12,536
Lobito Atlantic Holding
(Africa - E&C segment)
50% 50% 18 104,603 - 14,845 89,776 - (787)
Concesionaria Cua e Vías Y
Construciones (Latin
America - E&C segment)
51% 99% 135,370 48,611 133,942 15,979 34,060 63,125 (1,989)
Sistemas Electricos
Metropolitanos (Latin
America - E&C segment)
26% 50% 164,191 49,539 108,297 67,343 38,089 115,246 (9,277)
Consorcio Línea Panama
Norte (Latin America - E&C
segment)
50% 50% - - 1,109 25,890 9,033 63,849 3,850
2022 % held Non-current
assets
Current
assets
Non-current
liabilities
Current
liabilities
Equity Sales and
services
rendered
Net profit
Lineas Group (Capital segment) 60% 920,378 191,376 696,037 272,150 143,567 101,113 (16,097)
Sistemas Electricos
Metropolitanos (Latin America -
E&C segment)
26% 148,659 58,119 27,621 136,482 42,675 136,234 12,059
Automatriz (Africa - E&C
segment)
26% - 4,419 - - 4,419 - -

Besides, in the years ended 31 December 2023 and 2022, the Group developed several joint operations with partners, namely through consortiums (Note 1.3. d), which are listed in Appendix A to these Notes.

At 31 December 2023 and 2022, the summarised information regarding the main joint operations carried out by the Group, integrated in the accompanying consolidated financial statements in the proportion of assets, liabilities, expenses and income that are contractually attributable to the Group, extracted from their separate financial statements, was as follows:

2023 Country % held Non
current
assets
Current
assets
Non
current
liabilities
Current
liabilities
Equity Sales and
services
rendered
Net profit
Consorcio Ibague-Honda
Cambao-Manizales
Colombia 46% 1,793 8,919 - 10,712 - 26,682 14,908
Consorcio MEP-PTP Peru 50% 585 7,997 267 8,299 16 3,250 16
Consorcio Vial Jaylli Peru 50% - 29 - 4 25 1 17
2022 Country % held Non
current
assets
Current
assets
Non
current
liabilities
Current
liabilities
Equity Sales and
services
rendered
Net profit
Consorcio Ibague-Honda
Cambao-Manizales
Colombia 46% 5,885 8,094 - 13,979 - 35,900 24,158
Consorcio Mota-Engil
Dominicana SAS/IEMCA
Dominican
Republic
42% - 479 - 779 (299) 1,530 23
Consorcio Puentes de Loreto Peru 34% 138 1,874 - 786 1,227 1,197 (2,159)
Consorcio Conservacion Vial
Santa Rosa
Peru 50% 130 142 - (5) 277 8 (72)

As of 31 December 2023 and 2022, there were no commitments, contingent liabilities and material restrictions regarding the distribution of funds by the companies / entities mentioned above.

20. Other financial investments

At 31 December 2023 and 2022, the breakdown of other financial investments was as follows:

2023 2022
Other financial investments recorded at amortised cost
Non-current
Ivory Coast sovereign bons 24,728 -
Mozambique sovereign bons 19,604 17,932
Angolan sovereign bonds - 75,481
44,332 93,413
Current
Angolan sovereign bonds 74,846 31,071
Ivory Coast sovereign bons 4,121 -
Mozambique sovereign bons 311 1,333
79,279 32,404
123,610 125,817
Other financial investments recorded at fair value through other
comprehensive income
BAI-Banco Angolano de Investimentos 35,031 40,000
Desarrolladora Multimodal Istmo 10,716 -
Fundo de Investimento Invesurb 5,837 2,424
STI 5,071 5,245
Autopista Urbano Tramo Oriente 4,197 3,768
Auto - Sueco Angola 2,044 2,724
Others 10,733 9,041
73,629 63,201

Other financial investments recorded at amortised cost

As of 31 December 2023 and 2022, the Angolan, Mozambican and Ivory Coast sovereign bonds, held under a business model whose purpose is holding financial assets in order to collect its contractual cash flows, as well as, to ensure protection for the exchange risk and allow an adequate treasury management in local currency, exhibited the following characteristics:

Maturity according to the nominal value
2023 Amount
(Nominal value)
Interest rate 1 year 1 - 3 years > 3 years
Angolan sovereign bonds in USD 76,471 5% 76,471 - -
Mozambican sovereign bonds in Metical 25,272 variable 1,681 10,098 13,493
Ivory Coast sovereign bonds in FCA 28,849 3% 4,121 12,364 12,364
130,592
Difference between nominal value and
amortised cost and accumulated
impairment losses (6,982) - -
Carrying amount 123,610
Maturity according to the nominal value
2022 Amount
(Nominal value)
Interest rate 1 year 1 - 3 years > 3 years
Angolan sovereign bonds in Kwanzas 14,636 16% - 16,25% 14,636 - -
Angolan sovereign bonds in Kwanzas
indexed to USD
17,183 variable 17,183 - -
Angolan sovereign bonds in USD 79,224 5% - 79,224 -
Mozambican sovereign bonds in Metical 26,139 variable - 5,216 20,923
137,182 31,819 84,440 20,923
Difference between nominal value and
amortised cost and accumulated
impairment losses (11,365)
Carrying amount 125,817

As of 31 December 2023 and 2022, the Group held circa of 124 million euros and 126 million euros, respectively, of sovereign bonds of Angola, Mozambique and Ivory Coast (only in 2023), having these ones been given to the Group, and not acquired, in order to settle accounts receivable generated in the past with the construction and waste management services rendered to public entities in Angola, Mozambique and Ivory Coast. On the other hand, as of the present date, as a way of monitoring the credit risk of those bonds, the Group is monitoring the evolution of the credit rating of Angola (B- in 2023 and 2022), Mozambique (CCC + in 2023 and 2022) and Ivory Coast (BB- in 2023).

In addition, as mentioned above, the purpose of the Group in holding those bonds is, essentially, to ensure an effective coverage of the exchange risk in Angola (since part of those bonds are denominated in USD or indexed to the USD); to hold financial assets eligible to be used as collateral in funding obtained / to be obtained in Angola, and, therefore, to manage its liquidity and to obtain interests considering its attractive interest rates. Lastly, it is also important to highlight, that since the first receipt of bonds, in 2015, the interest and capital amortisations associated with those bonds were always settled timely and that, during the year of 2022, as a result of the offers received in the meantime and the decision to partially repay the bank debt held in Angola that was collateralized with those securities, the Group sold circa of 90 million euros of those titles (at values slightly above their book value) which, in case of need, can mitigate / overcome a potential liquidity gap. Nevertheless, the classification of these securities as held to maturity has not changed, since the future intention about their holding remains.

Other financial investments recorded at fair value through other comprehensive income

In previous years, the Group purchased a financial investment of 3% in BAI – Banco Angolano de Investimentos, S.A..

With reference to 31 December 2023 and 2022, following its listing on the stock exchange in June 2022, the Group began to determine the fair value of that financial investment through the market price available on BODIVA, adjusted, given the scarce number of transactions and the very significant dispersion of prices, by market multiples arising from transactions that took place in recent years in Angola and on the African continent (Price-to-Book Value and Price to Earnings), using 37 transactions that took place in markets with foreign capital restrictions (31 in the year of 2022). The price adjustment corresponded to the simple average of the two multiples previously mentioned, each of them being also determined by the simple average between the maximum and minimum values of the observed transactions.

As a result of the above calculations, the Group, in 2023 and 2022, reduced the fair value of the above-mentioned financial investment by, approximately, 5,000 thousand euros and increased it by, approximately, 3,700 thousand euros,respectively.

As of 31 December 2023, in case the average Price-to-Book Value and the Price to Earnings were higher or lower than 10%, the fair value of the financial investment in BAI would increase or decrease by 3,500 thousand euros (4,000 thousand euros at 31 December 2022), respectively.

Additionally, for the remaining financial assets included in this caption (essentially shares in non-listed companies), the Group's Board of Directors considered that its acquisition cost, less, when applicable, the respective impairment losses identified, corresponded to the best estimate of its fair value as of 31 December 2023 and 2022.

Moreover, as of 31 December 2023 and 2022, a portion of the above mentioned securities, in the amount of, approximately, 48,650 thousand euros and of 49,300 thousand euros, respectively, were used as collaterals to bank loans and bank guarantees obtained in Africa.

In the years ended 31 December 2023 and 2022 the movement occurred in other financial investments was as follows:

2023
At amortised cost At fair value
Balance at 1 January 2022 125,817 63,201
Increases 32,081 16,818
Reimbursements (25,498) -
Changes in fair value - (5,065)
Disposals (3,232) (1,459)
Exchange differences and others (5,557) 133
123,610 73,629
2022
At amortised cost At fair value
Balance at 1 January 2021 222,403 64,400
Increases 2,270
Reimbursements (41,890) -
Changes in fair value - 3,700
Disposals (90,303) -
Transfer - (7,048)
Exchange differences and others 33,337 2,056
125,817 63,201

In the year ended December 31, 2023, the Group received around 32,000 thousands euros of Ivorian government bonds as a way of settling accounts receivable that it held with public entities in that country.

In the year ended 31 December 2023, the increases in other financial investments at fair value were, mainly, related to the investment made in Desarrolladora Multimodal Istmo, which will develop a project for the construction and operation of industrial parks in Mexico.

In the year ended 31 December 2022, the Group sold approximately 90,000 thousand euros of Angolan sovereign bonds.

In the year ended 31 December 2022, the transfers occurred were justified, essentially, by the transfer of Concessionária Alternativas Vialles to the caption "Financial investments in associated companies".

In the years ended 31 December 2023 and 2022, the caption " xchange differences and others – At amortised cost", related, mainly, to exchange differences generated by the Angolan kwanza.

21. Investment properties

The information regarding the Group's investment properties as of 31 December 2023 and 2022 can be analysed as follows:

2023 2022
Mext 68,239 46,454
Africa - E&C 34,723 33,768
Latin America - E&C 19,232 19,459
Environment 2,924 3,102
Europe - E&C 510 510
Capital 174 178
125,802 103,471

In the years ended 31 December 2023 and 2022 the movement in investment properties caption can be analysed as follows :

2023 2022
Opening balance 103,471 112,412
Increases 70 3,646
Changes in fair value (Note 6) 39,676 (3,622)
Exchange differences (14,939) 6,071
Transfers and other movements (2,393) (15,036)
125,802 103,471

The changes in fair value that occurred in the years ended 31 December 2023 and 2022 were essentially justified by a property in Portugal (in 2023), as a result of the increase in construction capacity and the change in the real estate project to be developed in it, following the approval by the competent authorities, now focused solely on the infrastructure and allotment of the land, and by a plot of land in Angola (in 2023 and 2022). In relation to the latter, the change in fair value should be analysed together with the exchange differences caption.

The exchange differences generated in the year ended 31 December 2023 and 2022 arose, essentially, from the lands held by the Group in Peru and Angola.

In the year ended 31 December 2022, transfers and other movements were justified, essentially, by the change in the use given to the land of the subsidiary Logz, following the process of installing and operating a solar park on it, having it been reclassified to a tangible assets caption.

Investment properties, including those that are under construction, are recorded at its fair value, determined annually, with reference to the reporting date by independent and specialized appraisers.

The results generated by investment properties in the years ended 31 December 2023 and 2022 can be analysed as follows:

Assets value Rental income Gains / losses due to
changes in fair value
(Note 6)
Impairment losses
In Portugal
Building in Matosinhos 58,311 2,451 24,019 -
Building Mota Galiza 9,773 253 635 -
Others 3,253 - - -
71,337 2,704 24,654 -
Outside Portugal - -
Land in Luanda 28,564 - 14,283 -
Land in Peru 15,363 - (77) -
Others 10,538 - 815 -
54,465 - 15,021 -
Total 125,802 2,704 39,676 -
Assets value Rental income Gains / losses due to
changes in fair value
(Note 6)
Impairment losses
In Portugal
Building in Matosinhos 33,729 2,113 - -
Building Mota Galiza 9,291 245 216 -
Others 7,223 - - -
50,244 2,358 216 -
Outside Portugal
Land in Luanda 30,204 - (3,549) -
Land in Peru 15,439 - (437) -
Others 7,583 - 147 -
53,227 - (3,839) -
Total 103,471 2,358 (3,622) -

In the years ended 31 December 2023 and 2022, the investment property located in Matosinhos was collateralizing loans obtained in the amount of approximately 62,000 thousand euros and 14,500 thousand euros, respectively.

The appraisals of investment properties were carried out in accordance with one of the following methods, used according to the specific situation of each property:

a) Market method

This method is based on the value of transactions of similar real estate properties that can be compared to the property under examination obtained through market research in the area where the property is located.

b) Income method

This method consists on estimating the value of the property, from the capitalisation of its net rent, discounted to the present time, using the discounted cash flows method.

The appraisals performed to the aforementioned properties were carried out by independent and specialised entities that, as regards to the real estate properties located in Portugal, are accredited by the Comissão dos Mercados dos Valores Mobiliários (CMVM).

For the main investment properties held by the Group, its fair value was determined taking in consideration the following relevant inputs:

  • Vacancy rate;
  • Land cost per square meter;
  • Construction cost per square meter;
  • Sale price per square meter;
  • Rent per square meter; and
  • Capitalisation / discount rate.

The most relevant information regarding the appraisals performed in 2023 and 2022 to the main investment properties held by the Group can be summarised as follows:

2023
Key assumptions
Property Company Valuation
method
Valuation
value
Sale price
per square
meter
Rent
per square
meter / month
Construction cost
per square meter
Discount rate
Building in
Matosinhos
Emerge Discounted cash
flows
58,311 393.86 n.a. 72.63 11.0%
Land in Luanda Mota-Engil
Angola
Market method 28,564 208.74 n.a. n.a. n.a.
Land in Peru Promotora e
Inmobiliaria
Santa Clara
Market method 15,363 145.55 n.a. n.a. n.a.
Building in Mota
Galiza
Emerge Income method 9,773 n.a. 4.74 n.a. 7.0%
2022
Key assumptions
Property Company Valuation
method
Valuation
value
Sale price
per square
meter
Rent
per square
meter / month
Construction cost
per square meter
Discount rate
Building in
Matosinhos
Emerge Discounted cash
flows
33,729 1,622.68 n.a. 542.80 11.9%
Land in Luanda Mota-Engil
Angola
Market method 30,204 220.73 n.a. n.a. n.a.
Land in Peru Promotora e
Inmobiliaria
Santa Clara
Market method 15,439 146.27 n.a. n.a. n.a.
Building in Mota
Galiza
Emerge Income method 9,291 n.a. 4.54 n.a. 7.1%

The sensitivity of the results of the appraisals performed to the investment properties to the main key assumptions, namely to the discount rate, the sale price per square meter, the construction cost per square meter and the rents per square meter / month, was as follows (impact on the fair value of the real estate properties):

2023 Sensitivity to key assumptions
Property Company Valuation method Discount rate Sale price
per square
meter
Construction
cost
per square
meter
Rent
per square
meter / month
0.5% (0.5)% 5.0% (5.0)% 5.0% (5.0)% 5.0% (5.0)%
Building in Matosinhos Emerge Discounted cash flows (990) 1,011 3,597 (3,597) (681) 681 n.a. n.a.
Land in Luanda Mota-Engil Angola Market method n.a. n.a. 1,428 (1,428) n.a. n.a. n.a. n.a.
Land in Peru Promotora e inmobiliaria
Santa Clara
Market method n.a. n.a. 768 (768) n.a. n.a. n.a. n.a.
Building in Mota Galiza Emerge Income metoth (615) 709 n.a. n.a. n.a. n.a. 461 (461)
2022 Sensitivity to key assumptions
Property Company Valuation method Discount rate Sale price
per square
meter
Construction
cost
per square
meter
Rent
per square
meter / month
0.5% (0.5)% 5.0% (5.0)% 5.0% (5.0)% 5.0% (5.0)%
Building in Matosinhos Emerge Discounted cash flows (1,738) 1,830 8,224 (8,224) (6,403) 6,403 n.a. n.a.
Land in Luanda Mota-Engil Angola Market method n.a. n.a. 1,510 (1,510) n.a. n.a. n.a. n.a.
Land in Peru Promotora e inmobiliaria
Santa Clara
Market method n.a. n.a. 772 (772) n.a. n.a. n.a. n.a.
Building in Mota Galiza Emerge Income method (574) 660 n.a. n.a. n.a. n.a. 437 (437)

If an increase occurs in the sale price per square meter, in the rent per square meter / month or a decrease occurs in the capitalization / discount rate, the fair value of the investment properties will increase. On the other hand, if a decrease occurs in the sale price per square meter, in the rent per square meter/month or an increase occurs in the capitalization / discount rate, the fair value of the investment properties will decrease.

Although the above referred appraisals were carried out based on market data and transactions (essentially released by real estate agencies), their reduced liquidity and the different characteristics of each real estate property do not allow to qualify the market as active. Therefore, the determination of the fair value of the Group's investment properties falls under the level 3 of IFRS 13.

22. Inventories

The information regarding inventories as of 31 December 2023 and 2022 can be analysed as follows:

2023 2022
Gross amount:
Raw and subsidiary materials and consumables 276,576 214,182
Products and work in progress 97,356 94,484
Finished goods 12,574 10,270
Merchandise 74,996 76,517
Advances on purchases 85,366 154,170
546,868 549,622
Inventory adjustments:
Raw and subsidiary materials and consumables (3,059) (4,975)
Products and work in progress (1,093) (5,806)
Finished goods (2,338) (2,602)
Merchandise (7,486) (7,481)
(13,977) (20,865)
532,891 528,757

As of 31 December 2023 and 2022, the balance of the caption " aw and subsidiary materials and consumables" included, essentially, construction materials located in Ruanda (of, approximately, 26,700 thousand euros and 30,500 thousand euros, respectively), in Mozambique (about 21,300 thousand euros and 29,000 thousand euros, respectively), in Uganda (about 15,300 thousand euros and 8,700 thousand euros, respectively), in Mexico (of, approximately, 142,000 thousand euros and 52,000 thousand euros, respectively), in Portugal (of, approximately, 19,200 thousand euros and 20,200 thousand euros, respectively), and in Poland (of, approximately, 0 thousand euros and 9,600 thousand euros, respectively).

As of 31 December 2023 and 2022, the balance of the caption " roducts and work in progress" referred, essentially, to real estate projects under development in Poland (only in 2022), in Mexico (only in 2023) and in Portugal.

As of 31 December 2023 and 2022, the balance of the caption "Merchandise" referred, essentially, to real estate projects located in Portugal which destiny is their sale.

In the year ended 31 December 2023, the increase occurred in the caption "Advances on purchases" was mainly explained by Mota-Engil México.

As of 31 December 2023 and 2022, the inventories caption included, approximately, 164,000 thousand euros and 154,000 thousand euros, respectively, associated with real estate projects.

As of 31 December 2023 and 2022, the portion of inventories expected to be realized in a period higher than 12 months amounts to approximately 197,200 thousand euros and 221,000 thousand euros, respectively.

As of 31 December 2023 and 2022, there were some real estate properties recorded under the caption of inventories that were collateralizing loans obtained in the amount of, approximately, 12,000 thousand euros and 6,940 thousand euros, respectively.

In the years ended 31 December 2023 and 2022 the movement in the "Inventory adjustments" can be analysed as follows:

2023 2022
Opening balance 20,865 19,834
Increases (Note 8) 212 462
Decreases (Note 8) (10) (229)
Utilization (3,519) (1,416)
Transfers, exchange differences and changes in the perimeter (3,572) 2,215
13,977 20,865

In order to determine the net realizable value of the inventories, namely the real estate properties, the valuation methods used were the ones described in Note 16.

As of 31 December 2023 and 2022, the most relevant information regarding the appraisals performed to the main real estate properties (classified in inventories) held by the Group can be summarised as follows:

2023 Key assumptions
Property Company Valuation
method
Valuation
value
Construction
cost/
per square meter
Sale price
per square
meter
Rent
per square
meter/month
Discount rate
Real estate
project -
Portugal - I
Emerge Alverca Discounted
cash-flow
method
37,987 655.58 3,888.25 n.a. 12.0%
Real estate
project -
Portugal - II
Emerge Ajuda Discounted
cash-flow
method
4,036 1,093.92 4,869.33 n.a. 9.5%
2022 Key assumptions
Property Company Valuation
method
Valuation
value
Construction
cost/
per square meter
Sale price
per square
meter
Rent
per square
meter/month
Discount rate
Real estate
project -
Portugal - I
Emerge Discounted
cash-flow
method
38,095 646.21 3,821.36 n.a. 11.9%
Real estate
project -
Portugal - III
Emerge Aurora Discounted
cash-flow
method
20,744 1,088.99 4,997.83 n.a. 9.9%
Real estate
project - Poland
- VI
MECE
Poland
Discounted
cash-flow
method
15,738 n.a. 2,108.14 n.a. 10.5%
Real estate
project - Poland
- VII
MECE
Poland
Discounted
cash-flow
method
14,361 n.a. 1,818.72 n.a. 10.8%
Real estate
project - Poland
- I
MECE
Poland
Discounted
cash-flow
method
9,426 680.75 2,741.48 n.a. 10.0%
Real estate
project - Poland
- II
MECE
Poland
Discounted
cash-flow
method
7,659 662.44 2,756.11 n.a. 10.0%

The sensitivity of the results of the appraisals performed to the real estate properties above-mentioned to the main key assumptions, namely to the discount rate, the construction cost per square meter and the sale price per square meter was as follows (impact on the fair value of the real estate properties):

2023 Sensitivity to key assumptions
Property Company Valuation method Discount rate Construction cost
/ per square
meter
Sale price per
square meter /
month
0.5% (0.5)% 5.0% (5.0)% 5.0% (5.0)%
Real estate project - Portugal - I Emerge
Alverca
Discounted cash-flow method (1,991) 2,110 (3,397) 3,397 5,354 (5,354)
Real estate project - Portugal - II Emerge
Ajuda
Discounted cash-flow method (100) 102 (349) 349 565 (565)
2022 Sensitivity to key assumptions
Property Company Valuation method Discount rate Construction cost
/ per square
meter
Sale price per
square meter /
month
0.5% (0.5)% 5.0% (5.0)% 5.0% (5.0)%
Real estate project - Portugal - I Emerge Discounted cash-flow method (2,063) 2,189 (3,355) 3,355 5,368 (5,368)
Real estate project - Portugal - III Emerge Aurora Discounted cash-flow method (423) 433 (1,966) 1,966 2,837 (2,837)
Real estate project - Poland - VI MECE
Poland
Discounted cash-flow method (39) 39 n.a. n.a. 808 (808)
Real estate project - Poland - VII MECE
Poland
Discounted cash-flow method (94) 95 n.a. n.a. 773 (773)
Real estate project - Poland - I MECE
Poland
Discounted cash-flow method (134) 136 (404) 404 946 (946)
Real estate project - Poland - II MECE
Poland
Discounted cash-flow method (143) 145 (410) 410 846 (846)

23. Customers and other debtors

The information regarding customers and other debtors as of 31 December 2023 and 2022 can be analysed as follows:

Non-current Current
2023 2022 2023 2022
Customers, current account
Gross amount
Europe - E&C 7,485 4,868 138,416 151,394
Environment 17,523 26,371 149,121 191,448
Africa - E&C 13,752 7,874 580,120 568,757
Latin America - E&C - 18,100 384,717 289,632
Capital 874 875 24,238 22,749
Mext - - 1,273 990
Others, eliminations and intragroup 9,595 (318) (118,157) (99,901)
49,228 57,770 1,159,727 1,125,069
Accumulated impairment losses (14) (22) (199,968) (204,405)
49,214 57,748 959,759 920,664
Customers, notes receivables - - 92 14
Total customers 49,214 57,748 959,851 920,678
Associates and related companies
Gross amount 132,156 80,647 93,113 11,231
Accumulated impairment losses (1,853) (2,078) - -
130,303 78,569 93,113 11,231
Advances to suppliers - - 73,849 98,644
State and other public entities (except Corporate income tax) - - 67,265 93,507
Other debtors - Assets recorded at fair value through profit and loss 40,000 - - -
Other
Gross amount
Europe - E&C 2,204 2,158 253,103 213,884
Environment 56 3,226 65,486 17,037
Africa - E&C 41,330 24,263 250,580 212,552
Latin America - E&C 68,428 75,721 245,284 163,090
Capital 2,151 10,862 6,455 4,816
Mext - - 13,394 12,541
Others, eliminations and intragroup - 740 (360,141) (267,014)
114,169 116,970 474,160 356,906
Accumulated impairment losses (2,044) (2,158) (28,150) (27,015)
112,125 114,812 446,010 329,892
Other debtors 282,428 193,381 680,237 533,274
Total customers and other debtors 331,643 251,129 1,640,088 1,453,952

As of 31 December 2023 and 2022, the balance of the caption "Customers, current account - Gross amount - Environment" included, approximately, 27,400 thousand euros and 35,700 thousand euros, respectively (of which 17,400 thousand euros and 26,200 thousand euros classified as non-current, respectively), associated with a landfill exploration concession in Ivory Coast. This concession was granted by the State of Ivory Coast for a period of 7 years to Clean Eburnie, which has an unconditional right to receive a monthly rent in return for the construction of the referred landfill.

In the year ended December 31, 2023, the decrease in the item "Customers, current account – Gross amount – Environment" was, essentially, due to amounts received from Angolan public entities relating to a significant set of invoices issued in previous years, by Vista Waste.

In the year ended 31 December 2023, the increase in the caption "Customers, current account - Gross amount – Latin America – &C" was, essentially, due to the increase of activity during the year, namely in Mexico.

As of 31 December 2023 and 2022, the balance of the caption "Associates and related companies" referred, essentially, to loans granted to the Group associated companies located in Mexico.

As of 31 December 2023, the balance of the caption "Other debtors – Assets recorded at fair value through profit and loss – non-current" included approximately 40,000 million euros associated with a loan made to Duro Felguera, which, depending on the success of a capital increase that that entity would carry out, would be partially or fully returned or converted into ordinary shares. On 23 February 2024, following the completion of the above-mentioned capital increase, the entire amount indicated above was converted into ordinary shares representing 23.89% of the share capital of Duro Felguera.

As of 31 December 2023 and 2022, the balance of the caption "Other - Gross amount – Africa – E&C - Non-current" referred, essentially, to an account receivable from Mota - Engil Construction South Africa, which, following its disposal process in 2019, saw its reimbursement plan modified (5 equal annual instalments in South African Rands in an amount equivalent to 17 million euros at the exchange rate of 2019). Additionally, since that account receivable does not bear interests, the Group recorded in the year 2019 a loss of circa of 23,000 thousand euros to deal with the time value of money effect.

As of 31 December 2023, 11,300 thousand euros, from that account receivable, were classified as non-current (24,100 thousand euros as of 31 December 2022), and 11,600 thousand euros were classified as current (24,500 thousand euros as of 31 December 2022).

In the year ended 31 December 2023, the increase in the caption "Other – Gross amount - Africa – E&C - Current) was mainly due to the increase of activity during the year, namely in Angola, Guinea and Nigeria.

As of 31 December 2023 and 2022, the balance of the caption "Other - Gross amount - Latin America – E&C - Non-current" referred, essentially, to accounts receivable related with the disposal of the tourism business in Mexico, for which a reimbursement plan has been defined with semi-annual repayments over the next 5 years.

In the years ended 31 December 2023 and 2022, the movement occurred in the accumulated impairment losses of customers and other debtors can be analysed as follows:

2023 2022
Customers and other debtors:
Opening balance 235,678 230,258
Increases (Note 8) 46,550 10,543
Decreases (Nota 8) (25,792) (9,972)
Utilization (0) (120)
Transfers, exchange differences and changes in the perimeter (24,406) 4,969
232,029 235,678

As of 31 December 2023 and 2022, expected credit impairment losses were recorded for accounts receivables, which were determined taking in consideration a provision matrix based on the credit history of the debtors of the Group over the last five years, adjusted by specific factors attributable to the debtors, as well as, by the forecasted macroeconomic conditions for the future. Furthermore, on those dates, adjustments to accounts receivable were also recorded for impairment losses incurred when there was objective evidence that the Group would not collect the full amounts to which it was entitled pursuant to the original terms of the established contracts. The adjustments are determined considering the age of the accounts receivable, the risk profile of the debtor, as well as its economic-financial condition. On the other hand, for the accounts receivable whose expected time of collection exceeds one year, the Group proceeded to the financial discount of those balances to its present value (considering an additional term between one and two years to recover the credit) and discount rates E&C between 4.4% and 34.1% in the Africa – E&C segment (8% and 24% in the year of 2022).

The exposure of the Group to credit risk is attributable, mostly, to the accounts receivable generated by its operating activity.

It is the Group's Board of Directors belief that the amount at which those assets are recorded in the consolidated statement of financial position is similar to its fair value.

The information regarding contract assets by operating segment as of 31 December 2023 and 2022 can be analysed as follows:

2023 2022
Non-current Current Non-current Current
Africa - E&C - 327,941 - 321,731
Environment 8,838 35,846 - 24,059
Latin America - E&C 565 284,686 1,030 230,016
Capital 12,593 8,043 3,431 671
Europe - E&C - 31,962 678 23,054
Mext - 64 - -
Others, eliminations and intragroup - 2 - (9,862)
21,997 688,543 5,139 589,669

The movement in the years ended 31 December 2023 and 2022 in the contract assets and liabilities, can be analysed as follows:

Balance at 1 January 2023 (335,738)
Revenue recognized in the year associated with liabilities recorded in previous
years
904,927
Advances received in the year, net of revenue recognized in the same year (994,185)
Transfers to customers and other debtors (431,591)
Increases due to the accomplishment of new performance obligations not yet
invoiced
632,261
Changes to the estimates performed in previous years (70,906)
Exchange differences, changes in the perimeter and others (36,232)
Balance at 31 December 2023 (331,465)
Contract assets 710,540
Contract liabilities (Note 34) (1,042,004)
(331,465)
Balance at 1 January 2022 343,521
Revenue recognized in the year associated with liabilities recorded in previous
years
136,882
Advances received in the year, net of revenue recognized in the same year (712,793)
Transfers to customers and other debtors (563,458)
Increases due to the accomplishment of new performance obligations not yet
invoiced
402,618
Changes to the estimates performed in previous years 35,806
Exchange differences, changes in the perimeter and others 21,686
Balance at 31 December 2022 (335,738)
Contract assets 594,808
Contract liabilities (Note 34) (930,546)
(335,738)

In the year ended 31 December 2023, the changes to the estimates performed in previous years were justified, essentially, by Angola, as a result of some additional works agreed in ongoing projects with a lower margin than the original contracts.

In the year ended 31 December 2022, the changes to the estimates performed in previous years were justified, essentially, on the negative side, by the market of Brazil and, on the positive side, by the markets of Angola and Mexico.

25. Other assets

The information regarding other assets as of 31 December 2023 and 2022 can be analysed as follows:

Non-current Current
2023 2022 2023 2022
Accrued income
Interest receivable - - 14,406 4,890
Other accrued income - - 12,808 1,645
- - 27,213 6,535
Deferred costs
Insurance 433 629 26,814 33,859
Costs associated with the fulfillment of contracts with clients 28,995 10,778 50,417 13,418
Other deferred costs (Others) 18,843 29,335 44,524 25,261
48,271 40,742 121,755 72,538
48,271 40,742 148,969 79,073

As of 31 December 2023 and 2022, the caption "Costs associated with the fulfilment of a contracts with clients - Current" included, essentially, deferred costs associated with the mobilisation / demobilisation of equipment's and construction sites in ongoing engineering and construction projects being performed by the Group.

As of 31 December 2023 and 2022, the caption "Costs associated with the fulfilment of contracts with clients – Non-current" included, essentially, the amount incurred by the Group with the acquisition of 50%, in 2023 and previous years, of two phases, respectively, of an engineering and construction project.

As of 31 December 2023 and 2022, the caption "Other deferred costs (Others)" corresponded, essentially, to tariff deviations to recover, generated by EGF Subgroup concessionaires.

26. Corporate income tax

The information regarding the corporate income tax by operating segment as of 31 December 2023 and 2022 can be analysed as follows:

2023 2022
Africa - E&C 24,094 20,565
Latin America - E&C 12,945 10,565
Environment 5,370 5,936
Europe - E&C 9 926
Capital 1,068 864
Mext 9
Others, eliminations and intragroup - 165
43,496 39,021

27. Cash and other financial applications

The information regarding the captions "Cash and cash equivalents with recourse – Demand deposits" and "Other financial applications" as of 1 December 3 and 2022 can be analysed as follows:

Demand deposits Other financial applications Total
2023 2022 2023 2022 2023 2022
Other treasury applications 1,722 766 - - 1,722 766
Bank deposits and cash in hand
Bank deposits 497,309 600,044 177,258 78,577 674,566 678,621
Cash in hand 2,196 2,526 - - 2,196 2,526
501,227 603,336 177,258 78,577 678,485 681,913

The information regarding the caption "Cash and cash equivalents without recourse - Demand deposits" as of 1 December 2023 and 2022 can be analysed as follows:

0 0

Demand deposits
2023 2022
Bank deposits and cash in hand
Bank deposits 59,152 93,051
Cash in hand 17 317
59,168 93,368

The amounts of "Cash and cash equivalents without recourse - Demand deposits" are related, essentially, with the F Subgroup companies.

As of 31 December 2023 and 2022, in order to prepare the consolidated statement of cash flows, the balance of the caption "Cash and cash equivalents" presented the following breakdown:

Total
2023 2022
With recourse 501,227 603,336
Without recourse 59,168 93,368
560,396 696,705

As of 31 December 2023 and 2022, there were 177,258 thousand euros and 78,577 thousand euros, respectively, recorded under the caption of "Other financial applications" not immediately available since they have been given as a guarantee or are held captive under financing contracts established with third parties.

As of 31 December 2023 and 2022, the amounts included under the captions "Cash and cash equivalents with recourse – Demand deposits", "Cash and cash equivalents without recourse – Demand deposits "and "Other financial applications" presented the following geographic source:

2023 2022
Mexico 269,342 217,808
Portugal 197,995 182,972
Nigeria 115,393 183,576
Angola 50,234 44,096
Peru 24,702 43,130
Zimbabwe 20,487 21,527
Brazil 10,177 11,534
Ivory Coast 8,659 24,364
Mozambique 4,487 4,064
Netherlands 3,928 3,524
Poland 1,818 6,182
Others 30,431 32,504
737,653 775,282

28. Non-current assets and liabilities held for sale

The information regarding non-current assets and liabilities held for sale as of 31 December 2023 and 2022 can be analysed as follows:

2023 2022
restated
Assets associated to Mexican concessions (Latin America - E&C)
CMRO Nayarit 211,226 -
AZPAU Entretenimiento 123,902 -
Mota-Engil Aeropuertos 116,721 -
Concesionária Tultepec AIFA Pirámides 79,887 -
Concessionária Autopista Cardel 40,881 -
Vias y Comunicaciones e Concessionaria Cua 31,050 -
Concessionária Tuxpan Tampico 22,940 -
APP Tamaulipas 17,828 -
Assets associated with operations in Poland (Europe - E&C segment/Mext
segment) 176,727 -
Assets associated to Concessionária Cua (Latin America - E&C) - 109,150
Assets associated with the industrial waste business (Environment segment) 7 50,717
Others 5,632 7,389
Non-current assets held for sale 826,795 167,256
2023 2022
Liabilities associated to Mexican concessions (Latin America - E&C)
CMRO Nayarit 171,114 -
AZPAU Entretenimiento 7,123 -
Mota-Engil Aeropuertos 5,677 -
Concesionária Tultepec AIFA Pirámides 1,509 -
Liabilities associated with operations in Poland (Europe – E&C segment/Mext
segment) 123,383 -
Liabilities associated to Concessionária Cua (Latin America - E&C) - 52,177
Liabilities associated with the industrial waste business (Environment segment) - 21,060
Non-current liabilities held for sale 308,806 73,237

In the financial year ended 31 December 2023, following a reorganisation of its concession portfolio, Mota-Engil Group entered into an agreement with its business partner in Mexico whereby it undertook to partially divest (with loss of control) a set of financial interests it holds in Mexican concessionaire companies (Tultepec Concessionaire, Aifa Pirámides, CMRO Nayarit, Azpau Entretenimiento and Mota-Engil Aeropuertos) during the financial year 2024. Accordingly, the assets and liabilities of the abovementioned companies were reclassified on 31 December 2023 to these captions.

Also, in the financial year ended December 31, 2023, and as part of the aforementioned reorganisation, the Group partially sold (with loss of control), also to its business partner in Mexico, the Concessionária Cua and the vehicle that owned it (Vias y Comunicaciones).

In addition, in December 2023, the Mota-Engil Group entered into a promissory purchase and sale agreement, with a third party, on the construction and real estate development operations it had been developing in Poland, which is why it classified the assets and liabilities of the companies involved under these captions. This transaction is expected to close by the end of the first half of 2024.

Moreover, also in December 2023, Mota-Engil Group completed the sale of the industrial waste business, as well as the partial sale (with loss of control) of the Concessionária Cua (see Notes 11 and 42).

As of December 31, 2023, the aggregate breakdown of non-current assets and liabilities held for sale associated with the Mexican concessionaires, was as follows:

Mexican concessions 2023
Assets
Non-current
Intangible assets 147,641
Tangible assets 35,310
Financial Investments in associated companies 138,510
Customers and other debtors 148,268
Deferred tax assets 1,889
471,619
Current
Customers and other debtors 52,287
Contract assets 94,036
Other current assets 6,965
Cash and cash equivalents with recourse – Demand deposits 19,530
172,817
Total Assets 644,436
Liabilities
Non-current
Loans with recourse 167,541
Deferred tax liabilities 1,321
168,862
Current
Loans with recourse 1,480
Suppliers and sundry creditors 10,095
Other current liabilities 4,986
16,560
Total Liabilities 185,423

As of 31 December 2023, the aggregate breakdown of non-current assets and liabilities held for sale associated with the operations in Poland was as follows:

Operations in Poland 2023
Assets
Non-current
Goodwill 3,636
Intangible assets 632
Tangible assets 25,396
Right of use assets 21,410
Financial Investments in associated companies 315
Other non current assets 1,576
Deferred tax assets 12,514
65,478
Current
Inventories 62,326
Customers and other debtors 18,291
Contract assets 14,961
Other current assets 1,579
Cash and cash equivalents with recourse – Demand deposits 14,092
111,249
Total Assets 176,727
Liabilities
Non-current
Loans with recourse 777
Suppliers and sundry creditors 5,160
Provisions 8,186
Contract liabilities 1,306
Lease liabilities 9,864
Other non current liabilities 676
Deferred tax liabilities 1,187
27,157
Current
Loans with recourse 7,591
Suppliers and sundry creditors 32,250
Contract liabilities 17,292
Lease liabilities 3,810
Other financial liabilities 52
Other current liabilities 35,231
96,226
Total Liabilities 123,383

In the year ended December 31, 2023, the contribution of the Mexican concessionaires and the operations in Poland to the Group's consolidated income statement was as follows:

Mexican concessions 2023
Sales and services rendered 224,598
Cost of goods sold, mat. cons. and changes in production (271)
Third-party supplies and services (38,028)
Wages and salaries (1,082)
Other operating income / (expenses) (181,447)
Amortisations and depreciations (7)
Financial income and gains 11,337
Financial costs and losses (22,391)
Gains/(losses) on associated companies and joint ventures (166)
Income before taxes (7,457)
Income tax (186)
Net profit for the year (7,643)
Poland operations 2023
Sales and services rendered 199,680
Cost of goods sold, mat. cons. and changes in production (53,579)
Third-party supplies and services (110,188)
Wages and salaries (25,232)
Other operating income / (expenses) 7,104
Amortisations and depreciations (5,356)
Provisions and impairment losses (6,016)
Financial income and gains 885
Financial costs and losses (3,542)
Income before taxes 3,756
Income tax (1,186)
Net profit of the year 2,570

As of December 31, 2022, the breakdown of the non-current assets and liabilities held for sale associated with the Concessionária Cua and the industrial waste business, was as follows:

Concessionária Cua 2022
restated
Assets
Non-current
Intangible assets
86,348
Tangible assets 5
Right of use assets 514
Financial investments in associated companies 86,867
Current
Inventories 2,845
Customers and other debtors 6,006
Other current assets 7,327
Cash and cash equivalents with recourse – Demand deposits 6,105
22,283
Total Assets 109,150
Liabilities
Non-current
Suppliers and sundry creditors 3,666
Provisions 712
4,378
Current
Loans with recourse 36,464
Suppliers and sundry creditors 11,330
Other current liabilities 5
47,798
Total Liabilities 52,177
Industrial Waste 2022
Assets
Non-current
Goodwill 918
Intangible assets 29
Tangible assets 21,235
Right of use assets 2,770
Financial investments in associated companies 59
25,011
Current
Inventories 494
Customers and other debtors 8,704
Other current assets 456
Cash and cash equivalents with recurse – demand deposits 16,052
25,706
Total Assets 50,717
Liabilities
Non-current
Loans with recourse 417
Lease liabilities 1,317
Provisions 7,575
Deferred tax liabilities 152
9,461
Current
Loans with recourse 210
Lease liabilities 702
Suppliers and sundry creditors 7,711
Other current liabilities 2,976
11,600
Total Liabilities 21,060

In the year ended December 31, 2022, the contribution of the Concessionária Cua and the industrial waste business to the Group's consolidated income statement was as follows:

Concessionária Cua 2022
Sales and services rendered 30,451
Third-party supplies and services (4,032)
Wages and salaries (177)
Other operating income / (expenses) (22,429)
Amortisations and depreciations (2)
Financial income and gains 7,466
Financial costs and losses (11,609)
Income before taxes (333)
Income tax 100
Net profit of the year (233)
Industrial Waste 2022
Sales and services rendered 39 776
Cost of goods sold, mat. cons. and changes in production (9 618)
Third-party supplies and services (11 435)
Wages and salaries (5 984)
Other operating income / (expenses) (1 631)
Amortisations and depreciations (2 156)
Provisions and impairment losses (749)
Financial income and gains 177
Financial costs and losses (106)
Income before taxes 8 273
Income tax (1 946)
Net profit of the year 6 326

Lastly, in the year ended December 31, 2022, the Group completed the sale of its operations in Ireland and in the United Kingdom (February 2022), as well as of Takargo (June 2022) (Notes 11 and 42).

29. Share capital and reserves

Share capital

The share capital of Mota-Engil SGPS, as of 31 December 2023 and 2022, fully subscribed and paid up, amounted to 306,775,950 euros and was represented by 306,775,950 shares with a nominal value of 1 euro each.

In the years ended 31 December 2023 and 2022, Mota-Engil SGPS fulfilled the capital requirements set out in the Portuguese commercial law, namely the ones provided for in article 35 of the Portuguese Commercial Companies Code.

Own shares

In the years ended 31 December 2023 and 2022, the Group did not acquire nor dispose own shares.

As of 31 December 2023 and 2022 the Group held 6,091,581 own shares with an average cost per share of 1.68 euros amounting to a total of 10,232 thousand euros.

Share premiums

Share premiums correspond to premiums arising from the issuance or increases of share capital. Pursuant to the Portuguese commercial legislation, the amounts included under this caption follow the regime established for the "Legal reserves", that is, the amounts are not distributable, except in the event of liquidation, but they may be used to absorb losses after all other reserves have been depleted and for incorporation in the share capital.

Fair value reserve – Financial investments

The "Fair value reserve – Financial investments" reflects the changes in the fair value of financial assets recorded at fair value through other comprehensive income and cannot be distributed or used to absorb losses.

Fair value reserve – Fixed assets

The "Fair value reserve – Fixed assets" cannot be distributed to shareholders unless it has been fully amortised or if the respective revalued assets have been disposed of.

Fair value reserve – Derivatives

The "Fair value reserve – Derivatives" reflects the changes in the fair value of cash flow hedge derivative financial instruments which are considered effective and cannot be distributed to shareholders or used to absorb losses.

Currency translation reserve

The "Currency translation reserve" reflects the exchange differences arising from the translation of financial statements of affiliates expressed in a currency other than euro and cannot be distributed to shareholders or used to absorb losses.

In the year ended 31 December 2023, the movements in this caption were, mainly, due to the depreciation of the Angolan kwanza and the Malawi kwacha.

In the year ended 31 December 2022, the movements in this caption were due, essentially, to the appreciation of the Angolan Kwanza, of the Mozambican Metical, of the Mexican Peso, as well as the depreciation of the Malawian Kwacha and the Colombian Peso.

The effects of applying IAS 29 to Zimbabwe's operations (Note 46), as well as the accumulated exchange rate effect of applying this standard in previous years (Zimbabwe until 2019 and Angola until 2018) are not considered in this caption, but rather in the caption "Other reserves and retained earnings".

Legal reserves

The Portuguese commercial legislation establishes that at least 5% of the annual net profit, if positive, must be assigned to the legal reserve until it represents at least 20% of the share capital. This reserve is not distributable, except in the event of liquidation, but may be used to absorb losses after all other reserves have been depleted and for incorporation in the share capital.

Under the terms of the Portuguese commercial legislation, the amount of distributable reserves is determined in accordance with the separated financial statements of Mota-Engil SGPS, prepared in accordance with the International Financial Reporting Standards (IFRS), as adopted in the European Union.

Distributions

As approved in the General Shareholders Meeting held on April 27, 2023 the net income of the year ended 31 December 2022 was applied as follows:

• Transfer of the negative net result in the amount of 17,430,287 euros and 24 cents to the "Retained earnings" account

In addition, during the above-mentioned General Meeting, the following distribution was also approved:

• Distribution to shareholders of corporate assets, part of the amount accounted for in the "Free Reserves" account, in the total amount of 30,748,153 euros and 47 cents, therefore each share gives the right to receive 10.023 cents, already considering taxes.

On the other hand, it should be noted that of the amount of dividends distributed, around 610 thousand euros refer to own shares held by the Group.

In accordance with what was approved at the General Shareholders' Meeting held on May 6, 2022, the net income for the year ended December 31, 2021 was applied as follows:

  • To legal reserve, 5% of net profit for the year, in the amount of 2,117,049 euros and 1 cent;
  • For distribution to shareholders, in a first phase, 5.175 cents per share, captive of taxes, in the global amount of 15,875,655 euros and 41 cents;
  • For distribution to shareholders, in a second phase, 1.725 cents per share, captive of taxes, in the global amount of 5,291,885 euros and 14 cents, if the consolidated net income attributable to the Group verified at the end of the first half of 2022 was greater than 50% of the consolidated net profit attributable to the Group verified in 2021, that is, greater than 10,820.5 thousand euros (which occurred); and
  • For free reserves, the remainder, in the amount of 19,146,390 euros and 74 cents.

Finally, it should be noted that of the amount of dividends distributed, around 421 thousand euros refer to own shares held by the Group.

Capital management policy

The capital structure of Mota-Engil Group, determined by the proportion between its equity and its net debt, is managed in order to ensure the continuity and the development of its operating activities, the maximization of the return of its shareholders and the optimisation of its financing costs.

Mota-Engil Group periodically monitors its capital structure, identifying risks, opportunities and the necessary adjustment measures to achieve the above referred targets.

As of 31 December 2023 and 2022, Mota-Engil Group presented an accounting gearing of 63% and 56%, respectively.

Gearing = total equity / net debt, with net debt corresponding to the algebraic sum of the following captions of the consolidated statement of financial position: loans with recourse; loans without recourse; cash and cash equivalents with recourse - demand deposits; cash and cash equivalents without recourse - demand deposits, other financial applications and other financial investments recorded at amortised cost.

Proposals for the application of the net profit of the year and distribution of corporate assets

The standalone Management Report of 2023 presents the following proposals:

The Board of Directors proposes to the annual general meeting:

  • That the negative net result in the amount of 17,4 , 87 euros and 4 cents, be transferred to the " etained earnings" account; and
  • That the negative net result in the amount of 53,392,216 euros and 1 cent be transferred to the "Retained Earnings" account; and
  • If it is verified that the requirements set forth in Articles 32 and 33 of the Commercial Companies Code are met, that corporate assets be distributed to shareholders, namely the distribution of part of the amount accounted for in the "Free reserves" account, in the global amount of ,748,153 euros and 47 cents, thus corresponding to 10,023 cents per share, considering taxes.

This global amount will exclude the amount of the distribution that would be applicable to the shares that, on the date of the distribution of the corporate assets, are held by the Company itself or by its dependent companies, which must continue to be allocated to the "Free reserves" account."

30. Loans

The amounts regarding loans with recourse as of 31 December 2023 and 2022 can be analysed as follows:

Current
(until 1 year)
between 1 and
2 years
between 2 and
5 years
more than 5
years
Non-current Total
2023
Non-convertible bond loans 80,534 61,241 184,121 3,629 248,990 329,525
Debt to credit institutions:
Bank loans 472,235 373,932 400,581 37,080 811,593 1,283,828
Overdraft facilities 47,296 - - - - 47,296
Revolving facilities 2,985 - - - - 2,985
Other loans obtained:
Commercial paper issues 90,615 17,453 - - 17,453 108,068
Others 26,555 - - - - 26,555
720,220 452,626 584,702 40,709 1,078,037 1,798,257
2022
Non-convertible bond loans 124,170 85,904 198,927 - 284,831 409,001
Debt to credit institutions:
Bank loans 426,811 278,972 267,324 12,034 558,330 985,140
Overdraft facilities 61,685 - - - - 61,685
Revolving facilities 37,263 - - - - 37,263
Other loans obtained:
Commercial paper issues 126,935 - - - - 126,935
Others 55 - - - - 55
776,918 364,876 466,251 12,034 843,161 1,620,079

As of December 31, 2023 and 2022, there were financing operations with commitments to maintain covenants related, essentially, to levels of financial autonomy (total equity / total assets) and debt ratios (net debt / EBITDA), determined on the basis of the Group's consolidated financial statements, of its subholdings or on the basis of the financial statements of the respective investee companies, the conditions of which were negotiated in accordance with normal market practices.

On December 31, 2023, having defaulted on some of the above-mentioned covenants, around 43,000 thousand euros were reclassified to current debt, although the respective waivers have already been obtained in 2024.

As of 31 December 2022, there were no breaches of the above-mentioned covenants.

The amounts regarding loans without recourse as of 31 December 2023 and 2022 can be analysed as follows:

Current (until
1 year)
between 1 and
2 years
between 2 and
5 years
more than 5
years
Non-current Total
100,587 9,797 47,528 67,067 124,392 224,979
6,432 - - - - 6,432
5,500 1,216 - - 1,216 6,716
112,518 11,013 47,528 67,067 125,609 238,127
15,139 54,626 58,633 73,470 186,729 201,868
7,782 - - - - 7,782
7,300 2,500 1,216 - 3,716 11,016
30,220 57,126 59,849 73,470 190,445 220,665

As of 31 December 2023 and 2022, the amounts of loans without recourse were associated to the companies of the EGF Subgroup and to the company used to finance its acquisition (Suma Tratamento).

Additionally, as of 31 December 2023 and 2022, the average maturity of the loans (with and without recourse) was 2.5 and 2.3 years, respectively.

As of 31 December 2023 and 2022, the movement in loans was as follows:

2023 Non
convertible
bond loans
Bank loans Overdrafts
facilities
Revolving
facilities
Commercial
paper
programmes
Other loans Total
Opening balance 409,001 1,187,008 61,685 45,044 137,952 55 1,840,744
Transactions with impact in cash-flow:
Loans receipts 63,629 1,269,110 87,999 59,107 157,188 26,474 1,663,507
Amortisations and repayments of loans (144,412) (724,307) (96,985) (94,725) (180,397) - (1,240,825)
(80,783) 544,803 (8,986) (35,617) (23,209) 26,474 422,682
Transactions with no impact in cash
flow:
Exchange differences - (33,427) (1,012) (10) - - (34,450)
Recognition of amortised cost 1,281 (6,844) - - (32) - (5,594)
Changes in the perimeter and transfers 26 (182,734) (4,391) - 74 26 (186,999)
Closing balance 329,525 1,508,807 47,296 9,417 114,784 26,555 2,036,384
2022 Non
convertible
bond loans
Bank loans Overdrafts
facilities
Revolving
facilities
Commercial
paper
programmes
Other loans Total
Opening balance 416,885 1,166,825 33,065 33,563 139,914 263 1,790,515
Transactions with impact in cash-flow:
Loans receipts 70,000 633,423 72,486 131,116 415,250 - 1,322,274
Amortisations and repayments of loans (77,657) (634,295) (43,837) (119,892) (417,272) - (1,292,953)
(7,657) (873) 28,650 11,223 (2,022) - 29,322
Transactions with no impact in cash
flow:
Exchange differences (58) 24,625 278 1 - - 24,845
Recognition of amortised cost (193) (923) - - 31 - (1,085)
Changes in the perimeter and transfers 23 (2,646) (307) 256 28 (208) (2,853)
Closing balance 409,001 1,187,008 61,685 45,044 137,952 55 1,840,744

As of 31 December 2023 and 2022, the main bond loans and commercial paper programmes (over 20.000 thousand euros) issued by the Group in force on those dates were as follows:

2023
Type / Issuer Date of issuance Date of
reimbursement
Indexation Reimbursement
conditions
Current
nominal
amount
Maturity
Bond loans:
Mota-Engil SGPS Dec-21 Dec-26 Fixed rate
4.25%
i) 113,883
Mota-Engil SGPS Oct-19 Oct-24 Fixed rate
4.375%
ii) 76,654
Mota-Engil SGPS Oct-22 Oct-27 Fixed rate
5.75%
iii) 70,000
Mota-Engil SGPS Dec-23 Dec-26 Fixed rate
7,25%
iv) 50,000
Commercial paper programmes:
Mota-Engil SGPS Jun-23 Jun-24 Rate
determined by
agreement
between the
issuer and the
placing entities
47,428 3 to 397 days
Mota-Engil Europa Aug-22 Aug-25 Euribor of the
period + 4%
22,215 Direct placement:
from 7 days to 6
months

i) Half-yearly interest with repayment in two installmentsm 50% in 30/10/23 and 50% in 30/10/24;

ii) Half-yearly interest with repayment in two installmentsm 50% in 02/12/25 and 50% in 02/12/26;

iii) Half-yearly interest with one-time repayment at the maturity of the contract;

iv) ) Half-yearly interest with a single repayment upon the term of the contract (4).

2022
Type / Issuer Date of
issuance
Date of
reimbursement
Indexation Reimbursement
conditions
Current nominal
amount
Maturity
Bond loans:
Mota-Engil SGPS Oct-19 Oct-24 Fixed rate
4.375%
i) 168,000
Mota-Engil SGPS Dec-21 Dec-26 Fixed rate
4.25%
ii) 132,000
Mota-Engil SGPS Oct-22 Oct-27 Fixed rate
5.75%
iii) 70,000
Mota-Engil SGPS Jan-18 Jan-23 Fixed rate
4%
iii) 29,650
Commercial paper programmes:
Mota-Engil SGPS Jun-19 Jun-23 Fee
determined by
agreement
between the
issuer and the
placement
entities
36,358 3 to 397 days
Mota-Engil SGPS Aug-22 Aug-25 Term euribor +
4%
24,419 7 to 181 days
Mota-Engil SGPS Dec-13 Dec-27 Maximum rate
indicated by
the issuer
21,749 Direct placement:
from 7 days to 6
months
Mota-Engil SGPS Aug-19 Feb-23 Fee
determined by
agreement
between the
issuer and the
placement
entities
20,365 112 months

i) Half-yearly interest with repayment in two installmentsm 50% in 30/10/23 and 50% in 30/10/24;

ii) Half-yearly interest with repayment in two installmentsm 50% in 02/12/25 and 50% in 02/12/26;

iii)Half-yearly interest with a single repayment upon the term of the contract.

As of 31 December 2023 and 2022, the loans obtained through contracts with an amount over 30,000 thousand euros can be analysed as follows:

2023
Issuer Date of
issuance
Date of
reimbursement
Indexation Reimbursement
conditions
Current nominal
amount
Other operations:
Mota-Engil Engenharia e Construção África Apr-23 Mar-28 Euribor 3M +
Spread
Semestral amortisation 200,000
Mota-Engil, SGPS Aug-19 Feb-26 Euribor 6M +
Spread
Annual amortisation 77,410
Mota-Engil, SGPS Nov-23 Nov-25 Euribor 6M +
Spread
Total amortisation in
the end of the period
60,000
Mota-Engil Angola May-23 May-24 Fixed rate
16,5%
Total amortisation in
the end of the period
44,487
Mota-Engil Engenharia e Construção África Aug-23 Jun-27 Euribor 6M +
Spread
Semestral amortisation 43,750
Mota-Engil O&M México Jul-23 Mar-32 TIIE 28 dias +
Spread
Quarterly amortisation 40,276
Mota-Engil Nigéria Sep-22 Feb-26 Fixed rate
15,5%
Quarterly amortisation 40,193
Mota-Engil, SGPS Mar-20 Sep-26 Euribor 6M +
Spread
Semestral amortisation 38,055
Mota-Engil Engenharia e Construção África Mar-23 Mar-31 Euribor 3M +
Spread
Semestral amortisation 35,484
Mota-Engil Nigéria Oct-23 Oct-24 SOFR 12M +
Spread
Total amortisation in
the end of the period
34,736
Mota-Engil México Jul-22 May-28 Fixed rate
%5,5%
Quarterly amortisation 32,974
Mota-Engil Engenharia e Construção África Dec-21 Dec-25 Euribor 6M +
Spread
Semestral amortisation 30,000
2022
Issuer Date of issuance Date of
Indexation
reimbursement
Reimbursement
conditions
Current nominal
amount
Other operations:
Mota-Engil, SGPS Aug-19 Feb-26 Euribor 6M +
2.5%
Annual amortisation 97,604
Mota-Engil México Apr-21 Feb-24 TIIE + 2.5% Monthly amortisation 64,056
Mota-Engil, SGPS Mar-20 Sep-26 Euribor 6M + 3% Semestral
amortisation
46,433
Mota-Engil Engenharia e Construção África Dec-21 Dec-25 Euribor 6M +
5.5%
Semestral
amortisation
45,000
Mota-Engil Engenharia e Construção África Apr-19 Mar-24 Euribor 3M with
differentiated
spread (between
5.75% and 6.5%)
Semestral
amortisation
42,589
Mota-Engil Engenharia e Construção África Aug-21 Aug-26 SOFR + 6% Quarterly
amortisation
36,721
Mota-Engil Engenharia e Construção África Dec-19 Dec-24 Euribor 3M +
6.75%
Quarterly
amortisation
32,500
Mota-Engil Nigéria Sep-22 Sep-23 Fixed rate
15.5%
Total amortisation in
the end of the period
30,023
Mota-Engil Engenharia e Construção África Dec-22 Dec-26 Euribor 6M +
6.45%
Quarterly
amortisation
30,000

31. Other financial liabilities

The information regarding the other financial liabilities as of 31 December 2023 and 2022 can be analysed as follows:

Non-current Current
2023 2022 2023 2022
Factoring - - 184,131 146,235
Payment management operations 11,451 13,630 210,707 60,186
11,451 13,630 394,838 206,422

The caption " ayment management operations" includes the balances related with confirming operations and other similar operations, and its increase in 2023 was, essentially, justified by a project carried out by Mota-Engil México (Trem Maya).

As of 31 December 2023 and 2022, the movement in other financial liabilities was as follows:

2023 Factoring Payment management
operations
Total
Opening balance 146,235 73,816 220,051
Transactions with impact in cash:
Amounts received 254,379 308,077 562,456
Amortisations (210,959) (159,735) (370,695)
43,420 148,341 191,761
Transactions without impact in cash:
Transfers and exchange differences (5,524) - (5,524)
Closing balance 184,131 222,158 406,288
2022 Factoring Payment management
operations
Total
Opening balance 229,170 111,101 340,271
Transactions with impact in cash:
Amounts received 310,284 107,820 418,104
Amortisations (393,324) (158,875) (552,199)
(83,040) (51,055) (134,095)
Transactions without impact in cash:
Transfers and exchange differences 105 13,770 13,875
Closing balance 146,235 73,816 220,051

32. Derivative financial instruments

The information regarding the derivative financial instruments entered into by the Group as of 31 December 2023 and 2022 can be analysed as follows:

Cash-flows hedges Fair value
Affiliates Type Counterpart Begin Notional Contracted rates Term 2023 2022
Mota-Engil, SGPS Limit
Swap
Floor
Societé
Generale
Nov-19 105,000 Swap Euribor 6M
for fixed rate 0,128%
Aug/24 755 2,126
Mota-Engil, SGPS Swap Bank of China Apr-20 29,800 Swap 6M -0.5% if Euribor 6M >
0.5%, otherwise 0
Mar/25 857 1,875
Mota-Engil Engenharia
e Construção África
Swap CAIXA BI Jun-18 3,333 Swap 6M -0.5% if Euribor 6M >
0.54%, otherwise fixed rate 0.54%
Dec/23 - 58
1,611 4,058
Mota-Engil México Swap Banobras Sep-22 44,594 Swap TIIE 28 days for fixed rate
10,42%
Jul/22 - (1,160)
Mota-Engil Latin
America BV
Swap CAIXA BI Jun-18 2,500 Swap Euribor 6M
for fixed rate -0,381%
Jul/23 - (46)
- (1,206)
Total non-current
assets
857 4,000
Total current assets 755 58
Total current liabilities - (1,206)
1,611 2,852

The determination of the fair value of the derivative financial instruments entered by the Group was carried out by the respective counterparties, which are considered to be respectable / independent financial entities of recognised merit. The valuation models employed were based on the discounted cash flow method, using par rates of swaps, listed on the interbank market and available on Reuters and Bloomberg pages for the relevant periods, being calculated the respective forward rates and discount factors which were used to discount the fixed cash flows (fixed leg) and variable cash flows (floating leg). The sum of the two legs determines the net present value (NPV). Regarding options, the Black-Scholes model and the volatility data available on Reuters and Bloomberg pages were used.

Following the above-mentioned, the fair value of the derivative financial instruments entered by the Group was determined based on valuation techniques whose main inputs can be observed in the market, and so it can be included in level 2 of IFRS 13.

33. Suppliers and sundry creditors

The information regarding suppliers and sundry creditors as of 31 December 2023 and 2022 can be analysed as follows:

Non-current Current
2023 2022 2023 2022
Suppliers
Europe - E&C 7,303 5,634 175,986 172,529
Environment - - 81,603 70,866
Africa - E&C 34 946 352,180 353,109
Latin America - E&C 125 0 343,632 196,296
Capital 379 25 55,793 38,197
Mext - - 17,377 7,749
Others, eliminations and intragroup - - (120,543) (109,704)
7,841 6,606 906,028 729,044
Suppliers of fixed assets - - 81,120 77,622
Associates and other shareholders 12,628 12 27,493 56,983
Advances on sales of financial investments - - 94,443 78,185
State and other public entities (except Corporate income tax) - - 177,224 169,721
Other creditors 7,662 10,024 212,820 174,313
20,290 10,036 593,101 556,824
28,131 16,642 1,499,128 1,285,867

In the year ended December 31, 2023, the increase in the caption "Suppliers - Latin America - E&C" was mainly due to the strong increase in activity in the year in Mexico.

As of 31 December 2023 and 2022, the caption "Associates and other shareholders" included essentially balances owed to Group partners, namely in Mexico and in Ivory Coast.

As of 31 December 2023 and 2022, the caption "Advances on sales of financial investments" included the amounts of, approximately, 94,400 thousand euros and 78,200 thousand euros, respectively, associated with the future sale of two motorway concessionaries in Mexico (Note 18).

Lastly, the Group's Board of Directors is convinced that the amount at which the aforementioned financial liabilities are recorded in the consolidated statement of financial position is similar to its fair value.

34. Contract liabilities

The information regarding contract liabilities by operating segment as of 31 December 2023 and 2022 can be analysed as follows:

2023 2022
Non-current Current Non-current Current
Africa - E&C 15,000 227,896 50,582 271,571
Environment - 2,707 - 22,628
Latin America - E&C 289,505 448,991 241,635 269,694
Capital - 4,172 - 2,297
Europe - E&C - 47,990 2,206 51,697
Mext - 4,703 - 17,949
Others - 1,041 - 287
304,505 737,499 294,423 636,123

In the year ended 31 December 2023, the increase occurred in the caption "Contract liabilities" was mainly due to a set of advances received at year end in Mexico.

35. Other liabilities

The information regarding other non-current liabilities as of 31 December 2023 and 2022 can be analysed as follows:

Other non-current liabilities 2023 2022
Investment grants 133,479 137,666
Others 17,637 3,702
151,116 141,368

As of 31 December 2023 and 2022, the caption " nvestment grants" referred, essentially, to the companies of EGF Subgroup.

The information regarding other current liabilities as of 31 December 2023 and 2022 can be analysed as follows:

Other current liabilities 2023 2022
Accrued costs
Holiday pay and holiday bonus 63,506 52,230
Interests payable 37,956 24,543
Work in progress not invoiced by suppliers
Africa - E&C 251,025 183,165
Latin America - E&C 279,004 269,465
Europe - E&C 15,506 31,510
Capital 6,258 1,597
Environment 351 299
Mext - 436
Others, eliminations and intragroup (4,535) 15,321
Other accrued costs 38,314 22,204
687,387 600,770
Deferred income
Investment grants 16,838 16,582
Other deferred income 19,565 15,830
36,402 32,412
723,789 633,181

As of 31 December 2023 and 2022, the caption "Other deferred income" included the amounts of 5,200 thousand euros and 10,500 thousand euros, respectively, related to the tariff deviations arising from the companies of the EGF Subgroup.

The main information regarding the investment grants awarded to the Group is as follows:

Grants recognition
Beneficiary company Asset value Deferred income Income recognised in
2023
Income recognised in
2022
Algar (a) 76,188 7,440 786 1,224
Amarsul (a) 67,735 20,199 1,671 1,807
Correia & Correia - - 12 12
Emerge 1,331 671 - -
Enviroil II - - 106 106
Ersuc (a) 161,449 19,994 1,745 3,160
Resiestrela (a) 32,156 8,593 583 620
Resinorte (a) 130,510 34,351 2,780 2,950
Resulima (a) 38,925 21,267 1,903 1,931
Suldouro (a) 46,430 7,203 1,071 1,115
Valnor (a) 47,444 9,207 651 715
Valorlis (a) 34,739 9,568 351 380
Valorminho (a) 6,007 1,495 239 240
Valorsul (a) 188,675 10,075 2,472 2,440
Mota-Engil Renewing 2,938 256 - -
150,317 14,370 16,700

(a) These investment grants are related with the companies of the EGF Subgroup and their maturity is similar to the useful life of the respective assets, as described in the accounting policy disclosed in Note 1.4. a)

36. Corporate income tax

The information regarding corporate income tax by operating segment as of 31 December 2023 and 2022 can be analysed as follows:

2023 2022
Africa - E&C 13,953 16,060
Latin America - E&C 27,385 14,885
Environment 1,635 630
Capital - 64
Europe - E&C 274 272
Mext 3 327
Others, eliminations and intragroup 634 -
43,884 32,238

37. Provisions

The information regarding provisions as of 31 December 2023 and 2022 can be analysed as follows:

2023 2022
Provisions for investments accounted by the equity method 2,179 1,281
2,179 1,281
Sundry provisions
Provisions for construction warranties 71,048 44,602
Liabilities arising from defined benefit pension plans (Note 39) 19,099 20,486
Provisions for legal proceedings 17,333 17,911
Provisions for sealing, monitoring of landfills and environmental restoration 6,538 6,146
Provisions for other contingencies 17,058 52,130
131,076 141,275
133,255 142,556

Provisions for construction warranties arise from the construction contracts carried out by the Group and refer, essentially, to Mota-Engil Angola, to Mota-Engil Engenharia e Construção, to Mota-Engil Central Europe Poland (only in 2022) and to the Mozambican branch of Mota-Engil Engenharia e Construção Africa's.

Provisions for legal proceedings included, as of 31 December 2023 and 2022, 11,572 thousand euros and 11,108 thousand euros, respectively, related to the agreement established with Indecopi.

Provisions for sealing, monitoring of landfills and environmental restoration refer, essentially, to the companies of the Suma Subgroup and to Clean Eburnie.

Provisions for other contingencies include the estimated costs with several contingencies of legal, tax and judicial nature.

The information regarding the movement in provisions in the years ended 31 December 2023 and 2022 can be analysed as follows:

2023 2022
Provisions for investments accounted under the equity method
Opening balance 1,281 1,048
Increases 1,127 446
Transfers, exchange differences and changes in the perimeter (230) (213)
2,179 1,281
Sundry provisions
Opening balance 141,275 123,182
Increases (Note 8) 34,724 33,503
Decreases (Note 8) (16,106) (17,302)
Utilizations (1,308) (2,494)
Transfers, exchange differences and changes in the perimeter (27,509) 4,387
131,076 141,275

As of 31 December 2023 and 2022, except for the provisions recorded for the sealing, monitoring of landfills and environmental restoration, for the liabilities arising from defined benefit pension plans and for the provision associated with Indecopi, the date of use of the remaining provisions cannot be estimated for and, therefore, those provisions were not recorded at its present value.

Likewise, except for the provision associated with Indecopi, due to the uncertainty regarding the moment on which the abovementioned provisions will be converted into liabilities, it was not possible to disclose the expected moments for the respective future outflows of resources, and so, those provisions have been classified as non-current.

As of 31 December 2023 and 2022, the dates on which the provision associated with Indecopi will be used are as follows:

2023 2022
September 30, 2023 - 2,314
September 30, 2024 3,306 3,085
September 30, 2025 4,133 3,856
September 30, 2026 4,133 3,856
11,572 13,111
Difference to present value - (2,003)
Provision present value 11,572 11,108

38. Non-controlling interests

As of 31 December 2023 and 2022, the companies controlled by the Group which present the most significant non-controlling interests were as follows:

Mota-Engil Angola
33.00%
28,514
110,557
Project Management
Solutions (33%)
Prodi (49%)
SNR SPV2 (49%)
Mota-Engil México
49.00%
58,930
79,423
Mota-Engil Nigéria
49.00%
23,744
52,071
Valorsul
68.67%
3,316
37,751
Municipality of Lisboa
(20,00%)
Municipality of Loures
(11,51%)
Municipality of Amadora
(5,16%)
Municipality of Vila Franca
de Xira (4,61%)
Municipality of Odivelas
(0,54%)
Others municipalities
(5,25%); (a)
Suma
38.50%
2,286
34,679
Urbaser (38,5%)
FSE Suministradora Fénix
66.00%
3,053
27,964
Ashkora Capital (66%)
SAPI
Empresa Construtora do
50.00%
10,481
25,235
Brasil
Santo António do
Bonsucesso Participações
(50%)
Generadora Fénix
53.59%
706
20,149
Askora Capital (66%)
LF del Centro S.C. (9%)
CMRO Nayarit
49.00%
47
19,320
Prodi (49%)
Ersuc
42.54%
98
10,671
Municipality of Mealhada
(8,34%)
Municipality of Coimbra
(6,93%)
Municipality of Oliveira de
Azeméis (3,09%)
Municipality of Figueira da
Foz (2,80%)
Municipality of Águeda
(2,05%)
Municipality of
Cantanhede (1,67%)
Municipality of Anadia
(1,35%)
Municipality of Estarreja
(1,23%)
Other municipalities
(15,08%)
Consorcio Lamat
70.00%
(2,787)
8,970
Others
24,340
92,358
China Communications
Construction Company
(35%)
Prodi (28%)
Gavil Ingeniería (5%)
Grupo Cosh (1%)
Eyasa (1%)
152,726
519,148

(a)This company is also, directly or indirectly, held by Suma (entity held by Mota-Engil Group in 61.5% and by Urbaser Group in 38.5%).

2022 restated Percentage of
detention held by
non-controlling
interests
Net profit
attributable to
non-controlling
interests
Accumulated
non-controlling
interests
Mota-Engil Angola 33.00% 5,046 82,211 Project Management
Solutions (33%)
Suma 38.50% (1,682) 38,398 Urbaser (38,5%)
Valorsul 68.67% 1,345 34,435 Municipality of Lisboa
(20,00%)
Municipality of Loures
(11,51%)
Municipality da Amadora
(5,16%)
Municipality of Vila Franca
de Xira (4,61%)
Municipality of Odivelas
(0,54%)
Others municipalities
(5,25%); (a)
Mota-Engil México 49.00% 23,268 20,500 Prodi (49%)
FSE Suministradora Fénix 48.99% 2,112 16,562 Ashkora Capital (48,99%)
SAPI
Generadora Fénix
53.59% 1,713 13,067 Ashkora Capital (44,59%)
LF del Centro S.C. (9%)
Consorcio Lamat 70.00% 8,145 10,600 China Communications
Construction Company
(35%)
Prodi (28%)
Gavil Ingeniería (5%)
Grupo Cosh (1%)
Eyasa (1%)
Ersuc 42.54% 1,211 10,573 Municipality of Mealhada
(8,34%)
Municipality of Coimbra
(6,93%)
Municipality of Oliveira de
Azeméis (3,09%)
Municipality of Figueira da
Foz (2,80%)
Municipality of Águeda
(2,05%)
Municipality of
Cantanhede (1,67%)
Municipality of Anadia
(1,35%)
Municipality of Estarreja
(1,23%)
Other municipalities
(15,08%)
Vista Waste 35.69% 3,816 10,655 Vista Energy (41%)
Mota-Engil Angola (10%);
(a)
Others 2,012 83,785
46,985 320,787

(a) This company is also, directly or indirectly, held by Suma (entity held by Mota-Engil Group in 61.5% and by Urbaser Group in 38.5%).

As of 31 December 2023 and 2022, the amounts included under the caption "Others – Accumulated non-controlling interests" refer, essentially, to Suma Tratamento, to the remaining subsidiaries of EGF Subgroup (in 2023 and 2022), to the remaining subsidiaries of Suma (in 2023 and 2022), to Azpau (in 2023 and 2022), to Consórcio GDL Tunel (in 2023), to Mota-Engil O&M México (in 2023) and to Mota-Engil Nigéria (in 2022).

2023 Mota-Engil
Angola
Mota-Engil
México
Mota-Engil
Nigéria
Valorsul Suma FSE
Suministrad
ora Fénix
SAPI
Empresa
Construtora
do Brasil
Generadora
Fénix
CMRO
Nayarit
Ersuc Consórcio
Lamat
Financial Position
Current assets 506,134 1,129,544 163,221 44,929 143,190 64,987 120,331 4,612 55,027 25,299 233,787
Non-current assets 179,070 466,498 110,112 99,039 28,946 3,196 31,992 118,005 211,226 70,185 -
Current liabilities 358,019 991,424 149,612 54,481 52,249 25,808 80,317 76,913 - 34,876 220,215
Non-current liabilities 100,974 452,512 41,022 34,511 29,813 3 21,537 17,436 226,825 44,405 834
Equity attributable to
shareholders
115,655 72,684 30,627 17,225 55,396 14,408 25,235 8,119 20,109 5,531 3,768
Non-controlling interests 110,557 79,423 52,071 37,751 34,679 27,964 25,235 20,149 19,320 10,671 8,970
226,212 152,107 82,699 54,976 90,074 42,372 50,469 28,268 39,429 16,203 12,737
Income Statement
Income 550,205 1,770,894 349,312 82,818 71,364 157,388 263,085 63,288 140,382 34,384 639,110
Expenses 463,798 1,649,582 300,855 77,990 65,427 152,762 242,123 63,582 140,286 34,235 643,068
Net profit 86,407 121,312 48,457 4,828 5,937 4,626 20,962 (294) 96 149 (3,958)
attributable to:
shareholders 57,893 62,382 24,713 1,513 3,651 1,573 10,481 (1,000) 49 51 (1,171)
non-controlling interests 28,514 58,930 23,744 3,316 2,286 3,053 10,481 706 47 98 (2,787)

As of 31 December 2023 and 2022, and in the years ended on those dates, the summarised financial information (contributions) of the major subsidiaries controlled by the Group with non-controlling interests was as follows:

2022 Mota-Engil
Angola
Suma Valorsul Mota-Engil
México
FSE
Suministradora
Fénix
Generadora
Fénix
Consórcio Lamat Ersuc Vista
Waste
Financial Position
Current assets 300,518 169,301 42,406 752,464 46,804 18,437 80,666 19,303 31,600
Non-current assets 234,312 31,977 86,736 381,814 1,176 102,582 11,415 72,636 18,708
Current liabilities 281,945 62,574 39,447 734,637 12,304 78,148 63,382 25,126 16,900
Non-current liabilities 65,310 38,970 39,548 363,051 1,872 16,516 13,645 50,759 3,556
Equity attributable to
shareholders
105,364 61,336 15,712 16,090 17,242 13,288 4,453 5,481 19,196
Non-controlling
interests
82,211 38,398 34,435 20,500 16,562 13,067 10,600 10,573 10,655
187,575 99,734 50,147 36,590 33,805 26,355 15,053 16,054 29,851
Income Statement
Income 249,308 57,402 92,977 705,229 127,400 57,267 534,719 44,427 34,516
Expenses 234,017 61,771 91,017 657,743 123,089 55,445 523,153 42,588 23,827
Net profit 15,291 (4,369) 1,959 47,486 4,311 1,822 11,567 1,838 10,689
attributable to:
shareholders 10,245 (2,687) 614 24,218 2,199 109 3,421 628 6,874
non-controlling
interests
5,046 (1,682) 1,345 23,268 2,112 1,713 8,145 1,211 3,816

In the years ended 31 December 2023 and 2022 the movement in non-controlling interests can be analysed as follows:

2023
Balance at 31 December 2022 320,787
Net profit attributable to non-controlling interests 152,726
Items of other comprehensive income that may be reclassified to the income statement:
Exchange differences arising from the translation of financial statements expressed in foreign currencies (49,269)
Changes, net of tax, in the tangible assets revaluation surplus 14,579
Dividend distribution (a) (35,060)
Share capital Increases / decreases (b) 107,777
Changes in the consolidation perimeter and in the non-controlling interests (c) (5,566)
Others 13,172
519,148

(a) Of which, approximately, (32,600) thousand euros are related to Mota-Engil México

(b) Of which, approximately, 35,000 thousand euros are related to Mota-Engil Mexico, 35,000 thousand euros related to Mota-Engil Angola, 22,000 thousand euros related to Mota-Engil Nigeria and 16,000 thousand euros related to Empresa Construtora do Brasil.

(c) Of which (22,300) thousand euros are related to the decrease in investment in Suma's industrial waste business and 11,700 thousand euros related to the loss of percentage in the energy business in Mexico.

2022
restated
Balance at 31 December 2021 296,870
Net profit attributable to non-controlling interests 46,985
Items of other comprehensive income that may be reclassified to the income statement:
Exchange differences arising from the translation of financial statements expressed in foreign currencies 44,319
Changes, net of tax, in the tangible assets revaluation surplus (3,887)
Other comprehensive income 334
Dividend distribution (a) (10,235)
Changes in the consolidation perimeter and in the non-controlling interests (b) (58,689)
Others 5,091
320,787

(a) ) Of which approximately (4,200) thousand euros related to Mota-Engil Mexico, approximately (2,500) thousand euros related to Vista Waste and approximately (2,300) thousand euros related to Fenix.

(b) Of which approximately (20,100) thousand euros related to the sale of the tourism business in Mexico and approximately (27,300) thousand euros related to the acquisition and disposal of Mota-Engil Angola (Note 42).

As of 31 December 2023 and 2022, there were no protective agreements or rights established with minority shareholders that limit the use or realization of the assets listed above by the Group.

39. Pension plans with defined benefits

As of 31 December 2023 and 2022, the Group had assumed responsibilities related to pension plans with defined benefits towards some former employees and towards current and former management founding shareholders. These last ones are beneficiaries of a pension plan with defined benefits which broadly allow them to receive a pension equivalent to 80% of their salary on their retirement date (or 80% of the salary of the Chairman of the Board of Directors or of another management member of the Group, if higher).

As of 31 December 2022 and 2021, the information regarding the responsibilities with the pensioners and with the former management founding shareholders, as well as, the respective coverage, can be analysed as follows:

2023 2022
Responsabilities to pensioners 14,835 10,083
Responsabilities to founding shareholders directors 10,403
Provisions 19,099 20,486
% of coverage 100% 100%

The information regarding the movement in the liabilities with pension plans in the years ended as of 31 December 2023 and 2022 can be analysed as follows:

2023 2022
Liabilities at beginning of the year 20,486 22,157
Benefits paid (1,382) (1,024)
Current service cost 254 236
Interests cost 598 196
Actuarial losses / (gains) (857) (1,079)
Liabilities at year end 19,099 20,486

In the year ended 31 December 2023, actuarial losses / (gains) incurred were essentially justified by the change in the expected retirement age of a beneficiary.

In the year ended 31 December 2022, the actuarial losses / (gains) that occurred were justified, essentially, by the increase in the discount rate and by the reduction of the expected retirement age of two beneficiaries.

In the years ended 31 December 2023 and 2022, the amounts recognised in the consolidated income statement regarding pension plans with defined benefits amounted to 852 thousand euros and 432 thousand euros, respectively. In addition, in those years, gross of deferred tax, were recognized in the statement of other comprehensive income the amounts of 857 thousand euros and 1,079 thousand euros, respectively, referring to the actuarial and financial deviations verified.

As of 31 December 2023 and 2022, the actuarial valuations prepared to quantify the responsibilities with the pension plans were prepared by an independent actuary expert accredited by the Supervisory Authority for Insurance and Pension Funds (Autoridade de Supervisão de Seguros e Fundos de Pensões - ASF) and had the following assumptions:

2023 2022
Mortality table TV 73/77 TV 73/77
Invalidity table EKV80 EKV80
Discount rate 3.00% 3.00%
Expected salary increase rate 1.0% 1.0%
Pensions discount rate 3.00% 3.00%
Pensions growth rate 0%/1,5% 0%/1,5%
Number of payments of the benefit 12/13/14 12/13/14

The liabilities arising from pension plans with defined benefits were determined in accordance with the Projected Unit Credit Method, based on the most suitable actuarial and financial assumptions for the established plan.

The discount rate used in the determination of the liabilities was established by reference to market rates of bonds issued by companies with low risk and with a duration similar to the one of the settlements of the liabilities.

Based on the actuarial valuation carried out at 31 December 2023, the best estimate for the pensions to be paid in 2024 arise to 104 thousand euros.

The pension plans with defined benefits expose the Group to the following risks:

  • ꟷ Interest rate risk the present value of the liabilities is determined using a discount rate established with reference to the interest rates of bonds denominated in euros with high quality in terms of credit risk; if the discount rate decreases, liabilities increase.
  • ꟷ Longevity risk the present value of the liabilities is determined assuming the best estimate of the expected date of death of the participants before and after the retirement date. An increase in the life expectancy of the participants will increase the liabilities with retirement plans.

ꟷ Salary / pension risk - the present value of the liabilities is determined assuming the estimated future salaries / pensions of the participants. Therefore, an increase in the participants' salaries / pensions will increase the liabilities with retirement plans.

As of 31 December 2023 and 2022, if the salaries growth rate increased 0.5%, the present value of the liabilities would be increased approximately 0 thousand euros and 51 thousand euros, respectively.

As of 31 December 2023 and 2022, if the discount rate was higher or lower 0.5%, the present value of the liabilities would be decreased and increased by 715 and 764 thousand euros and by 788 and 1,087 thousand euros, respectively.

As of 31 December 2023, the duration of the liabilities amounted to 8 years.

40. Contingent Assets and Liabilities

As of 31 December 2023 and 2022, the guarantees provided by the Group to third parties in the form of bank guarantees and surety insurances, namely to customers whose construction contracts are undertaken by several Group companies, detailed by currency, are as follows:

2023 2022
Czech Crown 5,473 5,716
US Dollar 443,574 562,587
Cape Verdean Escudo - 231
Euros 478,017 395,768
Malawian Kwacha 3,119 12,040
Angolan Kwanza 169,350 138,761
Mozambican Metical 27,857 9,279
Peruvian Nuevo Sol 38,425 33,791
Colombian Peso 43,925 172,263
Mexican Peso 1,705,250 1,261,129
Brazillian Real 113,282 112,647
Polish Zloty 2,095 143,008
Others 169,318 196,945
3,199,684 3,044,164

As of 31 December 2023 and 2022, the detail of the guarantees provided by Group company is as follows:

2023 2022
Mota Engil México 1,126,048 866,388
Consorcio Lamat Tramo 1 SAPI 497,120 387,978
Mota-Engil Engenharia e Construção 277,925 217,152
Mota-Engil Engenharia e Construção África 201,497 116,595
Mota-Engil Peru 109,128 100,622
Mota-Engil Nigéria 49,748 284,677
Mota-Engil Angola 162,878 137,575
Empresa Construtora Brasil 75,353 81,551
Mota Engil Engenharia Mozambique Branch 55,758 24,131
MEEC África - Ivory Coast Branch 41,808 21,136
Mota Engil Engenharia Malawi Branch 30,352 24,046
Suma/EGF Group 28,135 32,172
Mota-Engil ATIV 22,137 20,303
Mota Engil Engenharia Colombia Branch/Mota Engil Colombia 8,431 87,792
Mota-Engil Central Europe Polónia - 142,703
Other 513,366 499,345
3,199,684 3,044,164

As of 31 December 2023 and 2022, the amount of guarantees provided by the Group to the Portuguese tax authorities associated with tax proceedings amounted to 500 thousand euros (84,657 thousand euros in 2022), ascending the corresponding open tax lawsuits to approximately 81,700 thousand euros (86,000 thousand euros in 2022). Additionally, as of 31 December 2023, considering only the lawsuits above 500 thousand euros, there were open tax lawsuits from other countries, amounting to approximately 13,500 thousand euros (12,000 thousand euros in 2022). Nevertheless, the Group proceeded with the judicial challenge of the respective additional assessments, being the understanding of its Board of Directors, based on the opinion of its legal / tax advisors, that the referred legal challenges will be precedent, reason why no provisions were recorded in the accompanying consolidated financial statements.

On the other hand, as of 31 December 2023, the Group was involved in several legal proceedings, both as defendant and claimant, which, considering only the proceedings over 500 thousand euros, arose to approximately 141,000 thousand euros in the quality of defendant (126,000 thousand euros in 2022). In this regard, it should be highlighted that, as of 31 December 2023, out of the amount above-mentioned: (i) 36,600 thousand euros are concentrated in one proceeding in Portugal which goes on for more than ten years and (ii) that circa of 68,200 thousand euros corresponded to a 2021 proceeding related to the dispute held with a client regarding the responsibility from suspending / not concluding a construction project.

Regarding the first of those proceedings, the fact that the counterpart did not manage to prove in court over the last 17 years any facts or rights concerning its claim (for which it claims lost profits of, approximately, 36,600 thousand euros) supports the belief of the Board of Directors that the outcome of that proceeding will be favourable to the Group.

Regarding the second of those proceedings, it is important to highlight that it is now under trial in an arbitration court in Portugal, and the responsible ACE for the execution of the project, in which the Group was part of, also requested a damage compensation for the suspension of the project in an amount of 27,000 thousand euros, for which a decision is expected in 2024.

Nevertheless, considering the technical and legal advice obtained, mainly concerning the legal characterisation of the resolution act of the contract and the corresponding consequences, it is the understanding of the roup's oard of Directors that from the outcome of this proceeding, at least, material losses will not arise reason why no provisions were recorded.

On the other hand, from 2018, two former employees of Mota-Engil Group are being investigated by the Peruvian Public Ministry following its alleged involvement in a set of practices, performed between 2011 and 2014, by some construction companies operating in Peru that would not be fully compliant with the legislation in force. Additionally, following that investigation, Mota-Engil Peru was involved in that process, having, acting in its interest, adhered to a self-pledge regime of assets amounting to, approximately, 300 thousand euros. Furthermore, in 2022, the Group completed the accession procedures to the Special Volunteer Regime provided for in Law No. 30737, which allows it to activate the mechanisms that the referred law establishes to limit the amount of the potential liability that may be imposed in the event of a conviction (maximum of 3,500 thousand euros at the exchange rate of 31 December 2023). However, at the date of this report, as the preparatory investigation phase of the above-mentioned process was only completed in January 2024, any potential contingencies associated with the evolution of that investigation are not currently possible to measure and quantify.

41. Related parties

As of 31 December 2023 and 2022, as well as, in the years ended on those dates, the balances and transactions maintained with related parties, corresponding to associates and joint ventures (recorded under the equity method), as well as, with the Group' shareholders with a holding interest higher than 20% and with other companies / entities held by those shareholders were as follows:

2023 Accounts
receivable
Accounts
payable
Loans granted Loans
obtained
Associated companies 176,686 22,285 176,201 32,957
Jointly controlled companies 228 330 2,955 11
Shareholders and companies with common shareholders to the Group 21,250 46,293 - -
2022 Accounts
receivable
Accounts
payable
Loans granted Loans
obtained
Associated companies 124,326 36,964 79,124 49,571
Jointly controlled companies 8,849 9,632 3,072 -
Shareholders and companies with common shareholders to the Group 25,954 1,045 - -
2023 Sales and services
rendered
Cost of goods
sold, mat. cons.
Subcontractors
and other
operational costs
Interest income Interest expense
Associated companies 264,115 8,871 20,422 3,259
Jointly controlled companies 415 306 - -
Shareholders and companies with common shareholders to the
Group
11,660 140,929 - -
2022 Sales and services
rendered
Cost of goods
sold, mat. cons.
Subcontractors
and other
operational costs
Interest income Interest expense
Associated companies 204,153 7,951 4,046 2,371
Jointly controlled companies 507 276 - -
Shareholders and companies with common shareholders to the
Group
1,192 54,081 - -

As of 31 December 2023 and 2022, the list of associates and jointly controlled companies is presented in Appendix A.

As of 31 December 2023 and 2022, Mota-Engil SGPS was directly held by MGP in 38.41% and by Epoch Capital Investments BV (Epoch) in 32.41%. On those dates, no other shareholder held more than 10% of the share capital of the Company. On the other hand, as of 31 December 2023 MGP was held in 100% by the individual shareholders indicated below, while as of 31 December 2022 it was held in 100% by FM - Sociedade de Controlo, SGPS, S.A, which was merged into MGP during the current financial year, and which was owned by the shareholders listed below . Lastly, on those dates, Epoch was held in 59% by China Communications Construction Group, which holding position is attributed to the eople's epublic of China.

António Manuel Queirós Vasconcelos da Mota (also a director of Mota-Engil SGPS)

Maria Manuela Queirós Vasconcelos Mota dos Santos

Maria Paula Queirós Vasconcelos Mota de Meireles (also a director of Mota-Engil SGPS)

Maria Teresa Queirós Vasconcelos Mota Neves da Costa

Moreover, at 31 December 2023 and 2022, the following entities / individuals were included in the category "Shareholders and companies with common shareholders to the Group":

(i) Entities, individuals and their immediate family members who are direct or indirect shareholders of Mota-Engil SGPS;

(ii) Key management personnel and their immediate family members of Mota-Engil SGPS;

(iii) The entities referred to in (i) when they hold interests or management positions;

(iv) The entities controlled by the people referred to in (ii).

As of 31 December 2023, the main companies held by the above-mentioned entities / individuals with whom the Group had transactions and balances during the years ended on those dates were as follows:

Agrimota - Sociedade Agrícola e Florestal, S.A.
António Lago Cerqueira, S.A.
António Manuel Queirós Vasconcelos da Mota
António Maria Vasconcelos Mota Meireles
Ascendi - Serviços A.G. Operação, S.A.
Auto Sueco - Angola, S.A.
Carlos António Vasconcelos Mota dos Santos
Caves da Cerca, S.A.
CAVMS - Gestão de Participações
China Communications Construction Company Mexico S de RL de CV
China Communications Trading
Chuwa Bussan Co., Ltd.
CUORE - Investments 4 Life, Lda.
Di Xiao
Dourowood - Entidade de Gestão Florestal, S.A.
Eaglestone Advisory S.A.
Eaglestone Capital Advisory
Eaglestone NV
Eaglestone S.A.
Edifícios Galiza - Sociedade Imobiliária, Lda.
Empresa Agrícola Florestal Casa Costa, S.A.
Empresa de Gestão Florestal dos Chões, S.A.
Epoch Capital Investments BV
Ferfor Empresa Industrial
Francisco Manuel Seixas Costa
Fundação Manuel António da Mota
Gonçalo Nuno Gomes Andrade Moura Martins
Habifarol- Sociedade Imobiliária Unipessoal, lda
Hospital da Luz Aveiro, S.A.
Hospital da Luz Coimbra, S.A.
Hospor - Hospitais Portugueses, S.A.
Iberfibran - Poliestireno Extrudido, S.A.
Imobiliária Toca do Lobo, Lda.
Imogera, Lda.
Jinchung Wang
José Carlos Barroso Pereira Pinto
José Manuel Mota Neves da Costa Nogueira
Luísa Mota, Lda
Luz Saúde, S.A.
MAFVM Holding. Lda.
Manuel António da Fonseca Vasconcelos da Mota
Maria Luísa Fonseca Vasconcelos
Maria Paula Queirós Vasconcelos Mota de Meireles
Maria Sílvia Fonseca Vasconcelos da Mota
Maria Teresa Mota Neves da Costa
Mineira de Pensalvos, Lda.
Mineira do Jarmelo, Lda.
Morada Certa, S.A.
Mota Gestão Concessões SGPS, S.A.
Mota Gestão e Participações, SGPS, S.A.
Motadossantoswood, S.A.
Motawood - Entidade de Gestão Florestal, S.A.
Navarras Supermercados, Lda
Novus Tempus, Mediação de Seguros, S.A.
Portuscale - Trading, Lda.
Saiotes & Etc - Festas, Lda.
Sem Par - Sociedade Imobiliária e Turística, S.A.
Sociedade Agrícola Moura Basto, S.A.
Swipe News, S.A.
Tecniforja, S.A.
Verotamega - Sociedade Imobiliária, Lda.
Vila Avenida Hotel, S.A.
Vinciamo Consulting, Lda

As of December 31, 2023, the main balances held with "Associated companies" resulted, essentially, from the provision of engineering and construction services and the granting of loans to Mexican companies with concession arrangements.

In the year ended December 31, 2023, the main transactions with "Associated companies" resulted mainly from the provision of engineering and construction services to Mexican and Kenyan concessionaires and interest on loans granted to Mexican concessionaires.

As of December 31, 2023, the main balances held with "Shareholders and companies with common shareholders to the Group" resulted, essentially, from the purchase of equipment from Chuwa Bussan and materials from CCCC (approximately 43,000 thousand euros of accounts payable) and the invoicing of some services to CCCC as part of the execution of a partnership project in Mexico (approximately 13,000 thousand euros of accounts receivable).

In the financial year ended December 31, 2023, the main transactions with "Shareholders and companies with common shareholders to the Group" resulted from the execution of a project in Mexico (Trem Maya), in which CCCC (through its participation in the Lamat Consortium) carried out part of it (approximately 132,000 thousand euros in costs and 8,000 thousand euros in revenues).

As of 31 December 2023 and 2022, the directors of Mota-Engil SGPS considered as key management personnel were as follows:

Ana Paula Chaves e Sá Ribeiro
António Manuel Queirós Vasconcelos da Mota
Carlos António Vasconcelos Mota dos Santos
Di Xiao
Francisco Manuel Seixas da Costa
Gonçalo Nuno Gomes de Andrade Moura Martins
Helena Sofia Salgado Cerveira Pinto
Isabel Maria Pereira Anibal Vaz
Jingchun Wang
João Pedro dos Santos Dinis Parreira (1)
José Carlos Barroso Pereira Pinto Nogueira (1)
Leong Vai Tac (2)
Manuel António da Fonseca Vasconcelos da Mota
Maria Paula Queirós Vasconcelos Mota de Meireles
Paulo Sacadura Cabral Portas
Ping Ping
Tian Feng
Xiangrong Wang (3)
(1) Began practicing in January 30, 2023,

(2) Began practicing in May 6, 2022. (3)Stopped practicing January 30, 2023. The remunerations attributed to the members of the Board of Directors during the years ended 31 December 2023 and 2022 arose to 7,510 thousand euros (of which 3,021 thousand euros as fixed remuneration, 2,134 thousand euros as other remuneration, 1,966 thousand euros as variable remuneration and 390 thousand euros as attendance fees) and 4,493 thousand euros (of which 3,095 thousand euros as fixed remuneration, 403 thousand euros as other remuneration, 670 thousand euros as variable remuneration and 325 thousand euros as attendance fees), respectively.

The above-mentioned remunerations were determined by the Remuneration Committee, taking in consideration the individual performance of each director and the evolution of this type of labor market.

The following current and former founding shareholders directors are also beneficiaries of a pension plan with defined benefits:

  • António Manuel Queirós Vasconcelos da Mota
  • Maria Manuela Queirós Vasconcelos Mota dos Santos (stop practicing in June 30, 2021)
  • Maria Paula Queirós Vasconcelos Mota de Meireles
  • Maria Teresa Queirós Vasconcelos Mota Neves da Costa (stop practicing in June 30, 2021)

As of 31 December 2023 and 2022, information regarding the above-mentioned pension plan is disclosed in Note 39, being the liability of the Group towards the above-mentioned directors of 4,264 thousand euros and 10,403 thousand euros, respectively.

Finally, there were no transactions with related parties that exceeded the threshold of 2.5% of the consolidated assets as established in Law No. 50/2020.

42. Consolidation perimeter

As of 31 December 2023, the companies / entities included in the accompanying consolidated financial statements, respective consolidation methods, head quarters, percentage of consolidation, activities, incorporation dates and acquisition dates are presented in Appendix A.

In the years ended 31 December 2023 and 2022, the changes occurred in the consolidation perimeter were as follows:

Participation increases

2023:

Business area - Latin America - E&C
Concesionaria Tultepec AIFA Pirámides, S.A. de C.V. (company already controlled)
Consórcio Mota-Engil Dominicana SAS/IEMCA (company already with shared control)
Constructora Autopista Cardel-Poza Rica, S.A. de C.V. (company already controlled)
Fideicomiso de Vivienda de Bajo Costo Mota Engil, S.R.L. (company already controlled)
Mota-Engil Dominicana S.A.S. (company already controlled)
Operadora Maritima Matamoros SAPI de C.V. (currently controlled company, company previously held with significant influence)
Operadora Tampico Ciudad Victoria, SAPI de C.V. (currently controlled company, company previously held with significant influence)
Tracevia Mexico S.A. de C.V. (company already controlled)
Tracevia S.A. (company already controlled)

2022:

Business area - Africa - E&C
Akwangola, S.A. (company already controlled)
Automatriz, S.A. (company previously held with significant influence)
Icer – Indústria de Cerâmica, Lda. (company previously held with significant influence )
Martinox, S.A. (company already controlled)
Mebisa - Minerais e Britagens, S.A. (company previously held with significant influence )
MEIM Morila SARL (company already controlled)
Mota-Engil Angola, S.A. (company already controlled)
Novicer - Cerâmicas de Angola, (SU) Limitada. (company already controlled)
Prefal – Préfabricados de Luanda, Lda. (company already controlled)
Rentaco Angola - Equipamentos e Transportes, (SU) Limitada. (company already controlled)
Tracevia Angola - Sinalização, Segurança e Gestão de Tráfego, Lda. (company already controlled)
Vista Energy Environment & Services, S.A. (company already controlled)
Vista Multi Services, Lda. (company already controlled)
Vista Power, Lda. (company previously held with significant influence)

Business area - Environment

Vista Waste Management, Lda. (company already controlled)

Business area - Latin America - E&C

AZPAU Entretenimiento, SAPI de C.V. (currently controlled company, company previously held with significant influence)

Concesionaria Cua SAPI de C.V. (currently controlled company, company previously held with significant influence)

Concessionaria Urbana Arco Oriente S.A. de C.V. (currently controlled company, company previously held with significant influence)

Constructora Cuapiaxtla - Cuacnopalan, S.A. de C.V. (currently controlled company, company previously held with significant influence)

Constructora Cuapiaxtla - Cuacnopalan II, S.A. de C.V. (currently controlled company, company previously held with significant influence)

Constructora Tampico Ciudad Victoria, SAPI de C.V. (currently controlled company, company previously held with significant influence)

Grupo Constructor y Desarrollador de Puebla, S.A. de C.V. (currently controlled company, company previously held with significant influence) Lineas Mexico, B.V. (currently controlled company, company previously held with significant influence)

Business area - Capital

Áreagolfe - Gestão, Construção e Manutenção de Campos de Golfe, S.A. (company already controlled)

Lusoponte - Concessionária para a Travessia do Tejo, S.A. (company previously held with significant influence)

Mota-Engil Ativ - Gestão e Manutenção de Ativos, S.A. (company already controlled)

VBT - Projectos e Obras de Arquitectura Paisagística, Lda. (company already controlled)

Vibeiras – Sociedade Comercial de Plantas, S.A. (company already controlled)

In the year ended 31 December 2022, the Group acquired and disposed of, respectively, 20% and 4% of the share capital of Mota-Engil Angola (a controlled company) and its investee companies.

The effects of the above transaction on the attached consolidated financial statements can be summarized as follows:

Mota-Engil
Angola
Book value of acquired non-controlling interests (I) 27,270
Purchase price (settled through the matching of accounts) (II) 16,284
Positive impact on equity attributable to the Group (I) - (II) 10,986

Moreover, also in the year ended December 31, 2022, the Group became holder of 100% of the share capital of Ex-Manvia (a company already controlled) and Ex-Vibeiras (a company already controlled) - now merged into Mota-Engil – Ativ. As a result of this transaction, the Group's non-controlling interests and equity decreased by 678 thousand euros and 1,066 thousand euros, respectively.

Lastly, as a result of the remaining transactions referred above, and the final determination of the fair value of identifiable assets and liabilities in the companies in which control has been gained, there were no material effects in the attached consolidated financial statements of 2023 and 2022.

Companies consolidated through the full consolidation method or by the equity method for the first time in the year

2023:

Business area - Africa - E&C
Lobito Atlantic Holding, S.A.
Lobito Atlântic Railway, S.A.
Mota-Engil Lobito SGPS, S.A.
Shorengil Properties Limited
Business area - Latin America - E&C
Besix - ECB SPE Ltda.
Consorcio Tren Ligero Línea 4 Guadalajara, SAPI de C.V.
Infraestructura y Construcciones de Nuevo León, S.A.P.I. de C.V.
Limafren, S.A.
Mota-Engil Aeropuertos, SAPI de C.V.
Terminal Maritima Matamoros, SAPI DE C.V.

2022:

Business area - Africa - E&C
Luso Global Mining Angola - Prestação de Serviços e Indústria Extractiva, Lda.
Mota-Engil Côte D´Ivoire Mining, SARL
Business area - Latin America - E&C
Concesionaria Alternativas Viales SAS

Mota-Engil Concessões, S.A.

In the years ended December 31, 2023 and 2022, as a result of the first consolidation of the above-mentioned companies, no material effects were produced in the attached consolidated financial statements.

Incorporation of companies

2023:

Business area - Africa - E&C
Mota-Engil BLV de La Paix, SARLU
Mota-Engil Guinée Simandou, SARLU
Mota-Engil Sénégal Mining, SUARL
Business area - Latin America - E&C
Consorcio MEP-PTP
Mota-Engil Fundações Brasil Ltda.
Stiler, SA, Limafren Sociedad Anonima y Otros
Mota-Engil BCircle, Lda.
SCP Financial Investments, S.A.
Business area - Mext
Mota-Engil Energia, S.A.

2022:

Business area - Africa - E&C
Mota-Engil Guinée SARLU
Sociedade Mineira do Moquita, Limitada
Wouri Resources, S.A.

Business area - Latin America - E&C

CMRO Nayarit SAPI de C.V.

Rovella Carranza S.A. - Mota-Engil México S.A.P.I. de C.V. - Unión Transitoria

Business area - Capital
D.I. Investimentos, S.A.
Mota-Engil Capital, S.A. (previously known as "Mota-Engil Capital II, S.A.")
Mota-Engil Real Estate Ajuda, Sociedade Unipessoal, Lda.
Mota-Engil Real Estate Alverca, Sociedade Unipessoal, Lda.
Mota-Engil Real Estate Aurora, Sociedade Unipessoal, Lda.
Mota-Engil Real Estate Freixieiro, Sociedade Unipessoal, Lda.
Mota-Engil Real Estate Grijó, Sociedade Unipessoal, Lda.
Mota-Engil Real Estate Moagem, Sociedade Unipessoal, Lda.

Business area - Mext Colhub - Coliving Beato, Lda.

Mota-Engil Next Investments, SGPS, S.A. previously known as "Mota-Engil Next, SGPS, S.A.")

Merger of companies and corporate reorganisations

2023:

Business area - Latin America - E&C

Operadora APP Coatzacoalcos Villahermosa SAPI de C.V. (in Mota-Engil O&M México, SAPI de C.V.)

2022:

Business area - Capital

Áreagolfe - Gestão, Construção e Manutenção de Campos de Golfe, S.A. (in Mota-Engil Ativ - Gestão e Manutenção de Ativos, S.A.) Vibeiras – Sociedade Comercial de Plantas, S.A. (in Mota-Engil Ativ - Gestão e Manutenção de Ativos, S.A.)

Exit of companies

2023:

Business area - Environment
Citrave - Centro Integrado de Tratamento de Resíduos de Aveiro, S.A. (disposed)
Correia & Correia, Lda. (disposed)
Enviroil II – Reciclagem de Óleos Usados, Lda. (disposed)
Enviroil SGPS, Lda. (disposed)
Resilei – Tratamento de Resíduos Industriais, S.A. (disposed)
Rima – Resíduos Industriais e Meio Ambiente, S.A. (disposed)
SRI - Gestão de Resíduos, Lda. (disposed)
Triu - Técnicas de Resíduos Industriais e Urbanos, S.A. (disposed)

Business area - Latin America - E&C

Consorcio Mepax Limitada (liquidated)

Business area - Mext

Öböl Invest Befektetési És Üzletviteli Tanácsadó Korlátolt Felelősségű Társaság Kft. (liquidated)

PTT - Parque Tecnológico do Tâmega, S.A. (liquidated)

Holding and conected activities

MK Contractors, LLC (liquidated)

In the year ended 31 December 2022, the Group concluded the disposal of its industrial waste business to Urbaser Group. The gains generated with the sale of that business can be summarized as follows:

Industrial Waste Business
Book value of the disposed net assets (I) 20,078
Price (net settled with receivables/payables with the Urbaser Group in January 2024) (II) 56,000
Gain generated in the income statement (III) = (II) - (I) 35,922

2022:

Business area - Africa - E&C
Meecake Holdco Limited (disposed)
Mota-Engil Kenya - Road Construction, Operation and Maintenance, Sociedade Unipessoal Lda. (disposed)
Business area - Environment
InvestAmbiente - Recolha de Resíduos e Gestão de Sistemas de Saneamento Básico, S.A. (liquidated)

Nova Beira - Gestão de Resíduos, S.A. (liquidated)

Business area - Latin America - E&C
Comercializadora Costa Canuva (disposed)
Consorcio ME Colombia (liquidated)
Consórcio Vial el Descanso-Langui (liquidated)
Consórcio Vial Sur del Peru (liquidated)
Consórcio Vial Valle Sagrado (liquidated)
Fideicomiso el Capomo (disposed)
Fideicomiso Fairmont Costa Canuva (disposed)
Mota-Engil Tourism, B.V. (disposed)
Mota-Engil Turismo Holding, S.A.P.I. de C.V. (disposed)
Mota-Engil Turismo, S.A. de C.V. (disposed)
Translei Consórcio Cusco-Quillabanba (liquidated)
Business area - Capital
-------------------------
Belém Grid - Promoção imobiliária e de Animação Turística, S.A. (liquidated)
HL - Sociedade Gestora do Edifício, S.A. (disposed)
Ibercargo Rail, S.A. (disposed)
Öböl I. Ingatlanhasznosítási Beruházó És Szolgáltató Korlátolt Felelősségű Társaság Kft. (liquidated)
Proempar - Promoção e Gestão de Parques Empresariais e Tecnológicos, S.A. (liquidated)
Takargo - Transportes de Mercadorias, S.A. (disposed)
Business area - Capital
Belém Grid - Promoção imobiliária e de Animação Turística, S.A. (liquidated)
HL - Sociedade Gestora do Edifício, S.A. (disposed)
Ibercargo Rail, S.A. (disposed)
Öböl I. Ingatlanhasznosítási Beruházó És Szolgáltató Korlátolt Felelősségű Társaság Kft. (liquidated)
Proempar - Promoção e Gestão de Parques Empresariais e Tecnológicos, S.A. (liquidated)
Takargo - Transportes de Mercadorias, S.A. (disposed)

In the year ended 31 December 2022, the Group sold its operations in Ireland and in the United Kingdom, the Tourism business in Mexico, as well as Takarko and HL. The result generated from these transactions can be summarized as follows:

Ireland and
United
Kingdom
Tourism Takargo HL
Book value of net assets disposed of (I) (998) 24,150 (369) 8,503
Swap recycling (II) - - - 2,862
Foreign exchange recycling (III) 315 (3,656) - -
Price (received in cash - Note 43) (IV) 4,400 9,647 417 12,000
Price (receivable) (V) - 6,431 - -
Gain (recorded under the heading "Gains / (losses) on the
acquisition and disposal of subsidiaries, joint ventures and
associated companies" - Note 11)
(IV) + (V) - (I)
- (II) - (III)
5,083 (4,416) 785 635

Participation decreases

2023:

Business area - Africa - E&C

Vista Energy Environment & Services, S.A. (company already controlled)

Business area - Environment

CTR Santa Luzia Tratamento e Disposição de Resíduos Ltda. (previously controlled company, currently held with significant influence) Vista Waste Management, Lda. (company already controlled)

Business area - Latin America - E&C
Concesionaria Cua SAPI de C.V. (previously controlled company, currently held with significant influence)
FSE Comercializadora Fenix, SAPI de C.V. (company already controlled)
FSE Suministradora Fenix, SAPI de C.V. (company already controlled)
Generadora Fenix, SAPI de C.V. (company already controlled)
Mota-Engil Energia, S.A. de C.V. (company already controlled)
Mota-Engil Energy B.V. (company already controlled)
Mota-Engil Energy Holding México, SAPI de C.V. (company already controlled)
Vías Y Comunicaciones Cua, SAPI de C.V. (previously controlled company, currently held with significant influence)

As mentioned in Note 28, in December 2023, as part of the reorganisation of its portfolio of concessions in Mexico, the Group sold 1% of the share capital of Vias y Comunicaciones to its business partner in Mexico, a subsidiary that held 33% of the share capital of Concessionária Cua. In addition, this sale led to the Group's loss of control over these two entities, since decisions on their relevant activities have to be adopted with a favourable vote of 75% of the voting rights (Concessionária Cua) and 100% of the voting rights (Vias y Comunicaciones), respectively.

Thus, in the year ended 31 December 2023, the gain generated from the sale and loss of control in Concesionária Cua can be demonstrated as follows:

Concesionária
Cua
Concesionária Cua (1%) 674
Vias Y Comunicaciones (1%) (26)
Book value of assets disposed of I 648
Selling price II 757
Gain III = II - I 109
Concesionária Cua (99%) 66,373
Vias Y Comunicaciones (99%) (17,451)
Book value of assets owned IV 48,922
Concesionária Cua (99%) 74,954
Vias Y Comunicaciones (99%) (17,451)
Fair value of previously retained interests V 57,503
Revaluation of retained interests VI = V - IV 8,581
Capital gains (Recorded under the heading "Gains / (losses) on the acquisition and disposal of subsidiaries,
joint ventures and associated companies" - Note 11)
8,690
Recycling of foreign exchange diferences Recorded under the heading "Financial expenses and losses") VII 5,963
Total capital gain generated on the income statement III + VI + VII 14,653

2022:

Business area - Africa - E&C

Infraconnect Eighteen Kenya Limited (previously controlled company, company currently held with significant influence) Infraconnect Fifteen Kenya Limited (previously controlled company, company currently held with significant influence)

Business area - Environment

Mais ITAPEVI - SPE S/A (previously controlled company, company currently held with significant influence)

Business area - Latin America - E&C

Autopista Urbana Siervo de la Nacion, SAPI de C.V. (company in which the Group already held significant influence)

In the financial year ended 31 December 2022, the Group sold and acquired, respectively, 20% and 17.2% of the share capital of Autopista Urbana Siervo de la Nacion (a company in which it held and holds significant influence).

The effects of the above transaction on the attached consolidated financial statements can be summarized as follows:

Autopista
Urbana Siervo
de la Nación
Book value of net assets disposed of (I) 8,530
Sale price (settled by matching accounts) (II) 28,693
Gain (recorded under the heading "Gains / (losses) on the acquisition and disposal of subsidiaries, joint
ventures and associated companies" - Note 11)
(II) - (I) 20,163
Book value of net assets acquired (III) 19,914
Purchase price (settled through the conversion of capital contributions into share capital) (IV) 30,051
Goodwill generated in the transaction (IV) - (III) 10,136

Lastly, as a result of the remaining transactions above mentioned, and of the calculation of fair value for the assets and liabilities identified in the companies in which the Group lost control, there were no material impacts on the attached consolidated financial statements for the periods ending 2023 and 2022.

Acquired companies

2023:

Business area - Latin America - E&C

Alana Capital SAPI de C.V.

Business area - Mext

Edgagrpt, Lda.

Changes in the consolidation method

2023:

Change from Global Integration Consolidation Method to Equity Method at Mext

Sociedade Mineira do Moquita, Limitada

2022:

Change from Proportional Consolidation Method to Equity Method - Latin America - E&C

Consorcio Línea Panama Norte

As a result of the transactions above referred, no material effects were generated in the attached consolidated financial statements.

Additionally, as of 31 December 2023 and 2022, the main situations in which there is dissimilarity between the percentage of share capital held by the Group and the consolidation method adopted are listed below:

Company % used in the
consolidation
Method Rationale
Empresa Construtora do Brasil 50.00% Full consolidation
method
Although not holding the majority of the capital,
the Group holds the majority of the voting rights
through a shareholder's agreement.
Consórcio GDL Túnel 21.88% Full consolidation
method
Although not holding the majority of the capital,
the Group, through a shareholders agreement
established with other shareholder of the
subsidiary, holds the majority of the voting
rights.
Consórcio GDL Viaducto 21.88% Full consolidation
method
Although not holding the majority of the capital,
the Group, through a shareholders agreement
established with other shareholder of the
subsidiary, holds the majority of the voting
rights.
Construtora Grand Canal 2.04% Full consolidation
method
Although holding the majority of the voting
rights, according with the statute of the
subsidiaries, the relevant decisions must be
taken unanimously.
Concessionaria Cua and
Vías y Comunicaciones
50,49%
50,83%
Equity method Although holding the majority of the voting
rights, according with the statute of the
subsidiaries, the relevant decisions must be
taken unanimously.
Mota-Engil Uganda Limited 60.00% Full consolidation
method
Although not holding the majority of the capital,
through a shareholders agreement established
with other shareholder of the subsidiary, the
Group holds the majority of the economic rights
and voting rights.
Resilei (Company disposed in 2023) 50.00% Full consolidation
method
Although not holding the majority of the capital,
the Group holds the majority of the voting rights
because the Group's representative, the
President of the Board of Directors of the
subsidiary, holds quality vote in case of a draw
in relevant decisions.

43. Appendix to the Consolidated Statement of Cash-Flows

In the years ended 31 December 2023 and 2022, the amounts paid related with the acquisition of financial investments can be detailed as follow:

2023 2022
Capital investments in Lobito Atlantic Holding (Africa segment - E&C) 45,249 -
Duro Felguera Loan (Latin America segment - E&C) 39,607 -
Acquisition of Desarrolladora Multimodal Istmo (Latin America segment - E&C) 10,523 -
Capital increase in the Tren Ligero Línea 4 Guadalajara Consortium (Latin America segment - E&C) 8,188 -
Effect of the reclassification of operations in Poland to "Non-current assets held for sale" 6,046 -
INVESURB Fund (Environment segment) 3,533 -
Effect of the reclassification of Mexican Concessionaires to "Non-current assets held for sale" 796 -
Effect of the reclassification of the Suma Group's industrial waste business to "Non-current assets held for
sale"
- 11,536
Granting of loans to Freixo Magnum (Capital segment) - 3,000
Capital contributions to the Maritime Operator Matamoros (Latin America segment - E&C) - 2,206
Loans to Shoreline Natural Resources (Africa segment - E&C) - 1,034
Others 1,416 1,122
115,357 18,898

In the years ended 31 December 2023 and 2022, the amounts received related with the disposal / reimbursement of financial investments can be detailed as follows:

2023 2022
Reimbursement / disposal of public debt securities from Angola, Ivory Coast and Mozambique (Africa - E&C
segment)
28,730 132,193
Partial disposal of Mota-Engil Tourism BV (Latin America – E&C segment) 9,740 -
Disposal of HL (Capital segment) - 12,000
Disposal of Mota-Engil Tourism BV (Latin America - E&C segment) - 9,647
Disposal of the operations in Ireland and in the United Kingdom (Europa - E&C segment) - 4,400
Disposal of Takargo (Capital segment) - 417
Others 1,705 400
40,175 159,056

In the years ended 31 December 2023 and 2022, the amounts paid related with dividends can be detailed as follows:

2023 2022
Shareholders of Mota-Engil SGPS 30,138 20,747
Shareholders of Mota-Engil México 23,655 4,275
Shareholders of Generadora Fenix 4,563 -
Shareholders of Operadora Tampico Ciudad Victoria 1,554 2,078
Others 564 51
60,474 27,151

In the years ended 31 December 2023 and 2022, the amounts received related with dividends can be detailed as follows:

2023 2022
Lineas 13,170 -
BAI 2,140 4,179
Others 1,292 1,206
16,601 5,385

44. Operating segments

In the year ended December 31, 2023, as a result of the individualization of a new business area (Mext), the information by segments presented in the notes to the consolidated financial statements was restated to include the six current business units of the Group:

Africa – E&C; Environment; Latin America – E&C; Europe – E&C; Capital; and Mext.

Thus, the main changes that occurred in the 2023 financial year in the Group's operating segments can be summarized as follows:

(i) transfer of the Capital segment to the Mext segment of real estate companies operating in Portugal and Central Europe, companies operating in the exploration of solar parks and companies operating in the mining area;

(ii) transfer of the Europe - E&C and Africa - E&C segments to the Mext segment of companies that are developing an agroforestry project in Angola.

At the company level, the main changes that occurred in the 2023 financial year in the operating segments can be summarized as follows:

  • (i) Transfer of MERE SGPS, Logz and Luso Global Mining, and their respective investee companies, from the Capital segment to the Mext segment;
  • (ii) Transfer of part of Mamaland from the Europe segment E&C to the Mext segment;
  • (iii) Transfer of part of Mamaland from the Africa segment E&C to the Mext segment.

The Africa - E&C business unit includes the engineering and construction activity (including the provision of industrial engineering services) conducted by the Group, essentially in Angola, Mozambique, Malawi, Ivory Coast, Rwanda, Uganda, South Africa, Guinea and Nigeria.

The Environment business unit is divided into the following sub-segments: (i) Treatment and recovery of waste (whose vehicle is EGF); (ii) Collection of urban waste (whose activity is mainly carried out by SUMA); (iii) Industrial (whose main activity is the collection and treatment of used oils, which was sold in December 2023) and (iv) International (with a presence essentially in Angola, Ivory Coast and Brazil).

The Latin America - E&C business unit includes the engineering and construction activities carried out by the Group, essentially in Mexico, Peru, Brazil and Colombia. In addition, it also includes the power generation and commercialisation business in Mexico and the concession management and operation business in Mexico and Colombia.

The Europe - E&C business unit essentially includes the engineering and construction activity carried out by the Group in Portugal and Poland and, until January 2022, in Ireland and in the United Kingdom.

The Capital business unit is divided into the following sub-segments: (i) Services (which includes essentially the operation and maintenance services currently provided by Mota-Engil Ativ; (ii) Concessions (operating in Portugal and Mozambique), (iii) Tourism (operating in Portugal) and (iv) Energy (decentralised energy production and charging of electric vehicles in Portugal).

Mext business unit is divided into the following sub-segments: (i) Innovation and development (which essentially comprises the internal departments of the sub-holding itself dedicated to innovation, transformation and investment); (ii) Real Estate (activity in Portugal and Central Europe); (iii) Agroforestry (activity in Angola and Malawi), (iv) Mining (activity mainly carried out in Africa) and (v) Energy (activity in Portugal and Africa).

Additionally, the amounts related to Mota-Engil, SGPS and other instrumental companies were included in the item "Other, eliminations and intra-group", which also includes the amounts related to transactions and balances maintained between the companies of the different business segments.

These operating segments were used taking into account the fact that they are units of the Group that carry out activities where revenues and expenses can be identified separately, for which separate financial information is produced, their operating results are reviewed by management and they serve as a basis for decision-making.

The accounting policies used in the preparation of the financial information by segments were the same as those described in Note 1.4..

The consolidated income statement by business segment can be analysed as follows:

2023 Europe - E&C Environment Africa - E&C Latin
America -
E&C
Capital Mext Other,
eliminations
and intra
group
Mota-Engil
Group
Sales and services rendered (a) 665,939 517,843 1,518,378 2,749,905 92,036 41,639 (33,843) 5,551,897
Cost of goods sold, mat. cons. and
changes in production (b)
(152,245) (52,206) (452,552) (873,269) (13,392) (15,489) 24,507 (1,534,647)
Gross margin (c) = (a) + (b) 513,693 465,637 1,065,826 1,876,637 78,644 26,149 (9,337) 4,017,250
Third-party supplies and services (d) (358,766) (190,260) (610,355) (1,141,280) (54,757) (23,190) 51,570 (2,327,038)
Wages and salaries (e) (102,726) (175,514) (197,169) (370,771) (31,481) (3,570) (25,232) (906,464)
Other operating income / (expenses)
(f)
1,451 10,355 62,591 (24,913) 10,496 9,670 (16,100) 53,551
EBITDA (g) = (c) + (d) + (e) + (f) 53,652 110,217 320,893 339,672 2,903 9,059 902 837,298
Amortisations and depreciations (h) (18,633) (77,006) (119,301) (60,334) (4,936) (51) (1,087) (281,349)
Provisions and impairment losses (i) (8,064) 2,526 (20,270) 5,142 (271) (184) (18,703) (39,825)
[of which, Imparment for non-current
assets]
(893) 220 427 - - - - (246)
EBIT (j) = (g) + (h) + (i) 26,954 35,736 181,322 284,480 (2,305) 8,825 (18,887) 516,124
Financial income and gains 12,071 14,120 120,464 84,436 198 798 40,615 272,702
Financial costs and losses (35,171) (54,600) (174,948) (157,249) (2,178) (4,687) (19,909) (448,742)
Gains/(losses) in associates and joint
ventures
(765) 1,341 3,715 (4,074) 8,006 (314) 7,498 15,407
Gains/(losses) on the acquisition and
disposal of subsidiaries, joint
ventures and associated companies
(22) 35,000 41,022 11,000 - (465) (46,300) 40,236
Income before taxes 3,068 31,597 171,575 218,592 3,721 4,156 (36,983) 395,726
2022 restated Europe - E&C Environment Africa - E&C Latin
America -
E&C
Capital Mext Other,
eliminations
and intra
group
Mota-Engil
Group
Sales and services rendered (a) 509,734 556,249 1,183,017 1,521,367 83,014 22,787 (71,910) 3,804,258
Cost of goods sold, mat. cons. and
changes in production (b)
(108,290) (45,984) (362,555) (400,442) (1,471) (721) (5,702) (925,164)
Gross margin (c) = (a) + (b) 401,444 510,265 820,463 1,120,925 81,544 22,067 (77,613) 2,879,094
Third-party supplies and services (d) (267,577) (239,443) (447,794) (770,680) (51,294) (20,870) 91,828 (1,705,829)
Wages and salaries (e) (94,971) (157,235) (183,843) (190,066) (27,700) (3,816) (20,320) (677,951)
Other operating income / (expenses)
(f)
1,295 17,228 36,198 (14,693) 844 3,183 1,334 45,389
EBITDA (g) = (c) + (d) + (e) + (f) 40,192 130,815 225,024 145,486 3,394 564 (4,771) 540,704
Amortisations and depreciations (h) (18,329) (83,092) (114,384) (57,498) (4,373) (64) (916) (278,656)
Provisions and impairment losses (i) (2,948) (6,537) (8,006) (10,237) 618 4,277 4,000 (18,834)
[of which, Imparment for non-current
assets]
(1,198) - 126 (92) - 1,122 (0) (42)
EBIT (j) = (g) + (h) + (i) 18,915 41,186 102,633 77,752 (361) 4,777 (1,687) 243,214
Financial income and gains 7,544 12,937 205,344 226,984 1,249 588 (8,477) 446,170
Financial costs and losses (26,149) (30,103) (254,250) (265,320) (2,012) (1,407) (21,116) (600,357)
Gains/(losses) in associates and joint
ventures
(232) 692 898 (3,063) (9,628) 417 5,438 (5,478)
Gains/(losses) on the acquisition and
disposal of subsidiaries, joint
ventures and associated companies
5,083 8 - 38,449 - 1,423 (0) 44,963
Net monetary position - - 10,550 - - - - 10,550
Income before taxes 5,161 24,720 65,175 74,802 (10,752) 5,797 (25,841) 139,062

In the years ended 31 December 2023 and 2022, the caption "Sales and services rendered - Other, eliminations and intragroup" can be analysed as follows:

Sales and services rendered 2023 2022
Eliminations and intragroup (125,495) (106,159)
Others (Companies not included in the six segments above referred) 91,652 34,248
(33,843) (71,910)

As of 31 December 2023 and 2022, intragroup sales and services rendered can be analysed as follows:

Intragroup - sales and services rendered 2023 2022
Africa - E&C (16,059) (16,055)
Environment (741) (668)
Latin America - E&C (5) (4,317)
Capital (13,455) (10,959)
Europe - E&C (47,994) (32,036)
Mext (1,082) (1,435)
Others (46,160) (40,688)
(125,495) (106,159)

In the years ended 31 December 2023 and 2022, the intragroup sales and services rendered were carried out at prices similar to those practised for sales and services rendered to external customers.

As of 31 December 2023 and 2022, the consolidated financial position by business segment can be analysed as follows:

2023 2022 restated
Assets Liabilities Assets Liabilities
Africa - E&C 2,929,638 2,298,974 2,475,302 1,982,059
-Environment 1,145,186 891,666 1,150,302 947,694
Latin America - E&C 3,025,208 2,601,612 2,352,536 1,868,770
Capital 217,777 113,268 176,655 78,698
Europe - E&C 1,044,922 828,128 935,461 782,075
Mext 320,539 245,101 386,064 192,705
Others (987,390) (28,376) (1,055,493) 15,215
7,695,881 6,950,373 6,420,827 5,867,216

As of 31 December 2023 and 2022, the investment and the financial investments in associated companies and joint ventures companies by operating segment can be analysed as follows:

Investment (a) Investments in associated and
in joint ventures companies
2023 2022 2023 2022
Africa - E&C 270,763 174,804 64,165 9,718
Environment 112,349 75,901 7,420 3,316
Latin America - E&C 69,572 72,248 147,298 126,703
Capital 16,179 9,079 78,633 86,157
Europe - E&C 32,893 17,325 - -
Mext 11,178 162 - -
Others 427 1,125 8,202 26,341
Mota-Engil Group 513,360 350,644 305,718 252,235

(a) Net increase (increases-disposals) occurred in the intangible, tangible and right of use assets' captions, excluding the ones assign to the concessionaries business in Mexico (Note 15).

As of 31 December 2023 and 2022 and in the years ended on those dates, the non-current assets and sales and services rendered by country can be analysed as follows:

2023 Non-current
assets
Sales and
services
rendered
Portugal 1,290,088 952,273
Mexico 522,538 2,242,039
Angola 231,663 427,490
Ivory Coast 172,859 142,333
Mozambique 167,763 229,732
Mali 111,380 295,165
Peru 92,234 233,694
Nigeria 64,946 288,007
Netherlands 63,467 339
Guine 58,982 108,792
Malawi 32,995 37,505
Poland 14,757 208,219
Rest of the world 173,743 386,308
2,997,413 5,551,897
2022 restated Non-current
assets
Sales and
services
rendered
Portugal 1,190,973 813,354
Mexico 534,496 1,170,011
Angola 284,826 367,099
Mozambique 173,157 203,379
Peru 100,665 190,140
Ivory Coast 93,389 159,409
Poland 60,034 33,903
Guinea 58,379 150,995
Malawi 37,841 125,175
Brazil 37,674 3,122
Mali 34,761 43,277
Nigeria 27,354 151,251
Rest of the world 121,807 393,145
2,755,357 3,804,258

45. Financial instruments

Financial instruments, in accordance with the accounting policies described in Note 1.4 i), were classified as follows:

2023 2022
Financial assets
Financial assets recorded at amortised cost
Cash and cash equivalents / other financial aplications 737,653 775,282
Customers - current 959,851 920,678
Other debtors - others - current 446,010 329,892
Customers - non-current 49,214 57,748
Other debtors - others - non-current 112,125 114,812
Other debtors - Assets recorded at fair value through profit or loss - non-current 40,000 -
Associates and related companies - current 93,113 11,231
Associates and related companies - non-current 130,303 78,569
State and other public entities (except corporate income tax) 67,265 93,507
Other financial investments recorded at amortised cost - current 79,279 32,404
Other financial investments recorded at amortised cost - non-current 44,332 93,413
2,759,145 2,507,536
Other financial investments recorded at fair value through other comprehensive income 73,629 63,201
Derivative financial instruments 1,611 4,058
Carrying amount of financial assets 2,834,386 2,574,795
2023 2022
Financial liabilities
Derivative financial instruments - 1,206
- 1,206
Financial liabilities recorded at amortised cost
Loans with and without recourse - current 832,738 807,139
Loans with and without recourse - non-current 1,203,646 1,033,606
Other financial liabilities - current 394,838 206,422
Other financial liabilities - non-current 11,451 13,630
Suppliers and sundry creditors - current 1,499,128 1,285,867
Suppliers and sundry creditors - non-current 28,131 16,642
3,969,932 3,363,304
Financial liabilities outside the scope of IFRS - 9
Lease liabilities - current 160,256 141,236
Lease liabilities - non-current 192,820 208,861
353,076 350,097
Carrying amount of financial liabilities 4,323,009 3,714,608

The impacts on the consolidated statement of comprehensive income arising from the above-mentioned financial instruments can be summarised as follows:

2023 2022
Income statement Income statement
Financial
expenses (Note
9)
Financial income
(Note 9)
Fair value
reserve
Financial
expenses (Note
9)
Financial
income
(Note 9)
Fair value
reserve
Financial assets
At amortised cost - 96,838 - - 67,837 -
At fair value - 31,215 (7,436) - 5,169 3,700
- 128,053 (7,436) - 73,006 3,700
Financial liabilities
At fair value - - - - - 3,989
At amortised cost 27,747 - - 184,002 - -
27,747 - - 184,002 - 3,989

Mota-Engil Group is exposed to a variety of financial risks with special focus given to the interest rate, exchange rate, liquidity and credit risks.

The risk management process is an integral part of the internal control system which consists of the development of management policies and procedures with a view to ensuring the creation of value, protection of its assets, compliance of laws and regulations, and a controlled environment that ensures the fulfilment of the Group's ethical principles and the reliability of the information reported.

Therefore, risk management at the Mota-Engil Group and its subsidiaries, is based on a process intended to be evolutionary regarding the constant identification and monitoring of exposure to the different types of risks inherent to its business, considering the various regions and geographies in which it operates, with the promotion of study and implementation of strategies for the mitigation of the main risks.

The overall risk management of the Mota-Engil Group is the responsibility of the Executive Committee of Mota-Engil SGPS and of the Management and Supervisory Boards of the companies integrating the Group. At the level of the Executive Committee, the Corporate Risk area of responsibility is assigned to an executive director.

The Mota-Engil Group, due to its geographical diversification, operating in 3 continents and 21 countries, is exposed to a variety of financial risks. The roup's financial risk management policy aims at reducing impacts and adverse effects deriving from the uncertainty that characterizes the financial markets. This uncertainty, reflected in various ways, demands special attention and concrete and effective management measures.

The financial risk management activity is coordinated by the Corporate Finance area, who coordinates and monitors the treasury and debt portfolio management, with the aid and support of the Corporate Management Control area, and is carried out according to the guidelines approved by the Board of Directors, with the consultative interventions of the Internal Audit and Risk Committee, without ever ceasing to be the responsibility of the boards of directors of each of the business units of the Group.

The Group's position as to the management of financial risks is cautious and conservative, using, when advisable, hedge instruments, always considering that these are related to the normal and current activity of the Company, never taking positions in derivatives or other financial instruments of a speculative nature.

The different types of financial risk are inter-related and the different management measures are aimed at ensuring the pursuance of the same goal, that is, the protection of its assets and the reduction of cash-flow volatility and expected profitability.

Interest rate risk

The interest rate risk management policy aims at optimizing the cost of debt and obtaining a reduced level of volatility in financial charges, that is, it intends to control and mitigate the risk of losses deriving from variations in the interest rate that serves as index for the roup's financial debt, mainly denominated in Euros. It should be noted that the strategy of allocation of debt to local markets, close to cash flow generation, has contributed to a diversification of currency in terms of debt.

In addition, the Group continues to analyse and evaluate in due course the contracting of hedging instruments that ensure future changes in interest rates.

In the years ended 31 December 2023 and 2022, the sensitivity of the financial results of the Group to changes in the interest rate index used in the loans obtained can be analysed as follows:

Estimated Impact
2023 2022
Change in the interest expenses due to a 1 p.p. change in the interest rate applied to the
average gross debt of the year (excluding leasing, factoring and payment management
operations)
19,386 18,156
Fixed-rate coverage (7,722) (8,280)
Interest-rate derivative financial instruments coverage (1,852) (2,062)
Sensitivity of the financial results to interest rate changes 9,812 7,814

The average interest rates supported in the main loans obtained by the Group in the years ended 31 December 2023 and 2022 were as follows

2023 2022
Average rates
(%)
Rates range
(%)
Average rates
(%)
Rates range
(%)
Non-convertible bond loans 5.75 [4.71; 11.68] 4.99 [3.17; 8.1]
Amounts owed to credit institutions:
Bank loans 9.34 [2.34; 24.6] 5.93 [0.69; 36.07]
Overdraft facilities 8.83 [5.93; 23] 9.23 [2.5; 23]
Revolving facilities 7.35 [3.25; 23.1] 5.12 [2; 19.5]
Issued commercial paper 7.26 [2.5; 9.25] 4.68 [2; 7.71]

As of 31 December 2023 and 2022, 53% and 46% of gross debt (corresponding to loans with and without recourse added of factoring operations and management of payments to suppliers and lease liabilities), including the effect of derivative financial instruments, was contracted at a variable interest rate and its average cost arose to 7.60% and 5.39%, respectively.

As of 31 December 2023 and 2022, the detail of the financial instruments of the Group in accordance with the type of interest rate established is as follows:

2023 Fixed rate Variable rate Not subject to
interest rate
Total
Financial assets
Financial assets recorded at amortised cost
Cash and cash equivalents / other financial applications 227,083 - 510,570 737,653
Customers 27,955 - 981,111 1,009,065
Other debtors - others 34,273 153,070 370,792 558,135
Other debtors - Assets recorded at fair value by profit or loss - - 40,000 40,000
Associates and related companies 15,741 191,869 15,806 223,416
State and other public entities (except corporate income tax) - - 67,265 67,265
Other financial investments recorded at amortised cost 103,695 19,915 - 123,610
408,747 364,855 1,985,544 2,759,145
Other financial investments recorded at fair value through other
comprehensive income
- - 73,629 73,629
Derivative financial instruments 1,611 - - 1,611
Carrying amount of financial assets 410,358 364,855 2,059,173 2,834,386
2023 Fixed rate Variable rate Not subject to
interest rate
Total
Financial liabilities
Financial liabilities recorded at amortised cost
Loans with and without recourse 772,179 1,264,205 - 2,036,384
Other financial liabilities 26,377 379,912 - 406,289
Suppliers and sundry creditors 94,443 - 1,432,817 1,527,260
892,999 1,644,116 1,432,817 3,969,932
Financial liabilities outside the scope of IFRS - 9
Lease liabilities 150,045 203,031 - 353,076
Carrying amount of financial liabilities 1,043,044 1,847,148 1,432,817 4,323,009
2022 Fixed rate Variable rate Not subject to
interest rate
Total
Financial assets
Financial assets recorded at amortised cost
Cash and cash equivalents / other financial aplications 332,216 - 443,065 775,282
Customers 35,001 - 943,426 978,427
Other debtors - others 44,467 66,517 333,720 444,704
Associates and related companies 8,608 69,913 11,280 89,800
State and other public entities (except corporate income tax) - - 93,507 93,507
Other financial investments recorded at amortised cost 106,552 19,265 - 125,817
526,844 155,695 1,824,998 2,507,536
Other financial investments recorded at fair value through other
comprehensive income
- - 63,201 63,201
Derivative financial instruments 4,058 - - 4,058
Carrying amount of financial assets 530,902 155,695 1,888,199 2,574,795
2022 Fixed rate Variable rate Not subject to
interest rate
Total
Financial liabilities
Financial liabilities recorded at amortised cost
Loans with and without recourse 842,333 998,411 - 1,840,744
Other financial liabilities 4,962 215,089 - 220,051
Suppliers and sundry creditors 78,185 - 1,224,324 1,302,509
Derivative financial instruments 1,206 - - 1,206
926,686 1,213,501 1,224,324 3,364,511
Financial liabilities outside the scope of IFRS - 9
Lease liabilities 156,326 193,771 - 350,097
Carrying amount of financial liabilities 1,083,012 1,407,272 1,224,324 3,714,608

Exchange rate risk

Mota-Engil Group operationalises its business on an international level through various companies in different jurisdictions and is therefore exposed to exchange rate risk.

It should be noted that regarding the analysis of the exchange rate risk, there is a continuous and systematic monitoring of the variations to which the Group is subjected. This monitoring is performed by the Corporate Finance and Business Control areas, consolidating and reporting information from all companies operating in different geographies, in terms of cash flows, balances and debt.

The Group's exposure to exchange rate risk results mainly from the presence of several of its subsidiaries in different markets, namely in Africa and Latin America, which bring new challenges with the exposure to new currencies and new economic and financial realities.

The exchange rate risk management policy aims at reducing the volatility in investments and operations expressed in foreign currency (other than Euro), contributing to a smaller sensitivity to the exchange rate fluctuations.

The risk of exchange rate in the Mota-Engil Group is summarized in two ways:

  • Transaction risk risk associated with cash flows and the values of the financial instruments recorded in the statement of financial position, in which changes to exchange rates have an impact on the results and on the cash flows; and
  • Translation risk risk associated with fluctuations in the value of equity invested in foreign Group companies, due to exchange rate changes.

In terms of exchange rate risk management, it is sought, where possible or advisable, natural hedges to manage exposure by means of financial debt denominated in foreign currency in which the values at risk are expressed. Whenever such is not possible or advisable, the contracting or performance of operations based on derivative is promoted, structured aiming at reducing their cost, namely for covering risks in future exchange transactions, with a large level of certainty as to the amount and date of performance.

Moreover, and mainly in the African markets, a significant part of the contracts executed by the Group are denominated in Euro or US Dollar, and the exchange rate is, whenever possible, indexed to the contract value recorded in national currency with the purpose to eliminate any volatility risk with value loss.

As of 31 December 2023 and 2022, the assets and liabilities of the Group expressed in accordance with the functional currency of the country in which each affiliate operates, were as follows:

2023 2022 restated
Currency Assets Liabilities Assets Liabilities
U.S. Dollar (USD) 552,348 441,654 557,089 518,104
Euro (EUR) 2,936,308 3,146,503 2,836,302 2,917,569
CFA Franc (West Africa) 87,800 91,403 89,432 91,830
Malawi Kwacha (MWK) 15,504 32,797 52,935 45,205
Angolan Kwanza (AOA) 802,042 509,301 667,899 385,167
Mozambican Metical (MZM) 277,335 99,588 237,705 74,820
Peruvian Novo Sol (PEN) 196,530 136,724 190,307 139,074
Mexican Peso (MXN) 2,436,102 2,094,312 1,529,316 1,347,021
Brazilian Real (BRL) 189,288 161,164 92,943 109,391
Polish Zloty (PLN) 184,003 134,611 152,140 112,990
Other 18,621 102,315 14,760 126,046
7,695,881 6,950,373 6,420,827 5,867,216

In the years ended 31 December 2023 and 2022, the sensitivity of the net profit and the equity of the Group to exchange rate changes in the major currencies on which it is exposed can be analysed as follows:

2023 Net profit Equity
Estimated impact of the appreciation by 1%:
of US Dollar (USD) to Euro (EUR) 53 417
of Malawian Kwacha (MWK) to Euro (EUR) (91) (40)
of Angolan Kwanza (AOK) to Euro (EUR) 285 1,342
of Mozambican Metical (MZM) to Euro (EUR) (10) 82
of Peruvian Novo Sol (PEN) to Euro (EUR) 51 543
of Mexican Peso (MXN) to Euro (EUR) 643 693
of Brazilian Real (BRL) to Euro (EUR) 120 (77)
of Polish Zloty (PLN) to Euro (EUR) 15 490
2022 Net profit Equity
Estimated impact of the appreciation by 1%:
of US Dollar (USD) to Euro (EUR) 170 90
of Malawian Kwacha (MWK) to Euro (EUR) (262) 340
of Angolan Kwanza (AOK) to Euro (EUR) 269 1,628
of Mozambican Metical (MZM) to Euro (EUR) 213 1,424
of Peruvian Novo Sol (PEN) to Euro (EUR) 46 471
of Mexican Peso (MXN) to Euro (EUR) 200 619
of Brazilian Real (BRL) to Euro (EUR) (101) (26)
of Polish Zloty (PLN) to Euro (EUR) 19 393

Regarding the above-mentioned analysis, the impact of +1% exchange rate change was taken into consideration in the translation of the financial statements of the affiliates with a functional currency different from Euro to Euro in the net profit and in the equity of the Group.

Non
convertible
bond loans
Amounts
owed to credit
institutions
Commercial
paper issues
Other loans Total
2023
US Dollar 116,592 5,882 122,475
Euros 325,896 1,070,278 114,784 55 1,511,014
CFA Franc - 34,855 - - 34,855
Angolan Kwanza - 81,407 - - 81,407
Peruvian Nuevo Sol - 297 - - 297
Nigerian Naira - 56,731 - - 56,731
Mexican Peso - 138,778 - - 138,778
Brazilian Real - 52,251 - 20,617 72,869
Polish Zloty 3,629 7,574 - - 11,202
Others - 6,757 - - 6,757
329,525 1,565,520 114,784 26,555 2,036,384
2022
US Dollar - 70,829 - - 70,829
Euros 409,001 876,355 137,952 55 1,423,362
CFA Franc - 17,611 - - 17,611
Angolan Kwanza - 24,124 - - 24,124
Peruvian Nuevo Sol - 2,406 - - 2,406
Mexican Peso - 168,035 - - 168,035
Brazilian Real - 60,200 - - 60,200
Polish Zloty - 19,218 - - 19,218
Others - 54,959 - - 54,959
409,001 1,293,737 137,952 55 1,840,744

As of 31 December 2023 and 2022, the loans obtained by the Group were denominated in the following currencies:

Liquidity risk

Liquidity risk management involves the maintenance of an adequate level of cash, as well as, negotiating credit limits that ensure the funds needed to meet commitments when they become due.

The Mota-Engil Group's policy of managing liquidity risk seeks to guarantee that there are funds available (balances and financial revenue flows) at every moment in the Group and its subsidiaries, sufficient for them to meet, in a timely manner, all the financial obligations assumed (financial expenditure flows).

Obtaining high levels of financial flexibility, fundamental for managing this risk, has been achieved by using the following management measures:

  • ꟷ Establishment of partnerships with financial entities, ensuring their financial support to the Group with a medium and longterm vision, regardless of the context that may condition business;
  • ꟷ Contracting and maintaining short-term exceeding credit lines, created as liquidity reserves, available for use at any moment;
  • ꟷ Performing an accurate financial planning by company by creating and periodically reviewing treasury budgets, allowing an anticipated forecast of future treasury excess and deficit and the optimization and management of the financial flows between the roup's subsidiaries;
  • ꟷ Financing of medium and long-term investments, adapting debt maturity and payment plan deriving from financing to the ability to generate cash flows in each project or company;
  • ꟷ Starting the negotiation process for refinancing of medium- and long-term loans due for that year with at least one year of antecedence regarding relevant maturity;
  • ꟷ Procurement of medium-term and long-term financing so as to reduce its dependence on more volatile short-term funds, creating, this way, some immunisation against circumstantial factors of the financial markets;
  • ꟷ Scaling financial debt maturity throughout time, seeking to extend average maturity of the debt to make it coincide with the level of permanence of some long-term assets held by the Group;
  • ꟷ Search for new financing sources and new financiers with the purpose of:
    • Geographical diversification capturing resources in the different markets where the Group operates;
    • Diversification of debt instruments capture of funds from alternative sources, strengthening the strategic objective of obtaining a greater banking disintermediation.

As of 31 December 2023 and 2022, the liquidity position of the Group (including capital and interests) is detailed as follows:

2023
< 1 year Between 1 and More than 2 Undetermined Total
Financial assets 2 years years
Financial assets recorded at amortised cost
Cash and cash equivalents / other financial applications 737,653 - - - 737,653
Customers 963,083 42,916 9,457 - 1,015,456
Other debtors - others 469,806 74,856 61,484 - 606,145
Associates and related companies 116,051 143,681 - - 259,733
State and other public entities (except corporate income
tax)
67,265 - - - 67,265
Other financial investments recorded at amortised cost 82,202 11,599 36,494 - 130,295
Financial assets recorded at fair value
Other debtors - Assets recorded at fair value through profit
or loss
- 40,000 - - 40,000
Other financial investments recorded at fair value through
other comprehensive income
- - - 73,629 73,629
Derivative financial instruments 755 - 857 - 1,611
Total financial assets within the scope of IFRS - 9 2,436,815 313,052 108,292 73,629 2,931,787
Other non financial assets
Inventories 532,891 - - - 532,891
Contract assets 688,543 21,997 - - 710,540
Other current and non-current assets 148,969 48,271 - - 197,239
Corporate income tax 43,496 - - - 43,496
Non-current assets held for sale 826,795 - - - 826,795
Total non financial assets 2,240,693 70,267 - - 2,310,961
Total assets 4,677,508 383,319 108,292 73,629 5,242,748
Financial liabilities recorded at amortised cost
Loans with and without recourse 1,008,133 567,310 771,874 - 2,347,317
Other financial liabilities 435,937 12,609 - - 448,546
Suppliers and sundry creditors 1,504,795 22,528 5,604 - 1,532,926
Total financial liabilities within the scope of IFRS - 9 2,948,865 602,447 777,478 - 4,328,790
Financial liabilities outside the scope of IFRS - 9
Lease liabilities 182,273 97,655 108,593 - 388,522
Total financial liabilities 182,273 97,655 108,593 - 388,522
Other non financial liabilities
Contract liabilities 737,499 304,505 - - 1,042,004
Other current and non-current liabiliites 723,789 151,116 - - 874,905
Corporate income tax 43,884 - - - 43,884
Non-current liabilities held for sale 308,806 - - - 308,806
Total non financial liabilities 1,813,977 455,622 - - 2,269,599
Total liabilities 4,945,116 1,155,724 886,071 - 6,986,911
Liquidity Gap (267,607) (772,405) (777,780) 73,629 (1,744,163)
2022 restated
< 1 year Between 1 and
2 years
More than 2
years
Undetermined Total
Financial assets
Financial assets recorded at amortised cost
Cash and cash equivalents / other financial applications 775,282 - - - 775,282
Customers 924,840 44,499 18,311 - 987,650
Other debtors - others 339,409 119,758 19,782 - 478,948
Associates and related companies 17,912 84,414 - - 102,326
State and other public entities (except corporate income
tax)
93,507 - - - 93,507
Other financial investments recorded at amortised cost 39,194 79,742 20,160 - 139,096
Financial assets recorded at fair value
Other financial investments recorded at fair value through
other comprehensive income
- - - 63,201 63,201
Derivative financial instruments 58 - 4,000 - 4,058
Total financial assets within the scope of IFRS - 9 2,190,201 328,413 62,253 63,201 2,644,069
Other non financial assets
Inventories 528,757 - - - 528,757
Contract assets 589,669 5,139 - - 594,808
Other current and non-current assets 79,073 40,742 - - 119,815
Corporate income tax 39,021 - - - 39,021
Non-current assets held for sale 167,256 - - - 167,256
Total non financial assets 1,403,776 45,881 - - 1,449,657
Total assets 3,593,976 374,294 62,253 63,201 4,093,725
Financial liabilities recorded at amortised cost
Loans with and without recourse 906,355 477,713 622,812 - 2,006,880
Other financial liabilities 216,995 14,284 - - 231,279
Suppliers and sundry creditors 1,295,250 8,699 7,943 - 1,311,891
Financial liabilities
Derivative financial instruments 1,206 - - - 1,206
Total financial liabilities within the scope of IFRS - 9 2,419,806 500,697 630,755 - 3,551,257
Financial liabilities outside the scope of IFRS - 9
Lease liabilities 154,661 91,792 126,518 - 372,971
Total financial liabilities 154,661 91,792 126,518 - 372,971
Other non financial liabilities
Contract liabilities 636,123 294,423 - - 930,546
Other current and non-current liabilities 633,181 141,368 - - 774,549
Corporate income tax 32,238 - - - 32,238
Non-current liabilities held for sale 73,237 - - - 73,237
Total non financial liabilities 1,374,780 435,791 - - 1,810,571
Total liabilities 3,949,246 1,028,280 757,272 - 5,734,799
Liquidity Gap (379,367) (653,986) (695,019) 63,201 (1,665,170)

In accordance with the liquidity management policy defined by the Group, and in order to mitigate the liquidity gap presented above, on 31 December 2023, the Group maintained unused credit lines of, approximately, 504 million euros (326 million euros on 31 December 2022). Furthermore, after 31 December 2023, the Group has already refinanced or is in the process of refinancing, approximately, 236 million euros of bank debt (circa of 453 million euros on 31 December 2022).

Credit risk

The credit risk management policy seeks to guarantee that the Group's affiliates promote the effective collection and receipt of their credits over third parties within the terms established and / or negotiated for the purpose.

The mitigation of this risk is achieved preventively, before the exposure to risk, through the use of entities that provide information and credit risk profiles that allow a substantiated decision to grant credit.

Subsequently, after the credit is granted, the Group promotes the maintenance of credit and collection control structures implemented at the level of each market, and in some more particular cases, it is promoted the use of credit insurance with reputable specialized insurance companies. These measures contribute to the maintenance of credits over customers within levels not likely to affect the financial health of the Group 'affiliates.

In addition, the significant development of the roup's activity in Africa and Latin America was in part promoted by the development of a close business strategy, focused on a large and growing number of customers, spread across various business areas and geographic poles, which allowed to mitigate the risk.

Furthermore, it should be noted that some of the largest projects that the Group has in progress are promoted by some of the largest private conglomerates in the world, which gives additional security in terms of financial strength and credit coverage.

The growing number of infrastructure projects in the Africa and Latin America regions, supported by multi-lateral entities acting as project financiers that promote the economic and social development in areas such as Environment, Energy and Logistics, ensures additional comfort in terms of credit risk.

Lastly, despite the trend strengthened in recent years towards the development of larger projects, the Group has significantly widespread commercial relationships, often relying in these projects on the receipt of advances that allow a significant reduction in credit risk.

As of 31 December 2023 and 2022, the Group's exposure to credit risk was as follows:

2023 2022
Financial assets
Financial assets recorded at amortised cost
Cash and cash equivalents / other financial applications 737,653 775,282
Customers - current 959,851 920,678
Other debtors - others - current 446,010 329,892
Customers - non-current 49,214 57,748
Other debtors - others - non-current 112,125 114,812
Other debtors - Assets recorded at fair value through profit or loss 40,000 -
Associates and related companies - current 93,113 11,231
Associates and related companies - non-current 130,303 78,569
State and other public entities (except corporate income tax) 67,265 93,507
Other financial investments recorded at amortised cost - current 79,279 32,404
Other financial investments recorded at amortised cost - non-current 44,332 93,413
2,759,145 2,507,536
Derivative financial instruments 1,611 4,058
Financial assets outside the scope of IFRS - 9
Contract assets 710,540 594,808
710,540 594,808
Carrying amount of financial assets 3,471,296 3,106,402

As of 31 December 2023 and 2022, the quality of the Group's credit risk was as follows:

2023 Customers and other
debtors – others
(a)
Cash and cash
equivalents
Aaa; Aa1; Aa2; Aa3 - -
Aa1; Aa2; Aa3 4,905 372
A1; A2; A3 38,272 49,199
Baa1; Baa2; Baa3 149,531 151,962
Ba1; Ba2;Ba3 25,183 265,938
B1; B2; B3 404,654 168,873
Caa1; Caa2; Caa3 29,251 -
Without rating or information 1,145,579 101,308
Total 1,797,376 737,653

(a) Gross of impairment

2022 Customers and other
debtors - others
Cash and cash
equivalents
Aaa; Aa1; Aa2; Aa3 - 32
Aa1; Aa2; Aa3 - 16,894
A1; A2; A3 6,514 106,401
Baa1; Baa2; Baa3 135,449 126,328
Ba1; Ba2;Ba3 34,135 155,462
B1; B2; B3 481,188 263,432
Caa1; Caa2; Caa3 67,962 685
Without rating or information 931,481 106,048
Total 1,656,729 775,282

(a) Gross of impairment

As of 31 December 2023 and 2022, the aging of the accounts receivable associated with customers and other debtors – others, which were not impaired, was as follows:

Aging in the balance sheet - Customers and other debtors - others 2023 2022
Overdue amounts
] 0 ; 3 ] months 361,456 244,956
] 3 ; 12] months 191,562 216,731
] 1 ; 3 ] years 151,256 186,297
Over 3 years 96,221 114,563
800,496 762,547
Non overdue amounts 766,704 660,583
Total 1,567,200 1,423,130

As of 31 December 2023 and 2022, the Group's exposure to current balances older than one year, net of accumulated impairment losses and credit balances maintained with the respective third parties, resulted, essentially, from confirmed debts of public organisms (State and public institutions of Angola, Mozambique, Ivory Coast and Malawi), of balances receivable from Group partners, namely from the ones of Mota-Engil Angola and Mota-Engil México and accounts receivable from associated companies.

The Group's credit risk arises essentially from: i) the risk of recovery of the monetary items delivered to the custody of third parties, and ii) the risk of recovery of the credit granted to entities outside the Group. The credit risk is assessed in its initial recognition and throughout time, in order to monitor its evolution.

A significant part of the accounts receivable from customers and other debtors is widespread among a high number of entities, with the exception of two Mexican state-owned clients, which contributes to the reduction of the credit risk concentration. Generally, a significant portion of the Group's customers have not a credit rating attributed.

For financial assets other than those recorded under the captions "Customers and other debtors" and "Contract assets", the Group considers the probability of default at the initial recognition of the asset and depending upon the occurrence of a significant increase in the credit risk on each reporting period.

In order to assess whether there was a significant increase in the credit risk, the Group takes in consideration, among others, the following indicators:

• Internal credit risk;

  • External credit risk (if available);
  • Current or expectable adverse changes regarding the debtor's operating results;
  • Significant increase in the credit risk of other financial instruments issued by the debtor;
  • Significant changes in the fair value of the collaterals received or in the quality of third parties' guarantees; and
  • Significant changes in the performance and in the expectable behaviour of the debtor, including changes in the debtor's payment conditions regarding the group to which it belongs, as well as others that affect its operating results.

With regard to public debt securities held by the Group, recorded under the captions "Other financial investments recorded at amortised cost", it is assumed that there is a significant increase in credit risk (and the determination of impairment for all contractual cash flows of the assets until the maturity date) if the debtor's external rating falls by notch's (calculated taking into account the ratings assigned by at least two of the three main rating agencies - Moody's, Standard & oor's and Fitch) and provided that the final rating is below the Caa2 or CCC level. In general, the impairment loss determined results from the application of the following formula: exposure to risk x probability of default x loss given default.

On the other hand, regardless of the analysis above, and regarding the remaining cases, a significant increase in the credit risk is presumed if a debtor delays its payments for more than 90 days counted from the payment date established in the respective contract.

For financial assets recorded under the captions "Customers and other debtors" and "Contract assets", the Group applies the simplified approach in order to determine and record the expected credit losses required by IFRS 9 (Note 1.4 i)).

In the years ended 31 December 2023 and 2022, the main information used to determine the expected impairment losses (average rates) was as follows:

2023 2022
Aging Private
customers
Public
customers
Private
customers
Public
customers
Non overdue amounts 0.65% 0.00% 3.22% 0.00%
Overdue amounts
] 0 ; 3 ] months 1.66% 0.00% 7.35% 0.00%
] 3 ; 6] months 3.05% 0.00% 9.66% 0.00%
] 6 ; 12] months 4.50% 0.00% 14.85% 0.00%
] 1 ; 2 ] years 9.76% 0.00% 22.63% 0.00%
] 2 ; 3 ] years 12.36% 0.00% 18.00% 0.00%
Over 3 years 15.98% 0.00% 23.81% 0.00%
Forward looking ratios 94.60% 100.00% 95.86% 100.00%

Fair value

As of 31 December 2023 and 2022, the Group's financial instruments recorded at fair value were as follows:

2023
Amortised cost Fair value
through profit
and loss
Fair value
through other
comprehensive
income
Fair value
through other
comprehensive
income
designated at
initial
recognition
Total Fair value
hierarchy
Financial assets
Assets recorded at amortised cost
Cash and cash equivalents / other financial
applications
737,653 - - - 737,653
Customers - current 959,851 - - - 959,851
Other debtors - others - current 446,010 - - - 446,010
Customers - non-current 49,214 - - - 49,214
Other debtors - others - non-current 112,125 - - - 112,125
Other debtors - Assets recorded at fair value
through profit or loss - non-current
- 40,000 - - 40,000
Associates and related companies - current 93,113 - - - 93,113
Associates and related companies - non-current 130,303 - - - 130,303
State and other public entities (except corporate
income tax)
67,265 - - - 67,265
Other financial investments recorded at amortised
cost - current
79,279 - - - 79,279
Other financial investments recorded at amortised
cost - non-current
44,332 - - - 44,332
Other financial investments recorded at fair value
through other comprehensive income
- - - 73,629 73,629 Level 3
Derivative financial instruments - - 1,611 - 1,611 Level 2
Carrying amount of financial assets 2,719,145 40,000 1,611 73,629 2,834,386
2023
Amortised
cost
Fair value
through
profit and
loss
Fair value
through other
comprehensive
income
Total Fair value
hierarchy
Financial liabilities
Financial liabilities recorded at amortised cost
Loans with and without recourse - current 832,738 - - 832,738
Loans with and without recourse - non 1,203,646 - - 1,203,646
current
Other financial liabilities - current
394,838 - - 394,838
Other financial liabilities - non-current 11,451 - - 11,451
Suppliers and sundry creditors - current 1,489,128 10,000 - 1,499,128 Level 3
Suppliers and sundry creditors - non-current 28,131 - - 28,131
Financial liabilities outside the scope of IFRS - 9
Lease liabilities - current 160,256 - - 160,256
Lease liabilities - non-current 192,820 - - 192,820
Carrying amount of financial liabilities 4,313,009 10,000 - 4,323,009
Amortised cost Fair value
through profit
and loss
Fair value
through other
comprehensive
income
Fair value
through other
comprehensive
income
designated at
initial
recognition
Total Fair value
hierarchy
Financial assets
Assets recorded at amortised cost
Cash and cash equivalents / other financial
applications
775,282 - - - 775,282
Customers - current 920,678 - - - 920,678
Other debtors - others - current 329,892 - - - 329,892
Customers - non-current 57,748 - - - 57,748
Other debtors - others - non-current 114,812 - - - 114,812
Associates and related companies - current 11,231 - - - 11,231
Associates and related companies - non-current 78,569 - - - 78,569
State and other public entities (except corporate
income tax)
93,507 - - - 93,507
Other financial investments recorded at amortised
cost - current
32,404 - - - 32,404
Other financial investments recorded at amortised
cost - non-current
93,413 - - - 93,413
Other financial investments recorded at fair value
through other comprehensive income
- - - 63,201 63,201 Level 3
Derivative financial instruments - - 4,058 - 4,058 Level 2
Carrying amount of financial assets 2,507,536 - 4,058 63,201 2,574,795
2022
Amortised cost Fair value
through profit
and loss
Fair value
through other
comprehensive
income
Total Fair value
hierarchy
Financial liabilities
Derivative financial instruments - - 1,206 1,206 Level 2
Financial liabilities recorded at amortised cost
Loans with and without recourse - current 807,139 - - 807,139
Loans with and without recourse - non-current 1,033,606 - - 1,033,606
Other financial liabilities - current 206,422 - - 206,422
Other financial liabilities – non-current 13,630 - - 13,630
Suppliers and sundry creditors - current 1,281,567 4,300 - 1,285,867 Level 3
Suppliers and sundry creditors - non-current 16,642 - - 16,642
Financial liabilities outside the scope of IFRS - 9
Lease liabilities - current 141,236 - - 141,236
Lease liabilities - non-current 208,861 - - 208,861
Carrying amount of financial liabilities 3,709,101 4,300 1,206 3,714,608

Until the year ended 31 December 2022, the Zimbabwe economy was considered hyperinflationary. Therefore, the Zimbabwe branch of Mota-Engil Engenharia e Construção África, whose functional currency was, until 31 December 2022, the Zimbabwe Dollar (US dollar from 1 January 2023 onwards), carried out the restatement of its financial statements to the current measuring unit.

As of 31 December 2022 and in the year ended on that date, the impact of considering the Zimbabwe economy as hyperinflationary on the accompanying consolidated financial statements can be summarized as follows:

2022 restated Before
the application
of
IAS 29
Impact of IAS
29
After
the application
of
IAS 29
Sales and services rendered 3,804,258 - 3,804,258
Cost of goods sold, mat. cons. and changes in production (925,164) - (925,164)
Third-party supplies and services (1,705,829) - (1,705,829)
Wages and salaries (677,951) - (677,951)
Other operating income / (expenses) 45,389 - 45,389
Amortisations and depreciations (278,656) - (278,656)
Impairment losses (2,632) - (2,632)
Provisions (16,202) - (16,202)
Financial income and gains 446,170 - 446,170
Financial costs and losses (600,357) - (600,357)
Gains / (losses) in associates and joint ventures (5,478) - (5,478)
Gains / (losses) on the acquisition and disposal of subsidiaries, joint ventures and associated
companies
44,963 - 44,963
Net monetary position - 10,550 10,550
Income before taxes 128,512 10,550 139,062
Income tax (39,655) - (39,655)
Consolidated net profit of the year 88,858 10,550 99,407
Attributable:
to non-controlling interests 46,985 - 46,985
to the Group 41,872 10,550 52,422
2022 restated Before
the application
of
IAS 29
Impact of IAS
29
After
the application
of
IAS 29
Assets
Total non-current assets 2,755,351 6 2,755,357
Total current assets 3,665,471 - 3,665,471
Total assets 6,420,821 6 6,420,827
Liabilities
Total non-current liabilities 2,050,566 2 2,050,567
Total current liabilities 3,816,649 - 3,816,649
Total Liabilities 5,867,215 2 5,867,216
Shareholders' equity
Share capital 306,776 - 306,776
Own shares (10,232) - (10,232)
Reserves, retained earnings and share premiums (105,025) (11,118) (116,143)
Consolidated net profit of the year 41,300 11,123 52,422
Own funds attributable to the Group 232,819 5 232,824
Non-controlling interests 320,787 - 320,787
Total shareholders' equity 553,606 5 553,611
Total shareholders' equity and liabilities 6,420,821 6 6,420,827

47. Subsequent events

In 2024, up to the date of issuance of this report, the following material facts stand out, the details of which are adequately disclosed as privileged information on the websites of Mota-Engil and the CMVM.

"MOTA-ENGIL INFORMS ON THE AWARD OF CONTRACTS IN ANGOLA AND MEXICO WORTH AROUND 975 MILLION EUROS

Mota-Engil S.G.P.S., S.A. (Mota-Engil) informs that its subsidiary Mota-Engil Engenharia e Construção África, S.A. (Mota-Engil Africa) has signed three new contracts in Angola, worth approximately 875 million euros, which are detailed below:

  • Contract with the Ministry of Public Works, Urbanism and Housing (MINOPUH), regarding the contract for the "Design, conception and construction, and completion of the infrastructures of the Corimba waterfront" in Luanda, which consists of the construction of the Corimba waterfront and associated works, namely the construction of 2,000 social houses, construction of 4 road junctions, and rehabilitation of some urban access roads to the waterfront, as well as the construction of the Cambanda Corridor. This contract will have a duration of 36 months and an initial value of around US\$670 million.

  • Contract also with MINOPUH, regarding the contract for the "Rehabilitation of the general infrastructures of the Nova Vida urbanization, in the municipality of Kilamba Kiaxi" in Luanda, which includes the construction and rehabilitation of the general infrastructures of the Nova Vida urbanization, including, among others, earthworks and paving, water supply and rainwater and wastewater drainage networks and remodeling and expansion of a WWTP. This contract will have a duration of 24 months and an initial value of around 228 million dollars.

  • Contract with the General Tax Administration, regarding the "Construction, restructuring and improvement of the Luvo border post", which consists of the construction, restructuring and modernization of the Luvo Border Post, in the Province of Zaire on the border of Angola with the Democratic Republic of Congo. This contract will have a duration of 20 months and a value of about 57 million dollars.

In Mexico, Mota-Engil Mexico also signed a new contract worth around 100 million euros (1,997 million Mexican pesos) related with the construction of an overpass connecting Chalco and Santa Martha for the exclusive use of Metrobus. The construction of that overpass will take an estimated time of 8.5 months and will connect the State of Mexico to the country's capital, improving the flow of traffic in that area and reducing the transport time for users.

"MOTA-ENGIL INFORMS ON THE AWARD OF CONSTRUCTION CONTRACTS IN PORTUGAL AND PERU WORTH AROUND 540 MILLION EUROS

Mota-Engil S.G.P.S., S.A. (Mota-Engil) informs that its subsidiary Mota-Engil Peru S.A. has entered into a new contract, worth around 160 million euros, within the scope of the Toromocho project.

The above-mentioned contract, awarded by Minera Chinalco, S.A., corresponds to the contract for the "Recrecimiento de la Passo 6 Presa de Relaves", another phase of the development work of the Toromocho Project (located about 150 km from Lima, in the interior of Peru) in which Mota-Engil Peru S.A. has been performing various services. The contract, with an initial value of about 172 million dollars, will have a maximum duration of 1,027 days.

In addition, after verifying all the conditions precedent, namely those relating to the financing of this important project for the country and for the Lisbon region, Mota-Engil confirms the signing of the contract for the management of the hospital complex of the Hospital de Lisboa Oriental under a public-private partnership (HLO) regime by the consortium participated by several companies of the Group, with the production of effects only pending the approval of the Court of Auditors ("Tribunal de Contas"). The above-mentioned management comprises the activities of conception, design, construction, financing, conservation, maintenance and operation of the hospital complex. On the other hand, the investment value over the next 3 years will amount to around 380 million euros, while infrastructure maintenance will take place over a period of 27 years and will amount to a total of around 143 million euros at constant prices.

"MOTA-ENGIL INFORMS ON THE ADJUDICATION OF A CONTRACT IN PERU WORTH ABOUT 115 MILLION EUROS

Mota-Engil S.G.P.S., S.A. (Mota-Engil) informs that its subsidiary Mota-Engil Peru, S.A. has entered into a new contract, worth, approximately, 115 million euros, within the scope of the Las Bambas project.

The above-mentioned contract, awarded by Minera Las Bambas, S.A., corresponds to the contract for the "Construction of Stage 6 of Presa de Relaves", another phase of the development work of the Las Bambas project (located about 560 km from Lima, at an altitude of 4,000 meters, in the southern interior of Peru) in which Mota-Engil Peru, S.A. has been operating since 2011. The contract, with an initial value of about 122 million dollars, will have a maximum duration of 50 months."

Finally, in January 2024 we should also highlight the acquisition of the remaining 38.5% held by the Urbaser Group in the share capital of Suma, for an amount of around 59 million euros.

48. Fees paid to the auditor / statutory auditor

In the year ended 31 December 2023, the amount of fees paid to the auditor / statutory auditor was as follows:

Nature of the service By the company By other entities
which are part of
the Group
By entities not
controlled by the
Group
Total
Amount
(euros)
Amount
(euros)
Amount
(euros)
Amount
(euros)
Audit and statutory audit 181,629 1,870,541 277,073 2,329,243
Other assurance services - 217,848 20,973 238,821
Other services than statutory audit - 2,200 - 2,200
Total 181,629 2,090,589 298,046 2,570,264

The services other than audit provided by the auditor / statutory auditor during the financial year of 2023 are detailed below:

  • Provision of access to the Consult@able database, which consists of a repository of publicly accessible accounting, financial and tax information on a subscription basis;
  • Provision of a license to access the Inforfisco database, which consists of a repository of a tax nature of public sources (ranging from legislation to jurisprudence);
  • Issuance of assurance reports on the financial information contained in the requests for extraordinary price revision submitted by a Group company to some Portuguese municipalities;
  • Issuance of assurance reports on the validation of financial ratios associated with loans obtained and/or tenders in which the Group's companies took part;
  • Issuance of assurance reports on the regulated accounts of some concessionaire companies to be submitted to the regulatory body (ERSAR);
  • Two employees in an online training promoted by the auditor for the general public;
  • Provision of legal services linked with the renewable energy model to be implemented by a participated company;
  • Review of the tax returns of some Mexican companies within the scope of current tax legislation;
  • Limited reviews to the separate and consolidated financial statements of some companies of the Group, in accordance with the International Standard for Review Papers ISRE 2410.

49. Approval of financial statements

These consolidated financial statements were approved by the Group's Board of Directors on the 22 March 2024. However, those are still pending approval by the General Shareholders Meeting, although the roup's Board of Directors believes that they will be approved without changes.

Appendix A. Consolidated companies

COMPANIES / ENTITIES INCLUDED IN THE CONSOLIDATION BY THE FULL CONSOLIDATION METHOD

As of 31 December 2023 the companies / entities included in the accompanying consolidated financial statements using the full consolidation method, their headquarters, percentage of consolidation, activity, incorporation date and acquisition date were as follows:

Designation Head Quarters Percentage of
consolidation
Activity Incorporation
date
Acquisition
date
Parent Company of the Group and related activities
Mota-Engil, SGPS, S.A. ("Mota-Engil SGPS") Portugal
(Porto)
- Management of financial holdings Aug-90 -
ME 3I, SGPS, S.A. ("ME 3I SGPS")
Through Mota-Engil Indústria e Inovação
Portugal
(Linda-a-Velha)
61.20
61.20
Management of financial holdings Oct-11 -
Mota-Engil Global - Serviços Partilhados Administrativos e Técnicos, S.A. ("Mota-Engil Global")
Through Mota-Engil SGPS
Portugal
(Porto)
100.00
100.00
Administrative Services Dec-02 -
Mota-Engil Indústria e Inovação, SGPS, S.A. ("Mota-Engil Indústria e Inovação")
Through Mota-Engil SGPS
Portugal
(Linda-a-Velha)
100.00
100.00
Management of financial holdings Nov-10 -
Mota-Engil Mediação de Seguros, S.A. ("Mota-Engil Mediação")
Through Mota-Engil SGPS
Portugal
(Porto)
100.00
100.00
Insurance mediation Jul-20 -
Capital
Botelho, Silva & Abreu, Lda. ("Botelho & Abreu")
Through Largo do Paço
Portugal
(Porto)
100.00
100.00
Food and Beverage Aug-43 Jun-19
Estradas do Zambeze ("Estradas do Zambeze")
Through MEEC África
Mozambique
(Maputo)
95.00
95.00
Road concession Nov-09 Apr-20
Hygeia – Edifícios Hospitalares, SGPS, S.A. ("Hygeia")
Through Mota–Engil Engenharia e Construção
Through Mota-Engil Ativ, Mota-Engil Capital and Mota-Engil Europa
Portugal
(Lisbon)
99.00
98.99
0.01
Management of financial holdings Dec-18 -
I o Park Gdańsk Sp. z.o.o. "I o Park Gdańsk"
Through Mota-Engil Central Europe Poland
Poland
(Krakow)
100.00
100.00
Design, construction, management
and exploitation of parking spaces
Mar-13 -
Immo Park Warszawa, Sp. z.o.o. ("Immo Park Warszawa")
Through Mota-Engil Central Europe Poland
Poland
(Krakow)
100.00
100.00
Design, construction, management
and exploitation of parking spaces
Oct-12 -
Largo do Paço – Investimentos Turísticos e Imobiliários, Lda. ("Largo do Paço") Portugal 100.00 Real Estate development - Oct-01
Through Mota–Engil Capital
Mota-Engil Ativ - Gestão e Manutenção de Ativos, S.A. ("Mota-Engil Ativ")
(Amarante)
Portugal
100.00
100.00
Maintenance and operation of
Through Mota–Engil Capital (Linda-a-Velha) 100.00 facilities Jul-94 Jun-98
Mota-Engil Ativ Polska Sp. z.o.o. ("Mota-Engil Ativ Polska" - previously designated by "Listopada Project
Development")
Through Mota-Engil Ativ
Poland
(Krakow)
100.00
100.00
Facilities management Nov-15 -
Mota-Engil BCircle, Lda. ("Mota-Engil Bcircle") Portugal 70.00 Technical solutions for circular
economy, recovery of organic waste,
Through Mota-Engil Ativ (Vila Franca de
Xira)
70.00 energy production, research,
innovation and technological
development
Sep-23 -
Mota-Engil Capital, S.A. ("Mota-Engil Capital" - previously designated by "Mota-Engil Capital II") Portugal
(Porto)
100.00 Management of financial holdings Dec-22 -
Through Mota-Engil SGPS 100.00
Mota-Engil Central Europe PPP 2 Sp. z.o.o ("ME Central Europe PPP 2")
Through Mota-Engil Central Europe Poland
Poland
(Krakow)
100.00
100.00
Design, construction, management
and exploitation of parking spaces
Dec-13 -
Mota-Engil Central Europe PPP 3 Sp. z.o.o ("ME Central Europe PPP 3") 100.00
Through Mota-Engil Central Europe Poland Poland
(Krakow)
100.00 Design, construction, management
and exploitation of parking spaces
Apr-14 -
Mota-Engil Central Europe PPP 4 Sp. z.o.o ("ME Central Europe PPP 4") Poland 100.00 Design, construction, management
Through Mota-Engil Central Europe Poland (Krakow) 100.00 and exploitation of parking spaces Oct-20 -
Mota-Engil Central Europe PPP Road Sp. z.o.o ("ME Central Europe PPP Road") Poland 100.00 Design, construction, management - Nov-13
Through Mota-Engil Central Europe Poland (Krakow) 100.00 and exploitation of parking spaces
Mota-Engil Central Europe PPP Sp. z.o.o ("ME Central Europe PPP") Poland 100.00 Design, construction, management Mar-12 -
Through Mota-Engil Central Europe Poland (Krakow) 100.00 and exploitation of parking spaces
Mota-Engil Concessões, S.A. ("Mota-Engil Concessões")
Through Mota-Engil Capital
Portugal
(Porto)
100.00
100.00
Management of financial holdings Nov-21 -
Designation Head Quarters Percentage of Activity Incorporation Acquisition
Mota-Engil Renewing, S.A. ("ME Renewing") consolidation
100.00
date date
Through Mota-Engil Capital Portugal
(Porto)
100.00 Energy, sustainable mobility, recycling
and reuse and resource utilization
Aug-18 -
Mota-Engil Renewing Polska Sp. z.o.o. ("Mota-Engil Renewing Polska" - previously designated by "MEREM") Poland 100.00 Energy, sustainable mobility, recycling
Through ME Renewing (Krakow) 100.00 and reuse and resource utilization Feb-20 -
Operadora Estradas do Zambeze ("Operadora Estradas do Zambeze") Mozambique 95.00 Road operation and maintenance Nov-09 Apr-20
Through MEEC África (Maputo)
Poland
95.00
Project Development 4 Sp. z.o.o. ("Project Development 4")
Through Mota-Engil Real Estate Management
(Krakow) 100.00
100.00
Real Estate development Feb-20 -
SCP Financial Investments, S.A. ("SCP Financial Investments") Portugal 100.00 Management of financial holdings Nov-23 -
Through Mota-Engil Concessões (Porto) 100.00
VBT - Projectos e Obras de Arquitectura Paisagística da " T"
Through Mota-Engil Ativ
Angola 60.00
50.00
Landscape gardening Sep-08 -
Through Mota-Engil Ambiente e Serviços (Luanda) 10.00
Mext
Arkona Property Development Sp z.o.o. ("Arkona") Poland 100.00
Through Mota-Engil Real Estate Management (Krakow) 100.00 Real Estate development Nov-15 -
Bukowinska Project Development ("Bukowinska Project Development") Poland 100.00 Design and construction of social Mar-15 -
Through Mota-Engil Real Estate Management (Krakow) 100.00 housing
Colhub - Coliving Beato, Lda. ("Colhub")
Through Mota–Engil Capital
Portugal 100.00
95.00
Set-up of a coliving space and provision Jun-22 -
Through Mota-Engil Renewing (Porto) 5.00 of ancillary or related services
Corgimobil - Empresa Imobiliária das Corgas, Lda. ("Corgimobil") Portugal 97.25 Construction, studies and real estate
Through Emerge (Cascais) 97.25 activity - Nov-00
Dmowskiego Project Development, Sp. z.o.o. ("Dmowskiego") Poland
(Krakow)
100.00 Real Estate development Aug-07 -
Through Mota-Engil Real Estate, SGPS
Dzieci Warszawy Project Development Sp. z.o.o. ("Dzieci")
100.00
100.00
Through Mota-Engil Real Estate Management Poland
(Krakow)
100.00 Real Estate development Nov-15 -
Emerge - Mota-Engil Real Estate De elopers S.A. "E erge" pre iously designated by " ota-Engil Real Estate Portugal 100.00
Portugal")
Through Mota-Engil Real Estate, SGPS
(Porto) 100.00 Real Estate development Sep-01 -
Grodkowska Project Development Sp. z.o.o. ("Grodkowska") Poland 100.00 Design and construction of social
Through Mota-Engil Real Estate Management (Krakow) 100.00 housing Mar-14 -
ilinskiego Project De elop ent Sp. z.o.o. " ilinskiego" Poland 100.00 Real Estate development Aug-07 -
Through Mota-Engil Real Estate Management (Krakow) 100.00
Kilinskiego Property Investment Sp. z.o.o. ("Kilinskiego PI")
Through Kilinskiego
Poland 100.00
99.99
Real Estate development Sep-11 -
Through Mota-Engil Real Estate, SGPS (Krakow) 0.01
Kordylewskiego Project Development W Likwidacji Sp. z o.o. ("Kordylewskiego") Poland 100.00
Through Mota-Engil Real Estate, SGPS (Krakow) 100.00 Real Estate development Feb-05 -
La Scala Property Development Sp z.o.o. ("Scala") Poland 100.00 Real Estate development Oct-12 -
Through Mota-Engil Real Estate Management
Logz - Atlantic Hub, S.A. ("Logz")
(Krakow) 100.00
100.00
Through Mota-Engil Capital Portugal
(Lisbon)
100.00 Management and provider of logistics
services
Jul-08 Feb-20
Luso Global Mining B.V. ("Luso Global Mining BV") Netherlands 100.00 Management of financial holdings Oct-10 -
Through Luso Global Mining (Amsterdam) 100.00
Luso Global Mining, S.A. ("Luso Global Mining")
Through Mota-Engil Capital
Portugal
(Porto)
100.00
100.00
Mineral prospection and exploration Aug-20 -
Luso Global Mining Angola - Prestação de Serviços e Indústria Extractiva, Lda. ("Luso Global Mining Angola") 99.90
Through Luso Global Mining Angola
(Luanda)
99.90 Mineral prospection and exploration Nov-21 -
Luso Global Mining Cameroon, S.A. ("Luso Global Mining Cameroon")
Through Luso Global Mining
Portugal
(Porto)
100.00
100.00
Mineral prospection and exploration Dec-20 -
Mamaland - Produção Agroflorestal, Lda. ("Mamaland") 100.00
Through MEEC África Angola
(Cabinda)
50.00 Agroforestry ativity Sep-21 -
Through Mota Internacional 50.00
Mamaland Company, S.A. ("Mamaland Company" - previously designated by "Empresa Agrícola Florestal") 100.00
Through AMGP Portugal
(Porto)
55.28 Forestry and agricultural exploration Feb-18 Sep-20
Through Mota-Engil Next 44.72
ME Investitii AV s.r.l. " ota-Engil In estitii" Romania
(Bucharest)
100.00 Real Estate development - Sep-07
Through Mota-Engil Real Estate, SGPS 100.00 Promotion, development and
Mota-Engil Energia S.A. " ota-Engil Energia" Portugal 100.00 management of facilities and activities Jun-23 -
Through Mota-Engil Next (Porto) 100.00 for the production, storage and sale of
energy
Mota-Engil Next Investments, SGPS, S.A. ("Mota-Engil Next Investments" previously designated by "Mota-Engil Next") Portugal 100.00
Through Mota-Engil Next (Porto) 100.00 Management of financial holdings Nov-22 -
Mota-Engil Next, S.A. ("Mota-Engil Next" - previously designated by "Mota-Engil Capital") Portugal 100.00 Management of financial holdings Feb-18 -
Through Mota-Engil SGPS (Porto) 100.00
Mota-Engil Real Estate Ajuda Sociedade nipessoal da. " ota-Engil Real Estate Ajuda" Portugal 100.00

(Porto)

(Porto)

(Porto)

(Porto)

(Porto)

(Budapest)

100.00

100.00

100.00

100.00

100.00

Through Emerge 100.00 Mota-Engil Real Estate Al erca Sociedade nipessoal da. " ota-Engil Real Estate Al erca" Portugal

Through Emerge 100.00 Mota-Engil Real Estate Aurora, Sociedade Unipessoal, Lda. " ota-Engil Real Estate Aurora" Portugal

Through Emerge 100.00

Through Emerge 100.00 Mota-Engil Real Estate Grijó, Sociedade Unipessoal, Lda. " ota-Engil Real Estate Grijó" Portugal

Through Emerge 100.00

Through Mota-Engil Real Estate, SGPS 100.00

Mota-Engil Real Estate rei ieiro Sociedade nipessoal da. " ota-Engil Real Estate rei ieiro" Portugal

Hungria") Hungary

Mota-Engil Real Estate Hungary Ingatlanforgalmazó, Kereskedelmi és Szolgáltató Kft. ("Mota-Engil Real Estate

Real Estate development Mar-22 -

Real Estate development Apr-22 -

Real Estate development Apr-22 -

Real Estate development Apr-22 -

Real Estate development Apr-22 -

Real Estate development Jul-05 -

Designation Head Quarters Percentage of Activity Incorporation Acquisition
Mota-Engil Real Estate Management, sp. z.o.o. ("Mota-Engil Real Estate Management") Poland consolidation
100.00
date date
Through Mota-Engil Central Europe Poland (Krakow) 100.00 Real Estate development Jun-05 -
Mota-Engil Real Estate oage Sociedade nipessoal da. " ota-Engil Real Estate oage " Portugal 100.00 Real Estate development Apr-22 -
Through Emerge (Porto) 100.00
Mota-Engil Real Estate, SGPS, S.A. ("Mota-Engil Real Estate SGPS")
Through Mota-Engil Capital
Portugal
(Porto)
100.00
100.00
Management of financial holdings Dec-02 -
Mota-Engil Vermelo Sp. z.o.o ("ME Vermelo") Poland
(Krakow)
100.00 Real Estate development Mar-12 -
Through Mota-Engil Real Estate Management
Ogród Saski Project Development Sp. z o.o. ("Ogród" - previously designated by "Balice")
Poland 100.00
100.00
Through Mota-Engil Real Estate Management (Krakow) 100.00 Real Estate development Oct-12 -
Oriental Hub, S.A. ("Oriental Hub") Portugal 100.00 Design, construction, rehabilitation and
Through Mota–Engil Engenharia e Construção (Porto) 100.00 operation of the Old Industrial
Slaughterhouse of Porto
Nov-18 -
Project Development 2 Sp. z.o.o. ("Project Development 2") Poland 100.00 Real Estate development Nov-15 -
Through Mota-Engil Real Estate Management
Project Development 5 Sp. z.o.o. ("Project Development 5")
(Krakow)
Poland
100.00
51.00
Through Mota-Engil Real Estate Management (Krakow) 51.00 Real Estate development Feb-20 -
Senatorska Project Development Sp. z.o.o. ("Senatorska") Poland
(Krakow)
100.00 Real Estate development Nov-15 -
Through Mota-Engil Real Estate Management
Sikorki Project Development Sp. z o.o. ("Sikorki")
Poland 100.00
100.00
Through Mota-Engil Real Estate, SGPS (Krakow) 100.00 Real Estate development Oct-12 -
Soltysowska Project Development Sp. z o.o. ("Soltysowska")
Through Mota-Engil Real Estate, SGPS
Poland
(Krakow)
100.00
100.00
Real Estate development Nov-05 -
Turalgo-Sociedade de Pro oção I obiliária e Turística do Algar e S.A. "Turalgo" Portugal 51.00 Real Estate development May-92 -
Through Emerge (Oeiras)
Poland
51.00
Wilanow Project Development SP. z.o.o. ("Wilanow")
Through Mota-Engil Real Estate, SGPS
(Krakow) 100.00
100.00
Real Estate development Jun-07 -
Wouri Resources, S.A. ("Wouri Resources") Portugal 100.00 Mineral prospection and exploration Dec-22 -
Through Luso Global Mining
Environment
(Porto) 100.00
AGIR - Ambiente e Gestão Integrada de Resíduos, Lda. ("Agir") Cape Verde 80.75
Through Mota-Engil Ambiente e Serviços
Through Suma
(Praia) 50.00
30.75
Collection of urban solid waste Dec-07 -
Akwangola, S.A. ("Akwangola") Angola 67.00 Exploitation of water market Dec-10 Dec-13
Through Mota-Engil Angola (Luanda) 67.00
Algar - Valorização e Tratamento de Resíduos Sólidos, S.A. ("Algar")
Through EGF
Portugal
(Loulé)
33.15
33.15
Treatment and recovery of urban solid
waste
- Jun-15
Amarsul- Valorização e Tratamento de Resíduos Sólidos, S.A. ("Amarsul") Portugal 30.19 Treatment and recovery of urban solid - Jun-15
Through EGF
Clean Eburnie SARL ("Clean Eburnie")
(Setúbal) 30.19
60.00
waste
Ivory Coast
(Abidjan)
Technical studies, conception, finance,
construction and exploration of
Dec-17 -
Through MEEC África 60.00 landfills
Eco Eburnie, S.A. ("Eco Eburnie")
Through MEEC África
Ivory Coast
(Abidjan)
100.00
100.00
Treatment and recovery of urban solid
waste and cleaning and maintenance
Oct-17 -
Eco Vision LLC ("Eco Vision") Oman 31.37 of streets
Treatment and recovery of urban solid
Through Suma (Muscat) 31.37 waste Jul-15 -
Ecolife, S.A. ("Ecolife")
Through Mota-Internacional
Mozambique 58.45
40.00
Collection of urban solid waste Dec-13 -
Through Suma (Maputo) 18.45
Ekosrodowisko z.o.o. In Liquidation ("Ekosrodowisko") Poland
(Bytom)
61.50 Collection of urban solid waste Feb-05 Dec-05
Through MES
Empresa Geral de Fomento, S.A. ("EGF")
Portugal 61.50
59.19
Treatment and recovery of urban solid
Through Suma Tratamento (Lisbon) 59.19 waste - Jun-15
Ersuc - Resíduos Sólidos do Centro, S.A. ("Ersuc")
Through EGF
Portugal 34.14
30.46
Treatment and recovery of urban solid - Jun-15
Through Suma (Coimbra) 3.68 waste
Geres Participações, S.A. ("Geres Participações") Brazil 61.50 Management of financial holdings Dec-14 Oct-21
Through Suma
MES, Mota-Engil Srodowisko, Sp. z.o.o. ("MES")
(Belo Horizonte) 61.50
61.50
Through Suma Poland
(Krakow)
61.50 Collection of urban solid waste Dec-05 -
Mota-Engil A biente e Ser iços SGPS S.A. " ota-Engil Ambiente e Ser iços" Portugal
(Porto)
100.00 Management of financial holdings Jun-97 -
Through Mota-Engil Europa
Novaflex - Técnicas do Ambiente, S.A. ("Novaflex")
Portugal 100.00
61.50
Through Suma (Lisbon) 61.50 Collection of non-hazardous waste - Dec-07
Real Verde - Técnicas de Ambiente, S.A. ("Real Verde")
Through Novaflex
Portugal
(Vila Real)
61.50
61.50
Treatment and disposal of non
hazardous waste
Dec-07 -
Resiestrela - Valorização e Tratamento de Resíduos Sólidos, S.A. ("Resiestrela") Portugal 37.26 Treatment and recovery of urban solid
Through EGF (Castelo
Branco)
37.26 waste - Jun-15
Resiges - Gestão de Resíduos Hospitalares, Lda. ("Resiges") Portugal 61.50 Collection of hazardous waste May-98 Dec-07
Through Novaflex
Resinorte - Valorização e Tratamento de Resíduos Sólidos, S.A. ("Resinorte")
(Setúbal)
Portugal
61.50
44.46
Treatment and recovery of urban solid
Through EGF (Braga) 44.46 waste - Jun-15
Resulima - Valorização e Tratamento de Resíduos Sólidos, S.A. ("Resulima") Portugal
(Viana do
30.19 Treatment and recovery of urban solid - Jun-15
Through EGF Castelo) 30.19 waste
SIGA - Sistema Integrado de Gestão Ambiental, S.A. ("Siga") Portugal
(Ponta Delgada)
43.05 Treatment and disposal of non
hazardous waste
Oct-08 -
Through Suma
SIGAMB - Sistemas de Gestão Ambiental, Lda. ("SIGAMB")
Angola 43.05
61.44
Technical studies, consultancy and
Through Novaflex (Luanda) 61.44 formation in the environmental area Feb-14 -
Designation Head Quarters Percentage of Activity Incorporation Acquisition
Suldouro - Valorização e Tratamento de Resíduos Sólidos, S.A. ("Suldouro") Portugal consolidation
35.52
date date
(Vila Nova de
Gaia)
Treatment and recovery of urban solid
waste
- Jun-15
Through EGF
Suma (Douro) - Serviços Urbanos e Meio Ambiente, Lda. "Su a Douro"
Portugal 35.52
61.50
Through Suma (Murça) 61.50 Collection of urban solid waste Jul-00 -
Suma (Esposende) - Serviços Urbanos e Meio Ambiente, Lda. "Su a Esposende" Portugal 61.50 Collection of urban solid waste Dec-99 -
Through Suma
Suma (Macau), Lda. ("Suma Macau")
(Esposende) 61.50
60.89
Through Suma China
(Macau)
60.89 Collection of urban solid waste - Dec-13
Sumalab, S.A. ("Sumalab") Portugal 61.50 Collection of urban solid waste Dec-00 -
Through Suma
Suma (Porto) - Ser iços rbanos e eio A biente S.A. "Su a Porto"
(Matosinhos) 61.50
61.50
Through Suma Portugal
(Porto)
61.50 Collection of urban solid waste Nov-08 -
Suma Tratamento, S.A. ("Suma Tratamento") 59.20
Through Suma Portugal 49.19
Through Suma Esposende
Through Novaflex
(Lisbon) 0.01
0.01
Management of financial holdings Oct-14 -
Through Mota-Engil Ambiente e Serviços 10.00
Suma – Ser iços rbanos e eio A biente S.A. "Su a" Portugal 61.50 Collection of urban solid waste Jun-94 -
Through Mota-Engil Ambiente e Serviços
Suma Brasil - Serviços Urbanos e Meio Ambiente, S.A. ("Suma Brasil")
(Lisbon) 61.50
61.50
Through Geres Participações Brazil
(Belo Horizonte)
61.50 Waste treatment - Dec-14
Triaza - Tratamento de Resíduos Industriais da Azambuja, S.A. ("Triaza") Portugal 61.50 Collection of urban solid waste Nov-15 -
Through Suma (Azambuja) 61.50
Valnor - Valorização e Tratamento de Resíduos Sólidos, S.A. ("Valnor")
Through EGF
Portugal
(Portalegre)
31.57
31.57
Treatment and recovery of urban solid
waste
- Jun-15
Valorlis - Valorização e Tratamento de Resíduos Sólidos, S.A. ("Valorlis") Portugal 30.19 Treatment and recovery of urban solid
Through EGF (Leiria) 30.19 waste - Jun-15
Valorminho - Valorização e Tratamento de Resíduos Sólidos, S.A. ("Valorminho")
Through EGF
Portugal
(Valença)
30.19
30.19
Treatment and recovery of urban solid
waste
- Jun-15
Valorsul - Valorização e Tratamento de Resíduos Sólidos das Regiões de Lisboa e do Oeste, S.A. ("Valorsul") Portugal
(Loures)
31.33 Treatment and recovery of urban solid
waste
- Jun-15
Through EGF
Vista Waste Management, Lda. ("Vista Waste")
31.33
61.50
Through Vista SA Angola
(Luanda)
25.22 Collection of waste Dec-09 Dec-13
Through Suma 36.29
Europe
Carlos Augusto Pinto dos Santos & Filhos S.A. ("Capsfil") Portugal 100.00 Extraction of gravel, sand and crushed Mar-77 Oct-09
Through Mota-Engil Engenharia e Construção (Vila Flor) 100.00 stone
Diace - Construtoras das Estradas do Douro Interior A.C.E. ("Diace ACE MEEC") Portugal
(Porto)
53.10 Realization of construction works and
services and design
Nov-08 Dec-15
Through Mota–Engil Engenharia e Construção 53.10
Glace - Construtoras das Auto-estradas da Grande Lisboa A.C.E. ("Glace ACE MEEC") Portugal
(Porto)
52.87 Realization of construction works and
services and design
Dec-06 Dec-15
Through Mota–Engil Engenharia e Construção 52.87
Lusitânia - Construtoras das Auto-estradas das Beiras Litoral e Alta A.C.E. ("Lusitânia ACE MEEC") Portugal 83.95 Realization of construction works and Apr-01 Dec-15
Through Mota–Engil Engenharia e Construção (Porto) 83.95 services and design
Mota-Engil Central Europe Ceska Republika, AS ("Mota-Engil Central Europe República Checa") Czech Rep. 100.00 Civil construction and public works Jan-97 -
Through Mota–Engil Europa (Prague) 100.00
Mota-Engil Central Europe Management, SGPS, S.A. ("Mota-Engil Central Europe Management") Portugal 100.00 Management of financial holdings Aug-17 -
Through Mota–Engil Europa (Porto) 100.00
Mota-Engil Central Europe, S.A. ("ME Central Europe Poland") Poland 100.00 Construction works Feb-53 Mar-99
Through Mota-Engil Central Europe Management
Mota-Engil Engen aria e Construção S.A. " ota-Engil Engen aria e Construção"
(Krakow) 100.00
100.00
Through Mota-Engil Europa Portugal
(Amarante)
100.00 Construction works and acquisition and
sale of real estate properties
Dec-00 -
Mota-Engil Europa, S.A. ("Mota-Engil Europa") 100.00 -
Through Mota-Engil SGPS Portugal
(Linda-a-Velha)
100.00 Management of financial holdings Jun-10
Mota-Engil agyarország eru ázási És Épitoipari Zrt. " ota-Engil agyarország" 100.00
Through Mota-Engil Europa Hungary
(Budapeste)
100.00 Execution of public construction works Jan-96 -
Mota-Engil Railway Engineering, S.A. ("ME Railway Engineering") 100.00
Through Mota-Engil Engenharia e Construção
Through MEEC África
Portugal
(Porto)
96.15
1.92
Studies, projects, execution of works
and representation of materials and
Jun-18 -
Through Mota-Engil Latin America BV 1.92 equipment related to railway works
Norace - Construtoras das Auto-estradas do Norte A.C.E. ("Norace ACE MEEC") Portugal 82.87 Realization of construction works and
Through Mota-Engil Engenharia e Construção (Porto) 82.87 services and design Jun-99 Dec-15
Pinhal - Construtoras das Auto-estradas do Pinhal Interior A.C.E. ("Pinhal ACE MEEC") Portugal 53.52 Realization of construction works and
Through Mota-Engil Engenharia e Construção (Porto) 53.52 services and design Apr-10 Dec-15
Portuscale - Construtoras das Auto-estradas do Grande Porto A.C.E. ("Portuscale ACE MEEC") 83.95
Portugal
(Porto)
Realization of construction works and
services and design
Jul-02 Dec-15
Through Mota-Engil Engenharia e Construção 83.95
Vianor - Construtoras das Auto-estradas da Costa de Prata A.C.E. ("Vianor ACE MEEC") 83.95
Portugal
(Porto)
Realization of construction works and
services and design
Apr-00 Dec-15
Through Mota-Engil Engenharia e Construção 83.95
Africa
AMGP Agricultura, S.A. ("AMGP")
Through MEEC África
Portugal
(Porto)
100.00
100.00
Management of agricultural projects Feb-19 Sep-20
Designation Head Quarters Percentage of
consolidation
Activity Incorporation
date
Acquisition
date
Cecot - Centro de Estudos e Consultas Técnicas, Lda. ("Cecot") Mozambique 100.00 Construction works' projects and Sep-98 Apr-11
Through MEEC África
Cosamo (Proprietary) Limited ("Cosamo")
(Maputo)
South Africa
100.00
100.00
inspection
Through Mota Internacional (Joanesburgo) 100.00 Commercial Dec-76 -
Fatra - Fábrica de Trefilaria de Angola, S.A. ("Fatra")
Through Mota Internacional
Angola
(Luanda)
70.00
70.00
Manufactoring of iron based products May-08 Nov-10
Fibreglass Sundlete (Moçambique), Lda. ("Fibreglass") Mozambique 100.00 Commercial Aug-62 Mar-99
Through ME Maurícias
Indimo, Lda. ("Indimo")
(Maputo) 100.00
100.00
Through Cecot Mozambique
(Maputo)
50.00 Real Estate development Mar-03 Oct-04
Through MEEC África 50.00
KARP Joint Venture LLP ("KARP Joint Venture")
Through MEEC África
Kenya
(Nairobi)
62.00
62.00
Management of financial holdings Feb-21 -
Liwonde Logistics Platform Limited ("Liwonde") Malawi 99.49
Through ME Investments Malawi
Through MEEC Africa – Malawi Branch
(Lilongwe) 50.00
49.49
Management of financial holdings Jun-15 -
Malawi Ports Company Limited ("Malawi Ports Company") Malawi 100.00
Through MEEC África
Through ME Malawi
(Lilongwe) 88.00
12.00
Shipping Nov-10 -
Malawi Shipping Company Limited ("Malawi Shipping Company") Malawi 100.00
Through ME Malawi (Lilongwe) 100.00 Shipping Nov-10 -
Martinox, S.A. ("Martinox")
Through Mota-Engil Angola
Angola
(Benguela)
67.00
67.00
Stainless steel works Feb-08 Dec-11
MEIM Morila SARL ("MEIM Morila") Mali 94.00 Execution of all types of mining drilling
Through MEEC África
Through Mota-Engil Mali
(Cité du Niger) 64.00
30.00
services Aug-21 -
Mota & Companhia Maurícias, Lda. ("ME Maurícias") Mauritius 100.00 Civil construction works May-10 -
Through MEEC África
Mota-Engil África, N.V. ("ME África NV")
(Ebene) 100.00
100.00
Through Mota-Engil SGPS Netherlands
(Amsterdam)
100.00 Management of financial holdings Oct-12 -
Mota-Engil África, SGPS, S.A. ("Mota-Engil África") Portugal 100.00 Management of financial holdings May-10 -
Through MEEC África
Mota-Engil África Global Technical Services B.V. ("ME África GTS BV")
(Porto)
Netherlands
100.00
100.00
Through MEEC África (Amsterdam) 100.00 Management of financial holdings May-14 -
Mota-Engil Angola, S.A. ("Mota-Engil Angola")
Through Mota Internacional
Angola
(Luanda)
67.00
67.00
Civil construction and public and
private works
May-10 -
Mota-Engil BLV de La Paix, SARLU ("Mota-Engil BLV") Ivory Coast 100.00 Development and rehabilitation of
Through MEEC África (Abidjan) 100.00 Boulevard de la Paix Jul-23 -
Mota-Engil Cameroon SARL ("Mota-Engil Cameroon") Cameroon
(Douala)
100.00 Civil construction and public and
private works
Jan-18 -
Through MEEC África 100.00
Mota-Engil Côte D´Ivoire, SARL ("Mota-Engil Costa de Marfim")
Through MEEC África
Ivory Coast
(Abidjan)
100.00
100.00
Civil construction and public and
private works
Apr-18 -
Mota-Engil Côte D´Ivoire Mining, SARL ("Mota-Engil Costa de Marfim Mining") Ivory Coast 100.00 Nov-20 -
Through MEEC África (Abidjan) 100.00 Mineral prospection and exploration
Mota-Engil Engenharia e Construção África PTY LTD ("Mota-Engil Engenharia e Construção África PTY") South Africa 100.00
Through MEEC África (Joanesburgo) 100.00 Construction works Feb-17 -
Mota-Engil Engenharia e Construção África, S.A. ("MEEC África") Portugal 100.00 Construction works Aug-12 -
Through Mota-Engil SGPS (Porto) 100.00
Mota-Engil Guinée SARLU ("Mota-Engil Guiné") Guinea Conakry
(Conacri)
100.00 Civil construction and public and
private works
Aug-22 -
Through MEEC África
Mota-Engil Guinée Conakry, SARL ("Mota-Engil Guiné Conakry")
100.00
100.00
Through MEEC África Guinea Conakry
(Conacri)
100.00 Civil construction and public and
private works
Aug-17 -
Mota-Engil Guinée Mandiana, SARL ("Mota-Engil Guiné Mandiana") Guinea Conakry 100.00
Through MEEC África (Conacri) 100.00 Mining and forestry extraction Feb-20 -
Mota-Engil Guinée Simandou, SARLU ("Mota-Engil Guinée Simandou") Guinea Conakry 100.00 Provision of earthmoving, construction
Through MEEC Africa (Conacri) 100.00 and civil engineering and mining
services
Apr-23 -
Mota-Engil Investments (Malawi) Limited ("ME Investments Malawi") Malawi 100.00 Public works and /or civil construction Mar-11 -
Through Mota-Engil Africa
Mota-Engil Lobito SGPS, S.A. ("Mota-Engil Lobito SGPS")
(Lilongwe) 100.00
100.00
works contractor
Through Mota-Engil Africa Portugal
(Porto)
27.00 Management of financial holdings Oct-22 -
Through MEEC Africa 73.00
Mota-Engil (Malawi) Limited ("ME Malawi")
Through MEEC África
Malawi
(Lilongwe)
100.00
100.00
Public works and /or civil construction
works contractor
Jul-11 -
Mota-Engil Mali SARL ("Mota-Engil Mali") Mali 100.00 Civil construction and public and Jul-21 -
Through MEEC África (Cité du Niger) 100.00 private works
Mota-Engil Moçambique, Lda. ("ME Moçambique")
Through MEEC África
Mozambique 100.00
50.00
Through Indimo (Maputo) 50.00 Real Estate Development Jul-94 -
Mota-Engil Nigeria Limited ("Mota-Engil Nigeria") Nigeria 51.00 Civil construction and public and Jul-18 -
Through MEEC África
Mota-Engil S. Tomé e Príncipe, Lda. ("Mota-Engil S. Tomé")
(Lagos)
S. Tomé e
51.00
100.00
private works
Through Mota Internacional Príncipe 95.00 Public works and /or civil construction
works contractor
Dec-04 -
Through MEEC África
Mota-Engil Sénégal Mining, SUARL ("Mota-Engil Senegal")
(S. Tomé)
Dakar
5.00
100.00
Through MEEC África (Senegal) 100.00 Mining drilling services Dec-20 -
Mota-Engil Trading (Beijing) Co. Ltd. ("Mota-Engil Trading Beijing")
Through MEEC África
China
(Beijing)
100.00
100.00
Trading Dec-20 -
Designation Head Quarters Percentage of
consolidation
Activity Incorporation
date
Acquisition
date
Mota-Engil (Uganda) Limited ("Mota-Engil Uganda")
Through MEEC África
Uganda
(Kampala)
60.00
60.00
Exploring, extracting, drilling, pumping,
supplying and transporting of oil, gas,
petroleum and other related products
Oct-20 -
Mota Internacional - Comércio e Consultadoria Económica, Lda. " ota Internacional"
Through Mota-Engil África
Portugal
(Funchal)
100.00
100.00
Management of financial holdings Sep-97 Dec-98
Novicer - Cerâmicas de Angola, (SU) Limitada. ("Novicer")
Through Mota-Engil Angola
Angola
(Luanda)
67.00
67.00
Manufacture and trade of clay
materials
Sep-07 -
Penta - Engenharia e Construção, Lda. ("Penta")
Through MEEC África
Through Mota Internacional
Cape Verde
(Praia)
100.00
96.00
Civil construction and public and
private works
Apr-07 -
Prefal – Préfabricados de Luanda, Lda. "Prefal"
Through Mota-Engil Angola
Angola
(Luanda)
4.00
60.30
60.30
Manufacturing of prestressed goods Dec-93 -
Rentaco Angola - Equipamentos e Transportes, (SU) Limitada. ("Rentaco Angola")
Through Mota-Engil Angola
Angola
(Luanda)
67.00
67.00
Rental of construction equipment Jan-08 -
S orengil Properties i ited "S orengil"
Through Mota-Engil Nigeria
Nigeria
(Lagos)
51.00
49.98
Civil construction and real estate
development
Oct-21 Feb-22
Through MEEC África
Sonauta - Sociedade de Navegação, Lda. "Sonauta"
Angola 2.00
100.00
Sea transportation, excluding coastal Nov-94 -
Through Mota Internacional
Tracevia Angola - Sinalização, Segurança e Gestão de Tráfego, Lda. ("Tracevia Angola")
(Luanda)
Angola
100.00
67.00
transportion
Road signs
- Sep-07
Through Mota-Engil Angola
Vista Energy Environment & Services, S.A. ("Vista SA")
Through Suma
(Luanda)
Angola
(Luanda)
67.00
61.50
Management of financial holdings Jul-08 Dec-13
Vista Multi Services, Lda. ("Vista Multi Services")
Through Vista SA
Angola 61.50
67.00
Through Mota-Engil Angola (Luanda) 53.60
13.40
Urban services May-09 Dec-13
Latin America
Administradora Desarrollo MEM ("Administradora Desarrollo MEM")
Through Mota-Engil O&M México SAPI
Mexico 51.00
50.75
-
Through Mota-Engil México
Through Mota-Engil América Latina SAPI
(Mexico City) 0.25
0.00
Asset management Feb-18
Alana Capital SAPI de C.V. ("Alana")
Through Mota-Engil México
Mexico
(Mexico City)
30.60
30.60
Regular professional rendering of
credit operations, financial leasing and
financial factoring
- Aug-23
Ambiente y Servicios Peru S.A. ("Ambiente y Servicios Peru")
Through Mota-Engil Engenharia e Construção
Peru
(Lima)
100.00
0.00
Terminals exploration - -
Through Mota-Engil Peru
AZPAU Entretenimiento, SAPI de C.V. ("AZPAU")
Mexico 100.00
50.80
Amusement park construction and
Through Mota-Engil México
CMRO Nayarit SAPI de C.V. ("CMRO Nayarit")
(Mexico City) 50.80
51.00
maintenance Jun-21 -
Through Mota-Engil México
Through Mota-Engil O&M México SAPI
Mexico
(Mexico City)
50.49
0.51
Motorway concessionaire Jun-22 -
Colombia ME S.A.S. ("Colombia ME")
Through ME Latin America
Through Mota-Engil Engenharia e Construção
Colombia
(Bogotá)
100.00
99.00
1.00
Civil construction and public works Oct-21 -
Concesionaria Tultepec AIFA Pirámides, S.A. de C.V. ("Concesionaria Tultepec")
Through Mota-Engil América Latina SAPI
Through Mota-Engil México
Mexico
(Mexico City)
51.49
1.00
50.49
Motorway concessionaire Dec-20 -
Concesionaria Urbana Arco Oriente S.A. de C.V. ("Concesionaria Urbana Arco Oriente")
Through Mota-Engil México
Through Ascendi México
Mexico
(Mexico City)
50.33
17.00
33.33
Motorway concessionaire Oct-18 -
Concessiones e Infraestructuras Andina S.A. ("Concessiones e Infraestructuras Andina")
Through Mota-Engil Engenharia e Construção África
Through Mota-Engil Latam PT
Peru
(Lima)
100.00
1.00
99.00
Civil construction Feb-21 -
Consórcio EE Canoas ("Consórcio EE Canoas")
Through Empresa Construtora do Brasil
Through Mota-Engil Latam Colombia SAS
Colombia
(Bogotá)
87.50
21.88
65.63
Civil construction and public works Sep-18 -
Consórcio Fanning ("Consórcio Fanning")
Through Mota-Engil Peru
Peru
(Lima)
100.00
100.00
Building construction Dec-11 -
Consórcio GDL Viaduto, SAPI de C.V. ("Consórcio GDL Viaduto")
Through Mota-Engil México
Mexico
(Mexico City)
21.88
21.88
Civil construction and public works Jun-14 -
Consorcio Hospitalario Chavin ("Consórcio Hospitalario Chavin") Peru 90.00 Architectural and engineering activities Nov-20 -
Through Mota-Engil Peru
Consórcio La Ponciana ("Consórcio La Ponciana")
(Lima)
Peru
90.00
100.00
and technical consultancy
Building construction
Dec-11 -
Through Mota-Engil Peru
Consórcio Lamat Tramo 1 SAPI ("Consórcio Lamat")
(Lima)
Mexico
100.00
29.58
Through Mota-Engil México (Mexico City) 29.58
100.00
Civil construction and public works Apr-20 -
Consórcio Los Castãnos ("Consórcio Los Castãnos")
Through Mota-Engil Peru
Consórcio ME Carrera 43 ("Consorcio ME Carrera 43")
Peru
(Lima)
100.00
51.00
Building construction Dec-11 -
Through Mota–Engil Engenharia e Construção
- Colombia Branch
Through Mota-Engil Latam Colombia SAS
Colombia
(Bogotá)
0.00
51.00
Civil construction and public works Feb-18 -
Consórcio MEC Arroyo Carrera 65 ("Consórcio MEC Arroyo Carrera")
Through Mota–Engil Engenharia e Construção
- Colombia Branch
Through Mota-Engil Colômbia
Colombia
(Bogotá)
51.00
0.00
51.00
Civil construction and public works Sep-16 -
Consórcio MEC-Av.Malecon-UF1 ("Consórcio MEC-Av.Malecon-UF1")
Through Mota
-Engil Engenharia e Construção - Colombia Branch
Through Mota-Engil Colômbia
Colombia
(Buenaventura)
51.00
0.00
51.00
Civil construction and public works May-16 -
Designation Head Quarters Percentage of Activity Incorporation Acquisition
consolidation
51.00
date date
Consórcio MEC-Av.Malecon-UF2 ("Consórcio MEC-Av.Malecon-UF2")
Through Mota–Engil Engenharia e Construção - Colombia Branch
Colombia 0.00 Civil construction and public works Nov-16 -
Through Mota-Engil Colômbia (Bogotá) 51.00
Consórcio ME-Contrato Colegios ("Consórcio ME Colegios") 100.00 -
Through Mota–Engil Engenharia e Construção
- Colombia Branch
Colombia
(Buenaventura)
75.00 Construction of civil engeneering works May-16
Through Mota-Engil Peru
Consórcio Mota-Engil Ojeda & Iju Paracas ("Consórcio ME Ojeda & Iju")
25.00
100.00
Through Mota-Engil Peru Peru
(Lima)
100.00 Building construction Dec-11 -
Consórcio Mota-Engil TR ("Consórcio Mota-Engil TR") 100.00
Through Mota-Engil Peru Peru
(Lima)
50.00 Civil construction - Nov-21
Through Mota–Engil Engenharia e Construção - Peru Branch 50.00
Consórcio Porta ("Consórcio Porta")
Through Mota-Engil Peru
Peru
(Lima)
100.00
100.00
Building construction Dec-11 -
Consórcio Túnel Guadalajara, SAPI de C.V. ("Consórcio GDL Túnel") Mexico 21.88
Through Mota-Engil México (Mexico City) 21.88 Civil construction and public works Jul-14 -
Constructora APP Tabasvera S.A. de C.V. ("Constructora APP Tabasvera") Mexico 38.25 Civil construction and public works Jul-16
Through Mota-Engil México (Mexico City) 38.25 -
Constructora Autopista Cardel-Poza Rica, S.A. de C.V. ("Constructora Cardel-Poza Rica") Mexico 51.00
Through Mota-Engil México (Mexico City) 50.99 Civil construction and public works - Nov/17
Through Mota-Engil América Latina
Constructora Cuapiaxtla - Cuacnopalan, S.A. de C.V. ("Constructora Cuapiaxtla - Cuacnopalan I")
0.01
51.49
Through Mota-Engil México Mexico 50.49 Civil construction and public works Apr-21 -
Through Mota Engil America Latina SAPI (Mexico City) 1.00
Constructora Cuapiaxtla - Cuacnopalan II, S.A. de C.V. ("Constructora Cuapiaxtla - Cuacnopalan II") Mexico 51.49
Through Mota-Engil México (Mexico City) 50.49 Civil construction and public works Jun-21 -
Through Mota Engil America Latina SAPI 1.00
Constructora Gran Canal SAPI de C.V. ("Construtora Gran Canal") Mexico
(Mexico City)
2.04 Civil construction and public works - Apr-21
Through Mota-Engil México 2.04
Constructora Tampico Ciudad Victoria, SAPI de C.V. ("Constructora Tampico Ciudad Victoria")
Through Mota-Engil México
Mexico 28.05
20.40
Civil construction and public works Sep-08 -
Through Mota-Engil O&M México SAPI (Mexico City) 7.65
Desarrolladora Cuatro Caminos SAPI de C.V. ("Desarrolladora Cuatro Caminos") 49.99 Jun-19 -
Mexico
(Mexico City)
Civil construction
Through ME Inmobiliaria SAPI 49.99
Desarrolladora Patzcuaro, SAPI de C.V. ("Desarrolladora Patzcuaro") Mexico 49.99
Through ME Inmobiliaria SAPI (Mexico City) 49.99 Civil construction Aug-19 -
Desarrollos DOT México, S.A. de C.V. ("Desarrollos DOT México") 43.35
Mexico
(Mexico City)
Civil construction and public works Apr-18 -
Through Mota-Engil México 43.35
Empresa Construtora Brasil, S.A. ("Empresa Construtora Brasil") Brazil 50.00
Through MEBR (Belo Horizonte) 50.00 Civil construction and public works Nov-12 -
Empresa Construtora de Honduras, S.A. ("Empresa Construtora Honduras") 35.70
Through Mota-Engil México Honduras
(Villanueva)
35.70 Civil construction and public works Aug-18 Sep-18
Fideicomiso de Vivienda de Bajo Costo Mota Engil, S.R.L. ("Fideicomiso VBC") Dominican 100.00 -
Republic
(Santo
Construction, renovation and repair of
residential buildings
Nov-15
Through Mota-Engil Dominicana Domingo) 100.00
Flame Investments, B.V. ("Flame Investments") Netherlands 51.00 Management of financial holdings Mar-15 -
Through Mota-Engil Latin America BV (Amsterdam) 51.00
FSE Comercializadora Fenix, SAPI de C.V. ("FSE Comercializadora Fenix")
Through Mota Engil America Latina SAPI
Mexico 34.00
0.00
Energy trading Sep-16 -
Through ME Energia operacional (Mexico City) 34.00
FSE Suministradora Fenix, SAPI de C.V. ("FSE Suministradora Fenix") 34.00
Through Mota Engil America Latina SAPI Mexico
(Mexico City)
0.00 Energy distribution Aug-16 -
Through ME Energia operacional 34.00
Generadora Fenix, SAPI de C.V. ("Generadora Fenix") Mexico 30.94 Energy production Sep-15 -
Through ME Energia operacional (Mexico City) 30.94
Grupo Constructor y Desarrollador de Puebla, S.A. de C.V. ("Grupo Constructor y Desarrollador de Puebla") 51.49
Through Mota
-Engil México
Mexico
(Mexico City)
50.49 Civil construction and public works Jun-20 -
Through Mota Engil America Latina SAPI 1.00
Limafren, S.A. ("Limafren") Uruguay 100.00 Civil construction and public works - Sep-22
Through Mota-Engil Peru
Lineas Mexico, B.V. ("Lineas Mexico")
(Montevideu) 100.00
100.00
Through Mota-Engil Latin America BV Netherlands
(Amsterdam)
100.00 Management of financial holdings May-21 -
Luso Energy del Peru S.A. ("Luso Energy del Peru") 100.00
Through Mota-Engil Peru (Lima) Peru
99.98
Other business activities
May-11 -
Through Mota-Engil Engenharia e Construção 0.02
MEBR Construções, Consultoria e Participações, S.A. ("MEBR")
Through Mota
-Engil Latin America BV
Brazil 100.00
33.75
Civil construction and public works Mar-11 -
Through Mota-Engil Latam Peru (São Paulo) 66.25
Mineria y Engenharia Andina S.A. ("Mineria y Engenharia Andina") 100.00
Through Mota
-Engil Engenharia e Construção África
Peru
(Lima)
1.00 Civil construction Feb-21 -
Through Mota-Engil Latam PT 99.00
Mota-Engil Aeropuertos, SAPI de C.V. ("Mota-Engil Aeropuertos")
Through Mota-Engil México
Mexico 51.01
50.99
Rendering of airport complementary Oct-22
Through Mota-Engil América Latina (Mexico City)
0.02
and commercial services -
Designation Head Quarters Percentage of
consolidation
Activity Incorporation
date
Acquisition
date
Mota-Engil América Latina SAPI de C.V. ("Mota-Engil América Latina")
Through Mota-Engil SGPS
Through Mota-Engil Latin America BV
Mexico
(Mexico City)
100.00
0.00
100.00
Management of financial holdings Nov-13 May-14
Mota-Engil Argentina, SAU ("Mota-Engil Argentina")
Through Mota-Engil Latin America BV
Argentina
(Buenos Aires)
100.00
100.00
Civil construction and public works Apr-18 -
Mota-Engil Aruba Construction Company VBA ("Mota-Engil Aruba Construction")
Through Mota-Engil Aruba Holding
Aruba
(Oranjestad)
100.00
100.00
Civil construction and public works Jan-12 Apr-16
Mota-Engil Aruba Holding Company VBA ("Mota-Engil Aruba Holding")
Through Mota-Engil Latin America BV
Aruba
(Oranjestad)
100.00
100.00
Management of financial holdings Dec-15 -
Mota-Engil Chile S.A. ("Mota-Engil Chile")
Through Mota-Engil Peru
Chile
(Santiago)
100.00
100.00
Civil construction and public works Feb-13 -
Through Mota-Engil Engenharia e Construção
Mota-Engil Colômbia, S.A.S. ("Mota-Engil Colômbia")
Through Mota-Engil Engenharia e Construção
Colombia 0.00
100.00
9.20
Civil construction and public works Feb-11 -
Through Mota-Engil Latin America BV
Mota-Engil Dominicana S.A.S. ("Mota-Engil Dominicana")
(Bogotá) 90.80
100.00
Through Mota-Engil Latin America BV
Through Mota-Engil Colômbia
Dominican
Republic
(Santo
Domingo)
99.97
0.03
Civil construction and public works Nov-14 Dec-23
Mota-Engil Energia, S.A. de C.V. ("ME Energia operacional") Mexico 34.00 Development and operationalization of
Through Mota-Engil Energy Holding
Through Mota-Engil América Latina SAPI
(Mexico City) 34.00
0.00
energy production Sep-15 -
Mota-Engil Energy Holding México, SAPI de C.V. ("ME Energy Holding ")
Through Mota
-Engil México
Through Mota-Engil Energy BV
Mexico
(Mexico City)
34.00
0.01
34.00
Management of financial holdings Nov-15 -
Mota-Engil Energy B.V. ("Mota-Engil Energy BV")
Through Flame Investments
Netherlands
(Amsterdam)
34.00
34.00
Finance and consulting Sep-15 -
Mota-Engil Fundações Brasil Ltda. ("Mota-Engil Fundações")
Through MEBR
Brazil
(Belo Horizonte)
100.00
100.00
Execution of foundation works,
engineering services, port, maritime
and fluvial works, as well as
May-23 -
Mota-Engil Honduras, S.A. ("Mota-Engil Honduras")
Through Mota
-Engil México
Honduras
(Tegucigalpa)
51.20
50.80
construction management
Construction and provision of civil
engineering and architecture services
Jun-18 -
Through Mota-Engil Latin America BV
Mota-Engil Inmobiliaria SAPI de C.V. ("ME Inmobiliaria SAPI")
0.40
50.49
Through Mota-Engil México Mexico
(Mexico City)
50.49 Real Estate development Jul-18 -
Mota-Engil Latam Col, S.A.S. ("Mota-Engil Latam Col")
Through Mota-Engil Colômbia
Colombia
(Bogotá)
100.00
99.00
Civil construction and public works Feb-11 -
Through Mota-Engil Engenharia e Construção
Mota-Engil Latam Colombia S.A.S. ("ME Latam Colombia SAS")
1.00
100.00
Through Mota-Engil Engenharia e Construção
Through Mota-Engil Latin America BV
Colombia
(Bogotá)
49.00
51.00
Civil construction and public works Dec-16 -
Mota-Engil Latam Peru, S.A. ("Mota-Engil Latam Peru")
Through Mota
-Engil Latin America BV
Through Mota-Engil Engenharia e Construção
Peru
(Lima)
100.00
99.90
0.10
Management of financial holdings Dec-15 -
Mota-Engil Latam Portugal, S.A. ("Mota-Engil Latam Portugal") Portugal
(Porto)
100.00
100.00
Management of financial holdings Jul-15 -
Through Mota-Engil SGPS
Mota-Engil Latin America B.V. ("ME Latin America bv")
Netherlands
(Amsterdam)
100.00
100.00
Management of financial holdings Nov-15 -
Through Mota-Engil Latam Portugal
Mota-Engil México, S.A. de C.V. ("Mota-Engil México")
Mexico 51.00
Through Mota-Engil Latin America BV
Through Mota-Engil América Latina SAPI
(Mexico City) 19.18
31.82
Civil construction and public works Jan-10 -
Mota-Engil O&M México, SAPI de C.V. ("Mota-Engil O&M México SAPI")
Through Mota-Engil México
Through Mota-Engil América Latina
Mexico
(Mexico City)
51.00
50.99
0.01
Civil construction and public works Sep-17 -
Mota-Engil Peru S.A. " ota-Engil Peru"
Through Mota-Engil Latin America BV
Through Mota-Engil Engenharia e Construção
Peru
(Lima)
100.00
99.90
0.10
Civil construction and public works Sep-86 -
Mota-Engil Servicios Compartidos, S.A. de C.V. ("Mota-Engil Servicios Compartidos")
Through Mota-Engil México
Mexico
(Mexico City)
51.00
51.00
Administrative services Sep-19 -
Through Mota-Engil América Latina SAPI
Operadora Maritima Matamoros SAPI de C.V. ("Operadora Marítima Matamoros")
0.00
51.00
Through Mota-Engil México
Through Mota-Engil O&M México SAPI
Mexico
(Mexico City)
25.50
25.50
Road concession and maintenance Apr-17 -
Operadora Tampico Ciudad Victoria, SAPI de C.V. ("Operadora Tampico Ciudad Victoria")
Through Mota-Engil México
Through Mota-Engil O&M México SAPI
Mexico
(Mexico City)
31.88
0.01
31.87
Road concession and maintenance Apr-17 -
Promotora de Autopistas del Oriente S.A. de CV ("Promotora de Autopistas del Oriente")
Through Mota-Engil México
Mexico 51.00
51.00
Management of financial holdings May-20 -
Through Mota-Engil O&M México SAPI
Promotora Inmobiliaria Santa Clara, S.A. ("Santa Clara")
(Mexico City) 0.00
100.00
Through Mota-Engil Peru
Through Mota-Engil Engenharia e Construção - Peru Branch
Peru
(Lima)
99.99
0.01
Real Estate development May-12 -
Puente Boca del Rio S.A. de C.V. ("Puente Boca del Rio")
Through Mota-Engil México
Through Mota–Engil Engenharia e Construção
Mexico
(Mexico City)
58.35
43.35
15.00
Civil construction and public works May-16 -
Stiler, SA, Limafren Sociedad Anonima y Otros ("Stiler")
Through Limafren
Uruguay
(Montevideu)
59.70
59.70
Architectural and engineering activities Jan-23 -
Tarucani Generating Company, S.A. ("Tarucani")
Through Luso Energy del Peru
Peru 100.00
99.98
Electric energy generation and Apr-00 -
Through Mota-Engil Peru (Lima) 0.02 distribution
Designation Head Quarters Percentage of
consolidation
Activity Incorporation
date
Acquisition
date
Tracevia Mexico S.A. de C.V. ("Tracevia Mexico") Mexico 99.99 Design, installation, development and
Through Tracevia Brasil (Mexico City)
99.99
maintenance of ITS Jun-17 Mar-23
Tracevia S.A. ("Tracevia Brasil") Brazil 100.00 Design, installation, development and Mar-11
Through MEBR (São Paulo) 100.00 maintenance of ITS -
Tuxpan - Tampico Construcciones, S.A. de C.V. ("Construtora Tuxpan Tampico") 51.00
Through Mota-Engil México Mexico 50.99
Civil construction and public works
- nov/17
Through Mota-Engil América Latina SAPI (Mexico City) 0.01

COMPANIES / ENTITIES INCLUDED IN THE CONSOLIDATION BY THE EQUITY METHOD

As of 31 December 2023, the companies / entities included in the accompanying consolidated financial statements by the equity method, their head quarters and percentage of consolidation, were as follows:

Designation Head Quarters Percentage of consolidation
Associated and joint ventures companies
Parent Company of the Group and others
Riscos e Diâmetros Angola, SGPS, S.A. ("Riscos e Diâmetros Angola") Portugal 30.10
Capital
Ascendi Mexico, S.A. C.V ("Ascendi Mexico") Mexico 60.00
Concessionária Rodovias do Tietê, S.A. ("Rodovias do Tietê") Brazil 30.00
D.I. Investimentos, S.A. ("DI Investimentos") Portugal 60.00
Lineas - Concessões de Transportes, SGPS, S.A. ("Lineas SGPS") Portugal 60.00
Lineas - Serviços de Administração e Gestão, Lda. ("Lineas") Portugal 60.08
Lineas Concessions Latam Holding, B.V. ("Lineas Concessions Latam Holding") Netherlands 60.00
Lineas International Holding, B.V. ("Lineas International Holding") Netherlands 60.00
Lineas Investimentos SGPS, S.A. ("Lineas Investimentos")
Lusoponte - Concessionária para a Travessia do Tejo, S.A. ("Lusoponte")
Portugal
Portugal
60.00
30.30
Operadora DI - Operação e Manutenção Rodoviária, S.A. ("Operadora Douro Interior") Portugal 48.45
SDI - Subconcessionária do Douro Interior, S.A. ("Douro Interior") Portugal 48.45
Mext
Edgagrpt, Lda. ("Edgagrpt") Portugal 50.00
MERESOL I – Real Estate, Lda. ("MERESOL I") Portugal 50.00
MERESOL II – Real Estate, Lda. ("MERESOL II") Portugal 50.00
Sociedade Mineira do Moquita, Limitada ("Sociedade Mineira Moquita") Angola 34.97
Environment
Ambilital – Investimentos Ambientais no Alentejo, EIM "Ambilital") Portugal 30.14
Citrup – Centro Integrado de Resíduos, Lda. "Citrup") Portugal 18.45
CTR Santa Luzia Tratamento e Disposição de Residuos S.A. ("CTR") Brazil 15.38
Ecolezíria - Empresa Intermunicipal para Tratamento de Resíduos Sólidos, EIM ("Ecolezíria") Portugal 15.07
ECOSS Ambiental Serviços de Limpeza Urbana - SPE Ltda. ("ECOSS Ambiental") Brazil 20.91
Mais ITAPEVI - SPE S/A ("Mais ITAPEVI") Brazil 21.53
Africa
Automatriz, S.A. ("Automatriz") Angola 33.50
Icer – Indústria de Cerâmica, Lda. "Icer") Angola 33.50
Infraconnect Eighteen Kenya Limited ("Infraconnect Eighteen Kenya") Kenya 16.12
Infraconnect Fifteen Kenya Limited ("Infraconnect Fifteen Kenya")
Lobito Atlantic Holding, S.A. ("Lobito Atlantic Holding")
Kenya
Portugal
16.12
49.50
Lobito Atlântic Railway, S.A. ("Lobito Atlantic Railway") Angola 49.48
Mebisa - Minerais e Britagens, S.A. ("Mebisa") Angola 20.10
SPRI - Sociedade Portuguesa de Realizações Industriais e Assistência Técnica, Lda. ("SPRI") Angola 40.00
Twine, Lda. ("Twine") Mozambique 50.00
Vista Power, Lda. ("Vista Power") Angola 33.50
Latin America
APP Coatzacoalcos Villahermosa SAPI de C.V. ("APP Coatzacoalcos Villahermosa") Mexico 19.38
APP Tamaulipas, SAPI de C.V. ("APP Tamaulipas") Mexico 23.97
Ausur, S.A. ("Ausur")
Autopista Urbana Siervo de la Nacion, SAPI de C.V. ("Autopista Siervo de la Nacion")
Argentina
Mexico
33.33
15.07
Besix - ECB SPE Ltda. ("Besix") Brazil
Concesionaria Alternativas Viales SAS ("Concesionaria Alternativas Viales") Colombia 45.65
Concesionaria Autopista Cardel-Poza Rica S.A. de C.V. ("Concesionaria Autopista Cardel") Mexico 28.73
Concesionaria Autopista Tuxpan-Tampico S.A. de C.V. ("Concesionaria Autopista Tuxpan-Tampico") Mexico 25.85
Concesionaria Cua SAPI de C.V. ("Concesionaria Cua") Mexico 50.83
Consorcio Línea Panama Norte ("Consórcio Linea Panamá Norte") Panamá 50.00
Consorcio Planeta Rica ("Consorcio Planeta Rica") Colombia 50.00
Consorcio Tren Ligero Línea 4 Guadalajara, SAPI de C.V. ("Consorcio Tren Ligero Línea 4") Mexico 26.01
Constructora Autopista Perote Xalapa, S.A. de C.V. ("Constructora Perote Xalapa")
Constructora Conexión Oriente, S.A. de CV ("Constructora Conexión Oriente")
Mexico
Mexico
25.50
25.5
Constructora M&R, S.A. de C.V. ("Constructora M&R") Mexico 10.20
Infraestructura y Construcciones de Nuevo León SAPI de C.V. ("Infraestructura y Construcciones de
Nuevo León")
Mexico 25.50
M&R de Occidente SAPI de C.V. ("Concessionária M&R") Mexico 20.00
Rovella Carranza S.A. - Mota-Engil México S.A.P.I. de C.V. - Unión Transitoria ("Rovella Carranza") Argentina 25.50
Sistemas Electricos Metropolitanos ("Sistemas Electricos Metropolitanos") Mexico 25.50
Terminal Maritima Matamoros, SAPI DE C.V. ("Terminal Maritima Matamoros") Mexico 24.99
Trans Tamaulipas, S.A. de C.V. ("Trans Tamaulipas") Mexico 17.00
Vías Y Comunicaciones Cua, SAPI de C.V. ("Vías Y Comunicaciones") Mexico 50.49
Martifer Group Portugal 37.50

As of 31 December 2023, the "Agrupamentos Complementares de mpresas" (ACE) included in the accompanying consolidated financial statements by the equity method and their percentage of consolidation, were as follows:

"Agrupamentos Complementares de Empresas" Percentage of consolidation
In activity
Ecotejo-Serviços Manut. Tejo Atlântico; ACE 50.00
Haçor M - Manutenção do Edifício do Hospital da Ilha Terceira, ACE 45.00
Manvia - Lena Ambiente, ACE 50.00
Mesofer, ACE 36.50
Metro Santos Sodré ACE 70.00
ME Water - Manvia Efacec Exploração Técn. Sistemas, ACE 50.00
In warranty period
Barragem de Foz Tua ACE 33.34
DIEXP - Expropriações do Douro Interior, ACE 37.08
EXPI - Expropriações do Pinhal Interior, ACE 37.08
GACE - Gondomar ACE 24.00
GCVC, ACE (Grupo Construtor de Vila do Conde) 42.86
GLEX - Expropriações da Grande Lisboa, ACE 42.08
Haçor Hospital da Terceira, ACE 77.50
HL - Hospital de Loures, ACE 65.00
LGC - Linha Gondomar, Construtores, ACE 30.00
Metroligeiro Construção de Infraestruturas, ACE 53.20
Mota-Engil/Acciona/Edivisa - Obras do Aproveitamento Hidroeléctrico de Alto Tâmega, ACE 42.50
Mota-Engil, Soares da Costa, Monteadriano - Matosinhos, ACE 42.86
Reforço de Potência da Barragem de Venda Nova III, ACE 28.33
Somague, BPC, Mota-Engil, SPIE - Linha Vermelha do Metropolitano em ACE 23.68
SOMAGUE/MOTA-ENGIL - COTA 500, ACE 36.42
Via Rápida Câmara Lobos ECL, ACE 36.42

JOINTLY CONTROLLED OPERATIONS

As of 31 December 2023, the consortiums included in the accompanying consolidated financial statements in the proportion of the assets, liabilities, expenses and income contractually attributable to the Group, their respective head quarters and percentage of consolidation, were as follows:

Designation Head Quarters Percentage of consolidation
Joint Operations
Africa
BEME VOF ("BEME VOF") Netherlands 50.00
Through MEEC África - Netherlands branch (Dordrecht) 50.00
Latin America
Consórcio Conservacion Vial Santa Rosa ("Consórcio Conservacion Vial Santa
Rosa") Peru
(Lima)
50.00
Through Mota- Engil Peru 50.00
Consórcio Constructor Del Puerto de San Martin ("CCPSM - Consorcio Constructor Peru 33.30
Del Puerto de San Martin") (Lima)
Through Mota- Engil Peru 33.30
Consórcio Ibagué-Honda-Cambao-Manizales ("Consórcio Ibague") Colombia 45.65
Through Mota–Engil Engenharia e Construção - Colômbia branch (Bogotá) 39.65
Through Mota- Engil Colômbia 6.00
Consorcio MEP-PTP ("Consorcio MEP-PTP") Peru 50.10
Through da Mota-Engil Peru (Lima) 50.10
Consórcio Mota-Engil Dominicana SAS/IEMCA ("Consórcio Mota-Engil Dominican Republic 70.00
Dominicana") (Santo Domingo)
Through Mota-Engil Dominicana 70.00
Consórcio Mota-Engil Peru HL Paita ("Consórcio Mota-Engil Peru HL Paita") Peru 50.00
Through Mota- Engil Peru (Lima) 50.00
Consórcio Puentes de Loreto ("Consórcio Puentes Loreto") 34.00
Through Mota–Engil Engenharia e Construção - Peru branch Peru
(Lima)
20.00
Through Mota- Engil Peru 14.00
Consórcio Vial Acobamba ("Consórcio Vial Acobamba") Peru 50.00
Through Mota- Engil Peru (Lima) 50.00
Consórcio Vial Jaylli ("Consórcio Vial Jaylli") Peru 42.00
Through Mota- Engil Peru (Lima) 42.00
Consórcio Vial Tambillo ("Consórcio Vial Tambillo") Peru 50.00
Through Mota- Engil Peru (Lima) 50.00
Consórcio Vial Vizcachane ("Consórcio Vial Vizcachane") Peru 50.00
Through Mota- Engil Peru (Lima) 50.00
Stracon Translei Joint Venture ("Stracon Translei") Peru 50.00
Through Mota- Engil Peru (Lima) 50.00
Translei Consórcio Cosapi ("Translei Consórcio Cosapi") Peru 50.00
Through Mota- Engil Peru (Lima) 50.00

455

TREE

INTEGRATED REPORT 2023

456

Integrated report 2023

3. REPORT ON CORPORATE GOVERNANCE

INTEGRATED REPORT 2023

3.1 Information on shareholder structure, Organisation and Corporate Governance

Introduction

References throughout this document to the Securities Code ("CVM") refer to the version in effect on 31 December 2023.

A. SHARE CAPITAL STRUCTURE

V. Capital structure

  1. Share capital structure (share capital, number of shares, distribution of capital to shareholders, etc.) including listing of shares not admitted for trading, different categories of shares, rights and duties inherent to them and the percentage of capital that each category represents (article 29-H, paragraph 1, subparagraph a)).

The share capital of Mota-Engil, S S, S.A. ("Mota- ngil" or "Company") is 6,775, 95 uros and is represented by 306,775,950 ordinary shares with a nominal value of 1 Euro per share. All shares are listed in Euronext Lisbon.

Distribution of capital by shareholders on 31 December 2023:

Shareholders No. of shares % of shares
held
% of voting
rights
Own shares: 6,091,581 1.99% -
Qualified holdings:
Mota Gestão e Participações, SGPS, S.A. 123,037,424 40.11% 40.92%
China Communications Construction Group 99,426,974 32.41% 33.07%
Other shareholders 78,219,971 25.50% 26.01%
306,775,950 100.00% 100.00%
  1. Restrictions on transferability of shares, such as consent for alienation clauses, or limitations to share ownership (article 29-H, paragraph 1, subparagraph b)).

There are no restrictions on the transfer or ownership of shares.

  1. Number of own shares, corresponding percentage of share capital and percentage of voting rights that would correspond to the own shares (article 29-H, paragraph 1, subparagraph. a)).

As of 31 December 2023, Mota-Engil held 6,091,581 own shares, corresponding to 1.99% of its share capital, which granted no voting rights.

  1. Significant agreements in which the Company is a party and that shall come into force, be modified or terminated upon a change in the Company's control, as a result of a public offer of acquisition, as well as their effects, unless if, due to its nature, their disclosure is prejudicial to the Company, except if the Company is obliged to disclose such information under other legal imperatives (article 29º-H, paragraph 1, subparagraph j)).

There are no significant agreements in which the Company is a part or that shall come into force, be modified or terminated in case of change in the Company's control, nor have any measures been adopted that require the payment or assumption of costs by the company in the event of change of control or composition of the Board.

  1. System of renewal or revoking of defensive measures, especially those that stipulate the limitations of the number of votes susceptible of being held, or exercised, by a single shareholder individually or in coordination with other shareholders.

No defensive measures were adopted and there are no statutory limitations on the number of votes that may be exercised by a single shareholder.

6. Shareholders' agreements that are known to the Company and may lead to restrictions on the transfer of securities or voting rights. (article 29º-H, paragraph 1, subparagraph g)).

The Company has no knowledge of any shareholder agreements that may result in restrictions in the transmission of securities or voting rights.

VI. Holdings and bonds held

7. Identification of individuals or legal persons which, directly or indirectly, hold qualified holdings (article 29-H, paragraph 1, subparagraph c)), with detailed indication of the percentage of capital, attributable votes, source and causes of attribution.

As of 31 December 2023, and according to the notices received by the Company, the shareholders who, as per article 20 of the CVM, hold a qualified holding representing at least 5% of the share capital of Mota-Engil are as follows:

Shareholders No. of shares % of shares
held
% of voting
rights
Mota Gestão e Participações, SGPS, S.A. (*) 117,827,648 38.41% 39.19%
António Manuel Queirós Vasconcelos da Mota () / (*) (a) 1,650,000 0.54% 0.55%
Maria Paula Queirós Vasconcelos Mota de Meireles () / (*) (a) 1,444,490 0.47% 0.48%
Maria Teresa Queirós Vasconcelos Mota Neves da Costa (***) (a) 856,300 0.28% 0.28%
Maria Manuela Queirós Vasconcelos Mota dos Santos (***) (a) 829,530 0.27% 0.28%
Maria Sílvia Fonseca Vasconcelos Mota (***) 187,061 0.06% 0.06%
Carlos António Vasconcelos Mota dos Santos () / (*) 131,000 0.04% 0.04%
António Maria Vasconcelos Mota de Meireles (***) 76,395 0.02% 0.03%
José Manuel Mota Neves da Costa (***) 35,000 0.01% 0.01%
Attributable to Mota Gestão e Participações, SGPS, S.A. 123,037,424 40.11% 40.92%
Epoch Capital Investments BV (*) 99,426,974 32.41% 33.07%
Attributable to China Communications Construction Group 99,426,974 32.41% 33.07%
Sub-total I 222,464,398 72.52% 73.99%
Own shares 6,091,581 1.99% 0.00%
Other shareholders 78,219,971 25.50% 26.01%
Sub-total II 84,311,552 27.48% 26.01%
TOTAL 306,775,950 100.00% 100.00%

(*) Direct shareholder of the Company

(**) Member of the Board of Directors of the Company

(***) Member of the Board of Directors of Mota Gestão e Participações, SGPS, S.A.

As of 31 December 2023, Mota Gestão e Participações, SGPS, S.A. ("MGP") was 100% held by the individuals mentioned above with an (a). The percentage of capital held by each of those individuals in MGP can be found in paragraph 4.3 of chapter 4 - Annexes.

As of the date of this report, 123,037,424 shares corresponding to 40.11% of the share capital of Mota-Engil, granting 40.92% of voting rights, were attributable to MGP.

There are no shareholders, or categories of shareholders, holding special rights.

8. Indication of the number of shares and bonds held by management members and supervisory bodies. [NOTE: the information shall be provided in compliance with no. 5 of article 447 of the Portuguese Commercial Societies Code]

Shares and bonds held by members of the management and supervisory bodies of the Company are disclosed and attached to the annual management report under the terms of article 447 of the Portuguese Commercial Societies Code (see paragraph 4.3 of chapter 4 - Annexes).

9. Special powers of the management body, namely regarding the decision to increase capital (article 29-H, paragraph 1, subparagraph i)), with date indication on which such powers were granted, term to which they may be exercised, maximum quantitative limit of the increase in social capital, amount already issued under the powers granted and way of achieving the assigned powers.

The Shareholders' eneral Meeting held on 7th January 2021, approved the inclusion of a new article to the Company's articles of association (article 6-A), granting to the Board of Directors the authorisation to decide, only once, upon the increase of capital through new cash inflows and up to the maximum amount of 100 million Euros.

For the year ending on the 31st December 2021, the authorisation referred to above was used in full for the share capital increase which took place on 28 May 2021 (from 237,505,141 Euros to 306,775,950 Euros).

10. Information on the existence of significant relations of commercial nature between the holders of qualifying holdings and the Company.

In the period ended on 31 December 2023 there were no significant relations of commercial nature between the holders of qualifying holdings and the Company.

B. GOVERNING BODIES AND COMMITTEES

I. General Meeting

11. Identification and duties of the members of the oard of the Shareholder's General Meeting and respective mandate (beginning and end)

As of 31 December 2023, the General Meeting was composed of the following members with mandates for the next three-year period, 2023-2026;

Chairman: António Cândido Lopes Natário Secretary: Rui Jorge Teixeira de Carvalho Pedroto

12. Potential restrictions to the right to vote, such as limitations to vote dependent on the ownership of a number or percentage of shares, deadlines set for the exercise of voting rights or systems that highlight ownership rights (article 29- H, paragraph 1, subparagraph f))

According to the articles of association of Mota-Engil, each share corresponds to one vote, except for preferred non-voting shares, thus ensuring the necessary proportionality between the holding of capital and the right to vote.

Even though the articles of association of Mota-Engil provide for the possibility of the Company issuing preferred non-voting shares, this class of shares does not currently exist.

On the other hand, according to article 16, paragraph 3 of the Company's articles of association, in cases where the order of business includes matters for which the approval requires a qualified majority, the General Meeting may only decide at first notice if shareholders who hold shares corresponding to more than 50% of the share capital are present or represented.

The statutory rules on the exercise of voting rights by correspondence are stipulated in article 15 of the Company's articles of association. In accordance with this article, shareholders may vote by correspondence on each and every matter, there are no restrictions in this regard.

The Company provides a form for the exercise of voting rights by correspondence voting. This form may be obtained through the services of the Investors Relations Board (Dr Pedro Arrais – email: [email protected]).

ostal votes shall be considered only if received at the Company's head office at least three days before the date of the eneral Meeting.

During 2023, the participation and exercise of voting rights remotely or electronically was not implemented. However, the Company's articles of association anticipate for such possibility.

The shareholders of the Company may access, on the website (www.mota-engil.com), the necessary information of the General Meeting's minutes, which must be disclosed within five days following the realisation of the respective meeting.

The Company provides, on its website (www.mota-engil.com), information concerning the resolutions made in the General Meetings for at least the last three financial years, as well as the corresponding share capital represented and the voting results.

The Company has not adopted any mechanism that causes mismatch between the right to receive dividends or subscription of new shares and the voting rights of each share.

13. Indication of the maximum percentage of voting rights which may be exercised by a sole shareholder or shareholders who find themselves in one of the relationships covered by article 20, paragraph 1

The articles of association of the Company do not provide for a limitation on the number of votes that may be held or exercised by a sole shareholder, individually or jointly with other shareholders.

14. Identification of the shareholders decisions which, by requirement of the articles of association, can only be taken with a qualified majority, in addition to those required by the law, and indication of said majorities

In accordance with the terms of the articles of association of the Company, the decisions of the Shareholders' General Meeting shall be made by a simple majority except when the law requires otherwise or if, in particular, they relate to the matters detailed below in article 16, paragraph 2, for which a qualified majority of at least 70.01% is required:

a) demerger, merger, transformation and dissolution of the Company, as well as the entering into a, amendment of or termination of a subordination contract or a parity group contract;

b) approval and amendment of the articles of association of the Company;

c) increase in the Company's capital;

d) reduction of the Company's share capital, amortisation or redemption of shares;

e) limitation or suppression of the pre-emption rights of shareholders in capital increases;

(f) any

(i) acquisition or transfer - even if derived from loss of control, merger or demerger of a subsidiary - of a shareholding, assets or business unit, provided that the respective amount exceeds 15% (fifteen per cent) of the total consolidated assets of the Company;

(ii) decision to cease an activity or to initiate a new activity, even if included in the Company's corporate purpose, provided that the respective amount exceeds 15% (fifteen per cent) of the value of the total consolidated assets of the Company;

g) any matters, not included in the previous subparagraphs, subject to a qualified majority in accordance with mandatory law.

II. Management and Supervision

15. Identification of the governance model adopted

Mota-Engil adopts a Latin/classic model of governance composed of a Board of Directors, a Statutory Audit Board and a Statutory Auditor who is not a member of the Statutory Audit Board. The Board of Directors is the body responsible for all administrative measures relating to the corporate purpose, determining the strategic direction, and pursuing the assignment and general supervision of the actions of the Executive Committee and the specialist committees it sets up. The other two bodies are responsible for supervision.

The details of the structure adopted, the bodies of which it is composed and their corresponding functions and responsibilities are set out below.

16. Regulations in the articles of association regarding procedural and material requirements applicable to the appointment and replacement of members, when applicable, for the Board of Directors, the Executive Administration Board and the General and Supervisory Board (article 29-H, paragraph 1, subparagraph h))

The members of the Board of Directors are appointed, as per the law and statutes, under the terms approved at the Shareholders' Annual eneral Meeting (A M). Additionally, and as stipulated by the law and the articles of association, the Board of Directors elected an Executive Committee. Also, the Company's articles of association establish that the special rules, regarding the appointment of the members of the Board of Directors, established in article 19, paragraphs 2 to 5, shall be applicable, with the necessary adaptations, to their replacement.

17. Composition, as applicable, of the Board of Directors, the Executive Administration Board and the General and Supervisory Board, with indication of the statutory minimum and maximum number of members, the statutory duration of the term, number of permanent members, date of the first appointment and date of end of term of each member

According to the Company's articles of association, the Board of Directors is composed of a regular number of members to be established by the General Meeting that elects them. The term of office of the Board of Directors is three years, and by law its members may be re-elected. The current term of office of the Board of Directors corresponds to the three-year period 2021- 2023.

As of 31 December 2023, Mota-Engil had a Board of Directors made up of 17 members: one Chairman, three Deputy Chairmen and seventeen members. On the same date, five of its members performed executive functions and formed an Executive Committee, while the remaining twelve performed non-executive functions.

Director First appointment Current term of office
Ana Paula Chaves e Sá Ribeiro 11/05/2018 31/12/2023
António Manuel Queirós Vasconcelos da Mota 31/03/2000 31/12/2023
Carlos António Vasconcelos Mota dos Santos 17/04/2012 31/12/2023
Di Xiao 30/06/2021 31/12/2023
Francisco Manuel Seixas da Costa 11/05/2018 31/12/2023
Gonçalo Nuno Gomes de A. Moura Martins 28/03/2008 31/12/2023
Helena Sofia Salgado Cerveira Pinto 11/05/2018 31/12/2023
Isabel Maria Pereira Aníbal Vaz 30/06/2021 31/12/2023
Jingchun Wang 30/06/2021 31/12/2023
João Pedro dos Santos Dinis Parreira 30/01/2023 31/12/2023
José Carlos Barroso Pereira Pinto Nogueira 30/01/2023 31/12/2023
Leong Vai Tac 06/05/2022 31/12/2023
Manuel António da Fonseca Vasconcelos da Mota 25/05/2016 31/12/2023
Maria Paula Queirós Vasconcelos Mota de Meireles 31/03/2000 31/12/2023
Paulo Sacadura Cabral Portas 30/01/2023 31/12/2023
Ping Ping 30/06/2021 31/12/2023
Tian Feng 30/06/2021 31/12/2023

Additionally, Carlos António Vasconcelos Mota dos Santos is currently Chairman of the Board of Directors and of the Executive Committee.

18. Distinction between executive and non-executive members of the Board of Directors and, regarding the non-executive members, identification of the members who could be considered independent or, where applicable, identification of the independent members of the General and Supervisory Board

As of 31 December 2023, the classification of the members of the Board of Directors was as follows:

Director Executive /
Non-executive (1)
Independent /
Non-independent (2)
Ana Paula Chaves e Sá Ribeiro Non-executive Independent
António Manuel Queirós Vasconcelos da Mota Non-executive Non-independent
Carlos António Vasconcelos Mota dos Santos Executive Non-independent
Di Xiao Executive Non-independent
Francisco Manuel Seixas da Costa Non-executive Independent
Gonçalo Nuno Gomes de A. Moura Martins Non-executive Non-independent
Helena Sofia Salgado Cerveira Pinto Non-executive Independent
Isabel Maria Pereira Aníbal Vaz Non-executive Independent
Jingchun Wang Non-executive Non-independent
João Pedro dos Santos Dinis Parreira Executive Non-independent
José Carlos Barroso Pereira Pinto Nogueira Executive Non-independent
Leong Vai Tac Non-executive Independent
Manuel António da Fonseca Vasconcelos da Mota Executive Non-independent
Maria Paula Queirós Vasconcelos Mota de Meireles Non-executive Non-independent
Paulo Sacadura Cabral Portas Non-executive Independent
Ping Ping Non-executive Non-independent
Tian Feng Non-executive Non-independent

(1) Executive: Member of the Executive Committee; Non-executive: non-member of the Executive Committee;

(2) Considered independent under the independence criteria set out in paragraph 18.1 of Appendix I to Regulation No. 4/2013 of CMVM (Comissão de Mercado e Valores Mobiliários - Portuguese Securities Market Commission) and recommendation IV.2.4 of the Corporate Governance Code of the Portuguese Institute of Corporate Governance (IPCG - Instituto Português de Corporate Governance) (2018 and revised in 2023).

Additionally, given the responsibilities assumed, the time spent and comparable salary practices, it is understood that the annual remuneration (disclosed in paragraph 77), in the form of attendance fees, of management members Ana Paula Chaves e Sá Ribeiro, Francisco Manuel Seixas da Costa, Helena Sofia Salgado Cerveira Pinto, Isabel Maria Pereira Aníbal Vaz, Leong Vai Tac and Paulo Sacadura Cabral Portas does not deprive them of their independence.

In other respects, as there are six independent directors, in accordance with the above mentioned criteria, out of a total of twelve non-executive directors, it is considered that there is an adequate proportion of independent directors among the nonexecutive directors. In this regard, it should be noted that according to the company's current articles of association, taking into consideration the current shareholder structure, independent directors must represent at least 33.3% of the total number of directors.

Finally, given the size and complexity of the Group, which pursues various activities in a high number of countries, and considering the benchmarking analysis carried out to other companies listed in Portugal and in the European Union, the current number of non-executive directors is deemed to be adequate for efficiently ensuring of the tasks assigned to them.

19. Professional qualifications and other curricular elements of interest of each member, where applicable, of the Board of Directors, the General and Supervisory Board and the Executive Board.

As of 31 December 2023, the curricula of the members of the Board of Directors were as follows:

Carlos António Vasconcelos Mota dos Santos (Chairman)

Professional qualifications

  • Bachelor's Degree in Civil Engineering at the Engineering Faculty of the University of Porto
  • Master in Business Administration at the University of Porto

Career path in the last five years

  • Apart from being Chairman of the Board of Directors and the Executive Committee of Mota-Engil, SGPS, S.A., has performed duties in the last five years in various governing bodies of Group companies and companies outside the Group

António Manuel Queirós Vasconcelos da Mota (Deputy Chairman)

Professional qualifications

  • Bachelor's Degree in Civil Engineering Transport Links) at the Engineering Faculty of the University of Porto

Career path in the last five years

  • Apart from being an independent non-executive member of the Board of Directors of Mota-Engil, SGPS, S.A., has performed duties in the last five years in various governing bodies of Group companies and companies outside the Group

Gonçalo Nuno Gomes de Andrade Moura Martins (Deputy Chairman)

Professional qualifications

  • Bachelor's degree in Law at the Law Faculty of University of Lisbon

  • Postgraduate Degree in Management at Instituto Superior de Gestão (Management Higher Institute)

Career path in the last five years

  • Apart from being an independent non-executive member of the Board of Directors of Mota-Engil, SGPS, S.A., has performed duties in the last five years in various governing bodies of Group companies and companies outside the Group

Jingchun Wang (Deputy Chairman)

Professional qualifications

  • Bachelor's Degree in Engineering Construction of highways and expressways) at the University of Chang'an

Career path in the last five years

  • Apart from being a non-executive independent member of the Board of Directors of Mota-Engil, SGPS, S.A., has performed duties in the last five years in various governing bodies of companies outside the Group

Ana Paula Chaves e Sá Ribeiro (Independent member)

Professional qualifications

  • Bachelor's Degree in Business Management and Administration from the Portuguese Catholic University
  • Postgraduate Degree in Sustainable Development from the Nova School of Business and Economics

Career path in the last five years

  • Apart from being a non-executive independent member of the Board of Directors of Mota-Engil, SGPS, S.A. since 2018, has been performing/has performed duties in the last five years in various governing bodies of companies outside the Group

Di Xiao (Member)

Professional qualifications

  • Bachelor's Degree in International Accounting at the University of International Studies of Shangai

  • Master's Degree in Accounting at the University of Economy and International Business

Career path in the last five years

  • Apart from having been a member of the Board of Directors of Mota-Engil, SGPS, S.A. since 2021, has performed duties in the last five years in various governing bodies of companies outside the Group

Francisco Manuel Seixas da Costa (Independent Member)

Professional qualifications

  • Bachelor's Degree in Social and Political Sciences at University of Lisbon

Career path in the last five years

  • Apart from being a non-executive independent member of the Board of Directors of Mota-Engil, SGPS, S.A. since 2018, has been performing/has performed duties in the last five years in various governing bodies of companies outside the Group

Helena Sofia Salgado Cerveira Pinto (Independent Member)

Professional qualifications

  • Bachelor's Degree in Business Management and Administration at the Portuguese Catholic University
  • Master's Degree in Business Administration at the Portuguese Catholic University
  • Master's Degree in Business Operations Management at the Catholic University Porto Business School
  • PhD in Business Studies at Warwick Business School

Career path in the last five years

  • Apart from being a non-executive independent member of the Board of Directors of Mota-Engil, SGPS, S.A. since 2018, has been performing/has performed duties in the last five years in various governing bodies of companies outside the Group

Isabel Maria Pereira Aníbal Vaz (Independent member)

Professional qualifications

  • Bachelor's Degree in Chemical Engineering Processes and Industry Field) at Instituto Superior Técnico Higher Technical Institute)

  • Master's Degree in Business Administration with specialisation in Management at Universidade Nova de Lisboa (NOVA University of Lisbon)

Career path in the last five years

  • Apart from being a non-executive independent member of the Board of Directors of Mota-Engil, SGPS, S.A. since 2018, has been performing/has performed duties in the last five years in various governing bodies of companies outside the Group

João Pedro dos Santos Dinis Parreira (Member)

Professional qualifications

  • Bachelor's degree in Law at the Law Faculty of University of Coimbra
  • Post-Graduate Degree in Management at the Portuguese Catholic University

Career path in the last five years

  • Apart from being a non-executive independent member of the Board of Directors of Mota-Engil, SGPS, S.A., has been performing/has performed duties in the last five years in various governing bodies of Group companies

José Carlos Barroso Pereira Pinto Nogueira (Member)

Professional qualifications

  • Bachelor's Degree in Economics at the Faculty of Economics and Business from the Portuguese Catholic University

Career path in the last five years

  • Apart from being a non-executive independent member of the Board of Directors of Mota-Engil, SGPS, S.A., has been performing/has performed duties in the last five years in various governing bodies of Group companies

Leong Vai Tac (Independent Member)

Professional qualifications

  • Degree in Mathematics at the University of Waterloo, Canada

  • PhD in Law at Peking University, China

Career path in the last five years

  • Apart from being a non-executive independent member of the Board of Directors of Mota-Engil, SGPS, S.A. since 2022, has been performing/has performed duties in the last five years in various governing bodies of companies outside the Group

Manuel António da Fonseca Vasconcelos da Mota (Member)

Professional qualifications

- Master's Degree in Civil Engineering at University College of London

Career path in the last five years

  • Apart from being a member of the Board of Directors and the Executive Committee of Mota-Engil, SGPS, S.A., has been performing/has performed duties in the last five years in various governing bodies of Group companies and companies outside the Group

Maria Paula Queirós Vasconcelos Mota de Meireles (Member)

Professional qualifications

  • Bachelor's Degree in Civil Engineering at the Engineering Faculty of the University of Porto

Career path in the last five years

  • Apart from being a member of the Board of Directors of Mota-Engil, SGPS, S.A., has been performing/has performed duties in the last five years in various governing bodies of Group companies and companies outside the Group

Paulo Sacadura Cabral Portas (Independent Member)

Professional qualifications

  • Bachelor's Degree in Law from the Portuguese Catholic University

Career path in the last five years

  • Apart from being a non-executive independent member of the Board of Directors of Mota-Engil, SGPS, S.A. since 2023, has been performing/has performed duties in the last five years in various governing bodies of companies outside the Group

Ping Ping (Member)

Professional qualifications

  • Bachelor's Degree at the Chinese University of Political Science and Law

  • Master's Degree at the Chinese University of Political Science and Law

Career path in the last five years

  • Apart from being an independent non-executive member of the Board of Directors of Mota-Engil, SGPS, S.A. since 2021, has been performing/has performed duties in the last five years in governing bodies of Group companies and companies outside the Group

Tian Feng (Member)

Professional qualifications

  • Master's Degree in Civil Engineering at the University of Tsinghua China)

Career path in the last five years

  • Apart from being a member of the Board of Directors Mota-Engil, SGPS, S.A. since 2021, has been performing/has performed duties in the last five years in various companies outside the Group

Paragraph 4.7 of chapter 4 - Annexes of this report contains the list of positions held in the last 5 years by the members of the Board of Directors of Mota-Engil in other companies of the Group and outside the Group.

20. Family, professional or commercial relationships which are ongoing and significant of the members, where applicable, of the Board of Directors, of the General and Supervisory Board and of the Executive Administration Board with shareholders to whom a qualified participation greater than 2% of voting is attributable.

The members of the Board of Directors António Manuel Queirós Vasconcelos da Mota and Maria Paula Queirós Vasconcelos Mota de Meireles are siblings and together with two more sisters hold 100% of the share capital of MGP. The percentage of capital held by each of those individuals in MGP can be found in paragraph 4.3 of chapter 4 of the Annexes.

Board of Directors member Manuel António da Fonseca Vasconcelos da Mota is the son of António Manuel Queirós Vasconcelos da Mota, while the member Carlos António Vasconcelos Mota dos Santos is the son of Maria Manuela Queirós Vasconcelos Mota dos Santos (shareholder of MGP).

  1. Organisational charts or tables of duties related to the division of responsibilities between the various corporate bodies, committees and/or departments of the Company, including information regarding the scope of the delegation of responsibilities, in particular with regard to the delegation of the day-to-day management of the Company.

Management bodies

As of 31 December 2023, Mota-Engil had a Board of Directors made up of 17 members: one Chairman, three Deputy Chairmen and seventeen members. On the same date, five of its members performed executive functions and formed an Executive Committee, while the remaining twelve performed non-executive functions.

The following paragraphs exhaustively describe the content of the regulations governing the functioning of the management bodies and their subcommittees, particularly with regard to composition, competences and functioning.

Board of Directors

Composition

According to the operating regulations of the Board of Directors, the profile of its members must be adequate to the duties to perform, including individual qualities such as competence, independence, integrity, availability and professional experience.

On the other hand, all members of the Board of Directors must meet diversity criteria, including gender, training and experience, so as to contribute to the excellence of their performance and of the balanced governance model of the Company and the Group.

In addition, in line with Law no. 62/2017, the least represented gender in the Board of Directors shall always make up at least 33.3% of all its members.

Whenever the Chairperson of the Board of Directors is a non-independent member, the independent members shall appoint among themselves a coordinator who shall ensure: (1) a dialogue with the Chairman of the Board of Directors and other directors; (2) the conditions and means necessary to the performance of duties and the assessment of the performance of the bodies and internal committees; and (3) the liaison with the internal sub-committees, namely the Assessment and Remuneration Committee. In the current term of office of the Board of Directors, Mrs. Helena Sofia Salgado Cerveira Pinto was appointed Senior Independent Director.

In case there are facts that might constitute or give rise to a conflict of interests between a member of the Board of Directors and the interest of the Company, the member in question must inform the Board of Directors of such facts, as established in the conflict of interest procedure which was unanimously approved.

In the situation described above, the member of the Board of Directors shall refrain from taking part and voting at the meeting in which the matter is discussed and voted, without prejudice to the duty to provide information and clarifications that might be imposed on the member.

Duties

The oard of Directors is responsible for managing the Company's activity in accordance with the Portuguese Commercial Companies Code and the articles of association.

Consequently, the oard of Directors, is responsible, after obtaining the Statutory Audit oard's opinion, for approving the general lines of the Company's strategy and its Corporate isk olicy, which must include the establishment of limits to risktaking, and may not delegate those matters or the organisation and coordination of the Company's corporate structure, particularly its internal control system, nor other strategic matters, according to their amount, risks or particular characteristics.

It is the responsibility of the Board of Directors, with the prior opinion of the Statutory Audit Board, to approve the policy on transactions with related parties and to periodically provide the Statutory Audit Board with a report analysing this matter.

The Board of Directors is also responsible for establishing procedures focused on monitoring, periodic assessment and adjustments to the internal control system in force, including an annual assessment of the degree of compliance and performance of that system, as well as the prospect of change of the risk framework previously defined.

Furthermore, the Board of Directors is also responsible for establishing the general guidelines of the management model of the company and its subsidiaries and may submit proposals to the General Meeting of Shareholders on changes to the governance model of the group.

The Board of Directors, within the limits permitted by law, may delegate the day-to-day management of the Company to an Executive Committee and appoint its Chairman. The matters delegated to the Executive Committee are described in this paragraph, in the sub-chapter concerning the Executive Committee.

The Board of Directors may also delegate to one or multiple directors the handling of certain administration matters, namely through the constitution of Committees, and appointing their Chairmen.

Lastly, among other responsibilities, it is up to the Chairman of the Board of Directors to implement mechanisms of annual assessment on the functioning of the Board of Directors, as well as on the performance of its Committees and executive directors, considering compliance with the Company's Strategic lan and udget, risk management, their internal operation and contribution of each member to that effect as well as the relationship among the Company's multiple bodies and Committees.

Functioning

The Board of Directors shall meet, as a rule, on at least a monthly basis and may hold extraordinary meetings, whenever convened by its Chairman or two Directors, with the schedule for each year's meetings being drawn up by the Chairman of the Board of Directors and communicated to all its members as well as to the members of the Statutory Audit Board, no later than 15 December of the previous year.

The notice for each meeting shall be sent by the Chairman of the Board of Directors to all the members of the Statutory Audit oard with at least 7 working days' notice, together with the respective agenda. The collection and distribution of supporting documentation for each item on the agenda is ensured by the Chairman's Assistant.

The Board of Directors may not decide without the presence or representation of most of its members.

Any member of the Board of Directors may be represented by another member through a representation document that may only be used once.

The members of the Statutory Audit Board shall attend the meetings of the Board of Directors to which the Chairman of the Board of Directors convenes them, or those in which the periodic disclosure of financial information is assessed, and any others, whenever the Chairman deems it to be appropriate.

The directors shall ensure that their attend is no less than eighty percent of the meetings of the Board of Directors held in each financial year.

The resolutions of the Company's oard of Directors shall be taken by a simple majority of the votes cast. However, the matters provided for in article 20, paragraph 7 of the articles of association shall be approved by favourable votes from more than 2/3 of the members of the Board of Directors.

The minutes from each meeting are drafted and then validated by all persons attending and shown to all members of the Board of Directors and the Statutory Audit Board.

The non-executive directors monitored the Company's business, thus guaranteeing their competence to supervise, inspect and assess the business, specifically through periodic meetings of the Board of Directors and of the corporate Committees to which some belong, without prejudice to the access to any information or documentation that might have been requested. Specifically, it should be noted that the definition of the strategy and its periodic assessment, as well as the updating of the risk management policy were approved in meetings of the Board of Directors with the essential participation of the non-executive directors.

Lastly, in exercising their non-executive duties, the directors were not faced with any constraints in the financial year of 2023. The annual management report includes a description of the activity of the non-executive directors.

Executive Committee

Composition

According to the operating regulations of the Executive Committee, the profile of its members must be adequate to the duties to perform, including individual qualities such as competence, independence, integrity, availability and professional experience.

In addition, in case there are facts that might constitute or give rise to a conflict of interests between a member of the Executive Committee and the interest of the Company, the member in question shall be obliged to inform the Board of Directors of such facts, as established in the Company's conflict of interests procedure.

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In the situation described above, the member of the Executive Committee shall refrain from taking part and voting at the meeting in which the matter is discussed and voted, without prejudice to the duty to provide information and clarifications that might be imposed on the member.

Furthermore, under the terms of the law and the policy on transactions with related parties, whenever a member of the Executive Committee is a party in a business with the Company or with controlled or controlling companies (a business with related parties), such business shall be subject to the opinion of the Statutory Audit Board and approval of the Board of Directors, except in the cases provided for by law and in that policy.

As indicated in paragraph 18 of this report, the Executive Committee is composed of 5 members.

Duties

The xecutive Committee is responsible for managing the Company's activity as prescribed in the Portuguese Commercial Companies Code and according to the delegation approved by the Board of Directors under the terms of the article 20 of the articles of association.

The Executive Committee shall execute and supervise the implementation of the policies approved by the Board of Directors for Group companies, supporting their activity and taking decisions regarding the matters it has been entrusted with.

In accordance with the articles of association, and as approved at meetings of the Board of Directors, the following matters were specifically delegated to the Executive Committee:

  • − Tax opinions related to the subsidiaries with profit and loss before tax lower than a pre-defined amount;
  • − Any change to the object or articles of association of the subsidiaries with a turnover lower than a pre-defined amount;
  • − Conclusion, modification or termination of agreements on patents, licences or know-how;
  • − provision of guarantees of any type, such as debt assumption (for example, comfort letters, provision of guarantees, encumbrances on any assets of a subsidiary) lower than an individually pre-defined amount or lower than a pre-defined aggregate amount regarding obligations towards related third parties by subsidiaries;
  • − Submission of commercial proposals lower than a pre-defined amount;
  • − All strategic partnerships and/or new capital partnerships (new partners for new projects or investments) in projects with an annually estimated turnover lower than a pre-defined amount;
  • − Contract signing for goods and services of a value lower than a pre-defined amount;
  • − Strategic investment operations, including concessions or divestments not included in the Investment Plan, of a value lower than a pre-defined amount;
  • − Commencement of legal proceedings against clients, partners or entities hired, as well as proceedings related to receivables (or related receipts agreements) of a sum lower than a pre-defined amount);
  • − Increase in less than 20% in the medium and long-term debt of the Group or its subsidiaries (not planned for in the budget);
  • − Financial transactions for subsidiaries which require guarantees from the Group;
  • − Appointment, cessation of activity or removal from duties in governing bodies of subsidiaries with a turnover lower than a pre-defined amount;
  • − Any contribution of a cultural, social or scientific nature, within the scope of the social responsibility programme of the Group, of less than a pre-defined amount.

Furthermore, the Executive Committee is also responsible for:

  • − Submitting proposals to the Board of Directors regarding the Group's Business lan (including the roup's strategic goals and the Economic and Financial Plan), Corporate Policies, Annual Budget and Investment and Financing Plan;
  • − Submitting proposals to the Board of Directors regarding the entry in new regions, markets or businesses;
  • − Submitting proposals to the Board of Directors regarding operations of acquisition, merger and sale of subsidiaries;
  • − Submitting proposals to the Board of Directors regarding the incorporation of brands from any subsidiary;
  • − Submitting proposals to the Board of Directors regarding any strategic partnership and/or capital partnership (new partners for new contracts or investments);
  • − Submitting proposals to the Board of Directors on the guidelines for the Group regarding dividend policy, capital structure, investments, debt management, bond issue and exchange operations, loans, financing, banking relationship, insurance and guarantees;
  • − Submitting proposals to the Board of Directors to increase the exposure of the medium and long-term debt of the Group and its subsidiaries (in addition to the Budget);
  • − Submitting proposals to the Board of Directors regarding financial transactions of subsidiaries which require corporate guarantees from the Company;
  • − Submitting proposals to the Board of Directors regarding structural operations of capital and medium and long-term debt;
  • − Submitting proposals to the Board of Directors regarding midterm and annual reports of the consolidated and individual accounts of the Company;
  • − Submitting proposals to the Board of Directors regarding the guidelines of the management model of the Group and its subsidiaries;
  • − Submitting proposals to the Board of Directors regarding policies focused on the institutional representation of the Group, regions and markets;
  • − Approving the issue and revocation of powers of attorney;
  • − Approving short, medium and long-term decisions related to debt;
  • − The official administrative and legal representation of the Company;
  • − The institutional representation of the Group by delegation of the Board of Directors;
  • − Representing the Group with current and potential investors by delegation of the Board of Directors;
  • − Approving the marketing policies of the Group;
  • − Approving and coordinating the internal communication actions of the Group;
  • − Submitting proposals to the Board of Directors, including opinions, on the strategic guidelines of the Group, regions and markets, on the human resources policies, with regard to the development of careers, remuneration and incentives;
  • − Approving the human resource annual action plan (Top Management and young talent with great potential);
  • − Approving the human resource policies for Top Management regarding the development of careers, remuneration and incentives;
  • − Approving human resource policies, including the performance management, evaluation and incentives system for employees.

Additionally, it is up to the Chairman of the xecutive Committee to inform the oard of Directors of the Committee's activity, its decisions and their respective implementation. Lastly, the executive members provided to non-executive members and members of other governing bodies all the clarifications needed to perform their duties, either on their own initiative or at the request of the remaining members, namely during the meetings of the Board of Directors.

Functioning

The Executive Committee shall meet, as a rule, at least twice a month and may hold extraordinary meetings, whenever convened by its Chairman or by two other directors, with the calendar for each year's meeting being drawn up by the Chairman of the Executive Committee and communicated to all members no later than the 15th of December of the previous year.

The notice for each meeting shall be sent to the members of the Executive Committee at least 5 days in advance, together with the respective proposed agenda.

Any member of the Executive Committee may request the inclusion of additional items on the meeting agenda, attaching all documents deemed necessary for the decision and requesting the attendance of any external person (including, but not limited to, a member of any business department, the CEO of a business unit or a country manager) at the presentation of each item.

The Executive Committee Office is responsible for preparing and distributing the agenda and its respective supporting documentation, according to the matters approved to that end by the Chairman of the Executive Committee.

The Executive Committee may not meet unless a majority of its members are present or represented.

Any member of the Executive Committee may be represented by another member of the Committee through a document submitted to the Chairman which may only be used once.

The members of the Executive Committee shall ensure their attendance to no less than eighty percent of the meetings of the Committee held in each financial year.

The resolutions of the Executive Committee shall be adopted by a simple majority of votes cast. The minutes from each meeting are drafted and then validated by all persons attending and shown around the Board of Directors.

As of 31 December 2023, regarding the assignment of positions to the members of the Board of Directors, particularly within the scope of the Executive Committee, the following should be stressed:

  • − Carlos António Vasconcelos Mota dos Santos
    • − Chief Executive Officer (CEO)
    • − Legal
    • − Compliance
    • − Risk
    • − Sustainability
    • − Human Resources Strategy
    • − Investor relations
    • − Institutional Relations
    • − Communication and Image
  • − Manuel António da Fonseca Vasconcelos da Mota
    • − Deputy Chief Executive Officer (Deputy CEO)
    • − Commercial and Business Development
    • − Safety, Health, Environment and Quality
  • − João Pedro dos Santos Dinis Parreira
    • − Strategic Planning and M&A
  • − Di Xiao
    • − Chief Accounting Officer (CAO)
    • − Administrative Services
    • − Technical Services
  • − José Carlos Barroso Pereira Pinto Nogueira
    • − Chief Financial Officer (CFO)
    • − Corporate finance
    • − Business Control
    • − Corporate Tax
    • − IT and Digital Transition

As of 31 December 2023, Carlos António Vasconcelos Mota dos Santos, in the capacity of Chairman of the Executive Committee, was considered the Chief Executive Officer (CEO) of the Company and Dr José Carlos Barroso Pereira Pinto Nogueira, in the capacity of officer responsible for the financial area of the Company, was considered the Chief Financial Officer (CFO).

Supervisory bodies

Supervision of the Company is performed by a Statutory Audit Board and by a statutory auditor (auditing firm), performing the duties called for by law and by the articles of association.

It is the responsibility of the General Meeting to elect the members of the Statutory Audit Board, as well as its substitute or substitutes, and to appoint the respective Chairman from among its members. On the other hand, it is also up to the General Meeting responsability to appoint, on a proposal of the Statutory Audit Board, the Statutory Auditor or the Statutory Auditing Firm.

Statutory Audit Board

Composition

According to the operating regulations of the Statutory Audit Board, the profile of its members must be suitable for the duties to be performed, including individual attributes such as competence, independence, integrity, availability and professional experience.

On the other hand, in line with Law no. 62/2017, the least represented gender in the Statutory Audit Board shall always make up at least 33.3% of its members.

Additionally, the members of the Statutory Audit Board are subject, during their term of office, to the rules on incompatibilities provided for in article 414-A of the Portuguese Commercial Companies Code.

The Statutory Audit Board of the Company is composed of a minimum of three permanent members, one Chairman and two other members, the majority of which must be independent.

Duties

The duties/responsibilities of the Statutory Audit Board are described in paragraph 38 of this report.

Functioning

The Statutory Audit Board meets, as a rule, at least once a month and may hold extraordinary meetings, whenever convened by its Chairman or by two other directors.

The notice for each meeting of the Statutory Audit Board shall be sent by the Chairman to the remaining members at least 5 working days in advance, together with the agenda.

The Statutory Audit Board may not decide without the presence of the majority of its members.

The resolutions of the Statutory Audit Board shall be adopted by a simple majority of votes cast. The minutes from each meeting are drafted and then validated and shown to all permanent members of the Statutory Audit Board.

The members of the Statutory Audit Board shall attend the meetings of the Board of Directors to which the Chairman of the Board of Directors convenes them, or those in which the periodic disclosure of financial information is assessed, and any others, whenever the Chairman deems it to be appropriate. It should be noted that to date, the Statutory Audit Board has attended the vast majority of meetings of the Board of Directors.

The Statutory Audit Board shall meet with the CEO of each Business Unit of the Group at least twice a year and whenever a relevant non-budgeted transaction is being assessed or proposed. In addition, the Statutory Audit Board will hold meetings, at least once a year, with the members of the Risk and Internal Audit Committee and the members of the Budget Committee, with the frequency deemed appropriate, in order to monitor the results of their activity.

Subcommittees:

Budget Committee

Composition

The composition of the Budget Committee was adopted at a meeting of the Board of Directors, and it is as follows:

  • − One Chairperson (Ana Paula Chaves e Sá Ribeiro independent director)
  • − Two other members (Tian Feng non-independent director and Luís Filipe Cardoso da Silva)

On the other hand, according to the operating regulations of the Budget Committee, the profile of its members must be suitable for the duties to perform, including individual attributes such as competence, independence, integrity, availability and professional experience.

Duties

The Budget Committee monitors the issue of the Annual Budget for the Group (ABG), including the periodic forecast exercises, preparing opinions for subsequent analysis by the Board of Directors.

The Budget Committee also takes part in reviewing the strategy and business plan of the Group.

In addition, in the case of a new company, joint venture or larger project not included in the ABG, the Budget Committee shall monitor the planning of the first budget concerning the year of acquisition or launch of the project.

On the other hand, the Budget Committee may issue reports and opinions regarding compliance with the ABG, deviations from the budget observed and other matters under its responsibility.

Finally, it is up to the Chairwoman of the udget Committee to inform the Chairman of the oard of Directors of the Committee's activity, its decisions and their respective implementation.

Functioning

The Budget Committee shall meet, as a rule, at least four times a year and may hold extraordinary meetings, whenever convened by its Chairperson or by two other members.

The notice for each meeting of the Budget Committee shall be sent by the Chairperson to the remaining members at least 5 working days in advance, together with the proposed agenda.

Any member of the Budget Committee may request the Chairperson, up to 3 working days before each meeting, to include additional items on the agenda, attaching all supporting documents that he/she deems indispensable.

The Chairman is responsible for preparing and distributing the agenda and the respective documentation.

The resolutions of the Budget Committee shall be adopted by a simple majority of votes cast, with explanations of vote allowed in the minutes. Minutes are taken of each meeting, validated and circulated to all members of the Budget Committee.

In 2023, four meetings of the Budget Committee were held with all the members in office present or represented.

Risk and Internal Audit Committee

Composition

The composition of the Risk and Internal Audit Committee was adopted at a meeting of the Board of Directors, and it is as follows:

  • − One Chairperson (Helena Sofia Salgado Cerveira Pinto independent director)
  • − Two other members (Ping Ping non-independent director and António Manuel da Silva Vila Cova)

On the other hand, according to the operating regulations of the Risk and Internal Audit Committee, the profile of its members must be suitable for the duties to be performed, including individual attributes such as competence, independence, integrity, availability and professional experience.

Duties

According to the delegation of the Board of Directors, it is up to the Risk and Internal Audit Committee:

  • − to monitor the Company's business, ensuring an integrated and permanent analysis of the risks associated with it.
  • − to propose and follow up on the implementation of measures and specific procedures related to the control and reduction of risks in the Company's activity, with a view to improving the management of the internal control system and risk system;
  • − to check the implementation of adjustments to the internal control and risk management system proposed by the Statutory Audit Board;
  • − to issue an opinion on the risk matrix of the Group whenever it is updated or substantial changes to the external environment risks and/or operating risks occur;
  • − to assess the risk management strategies defined at a corporate level and the implementation of the risk management corporate policies at the Business Units;
  • − to monitor the assessment of risks associated with selected projects;
  • − to approve the Internal Audit Annual Plan according to the materiality, relevance and opportunity of the risks identified;
  • − to issue reports with recommendations, where applicable, as a result of each internal audit conducted by the Internal Audit area;
  • − to monitor the implementation of recommendations contained in the Internal Audit reports or opinions, according to the information regularly received regarding its execution status;
  • − to monitor external audits and comment on audit reports;
  • − to monitor the inspections of regulators and other authorities;
  • − to promote an environment and culture of compliance with the internal policies by the various companies, as well as with the rules and procedures related to corporate values, namely the Code of Ethics and Business Conduct, across the companies of the Group; and;
  • − to monitor compliance with the procedure for reporting irregularities, namely by protecting the whistleblower's rights.

Finally, it is up to the Chairperson of the Risk and Internal Audit Committee, among others, to manage in all the relevant matters the Internal Audit area, in coordination with the Chief Corporate Officer, to ensure the circulation of information with the Statutory Audit Board and to inform the Chairman of the Board of Directors of the Committee's activities, its decisions and their respective implementation.

Functioning

The Risk and Internal Audit Committee shall meet, as a rule, at least four times a year and may hold extraordinary meetings whenever convened by its Chairperson or by two other members.

The notice for each meeting shall be sent by the Chairperson to the remaining members at least 5 days in advance, together with the proposed agenda.

The Chairperson is responsible for drawing up and distributing the agenda and the respective documentation.

The members of the Risk and Internal Audit Committee shall ensure their attendance at no less than eighty percent of the meetings held in each financial year.

The resolutions of the Risk and Internal Audit Committee shall be adopted by a simple majority of votes cast, with explanations of vote allowed in the minutes. Minutes are taken of each meeting, validated and circulated to all members of the Risk and Internal Audit Committee.

In 2023, four meetings of the Risk and Internal Audit Committee were held, with the actual presence, or by representation, of all members in office.

Assessment and Remuneration Committee

Composition

The composition of the Assessment and Remuneration Committee was adopted at a meeting of the Board of Directors, and it is as follows:

  • − A Chairperson (Francisco Manuel Seixas da Costa independent director)
  • − Two other members (Tian Feng non-independent director and Ismael Antunes Hernandez Gaspar)

On the other hand, according to the operating regulations of the Assessment and Remuneration Committee, the profile of its members must be suitable for the duties to be performed, including individual attributes such as competence, independence, integrity, availability and professional experience.

Duties

According to the delegation of the Board of Directors, it is up to the Assessment and Remuneration Committee:

  • − to promote the annual assessment of the overall performance of the Board of Directors, the individual performance of its members and in particular the performance of the Executive Committee as well as of other committees of the Board of Directors, when appropriate;
  • − considering articles 26-A and 26-F of the Portuguese Securities Code, to draw up and update the proposal for a remuneration policy to be submitted by the Remuneration Committee to the shareholders;
  • − to prepare, on an annual basis, a proposal regarding the remuneration package for all statutory bodies of the Company to be submitted by the Remuneration Committee to the shareholders;
  • − considering the standards for assessing the performance of directors, statutory bodies of the Business Units and subsidiaries and all top managers, to carry out assessments and give the adequate and necessary recommendations;
  • − to review and approve the specific remuneration package for all governing bodies of the Business Units and subsidiaries and for all top managers. For that purpose, the Committee shall take into consideration such factors as the remuneration paid by comparable companies, the commitment in terms of time and the duties of each function, the recruitment conditions for other positions of the Company, as well as whether or not the determination of remuneration should be based on results and performance;
  • − to review and approve the variable remuneration based on results and performance, according to the policies and goals of the Company adopted by the Board of Directors, and the annual assessment of the performance;
  • − to review and approve compensations to be paid to the directors and top managers with regard to any loss or termination of service or appointment, so as to ensure that they are paid accordingly to the relevant contractual terms and conditions, in a fair and reasonable manner, with no undue charges imposed on the Company;
  • − to review and approve the indemnity measures regarding the resignation or dismissal of directors on the grounds of misconduct, in order to ensure that they are implemented according to the relevant contractual terms and conditions and, likewise, in a fair and reasonable manner;
  • − to ensure that no director or any related party (as defined in the policy on transactions with related parties) is involved in the determination of their own remuneration.

Lastly, the Chairperson of the Assessment and Remuneration Committee, among other duties, is responsible for:

  • − ensuring the exchange of information with other governing bodies and committees, namely the Remuneration Committee;
  • − supporting the Remuneration Committee in performing its duties under the law and article 27 of the articles of association, namely through the submission of the proposal for a remuneration policy and the proposal for a remuneration package for all governing bodies of the Company; and
  • − informing the Chairperson of the Board of Directors of the activities of the Assessment and Remuneration Committee, its decisions and their implementation.

Functioning

The Assessment and Remuneration Committee shall meet, as a rule, four times a year, but some of those regular meetings may, on a proposal from the Chairperson and by unanimous agreement of its members, be cancelled on the grounds of lack of purpose. The Committee may also meet extraordinarily whenever summoned by its Chairperson or two other members.

The notice for each meeting of the Committee shall be sent by the Chairperson to the remaining members at least 5 days in advance, together with the proposed agenda.

Any member of the Assessment and Remuneration Committee may request to the Chairperson, within 3 working days before each meeting, the inclusion of additional items to the agenda, attaching all supporting documents considered indispensable.

The Chairperson is responsible for preparing and distributing the agenda and the respective documentation.

The resolutions of the Assessment and Remuneration Committee shall be taken by a simple majority of votes cast, with explanations of vote allowed in the minutes. The minutes from each meeting are drafted and validated and shown to all members of the Assessment and Remuneration Committee.

In 2023, a meeting of the Evaluation and Remuneration Committee was held with the actual presence, or by representation, of all members in office.

Appointments Committee

Composition

The composition of the Appointments Committee was approved at a meeting of the Board of Directors, and it is as follows:

  • − A Chairperson (Isabel Maria Pereira Aníbal Vaz independent director)
  • − Two other members (Ping Ping non-independent director and Ismael Antunes Hernandez Gaspar)

On the other hand, according to the operating regulations of the Appointments Committee, the profile of its members must be suitable for the duties to be performed, including individual attributes such as competence, independence, integrity, availability and professional experience.

Duties

According to the delegation of the Board of Directors, the Appointments Committee is responsible for the following matters:

  • a. concerning the members of the Company's governing bodies:
  • − to review the structure, size and composition (including the duties, competence and experience) of each governing body at least on an annual basis and give recommendations to the shareholders on any proposed changes aimed at complementing the corporate strategy of the Company;
  • − to assess the independence of the independent directors of the Company;
  • − to review the diversity policy and its disclosure in the Governance Report and in the Non-Financial Information Report;
  • − considering the rules, procedures and methods of selection of candidates to any governing body, to give recommendations regarding the candidates to the shareholders;
  • − to make recommendations on the appointment and re-appointment of any member of a governing body and on the plans for succession of the directors, particularly of the Chairperson of the Board of Directors and the CEO.
  • b. concerning the members of the governing bodies of the Business Units and subsidiaries and all top managers:
  • − to review the diversity policy at the level of the Group and its disclosure in the Governance Report and in the Non-Financial Information Report;
  • − to issue an opinion on the xecutive Committee's proposals for the appointment or re-appointment of any member of a governing body of the Business Units and subsidiaries;
  • − to issue an opinion on the Executive Committee's proposals for the appointment of any top manager.
  • c. to assess and give recommendations on the positions mentioned above;
  • d. to recruit qualified candidates in the human resources markets of the country and abroad, and in the internal talent pool identify individuals properly qualified to act as directors, appoint those candidates to management positions or give recommendations to the Board of Directors.

Finally, it is up to the Chairperson of the Appointments Committee, among other duties, to ensure coordination with the Committee for the Equality Between Men and Women, always considering the Plan for Gender Equality and inform the Chairman of the oard of Directors of the Committee's activities, its decisions and their respective implementation.

Functioning

The Appointments Committee shall meet, as a rule, four times a year, but some of those regular meetings may, on a proposal from the Chairperson and by unanimous agreement of its members, be cancelled on the grounds of lack of purpose. The Committee may also meet extraordinarily whenever summoned by its Chairperson or two other members.

The notice for each meeting shall be sent by the Chairperson to the remaining members at least 5 working days in advance, together with the proposed agenda.

Any member of the Appointments Committee may request the inclusion of additional items to the agenda, attaching all supporting documents deemed necessary to the decision and requesting the attendance of any external person (including, but not limited to, a member of any corporate department) at the presentation of each item.

The Chairperson is responsible for preparing and distributing the agenda and the respective documentation.

The resolutions of the Appointments Committee shall be adopted by a simple majority of votes cast. Minutes are taken of each meeting, validated and circulated to all members of the Appointments Committee.

In 2023, no meetings of the Appointments Committee were held.

Legal Risks Committee

Composition

The composition of the Legal Risks Committee was approved at a meeting of the Board of Directors, and it is as follows:

  • − One Chairperson (Gonçalo Nuno Gomes de Andrade Moura Martins non-executive and non-independent director)
  • − Two other members (Luís Filipe Cardoso da Silva and Ivone Santos Martins)

On the other hand, according to the operating regulations of the Legal Risks Committee, the profile of its members must be suitable for the duties to be performed, including individual attributes such as competence, independence, integrity, availability and professional experience.

Additionally, depending on the issues discussed, representatives from the legal and risk areas of the Group's main companies shall be invited to the Committee's meetings.

Duties

According to the delegation of the Board of Directors, the Risk Legal Committee is responsible for:

  • − being a member (through at least its Chairman) of the team coordinating the main legal risks, on its own initiative, at the request of the Executive Committee or on the recommendation of the Board of Directors;
  • − monitoring the process of systematically mapping legal risks, integrated into the company's risk management system;
  • − issuing recommendations on the legal services that are planned to be contracted in the annual budget;
  • − issuing recommendations on the contracting of legal services when their value exceeds 50 thousand Euros;
  • − issuing recommendations to the Head of Legal and the legal coordinators of the Business Units.

Finally, it is up to the Chairperson of the Legal Risk Committee to inform the Chairman of the Board of Directors of the Committee's activity, its decisions and their respective implementation.

Functioning

The Legal Risk Committee shall meet, as a rule, four times a year, but some of those regular meetings may, on a proposal from the Chairperson and by unanimous agreement of its members, be cancelled on the grounds of lack of purpose. The Committee may also meet extraordinarily whenever summoned by its Chairperson or two other members.

The notice for each meeting of the Committee shall be sent by the Chairperson to the remaining members at least 5 days in advance, together with the proposed agenda.

Any member of the Legal Risks Committee may request the Chairperson, up to 3 working days before each meeting, to include additional items to the agenda, attaching to this purpose all supporting documents deemed indispensable.

The Chairperson is responsible for preparing and distributing the agenda and the respective documentation.

The resolutions of the Legal Risk Committee shall be adopted by a simple majority of votes cast, with explanations of vote allowed in the minutes. Minutes are taken of each meeting, validated and circulated to all members of the Legal Risks Committee.

In 2023, one meeting of the Legal Risks Committee was held with the actual presence, or by representation, of all members in office.

Other committees

Remuneration Committee

In accordance with the articles of association the duties of the Remuneration Committee, which is elected by the shareholders at a general meeting, is responsible for determining the remuneration policy of the corporate officers and setting the applicable remuneration taking into account the duties performed, their performance and the Company's economic situation. Within this context, the Remuneration Committee, with the support of the Assessment and Remuneration Committee, constantly monitors and assesses the performance of the directors, verifying the extent to which the proposed objectives have been accomplished. For this purpose, the Remuneration Committee meets as and when necessary.

Moreover, it is the responsibility of this Committee, with the support of the Appointments Committee, to ensure that the proposals for election of new members to the Board of Directors are complemented by a statement of reasons as to the suitability of the profile, knowledge and curriculum for the position to be filled, so as to fulfil the pre-established individual attributes, such as competence, independence, integrity, availability and professional experience, as well as the diversity criteria, including gender, training and experience, required in the regulations governing the functioning of the Board of Directors.

Likewise, the scope of action of the Remuneration Committee also encompasses, with the support of the Appointments Committee, the follow-up and support within the process of appointment of the senior managers.

The Remuneration Committee elected for the three-year period 2021-2023 is composed of the following members: Carlos António Vasconcelos Mota dos Santos and Jingchun Wang, both non-independent members of the Board of Directors. Minutes are drawn up of all meetings held.

In 2023, four meetings of the Remuneration Committee were held, with the presence of all its members in office.

22. Existence and location where the regulations can be consulted, where applicable, to the Board of Directors, the General and Supervisory Board and the Executive Administration Board.

The management and supervisory bodies for the Company have internal operating regulations which are not published on the Company website and which are not available for consultation. Mota-Engil understands that the regulations go beyond the mere functioning of the bodies and contain reserved content, which is the reason why they are not publicly available. However, the main functions and duties of those bodies are detailed throughout this report, such as in paragraphs 21 and 38.

23. Number of meetings held and level of attendance of each member, where applicable, of the Management Board, the General and Supervisory Board and the Executive Administration Board to those meetings.

In 2023, sixteen meetings of the Board of Directors and 20 meetings of the Executive Committee were held with the following level of attendance:

Director CADM COMEX No. of management
positions outside the
Group (3)
Ana Paula Chaves e Sá Ribeiro 94% n/a 5
António Manuel Queirós Vasconcelos da Mota 100% n/a 3
Carlos António Vasconcelos Mota dos Santos 94% 100% 12
Di Xiao 100% 100% 0
Francisco Manuel Seixas da Costa 100% n/a 1
Gonçalo Nuno Gomes de A. Moura Martins 94% n/a 1
Helena Sofia Salgado Cerveira Pinto 100% n/a 1
Isabel Maria Pereira Aníbal Vaz 94% n/a 23
Jingchun Wang 100% n/a 2
João Pedro dos Santos Dinis Parreira 1) 75% 89% 0
José Carlos Barroso Pereira Pinto Nogueira 1) 94% 100% 0
Leong Vai Tac 88% n/a 1
Manuel António da Fonseca Vasconcelos da Mota 88% 100% 4
Maria Paula Queirós Vasconcelos Mota de Meireles 76% n/a 5
Paulo Sacadura Cabral Portas 1) 100% n/a 1
Ping Ping 100% n/a 0
Tian Feng 100% n/a 2
Xiangrong Wang 2) n/a n/a 0
Average attendance 94% 98%

1) Took up office duties on 30/01/2023

2) Ceased duties on 30/01/2023

3) Number of management positions held in companies outside the Mota-Engil Group.

24. Indication of the Company bodies responsible for assessing the performance of executive directors.

As referred to in paragraph 21 above, it is the responsibility of the Assessment and Remuneration Committee, by delegation of the Board of Directors, to promote the annual assessment of the overall performance of the Board of Directors, the individual performance of its members and in particular the performance of the Executive Committee as well as of the other committees of the Board of Directors, when appropriate.

25. Predetermined criteria for the assessment of performance of executive directors.

The quantitative component of the assessment of executive directors' performance includes a set of key performance indicators (K s) indexed to the roup's Strategic lan.

The quantitative assessment is later considered during individual qualitative evaluation, which is discretionary in nature, and may result in a payout ranging between a predefined minimum and maximum percentage.

26. Availability of each of the members, as applicable, of the Board of Directors, the General and Supervisory Board and the Executive Administrative Board, with indication of the positions simultaneously held in other companies, within and outside the Group, and other relevant activities performed by the members of those bodies during the period.

At 31 December 2023, the positions held by the directors of Mota-Engil in other companies (predominantly in companies of the Group or in representation of the Group) and other relevant activities performed by said directors are broken down in paragraph 4.7 of chapter 4 - Appendix "List of positions held by the members of the oard of Directors in the last five years", from which the availability of each member for the performance of their duties can be made clear, due to the reduced number of positions held outside the Mota-Engil Group, as well as their attendance and active participation, both in the meetings of the Executive Committee, in the case of executive directors, and in the meetings of the Board of Directors (in accordance with paragraph 23 above).

27. Identification of the committees created, where applicable, in the Board of Directors, the General and Supervisory Board and the Executive Board and location where their operating regulations may be consulted.

Apart from the Executive Committee, the Board of Directors set up the Budgeting Committee, the Risk and Internal Audit Committee, the Assessment and Renumeration Committee, the Appointments Committee and the Legal Risks Committee (according to paragraph 21 above). The respective internal operating regulations are not available for consultation, although the main functions and duties of those Committees are described in the paragraph mentioned above.

28. Composition, where applicable, of the Executive Committee and/or the identification of director(s).

As of 31 December 2023, the composition of the Executive Committee was as follows:

Director Function
Carlos António Vasconcelos Mota dos Santos Chairperson of the Board of Directors and
Chairperson of the Executive Committee
Di Xiao Member of the Board of Directors
Manuel António da Fonseca Vasconcelos da Mota Member of the Board of Directors and Deputy
Chairman of the Executive Committee
João Pedro dos Santos Dinis Parreira Member of the Board of Directors
José Carlos Barroso Pereira Pinto Nogueira Member of the Board of Directors

29. Indication of the responsibilities of each of the committees created and synthesis of the activities carried out in the financial year.

On this matter please refer to paragraph 21 above.

III. Supervision

  1. Identification of the supervisory body (Statutory Audit Board, Audit Committee or General and Supervisory Board) corresponding to the model adopted.

The Statutory Audit oard and the Auditing Firm are the Company's supervisory bodies under the governance model adopted.

  1. Composition, where applicable, of the Statutory Audit Board, the Audit Committee, the General and Supervisory Board or the Committee for Financial Matters with an indication of the statutory minimum and maximum number of members, statutory duration of their term, the number of permanent members, the date of first appointment and the date of termination for each member, with reference to the paragraph in the report where this information is given under the provisions of paragraph 18.

n accordance with the Company's articles of association, the Statutory Audit Board should be composed of a minimum of three permanent members, the majority of these being independent. In addition, the Statutory Audit Board shall also have one or two substitute members if constituted with three or more permanent members, respectively. Additionally, the Shareholders' General Meeting is responsible for appointing the Chairperson of the Statutory Audit Board from among its members. Lastly, the term of office for members of the Statutory Audit Board has a duration of three years.

Member Function
First appointment
Term of office
José António Ferreira de Barros Chairman 23 May 2019 31 December 2025
Cristina Maria da Costa Pinto Permanent
member
23 May 2019 31 December 2025
Susana Catarina Iglésias Couto Rodrigues de Jesus Permanent
member
23 May 2019 31 December 2025
Carlos Manuel Pomar dos Santos Neves de Matos Alternate member 27 April 2023 31 December 2025

The members appointed for the current term (the three-year period 2023-2025) and currently in office are:

Additionally, given the size and complexity of the Group, which pursues various activities in a large number of countries, and considering the benchmarking analysis carried out on other listed companies in Portugal and in the European Union, the current number and profile of members of the Statutory Audit Board is considered adequate.

32. Identification, where applicable, of the members of the Statutory Audit Board, the General Board and the Committee for Financial Matters who are considered to be independent under the terms of art. 414, no. 5 of the Portuguese Commercial Companies Code, and referred to the paragraph in the report where this information is given under the provisions of paragraph 19.

All members of the Statutory Audit Board, both permanent and alternate, comply with the independence criteria provided for under article 414, paragraph 5, along with the rules on incompatibility provided for under article 414-A, paragraph 1, both from the Portuguese Commercial Companies Code.

  1. Professional qualifications, where applicable, of each member of the Statutory Audit Board, the Audit Committee, the General and Supervisory Board or the Committee for Financial Matters and other relevant curricular matters referring to the paragraph in the report where this information is given under the provisions of paragraph 21.

José António Ferreira de Barros (Chairman)

Professional qualifications

  • Bachelor's Degree in Chemical and Environmental Engineering at the Engineering Faculty of the University of Porto

Career path in the last five years

  • Manager of SPAL Sociedade Portuguesa do Ar Líquido, Lda.
  • Member of the Board of Curators of the Eça de Queiroz Foundation
  • Chairman of the Statutory Audit Board of Mota-Engil, SGPS, S.A..
  • Chairman of the Statutory Audit Board of CIN Corporação Industrial do Norte, S.A..
  • Chairman of the General Meeting of AMAR Associação Mutualista dos Artistas, Casa do Artista Norte
  • Chairman of the General Meeting of STCP Sociedade de Transportes Coletivos do Porto, S.A..
  • Chairman of the General Meeting of FASE Estudos e Projectos, S.A..

  • Chairman of the General Meeting of AEP - Associação Empresarial de Portugal, Câmara de Comércio e Indústria para o Norte de Portugal,

S.A..

  • Chairman of the General Meeting of GED Ventures Portugal, SCR
  • Founder and Chairman of the Board of Curators of the AEP Foundation

Cristina Maria da Costa Pinto (Permanent member)

Professional qualifications

  • Bachelor's Degree in Management at the Economy Faculty of University of Porto
  • Bachelor's Degree in Law at the Portuguese Catholic University

Career path in the last five years

  • Member of the Statutory Audit Board of Mota-Engil, SGPS, S.A..
  • Member of the Statutory Audit Board of various companies outside the Grupo
  • Tax consultant in the company Pinheiro Pinto Consultadoria, Lda.
  • University Lecturer at Universidade Católica and Católica Business School
  • Barrister

Susana Catarina Iglésias Couto Rodrigues de Jesus (Permanent Member)

Professional qualifications

  • Bachelor's Degree in Management at the Economy Faculty of University of Porto
  • Post-Graduate Degree in Risk Management and Derivatives at the Portuguese Catholic University
  • Revisor Oficial de Contas

Career path in the last five years

  • Member of the Statutory Audit Board of Mota-Engil, SGPS, S.A..
  • Member of the Statutory Audit Board of various companies outside the Group

  • Member of the Statutory Audit Board, as Statutory Auditor, of various companies outside the Group

34. Existence and location where the operating regulations, where applicable, for the Statutory Audit Board, the Audit Committee, the General and Supervisory Board and the Committee for Financial Matters may be consulted, referring to the paragraph in the report where this information is given under the provisions of paragraph 24.

The Statutory Audit Board of Mota-Engil has an internal regulation for its functioning. However, it is not published on the Company's website nor is it available for consultation. Mota-Engil considers that the regulation goes beyond the mere functioning of the body and contains reserved content, which is why it has not been made available to the public. However, the main duties and responsibilities of the Statutory Audit Board are appropriately described in various paragraphs of this chapter III (paragraphs 30 to 38).

35. Number of meetings held and the level of attendance, where applicable, of each member of the Statutory Audit Board, the Audit Committee, the General and Supervisory Board and the Committee for Financial Matters referring to the paragraph in the report where this information is given under the provisions of paragraph 25.

In 2023, twelve meetings of the Statutory Audit Board were held, with the presence of all its members in office.

  1. Availability of each of the members, where applicable, of the Statutory Audit Board, the Audit Committee, the General and Supervisory Board and the Committee for Financial Matters with indication of the posts held simultaneously in other companies within and outside of the group and other relevant activities carried on by the members of said bodies in the course of the period referring to the paragraph in the report where this information is given under the provisions of paragraph 26.

José António Ferreira de Barros (Chairman)

Duties in other companies of the Mota-Engil Group as of 31 December 2023

  • Does not perform any other duties in other Mota-Engil Group companies

Duties in other companies outside the Mota-Engil Group as of 31 December 2023

  • Manager of SPAL Sociedade Portuguesa do Ar Líquido, Lda.
  • Member of the Board of Curators of the Eça de Queiroz Foundation
  • Chairman of the Statutory Audit Board of CIN Corporação Industrial do Norte, S.A..
  • Chairman of the General Meeting of AMAR Associação Mutualista dos Artistas, Casa do Artista Norte
  • Chairman of the General Meeting of FASE Estudos e Projectos, S.A..

  • Chairman of the General Meeting of AEP - Associação Empresarial de Portugal, Câmara de Comércio e Indústria para o Norte de Portugal, S.A..

  • Chairman of the General Meeting of GED Ventures Portugal, SCR

  • Founder and Chairman of the Board of Curators of the AEP Foundation

Cristina Maria da Costa Pinto (Permanent Member)

Duties in other companies of the Mota-Engil Group as of 31 December 2023

  • Does not perform any other duties in other Mota-Engil Group companies

Duties in other companies outside the Mota-Engil Group as of 31 December 2023

  • University Lecturer at Universidade Católica and Católica Business School
  • Tax consultant in the company Pinheiro Pinto Consultadoria, Lda.
  • Member of the Statutory Audit Board of the following entities:

Bank L. J. Carregosa, S.A. Haitong Bank SGPS, S.A. Sogrape SGPS, S.A. Super Bock Group SGPS, S.A.

Susana Catarina Iglésias Couto Rodrigues de Jesus (Permanent Member)

Duties in other companies of the Mota-Engil Group as of 31 December 2023

  • Does not perform any other duties in other Mota-Engil Group companies

Duties in other companies outside the Mota-Engil Group as of 31 December 2023

  • Chairwoman of the Statutory Audit Board of Flexdeal Sociedade de Investimento Mobiliário para Fomento da Economia, S.A.
  • Chairwoman of the Statutory Audit Board of Bright Ventures Capital, SCR, S.A.
  • Member of the Statutory Audit Board of Sonae Capital, SGPS, S.A.
  • Member of the Statutory Audit Board of Sociedade Banco Primus, S.A.
  • Member of the Statutory Audit Board, as Statutory Auditor, of Associação Porto Digital (Digital Porto Association)
  • Member of the Statutory Audit Board, as Statutory Auditor of Sociedade Lusa Agências de Notícias de Portugal, S.A.
  • Statutory Auditor of the following entities:

AS Artedouro, SA.

Frezite - Ferramenta de Corte, S.A.

Frezigest, S.A.

Oftaline, S.A.

Comissão de Coordenação e Desenvolvimento Regional do Norte (Northern Coordination and Regional Development Committee) Gestão e Obras do Porto, EM

Seri, Lda.

Mia Borsa - Fabrico e Comércio de Malas e Carteiras, Lda.

37. Description of the procedures and criteria applicable to the activities of the supervisory body for the purposes of contracting services additional to the external auditor.

According to the legislation, Mota- ngil's Statutory Audit oard is responsible for accurately assessing threats to the independence of the statutory auditor arising from the provision of services other than those of audit. These services, which are not prohibited by law, must still always be subject to a duly substantiated preliminary opinion.

Under these terms, the possibility of Mota-Engil's statutory auditor or auditor being able to provide any service other than auditing was submitted to the Statutory Audit Board. In this way, for each service provision request, a duly substantiated opinion was issued on the possibility of its execution.

Moreover, the Statutory Audit Board also receives, on an annual basis, under article 62-B of Decree-Law no. 487/99 of 16 ovember (amended by Decree Law no. 4/ 8 of ovember), the statement of the statutory auditor's independence, describing the services provided by the statutory auditor and other entities in the same network, the respective fees paid, any threats to their independence and the measures adopted for its safeguarding. All threats to the independence of the statutory auditor were assessed and discussed with the statutory auditor, along with the respective safeguarding measures adopted.

For additional information on this matter please refer to paragraph 46.

38. Other functions of the supervisory bodies and, where applicable, the Committee for Financial Matters.

The Statutory Audit Board is responsible for the following, under the law and the respective operating regulation:

  • − to supervise the Company's management;
  • − to check compliance with the law and regulations, articles of association and the regulations issued by the supervisory authorities together with the general policies, regulations and practices instituted within the Group;
  • − to check, in the Group's companies, the achievement of the fundamental goals of: (a) internal control, (b) internal audit and (c) risk management with regard to the financial information preparation and disclosure procedure, without infringing their independence;
  • − to ensure the suitability and supervision of compliance with the accounting policies, criteria and practice adopted, the estimates and judgements and the correct books, accounting records and supporting documents;
  • − to check, whenever and as deemed adequate, the volume of availabilities and the stock of any type of assets or amounts belonging to or received by companies of the Group as a deposit or other guarantee;
  • − to check the accuracy of the accounting documents of the companies of the Group and follow up on the financial information preparation and disclosure, presenting recommendations or proposals for ensuring their integrity;
  • − to prepare, on an annual basis, a report on its supervisory action and issue an opinion on the report and accounts and proposals submitted by the Board of Directors, including the statement laid down in article 29-G, paragraph 1, subparagraph c) of the Portuguese Securities Code, attesting to whether the report on the corporate governance structure and practice includes the elements referred to in article 29-H of the Portuguese Securities Code;
  • − to convene the General Meeting, when its Chairman fails to do so;
  • − to receive communications regarding irregularities detected or submitted by workers, shareholders or others, delegating to the Risk and Internal Audit Committee, through the Internal Audit area, the management of the respective procedure;
  • − to select and propose the appointment of a candidate to Statutory Auditor to the General Meeting and justifiably recommend its preference under article 16 of Regulation (EU) no. 537/2014;
  • − to follow up on the periodic auditing of the individual and consolidated annual accounts, including their execution, taking any conclusions and recommendations of the CMVM into consideration;
  • − to review and discuss with the Statutory Auditor the contents of the additional report for the supervisory body provided for in article 11 of Regulation (EU) no. 537/2014;
  • − to inform the Board of Directors of the results of the periodic audit of the accounts and explain how it contributed to the integrity of the process of preparing and disclosing financial information, as well as its role in this process;
  • − to supervise the independence of the Statutory Auditor and, within that framework, assess and decide on the delivery by the Statutory Auditor of services which are not prohibited to the Company and Group companies, as well as the respective conditions, according to the legislation in force;
  • − to issue an opinion on the maintenance of the Statutory Auditor beyond an eight-year period, taking into account the conditions of independence and the advantages and costs of their replacement;
  • − to issue an opinion on the policy of transactions with related parties;
  • − to issue an opinion on all transactions carried out with holders of qualifying shareholdings in the Company, with entities related to them pursuant to article 20 of the Portuguese Securities Code, or with other related parties (including members of any governing body), or their renewals, except transactions that take place in the normal course of business and have a value of less than 1,000,000 Euros;
  • − to monitor compliance with the policy of transactions with related parties, specifically by analysing the recording of potential transactions from related parties twice a year.

For purposes of selection of the Statutory Auditor to be hired by the Company, the Statutory Audit Board adopts the following methodology: (1) pre-assessment of entities with potential to take on such responsibilities; (2) preparation and submission to the selected entities of the request for submitting a proposal with indication of the scope and type of services to be globally provided to the Group companies, criteria of selection and respective schedule; (3) reception of proposals from the selected companies; (4) analysis of the proposals and assessment according to objective criteria; and (5) selection and proposal of a contract.

On the other hand, the Statutory Audit oard also needs to come to a decision on the general guidelines of the Company's strategy, as well as on its corporate risk policy, prior to its final approval by the Board of Directors, and to recommend the implementation of mechanisms and internal control procedures with a view to ensuring that the risks actually incurred by the Group are consistent with the risk-related goals established by the Board of Directors.

Additionally, the Statutory Audit Board is responsible for issuing a statement, every four months, on the monitoring of the execution of the Group's Strategic Plan.

Lastly, among other responsibilities, the roup's Statutory Audit oard is also responsible for monitoring and assessing the performance of duties by the Compliance, Risk, Internal Audit areas. As such, and within the scope of the respective supervisory function, the Statutory Audit Board monitors the work plans and resources allocated to those departments and is the recipient of periodical reports issued by those functions as well as of information on matters related to accountability, identification, or settlement of conflicts of interest and detection of possible irregularities.

IV. Statutory auditor

39. Identification of the Statutory Auditor and the Statutory Auditor partner representing the former.

The position of Statutory Auditor of the Company is performed by the Audit Firm PricewaterhouseCoopers & Associates – SROC Lda., represented by António Joaquim Brochado Correia.

40. Indication of the number of consecutive years in which the Statutory Auditor has consecutively carried out duties with the Company and/or Group.

The position of Statutory Auditor has been performed since 2017 (seven years) by PricewaterhouseCoopers & Associates – SROC, Lda.

41. Description of other services provided by the Statutory Auditor to the company.

Please refer to paragraph 46 below for information regarding this matter.

V. Auditor

42. hIdentification of the external auditor appointed for the purposes of article 8 and the statutory auditor partner representing the former in the performance of these duties, together with the respective CMVM registration number.

The Statutory Auditor of the Company, according to article 8, paragraph 2, of the Portuguese Securities Code, is PricewaterhouseCoopers & Associates – SROC, Lda., represented by António Joaquim Brochado Correia, and is registered in the CMVM under the number 20161485.

43. Indication of the consecutive years during which the external auditor and the statutory auditor partner representing the former in the performance of these duties renders service to the Company and/or the Group.

PricewaterhouseCoopers & Associates – SROC, Lda. and its representative began to provide audit services to the Company in 2017 (seven years ago).

44. Policy and frequency of rotation of the external auditor and the statutory auditor partner representing the former in the performance of these duties.

The Company's policy in terms of rotation of the external auditor is to carry out a consultation process regularly to select the external auditor every three years. However, in 2016, as part of the legal requirement on the need of rotation of the auditors, the Statutory Audit Board of the Company promoted the launch of a new consultation process for the period between 2017 and 2022 and invited three out of the four large audit firms of international reputation to submit a proposal for the supplying of audit services to the Mota-Engil Group. As a result of said consultation process, the Statutory Audit Board of the Company suggested the appointment of PricewaterhouseCoopers & Associates, SROC, Lda. Additionally, during 2023, given the auditor's performance and the possibility that he could still serve a new term, the Statutory Audit Board decided to propose that he be reappointed for the three-year period 2023-2025 and that a new market consultation process be organised after the end of this term. Furthermore, the policy of the Company and of the auditor regarding the frequency of rotation of the Statutory Auditor representing the company in the performance of these duties is in accordance with the applicable legal requirements, i.e. two or three terms of office, depending on whether they last four or three years, respectively.

45. Indication of the body responsible for the assessment of the external auditor and frequency of said assessment.

The Statutory Audit Board annually assesses the Auditor, being in charge of supervising the respective qualifications and independence, and additionally ensures that the appropriate conditions for the provision of services are met within the Company. The Statutory Audit oard is also the Company's point of contact and the first recipient of its reports.

Although this is not a specific or exclusive competence of the General Meeting, nothing prevents it from being called upon to decide, on demand by the Statutory Audit Board, on the removal of the Auditor, where there are reasonable grounds for their removal. In any case, and to date, the Statutory Audit Board of Mota-Engil has found no reason to consider taking steps towards removing for just cause an entity that has performed the functions of Auditor of the Company.

46. Identification of the tasks other than auditing carried out by the external auditor for the company and/or for companies which it controls, and indication of the internal approval procedures for contracting said services and the reasons for doing so.

The services other than auditing rendered by the Auditor and the Statutory Auditor in the financial year of 2023 are detailed below:

  • Provision of access to the Consult@able database, which consists in a repository of accounting, financial and tax information that is publicly available by subscription;
  • Provision of license to access the Inforfisco database, which consists in a repository of a tax nature from public sources (ranging from legislation to jurisprudence);
  • Issuance of assurance reports on the financial information contained in the requests for extraordinary price revision submitted by a Group company to some Portuguese municipalities;
  • Issuance of assurance reports on the validation of financial ratios associated with loans obtained and/or calls for tenders in which the Group companies took part;
  • Issue of assurance reports on the regulated accounts of some concessionaire companies to be submitted to the regulatory body (ERSAR);
  • Two employees took part in an online training organised by the auditor for the general public;
  • Provision of legal services linked with the renewable energy model to be implemented by a mixed-ownership company;
  • Review of the tax returns of some Mexican companies under current tax legislation;
  • Limited reviews to the individual and consolidated financial statements of some companies of the Group, in accordance with the International Standard on Review Engagements ISRE 2410.

As mentioned in paragraph 37 above, the Statutory Audit Board is responsible for supervising the independence of the Auditor and, as such, assess and issue an opinion on the provision by the Auditor of additional services to the Company (other than auditing) or to companies controlled by it. In this way, for each service provision request, a duly substantiated opinion was issued on the possibility of its execution.

All threats to the independence of the Auditor were assessed and discussed with the Auditor, together with the respective safeguarding measures. Considering: (i) that the services referred to above are not prohibited; (ii) that a significant part of them correspond to reliability assurance services; (iii) that a part of said services should be preferably (for time efficiency reasons) or mandatorily (due to legal requirement) executed by the Statutory Auditor/Auditor of the Company and (iv) that, on the whole, the global fees for services other than auditing or reliability assurance services are negligible, the Statutory Audit Board considered that the independence of the Auditor was not affected by the delivery of such services.

Lastly, within the scope of its work, the Auditor checks the application of the remuneration policies and systems as well as analyses the efficiency and operation of the internal control mechanisms. If any deficiency or irregularity arise, it is reported to the Statutory Audit Board.

47. Indication of the annual amount paid by the company and/or companies, controlled or part of the group, to the auditor and to other individuals or companies belonging to the same network, as well as the percentage for the following services (for the purposes of this information, the concept of "network" is that deriving from the recommendation of the uropean Commission no. C (2002) 1873, of 16 May)

In 2023, the annual remuneration supported by the Company, and by other companies in a control or group relationship, with the external auditors (PricewaterhouseCoopers & Associates – SROC, Lda), including other entities forming part of the same network, was 2,570,264 Euros, which was distributed among the following services:

Nature of the Service By the Company By other Group entities TOTAL
Audit and statutory audit of accounts 181,629 100% 2,147,614 90% 2,329,243 91%
Other reliability assurance services 0% 238,821 10% 238,821 9%
Services other than the statutory audit of accounts - 0% 2,200 0% 2,200 0%
TOTAL 181,629 100% 2,388,635 100% 2,570,264 100%

I. Articles of association

48. Regulations applicable to the amendment of the articles of association of the Company.

Amendments to the articles of association of the Company must be approved by a qualified majority of at least 70.01% of votes cast.

II. Reporting of irregularities

49. Methods and policies for the reporting of irregularities which occur in the company.

The Company has in place a procedure which establishes the mechanisms to adopt for reporting irregularities. The procedure considers that irregularities are all acts or omissions, wilful or negligent, practised by employees of the Company during the exercise of their duties, which breach: i) the law, standards or regulations in force; ii) the "Code of thics and usiness Conduct"; and iii) best management practices; in all cases, this regards accounting, internal controls, audit, fight against corruption and financial crimes. Reports received which fall beyond this scope will not be handled by the referred procedure.

This procedure covers the following aspects:

  • (i) handling purpose;
  • (ii) voluntary nature of the reporting;
  • (iii) rights of the reported individual, particularly of access to information;
  • (iv) the whistleblower's right to no retaliation, intimidation or discrimination;
  • (v) non-misuse or use in bad faith, under penalty of commencement of disciplinary or legal proceedings; and
  • (vi) confidentiality of reporting, as well as of the whistle-blower, ensuring the appropriate safety measures.

The reporting of irregularities must be performed in writing, via email or letter, to at least one of the following addresses:

  • [email protected]
  • Internal Audit Rua do Rego Lameiro, no. 38, 4300 454 Porto
  • www.mota-engil.pt/Provedoria

Under the terms of the Portuguese Commercial Company Code, the Supervisory Board delegates the responsibility for receiving reports of irregularities and forwarding concerns or information about infringements to the Internal Audit Office. Some cases, due to their nature, may be forwarded to the corresponding functional areas of the company.

The stages in the whistleblowing process include: receipt and recording; preliminary examination and confirmation of the alleged information; notice; investigation; and final report, with corrective measures and conclusion/opinion on the reported situation, transmitted to the Statutory Audit Board.

Every six months, a report is produced in which the most recurrent situations reported are systematised, as well as relevant indicators on the results obtained. This report, among others, is aimed at helping to detect any weaknesses or opportunities for improvement in the process controls, contributing to their proposed review and/or that of the whistleblowing mechanism.

III. Internal control and risk management

50. People, bodies or committees responsible for internal audit and/or implementation of internal control systems.

As the ultimate independent body to ensure compliance with processes and procedures, and reporting to the Board of Directors, the isk and nternal Audit Committee's mission is to support the management of the Mota-Engil Group, strengthening the means and methods of operation as regards to internal control and business risk monitoring. Additionally, this Committee is also responsible for monitoring the evolution of global risk levels and evaluating, together with the Executive Committee, the risk monitoring and control measures.

The Risk and Internal Audit Committee has under its functional dependence the Internal Audit corporate team, whose mission is to support the achievement of strategic objectives, assessing compliance and continuous improvement and internal control of the management processes of the Group.

Consequently, the Internal Audit area has a structure of resources specifically allocated to perform the following functions:

  • fulfilment of management, financial, operational and technological audits in the various companies and projects of the Group;
  • audit the proper application of the defined processes, good practices and policies;
  • check the compliance with internal procedures, laws, regulations and contracts;
  • check the compliance with the internal control procedures considering the recommendations of the various market regulators as well as with the applicable legislation in the various markets in which the Group is present;
  • ensure the adequate follow-up on the recommendations issued in the reports sent to the Risk and Internal Audit Committee;
  • assess the reporting and compliance procedures with the Group's Code of Ethics and Business Conduct and Compliance Policies;
  • support the Board of Directors, the Statutory Audit Board and the Risk and Internal Audit Committee in the areas related to the relevant management processes and procedures.

In addition, the Statutory Audit Board is responsible, among other duties, for assessing the operation of the internal control system of the Group and to propose the respective adjustment to the Group's needs. In this regard, it should be noted that, as stipulated in article 420, paragraph 1, subparagraph i) of the Portuguese Commercial Companies Code, it is the responsibility of the Statutory Audit Board to check the effectiveness of the risk management system, the internal control system and the internal audit practice.

Additionally, the Statutory Audit Board accesses the reports and opinions issued by the Risk and Internal Audit Committee, supervises the implementation of the principles and policies on the identification and management of the main financial and operating risks, as well as oversees the measures aimed at risk monitoring, controlling and dissemination.

The Board of Directors and the Statutory Audit Board recognises the importance that the risk management and internal control systems have for the Group, thus encouraging the human and technological conditions conducive to an environment of control that is proportionate and suitable to the risks of the activity.

The Executive Committee is also responsible for ensuring the creation and operation of internal control and risk management systems.

Furthermore, with the growth of international activity and consequent geographic and business diversification, the Group's organisational structure now has a higher and more complex dimension. Ensuring the proper operational autonomy to business, Mota-Engil, with its strategic and financial aspects, has a governance model which includes a structure named Corporate Centre, encompassing all corporate functions supporting the Executive Committee, which works as control instrument for business performance and for a more robust and better structured risk management, in accordance with the Group's policies, procedures and strategic vision.

The risk management activity and its focus on a specific area, the Corporate Risk Area, is under the responsibility of an executive director, to reinforce risk assessment in a more systematic and efficient manner and with an appropriate communication interface with the various business areas in different markets and regions.

The risk management process is an integral part of the internal control system which consists on the development of management policies and procedures with a view to ensure the creation of value, protection of its assets, compliance with laws and regulations and a controlled environment that ensures compliance with Mota- ngil's ethical principles and the reliability of the information reported.

51. Explanation, albeit with the addition of an organisational chart, of the hierarchical and/or functional dependence relations regarding other bodies or committees of the Company.

The organisation and governance model of Mota-Engil is based on the implementation of international best practices regarding corporate governance, which ensures fully transparent processes and procedures and an autonomy and independence of action set out in the "three lines of defence" model, as shown in the organisational chart below, in compliance with the guidelines of the position statement of the " nstitute of nternal Auditors" for an efficient management of an organisation's risks and controls.

• The first line of defence is carried out by the Business Units, markets, companies and projects, which are responsible for managing the risk on the front line, playing a key role in managing them, as they are usually closest to most of them and are therefore continuously confronted to evaluate the risks, with the amount of risk to be taken on and to define the options for dealing with the risks. This decision-making is accompanied by a conscious consideration of the risks involved not only for the Business Unit, market, company or project, but also by balancing the wider impact of the risk on the Group as a whole.

The Business Units are responsible for the identification, assessment, reporting and mitigation of risks, in order to facilitate, standardise and streamline the risk management process. Risk managers, known as Risk Owners, are defined in operational management, being responsible for identifying risks in their business area and act as focal points in the relationship with the Corporate Risk area.

  • The second line of defence is represented by the Corporate Centre areas, which report to the Executive Committee and among which we highlight: Business Control; Strategic Planning and M&A; Corporate Finance; Corporate Tax; Risk; Human Resources Strategy; Sustainability; Legal; Compliance; IT and Digital Transition; Security, Health, Environment and Quality and Commercial and Business Development. All these areas contribute, within the scope of their functional area and in a complementary manner, to the dissemination of the across-the-board risk policies, as long as with the due consent / approval of the Executive Committee.
  • The third line of defence is represented by the Internal Audit area, whose main function is to contribute to the achievement of the strategic objectives, assessing the compliance and continuous improvement of the effectiveness of the internal control of the Group's management processes, supporting the prevention and mitigation of control risks that could translate into the risk of financial loss and promoting compliance by the Group and its employees with all applicable regulations through independent intervention, in conjunction with all the Group's organic units.

The Internal Audit area reports to the Risk and Internal Audit Committee, an independent body which in turn reports directly to the Board of Directors and is composed of three permanent members.

The CMVM (regulating entity), the Auditor and the Statutory Audit Board are outside the Company's executive body, but also play an important role in the overall structure of governance and control, in particular:

  • By providing assessments to the Company's stakeholders, including the governance bodies and the Board of Directors; and
  • By establishing requirements with the intention of strengthening controls and having an independent and objective function to evaluate all or part of the first, second or third line of defence with respect to these requirements, seeking to act in a cooperative manner and in permanent dialogue with the Company.

52. Existence of other functional areas with risk control competences.

Risk management in the Company and its subsidiaries is an integral element of all organisational processes and decisions, rather than an isolated activity removed from the roup's main activities.

Management and risk control are monitored by the Board of Directors, the heads of the Business Units and the Company's corporate areas.

The corporate risk area, which is also part of the second line of defence, is responsible for defining the risk management policy and guaranteeing its proper functioning, ensuring that the Company is aware of its main risks, supporting the analysis of the risk appetite and respective definition of limits, as well as the process of cascading risk management throughout the organisation through the structure defined in order to promote good implementation, accountability and culture in terms of risk.

Furthermore, this area is also responsible for producing quarterly reports detailing the levels of exposure to each of the main risks, through Key Performance / Risk Indicators (KPI/KRI) identified throughout the year, as well as selecting and implementing the risk management options. These reports are subsequently analysed by the Executive Committee, enabling a reflection on the main recommendations and a decision on the risk management options to be adopted, which are also shared with the Risk and Internal Audit Committee.

Finally, cybersecurity and information security risks are managed and monitored regularly by the Group's Chief Information Officer, who reports directly to a member of the Executive Committee and the Privacy Committee.

53. Identification and description of the main economic, financial and legal risks that the Company is exposed to in the course of its activities.

Risk management in the Mota-Engil Group is based on a continuous identification and analysis of the different types of risks inherent to its activity, in the different countries where it operates, and that cut across the entire Company – cyclical risks, financial risks, interest rate risks, exchange rate risks, liquidity risks, credit risks, operational risks, legal risks, regulatory risks, environmental risks, among others – and the adoption of profitability maximisation strategies.

A separate chapter of the Management Report, which is considered an integral part of this report by reference, contains the detailed description of the main risks to which the Group is exposed in its business (chapter 1.2.5 of the Management Report).

54. Description of the process of risk identification, assessment, monitoring, control and management.

Risk management is incorporated throughout the Mota-Engil Group and its main objective is to identify, assess and manage the opportunities and threats that the different businesses, in different locations, face in pursuing the objectives of value creation.

Mota-Engil Group applies the best practices defined for Internal Control and Risk Management and, as such, its management incorporates an internal control system based on COSO's international guidelines (The Committee of Sponsoring Organizations of the Treadway Commission), more specifically in what concerns the assessment and attribution of degrees of criticalness and priority to risks accordingly to their impact on business objectives and regarding their probability of occurrence.

Risk management is the responsibility of the whole organisation, particularly of Business Units, of the different corporate areas, with a special emphasis on the Corporate Risk area - which coordinates the different risk information and monitors based on an overall perspective, and on the Internal Audit area.

The cyclical and consecutive cluster of risk identification stages of the Group is described as follows:

  • Risk assessment: Risk identification, analysis and assessment;
  • Risk handling: Selection and implementation of options to address the risk;
  • Monitoring and review: Ensure and improve the quality and effectiveness of process design, implementation and results; and
  • Recording and reporting: Documentation and communication of the process and results.

Each year, according to a plan defined and adopted by the Risk and Internal Audit Committee, operational compliance and financial audits are carried out aimed at testing the effectiveness of the internal controls implemented by the Group.

The Corporate Risk area ensures the effective implementation of risk management through continuous monitoring of the respective adequacy and effectiveness, monitoring of any mitigation measures regarding any internal control failures and constant monitoring of risk levels and implementation of control measures.

The evaluation of the internal control and risk management system allows the assessment of its efficacy, notwithstanding the reference of improvement measures to be implemented in the short and medium term, within a process that seeks progress and continuous improvement, and which is suitable for the development of the business Organisation and its strategic challenges.

Accordingly, the strategy and main policies defined by the Board of Directors are permanently monitored through the internal control system implemented by the roup, the efficiency of which helps in part to ensure the Company's long-term success.

Finally, the implementation of the main policies defined by the Board of Directors (described in greater detail in the attached report on non-financial information) in numerous fields – environmental, social, human rights, gender equality, nondiscrimination between employees, fight against corruption and attempts at bribery, among others, - are an example of the positive contribution that the Group has made and intends to continue to make in the long term to the community at large.

55. Main elements of the internal control and risk management systems implemented in the Company regarding the process of disclosure of financial information (article 29-H, paragraph 1, subparagraph l)).

The existence of an effective internal control environment, particularly in the financial reporting process, is a commitment of the Management and Supervisory Bodies, as well as of the different business units and the corporate centre, which are responsible for producing financial information.

Furthermore, the Board of Directors is continually committed to ensuring that appropriate policies are implemented, guaranteeing that the financial statements are reported in accordance with the accounting principles adopted.

The financial and non-financial information documents to be presented to the market are prepared by the heads of the Business Control and Investor Relations areas, based on information provided by the business units, and presented to the capital market by the representative for Market Relations.

All financial and non-financial information documents to be submitted to the market are sent to the management and supervisory bodies beforehand and are only released after being analysed and approved by the latter.

The consolidated financial and non-financial information disclosure process involves a limited number of Mota- ngil's employees. Additionally, through the processes and controls implemented, some of which are referred to in paragraphs 50 to 54 below, Mota-Engil prepares and discloses in an appropriate and thorough manner, to its various stakeholders (governing bodies, shareholders and financial analysts, among others) and within internally defined deadlines (monthly) or within the dates established by law, the financial information necessary for the analysis and assessment of the roup's activity.

To this end and in accordance with the Regulation (EU) no. 596/2014 of the European Parliament and Council, Mota-Engil drafted a list - constantly updated - of the collaborators, employed or not by the Company, who have access, either regularly or occasionally, to privileged information. Each employee was informed of their inclusion in the corresponding list and provided with an explanation on: (i) the reasons that led to their inclusion in such list; (ii) the rights and obligations set forth in the law; (iii) the consequences resulting from the dissemination or abusive disclosure or use of privileged information. The respective employees confirmed they were made aware of their inclusion in said list and of their obligations arising therefrom.

Lastly, the Auditor and Statutory Auditor, within the scope of their work, issues an opinion in the respective audit report on the inclusion of the elements required by the Company under article 29-H of the Portuguese Securities Code regarding the report on corporate governance practices. In this sense and considering paragraph m) of the referred article, there is compliance with the main elements of the internal control and risk management systems implemented by the Company in relation to the process of disclosure of financial information.

IV. Investor support

56. Responsible service for investor relations support, its composition, functions, information provided by such service and contacts.

The Company maintains ongoing contact with investors and analysts through the Investors Relations area, making up-to-date relevant and reliable information available, as well as providing clarifications regarding the roup's business, with a view to improving their awareness and understanding of the Group.

The Investor Relations area, in combination with the Business Control area, regularly prepares presentations for the financial community, communications on quarterly, biannual and annual results, as well as relevant communications to the market whenever necessary to disclose or clarify any event that may influence the evolution of Mota-Engil's share price. In addition, and when requested, clarifications are provided about the roup's activities in response to questions raised by e-mail or telephone.

All information disclosed is made available on the CMVM webpage (www.cmvm.pt) and the Mota-Engil webpage (www.motaengil.com).

The head of the Investor Relations area is Pedro Manuel Arrais, whose contact details are:

Rua Mário Dionísio, 2 2799-957 Linda-a-Velha Tel.: 351 214 158 200 Fax: +351 214 158 688 Email address: [email protected]

57. Representative for market relations.

The representative for market relations is Luís Filipe Cardoso da Silva, whose contact details are:

Edifício Mota Rua do Rego Lameiro, 38 4300-454 Porto Tel.: +351 225 190 300 Fax: +351 225 190 303 Email address: [email protected]

58. Information on the proportion and the period for responses to inquiries received in the current year or outstanding from previous years.

As mentioned before, the Company maintains permanent contact, through the Investors Relations area, with its shareholders and analysts by providing constantly up-to-date information. Furthermore, when requested, it provides clarifications on the relevant facts of the Group's activities which have been disclosed in line with the law. All the information requested is analysed and answered within no more than five working days, so there are no outstanding requests from the previous year. The Company believes that its Investors Relations area ensures permanent contact with investors, while keeping a record of the requests made and how they are dealt.

V. Website

59. Address(es).

The institutional website of the Company is available in Portuguese, Spanish, French and English and can be accessed at the following address www.mota-engil.com. In the area for investors, information is provided to enable third parties to learn about the evolution of the Company and its current position in economic, financial and governance terms.

60. Web address providing information on the company, its status as an open capital company, registered offices and other elements referred to in article 171 of the Companies' Code.

http://www.mota-engil.com/en/investors/corporate-profile/

  1. Web address for the articles of association and the operating regulations of its bodies and/or committees.

http://www.mota-engil.com/en/investors/corporate-profile/

  1. Web address where information on the identity of the holders of terms of office in governing bodies, the representative for market relations, the Investor Support Office or equivalent structure and their respective functions and means of access may be found.

http://www.mota-engil.com/en/institutional/corporate-bodies/

http://www.mota-engil.com/en/investors/investor-support/

  1. Web address where reporting documents can be found and which must be available for at least five years together with a six-monthly calendar of corporate events published at the beginning of each period, including general meetings, the publication of annual, six-monthly and, where applicable, quarterly accounts.

http://www.mota-engil.com/en/investors/financial-information/

http://www.mota-engil.com/en/investors/investor-calendar/

http://www.mota-engil.com/en/investors/general-meetings/

  1. Web address where the notice of the general meeting is published together with all the related preparatory and subsequent information.

http://www.mota-engil.com/en/investors/general-meetings/

  1. Web address where the company archives are made available, including decisions adopted at the Company's eneral Meetings, the share capital represented and the voting results for the last 3 years.

http://www.mota-engil.com/en/investors/general-meetings/

D. REMUNERATION

I. Competence to determine

66. Responsibility for determining the remuneration of governing bodies, the members of the executive committee or the managing director and company directors.

In accordance with the articles of association, the duties of the Remuneration Committee, appointed by the shareholders at a General Meeting, with the support of the Assessment and Remuneration Committee, are to define the policy for the remuneration of the corporate officers, setting the applicable remuneration in accordance with the duties performed, their performance and the Company's economic situation.

The remuneration of Company officers is determined by the respective Board of Directors, according with the principles of the remuneration policy submitted by the Remuneration Committee for evaluation at the General Meeting.

Lastly, it is also up to this Committee, with the support of the Assessment and Remuneration Committee, to annually confirm the correct implementation of the (fixed and variable) remuneration policy, which was adopted for the management bodies' members, as well as for the members of the different Committees.

II. Remuneration Committee

67. Composition of the remuneration committee, including the identification of other individuals or companies hired to provide support and statement of independence of each of its members and advisers.

The Remuneration Committee appointed for the three-year period 2021-2023 is composed of the following members: Carlos António Vasconcelos Mota dos Santos and Jingchun Wang, both non-independent members of the Board of Directors.

Carlos António Vasconcelos Mota (Chairperson of the Board of Directors and the Executive Committee) and Jingchun Wang (non-executive member of the Board of Directors and relative of two executive members) form the Remuneration Committee, having been appointed for these duties by the General Meeting, on a proposal from the majority shareholder Mota Gestão e Participações, SGPS, S.A. Their participation in the Remuneration Committee is limited exclusively to the representation of shareholder interests, intervening there in that capacity and not as members of the management body. To ensure their independence in the performance of these duties, these members do not take part in any discussion or deliberation in which there is or there may be a conflict of interest, specifically when it comes to the setting of their relatives' remunerations as members of the management body. Additionally, it is generally believed, namely by the Annual General Meeting that appointed them to their respective positions, that the members of the Remuneration Committee gather an experience, a weight and an ethic that allows them to fully protect the interests conferred upon them.

In 2023, no individual or company was contracted to support the Remuneration Committee in its duties. However, this Committee is uniquely and exclusively responsible, within the Company's budgetary limitations, for deciding whether or not to contract external consultants based on need or convenience.

Furthermore, the Remuneration Committee is responsible for ensuring that any consultants contracted are independently provided and that the respective providers are not hired by the Group to execute other services without its express authorisation.

Lastly, to provide information or clarifications to the shareholders, the Chairman or, in the Chairman's absence, another member of the Remuneration Committee attends Annual General Meetings or those the agenda of which includes items related to the remuneration of the members of the managing bodies and of the different Committees of the Company.

68. Knowledge and experience of the members of the remuneration committee on remuneration policy.

It is considered that, by virtue of their respective curriculum and/or career path (see paragraph 4.7 of chapter 4 - Annexes "List of positions held by the members of the Board of Directors in the last five years"), the members of the Remuneration Committee possess knowledge and experience in matters of remuneration policy. Additionally, and where necessary, the Remuneration Committee is assisted by expert internal or external resources to support its decisions regarding remuneration policy.

III. Remuneration structure

69. Description of the remuneration policy for the management and supervisory bodies referred to in article 2 of Law no. 28/2009, of 19 June.

As stipulated in Law no. 28/2009, of 19 June, a statement on the remuneration policy for members of the management and supervisory bodies was submitted annually to the General Meeting.

However, with the entry into force of Law no. 5/2020, the remuneration policy proposal will have to be submitted to the General Meeting for approval at least every four years, and whenever there is a relevant change in the policy in force. However, as the company's articles of association stipulate, the Group's remuneration policy is submitted annually to the Shareholders' eneral Meeting.

n the financial year of , and in accordance with the remuneration policy proposal adopted at the Shareholders' eneral Meeting of 27 April 2023, the general principles observed in setting remuneration were essentially as follows:

a) Functions performed

The functions performed by each member should be considered in the broadest sense of the activity effectively carried out and the related responsibilities and not solely in a formal sense. The directors, executive directors or the members of the Statutory Audit Board shall not be in the same position. Consideration of the functions should be made in the broadest sense with the requirement that criteria such as responsibility, the time spent or the value added for the Group, which results from a specific type of activity or institutional representation. Likewise, the existence of functions performed in other controlled companies cannot be excluded from this reflection, which means both an increase in responsibility and a cumulative source of income.

In line with the principle stated above, the Group has defined a remuneration policy that covers, in a segmented way, members of management and employees, based on the international Korn Ferry / Hay Group model for the scoring of functions.

In accordance with the current methodology, functions are assessed based on knowledge, complexity and responsibility/autonomy required and are subsequently fitted into predefined functional groups, which constitutes the benchmark vector for the determining of conditions in matters of remuneration.

b) Financial situation of the Company

The financial psition of the Company, its interests from a longer-term perspective and its growth and the creation of stakeholder value should be taken into consideration.

In this context, the Group has been supporting its development through short and medium-term planning (Strategic Plan of the Group), establishing goals and defining initiatives, the execution of which is subject to periodic evaluation through a set of KPIs which guide performance around five strategic axes:

  • − Focus on the profitability of Engineering and Construction;
  • − Growth in the Environment, Concessions and Industrial Services;
  • − Efficiency programme;
  • − Sustainability and innovation; and
  • − Debt optimisation and diversification.

As the Group's Strategic Plan is the instrument which strategically guides the Group, the KPIs comprise one of the key components for the assessment of members of the roup's management and for the determination of their respective remuneration, driving the incentive mechanisms toward the effective creation of value with a long-term horizon.

c) General market conditions for equivalent situations

The establishment of any remuneration cannot avoid the laws of supply and demand, and the members of governing bodies are no exception. Respect for market practises allows professionals to be maintained with a level of performance which is adequate to the complexity of their functions and their responsibilities. It is important that the remuneration is aligned with the market and stimulating as a means to achieve a high level of individual and collective performance, assuring not only their own interests, but essentially those of the Company and the creation of shareholder value.

Considering the principle mentioned above, the periodic auditing of compensation practice as well as their comparison with the market falls within the remuneration policy for the Group. To this end, the international Korn Ferry/Hay Group methodology for the scoring of functions is adopted along with Korn Ferry/Hay Group salary studies aimed at comparative functional groups, thus ensuring competitive rationales of adjustment to the strategy for human resource development and the evolution of the salary market.

The main aspects of the Remuneration Policy can be summarised as follows:

  1. The remuneration of executive members of the Board of Directors along with non-executive directors which are not independent shall be composed of a fixed and a variable component.

The remuneration policy embodies two fundamental aspects in the compensation of all members of the roup's management and employees: first, the equity/competitiveness of salaries, which is safeguarded by internal analysis and external comparison of the proportion of fixed payments in relation to the function exercised by the post holders (using the Korn Ferry/Hay Group methodology as support); secondly, meritocracy, complementing the fixed salary with a variable component dependent on the performance assessment.

    1. The remuneration of independent, non-executive members of the Board of Directors, the members of the Statutory Audit Board and the presiding members of the Shareholders' General Meeting is composed solely of a fixed component.
    1. The fixed component of the remuneration of members of the Board of Directors with executive functions along with the non-executive members who are not independent shall be payable 14 times per year.
    1. The setting of the monthly amount of the fixed component of the remuneration of Board members will be made for all of those who are members of the Executive Committee and for those which, despite not being part of this committee, are not considered to be independent.
    1. The setting of a predetermined sum for each participation in meetings of the members of the Board of Directors will be made for those considered to be independent and who have essentially non-executive functions.
    1. The fixed remuneration of the members of the Statutory Audit Board and the presiding members of the General meeting will consist of a fixed amount payable 12 times per year.
    1. The process of attribution of variable remuneration to executive members as well as to non-independent nonexecutive members of the Board of Directors shall observe the criteria proposed by the Remuneration Committee, on a proposal from the Evaluation and Remuneration Committee, based on the performance assessment carried out, their hierarchical position, the company's long-term performance criteria, its real growth and the chosen performance variables.

Under the remuneration policy defined for the Group, the variable remuneration is dependent on the assessment of performance, the general principles of which and the respective mode of application are to be found in the Corporate Performance Management Model.

The assessment of performance in the Group covers two components: quantitative evaluation, measured through the fulfilment of the K s indexed to the roup's strategic plan and expressed in annual targets, which are set at the beginning of each evaluation cycle; and qualitative evaluation which results from an individual assessment covering key skills for the Group.

The awarding of variable remuneration within the Group presupposes the observance of two cumulative conditions: achievement of barrier-targets, defined for each annual assessment cycle and drawn from the roup's Strategic lan; and the satisfactory average achievement of the quantitative targets, weighed with the individual qualitative assessment, which can result in a pay-out amount that varies between predefined minimum and maximum percentages.

In addition, preventive mechanisms are established which inhibit the payment of variable remuneration so as to minimise the incentive for results not aligned with a perspective of the creation of sustainable value in the long term.

Therefore, no variable remuneration will be awarded where any of the following conditions is observed:

  • − One of the barrier-targets (which corresponds to the minimum to be attained in each KPI so that the payment of variable remuneration is eligible) is not attained in accordance with the parameters set for each annual assessment cycle and
  • − The average attainment of the targets defined by KPI weighted with the individual qualitative assessment is unsatisfactory.
    1. In setting all remunerations, namely in distributing the total sum allocated to variable remuneration of the Board members, the general principles quoted above will be observed: functions performed, financial situation of the Company and market criteria.

The roup's remuneration policy is extended to cover members of management and employees and is segmented into predefined functional groups (members of the Board of Directors being included in Top Executives), using the international Korn Ferry/Hay Group model for the scoring of functions. The Group's remuneration policy ensures that the remuneration set for each functional group (both the fixed and variable components) are based on internal equity and salary benchmarking against the reference market, which is carried out periodically.

The policy and remuneration practices of the groups of companies taken as comparative elements for the setting of remuneration, the Remuneration Committee takes in account all Portuguese companies of an equivalent size , within the limits of accessible information, and specifically the PSI as well as companies in other international markets with characteristics equivalent to those of the Group.

No agreements were established by the Remuneration Committee regarding payments to be made by the Group for dismissal or termination by agreement of Directors positions.

As already mentioned, the remuneration of non-executive and non-independent members of the Board of Directors includes one variable component. The Company believes that, besides having the duty to reward the long-term strategy carried out by the entire Board of Directors, including the non-executive and non-independent directors, this does not deviate their nonexecutive function.

Apart from the articles of association, which determine that overall the variable remuneration of the members of the Board of Directors may not exceed 5% of the profits for the financial year, there are mechanisms in the remuneration policy in force that aim, on the one hand, at rewarding the effective creation of value in the long term, whilst on the other hand seeking to discourage the assumption of excessive risks and behaviours that are not aligned with the strategy outlined for the Group.

In this way, the fixed and variable remuneration is delimited by remuneration placeholders that are based on the position, the corresponding functional group, and the benchmarking in the market of reference. The fixed remuneration has an underlying predefined minimum and maximum value by functional group and the variable remuneration is dependent on performance assessment, which can result in a pay-out amount that varies between predefined minimum and maximum percentages. In aggregate terms, the mix of fixed and variable remuneration is balanced through the setting of minimum and maximum limits, provided for within the scope of the remuneration policy.

The emuneration Committee considers that the structure of the directors' remuneration is adequate and that it is unnecessary to set maximum potential, aggregate and/or individual remuneration limits for members of the administrative body, and also that the Remuneration Policy adopted is in line with the compensation practices in most peer companies in the PSI, bearing in mind the Company's characteristics.

The members of the administrative body do not enter into contracts with the Company or third parties whose purpose is to mitigate the inherent risk of variability of the remuneration that was set for them by the Company.

70. Information on how remuneration is structured so as to permit the alignment of the interests of members of the management body with the long-term interests of the Company, as well as how it is based on performance assessment and how it discourages excessive risk-taking.

The roup's current emuneration olicy as approved by the eneral Meeting seeks to promote the alignment of the interests of the directors and other Company bodies and managers with the interests of the Company in the medium and long term and is based on a fixed basis with a variable component (where applicable) based on the results of the activities carried out and the economic and financial situation of the Company.

As described in paragraph 69, the roup's remuneration policy has underlying variable remuneration instruments structured to promote the alignment of the interests of the Board of Directors with the longer-term interests of the Company, which act as a deterrent to the assumption of excessive risk, particularly by monitoring certain KPIs.

To this end, indexation mechanisms are defined for variable remuneration based on the assessment of performance which, in turn, is based on KPIs set by the Group's Strategic Plan, which was defined for a long-term horizon.

Under the quantitative component of the assessment of performance, at the start of the assessment cycle, targets are defined for each KPI.

The award of variable remuneration in the Group requires an average satisfactory attainment of the targets set, weighed by the individual qualitative assessment.

In addition, preventive mechanisms for the inhibition of the payment of variable remuneration are established should any of the following conditions be met:

  • − One of the barrier-targets (which corresponds to the minimum to be attained in each KPI so that the payment of variable remuneration is eligible) is not attained in accordance with the parameters set for each annual assessment cycle; and
  • − The average attainment of the targets defined by KPI weighted with the individual qualitative assessment is unsatisfactory.

71. Reference, if applicable, to the existence of a variable component of remuneration and information regarding the way this component depends on performance assessment.

The remuneration policy for executive members of the Company's oard of Directors, and for non-independent non-executive members, follows a plan consisting of: (i) a fixed component defined in accordance with the function, the corresponding position within the functional groups predefined for the Group and market benchmarking (supported by the Hay international methodology for the scoring of jobs), which includes the basic gross remuneration paid in reference to the period of one year; and (ii) a variable component paid as performance bonus, taking into consideration the performance, based upon criteria defined and revised annually by the Remuneration Committee.

The criteria for awarding variable compensation to members of the roup's administrative bodies are indexed to performance assessment and are the responsibility of the Remuneration Committee.

The assessment of performance is two-fold: quantitative assessment, measured through the fulfilment of the KPIs indexed to the roup's Strategic lan and expressed in annual targets at the beginning of each assessment cycle; and qualitative assessment, that results from a discretionary individual assessment, which contemplates the following aspects, among others: (i) the effective availability shown in monitoring activity, both geographically and in terms of business; (ii) the availability shown in the monitoring, training and assessment by the Group's top management in conjunction with the Remuneration and Assessment Committee; (iii) the effective contribution, directly and indirectly, through motivation and awareness-raising of the top management to the attainment of the 5 strategic axes defined in the Group's Strategic Plan; and (iv) the dissemination / promotion and alignment with the compliance, risk management and sustainability policies defined by the Group.

The payment of variable remuneration applicable to the Group's executive members presupposes the observance of two cumulative conditions: the achievement of barrier targets, defined at the beginning of each annual assessment cycle, based on the Group's Strategic Plan, namely the attainment of the estimated net profit and the satisfactory achievement of quantitative targets weighed by the individual qualitative assessment, which may result in a pay-out amount that varies between a minimum percentage (0%) and a maximum (5%) of the annual net profit for all the members of the Board of Directors, as stipulated in the Company's articles of association.

Finally, in order to safeguard the long-term interests of shareholders and the various stakeholders, the Mota-Engil Group has implemented a refund policy which, in the event of a restatement of the Company's accounts, provides for the possibility of refunding remuneration paid as variable pay.

The time period associated with the refunding mechanism shall take into account the period of restatement of the Company's accounts as well as the factors giving rise to it.

72. Deferred payment of the variable component of remuneration, with indication of the deferral period.

There is no deferral on the payment of variable remuneration. Nevertheless, the Remuneration Committee structures the remuneration of the members of the management body in a way that allows for long-term continuous positive performance of the Company. Ex ante monitoring of positive performance is carried out through the periodic assessment of KPIs drawn from the Group's Strategic Plan, enabling monitoring the Company's performance evolution. Ex-post, there are mechanisms defined in the remuneration policy that are aimed at inhibiting the payment of variable remuneration when one of the following conditions is not met:

  • − One of the barrier-targets (which corresponds to the minimum to be attained in each KPI so that the payment of variable remuneration is eligible) is not attained in accordance with the parameters set for each annual assessment cycle and
  • − The attainment on average of the targets defined by KPI weighed with the individual qualitative assessment being unsatisfactory.

Additionally, with reference to paragraph 71 and in order to safeguard the long-term interests of shareholders and stakeholders, the Mota- ngil roup has implemented a refund policy which, in the event of a restatement of the Company's accounts, provides for the possibility of refunding remuneration paid as variable pay.

The time period associated with the refunding mechanism shall take into account the period of restatement of the Company's accounts as well as the factors giving rise to it.

Thus, the Remuneration Committee considers that the way the remuneration of the members of the management bodies' is structured, namely the absence of any mechanism for deferring the variable component, weighed by the existence of restitution mechanisms and based on a qualitative assessment supported by sustainable performance parameters, is appropriate and enables the alignment of their interests with the Company's long-term interests. For the same reason, the Remuneration Committee deems it unnecessary to set any potential maximum, aggregated and/or individual limits to the remuneration payable to the members of the governing bodies, especially considering that the adopted remuneration policy is in line with the remuneration practices of most of the similar companies included in the PSI, considering the characteristics of the Company.

73. Criteria on which the award of variable remuneration in shares is based, as well as regarding the maintenance, by executive directors, of such shares; criteria for the potential conclusion of contracts related to those shares, specifically hedging or risk transfer contracts, their respective limits and relation with the amount of total annual remuneration.

The Company does not have, nor does it plan to have, any remuneration measure in force that includes the allocation of shares and/or any other incentive system with shares.

74. Criteria for the award of variable remuneration in options and indication of the period of deferral and the price of exercise.

Presently, the Company does not have or expects to have any means of remuneration which includes the awarding of the rights to acquire stock options.

75. Main parameters and grounds of any annual bonus system or any other non-monetary benefits.

The Company does not have any other annual bonus system or non-monetary benefits.

76. Main characteristics of the complementary pension schemes or early retirement for directors and date on which they were adopted individually at a General Meeting.

With the exception of the two current founding directors who are shareholders, the Company does not currently have complementary pension or early retirement schemes for other directors. The founding shareholders who are directors are also beneficiaries of a retirement plan with defined benefits, which will broadly allow them to receive a pension equivalent to 80% of the salary on the date of retirement (see note 39 of the Notes to the consolidated financial statements). This plan was already in force prior to the date on which Mota-Engil shares were listed.

As of 31 December of 2023 and 2022, the accrued amounts of liabilities related to retirement plan benefits set for the Board members mentioned above were as follows:

Name 2023 2022 Variation
António Manuel Queirós V. da Mota 5,145,042 4,831,527 313,515
Maria Paula Queirós V. Mota de Meireles 4,263,426 5,571,373 -1,307,947
9,408,468 10,402,901 -994,433

The variation in accrued liabilities in 2023 was essentially due to the change in the estimated retirement date of one of the directors.

IV. Disclosure of remuneration

  1. Indication of the annual sum of the remuneration received from the company, aggregated and individually, by the members of the company´s management bodies, including fixed and variable remuneration and, regarding the latter, reference to the various components which gave rise to it.
Members Fixed
Component
Variable
Component
Other
Remunerations
Attendance
vouchers
Total
Executive directors
Carlos António Vasconcelos Mota dos Santos 472,000 400,392 872,392
Di Xiao 456,000 150,567 35,972 642,539
João Pedro dos Santos Dinis Parreira 351,545 250,305 601,850
José Carlos Barroso Pereira Pinto Nogueira 238,750 185,937 424,687
Manuel António Fonseca Vasconcelos da Mota 480,000 400,392 880,392
Non-independent non-executive directors
António Manuel Queirós Vasconcelos da Mota 202,159 578,000 360,000 1,140,159
Gonçalo Nuno Gomes de Andrade Moura Martins 288,834 1,724,787 2,013,621
Jingchun Wang 280,570 5,518 286,088
Maria Paula Queirós Vasconcelos Mota de Meireles 251,000 7,753 258,753
Independent non-executive directors
Ana Paula Chaves e Sá Ribeiro 70,000 70,000
Francisco Manuel Seixas da Costa 70,000 70,000
Helena Sofia Salgado Cerveira Pinto 70,000 70,000
Isabel Maria Pereira Anibal Vaz 70,000 70,000
Leong Vai Tac 55,000 55,000
Paulo Sacadura Cabral Portas 55,000 55,000
Total 7,510,480

In addition, there are no plans for the allocation of shares or rights to acquire options on shares or any other incentive system with shares, as the criteria related to the variable components of the management bodies' remuneration are those listed in the remuneration policy described in paragraph 69.

Information regarding the connection between remuneration and the performance of management bodies is that which is stated in the remuneration policy described in paragraph 69.

Information regarding the main parameters and the grounds for any system of annual bonuses is that which is stated in the remuneration policy described in paragraph 69.

Additionally, there are no other amounts to be paid for any reason to other companies in a control or group relationship.

Finally, on this topic, reference is also made to paragraph 4.8 of Chapter 7 - Annexes, where the Remuneration Report provided for under Article 26 G of the Portuguese Securities Code is presented.

78. Amounts of any kind paid by other companies under Group control, members of the Group or others which are subject to joint control.

The sums paid by other Group companies are set out in the table of the above paragraph.

79. Remuneration paid as a form of share of profits and/or payment of bonuses and the reasons for said bonuses and/or the profit share granted.

The variable component of remuneration of the members of the Board of Directors corresponds to a performance bonus and depends on performance assessment, whose general principles and application method are provided for in the Performance Management Corporate Model, as previously explained in paragraph 69.

80. Compensation paid or due to former executive directors relating to the termination of their duties during the period.

No compensation was paid to former executive directors relating to the termination of their duties during the period.

  1. ndication of the annual remuneration received, in aggregate and individually, by members of the company's supervisory bodies for the purposes of Law no. 28/2009, of 19 June.
Value in Euros
Members Company Total
Cristina Maria da Costa Pinto Mota-Engil SGPS 30,000
José António Ferreira de Barros Mota-Engil SGPS 30,000
Susana Catarina Iglésias Couto Rodrigues de Jesus Mota-Engil SGPS 30,000
90,000

Additionally, the Audit Firm PricewaterhouseCoopers & Associates – SROC, Lda, including other entities belonging to the same network, received during the year 2023, in the Company and in companies in a control or Group relationship, the amount of 2,570,264 Euros (see paragraphs 46 and 47).

82. Indication of the remuneration of the chairperson of the general meeting for the period.

n , the eneral Meeting's chairperson earned 6, uros and the secretary earned , uros.

V. Agreements with remunerative implications

  1. Contractual limitations for the compensation to be paid for unjustifiable removal of a director and its relationship with the variable component of the remuneration.

No limits are contractually set for the compensation to be paid for unjustifiable removal of a director other than that provided for in law. On the other hand, there is no legal instrument entered into with directors requiring the Company to pay any damages or compensation beyond what is legally required.

  1. Reference to the existence and description, with disclosure of the amounts, of agreements between the Company and the Board members and managers in the context of article 248-B, paragraph 3 of the Portuguese Securities Code which forsees for compensation in case of dismissal, unjustified dismissal or termination of the employment relationship following a change in control of the Company. (Article 29-H, paragraph 1, subparagraph k).

No agreements were celebrated between the Company, directors and managers which foresees for compensation in case of dismissal, termination without due cause or termination of the employment relationship following a change in control of the Company.

VI. Plans for the awarding of shares or stock options

85. Identification of the plan and the respective recipients.

The Company presently does not have any remuneration measure in force that includes the awarding of the rights to acquire stock options.

  1. Characterisation of the plan (conditions for the awarding, clauses prohibiting the disposal of shares, criteria relating to the price of the shares and the price for the exercise of options, the period during which the options may be exercised, characteristics of the shares or options to be awarded, the existence of incentives for the acquisition of shares and/or the exercise of options).

The Company presently does not have any remuneration measure in force that includes the awarding of the rights to acquire stock options.

87. Option rights awarded for the acquisition of shares (stock options) of which employees and collaborators of the company are beneficiaries.

The Company presently does not have, or foresees, any remuneration measure that includes the awarding of the rights to acquire stock options.

88. Mechanisms of control provided for in any system of employee participation in the company capital where the rights to vote are not exercised directly by the latter (art. 29-H, paragraph 1, subparagraph e)).

The Company presently does not have, or foresees, any remuneration measure that includes the awarding of the rights to acquire stock options.

E. TRANSACTIONS WITH RELATED PARTIES

I. Mechanisms and control procedures

89. Mechanisms implemented by the company for purposes of controlling transactions with related parties.

All business carried out between the Company and related parties are aligned with the interests of the Company and its subsidiaries and are implemented in the normal conditions of the market. The mechanisms in force implemented for controlling such transactions constitute specific administrative procedures essentially resulting from legislation impositions and approval by the Board of Directors and the Statutory Audit Board (where applicable).

Following Law no. 5/2020, the Company prepared a Transactions with Related Parties Policy, which obtained a favourable prior opinion from the Statutory Audit Board.

The main aspects of this Policy are listed as follows:

    1. Definition of related party qualified shareholder, director, person exercising a significant influence and associated persons;
    1. Scope of transactions with related parties:
  • − a transaction with related parties is defined as a transaction that is not conducted in the "regular course of business" between the Group and a related party;
  • − when assessing whether a transaction is in the "regular course of business", the size and focus of the transaction must be considered, as well as whether that transaction is carried out within the scope of the regular activity of the Group and under regular market conditions;
  • − transactions which are not carried out in the "regular course of business", or which are at least of an amount of 1,000,000 Euros shall be approved by the Board of Directors with the prior opinion of the Statutory Audit Board;
  • − without prejudice to the requirements of the previous paragraph, the transactions with related parties in which the individual or cumulative value corresponds to at least .5% of the Company's consolidated assets shall be publicly disclosed, at the latest in the moment in which they occur.
    1. Identification, characterisation and registration of related parties:
  • − the persons and entities involved in the different types of related parties shall be identified and registered in the Company's computer systems by creating a comprehensive list of related parties, which is to be updated at least biannually;
  • − the list referred to in the previous paragraph shall include the name or designation of the related party, the type of relationship of the related party with the Group, the taxpayer number or the business registration number and the respective percentage of all direct or indirect shareholdings, where applicable;
  • − The Company's Secretary shall keep the list of related parties up-to-date and inform the governing bodies of the Company, the Corporate Centre area and the Internal Audit Area as regards said list, to ensure proper compliance with said policy.
    1. Communication, recording and approval of transactions with related parties:
  • − if the counterparty of a transaction is included in the list of related parties, the Company's usiness Control area shall enter the details of the proposed transactions in the Registration of potential transactions with related parties of the Group;
  • − the registration of potential transactions with related parties of the Group shall contain at least the following information: (i) identification of the related party; (2) date of transaction; (3) description of transaction; (4) if the potential transaction with related parties entails the sale of an asset, the description of the asset, the date of acquisition and the book value must be included; and (5) amount involved in the transaction;
  • − whenever the Company or any company of the Group intends to enter into a potential transaction with related parties, the Company's Secretary must, as soon as possible and in any case before the transaction is completed or a related agreement is concluded, be notified in writing (including by email) with the information contained in the Registration of the potential transaction with related parties;
  • − the Company's Secretary shall inform the oard of Directors if it considers that the proposed transactions of which the former was notified by the Business Control area falls under a transaction with related parties for purposes of this Policy. In such a case, it shall request the approval of the Board of Directors for that transaction with related parties whenever the preceding condition of a favourable opinion by the Company's Statutory Audit Board is met;
  • − a record of all approvals by the Board of Directors regarding transactions with related parties shall be kept under the supervision of the Company's Secretary and shall include details on the nature of the transactions with related parties, the date of approval and any conditions to which the approval is subject;
  • − on an annual basis, the Board of Directors shall meet so as to review all transactions with related parties of the previous twelve months in order to determine if such transactions were completed in the regular course of business and under market conditions, in particularly analysing the Registration mentioned above. The Statutory Audit Board shall attend, at least with regard to this item, the meeting of the Board of Directors at which the above-mentioned analysis is carried out.
    1. Definitions of exempt related parties.

90. Indication of the transactions which were subject to control in the period in question.

In 2023, there were no transactions prone to be subjected to control by the Statutory Audit Board.

91. Description of the procedures and criteria applicable to the actions of the supervisory body for the purposes of prior assessment of the transactions to be carried out between the company and the holders of qualified shares or entities with which there is any relationship under the terms of article 20 of the Portuguese Securities Code.

Please see response in paragraph 89 above.

Additionally, accordingly to the defined periodicity, an analysis of the transactions completed with related parties is made available to the Statutory Audit Board, separating transactions completed in the normal course of business from those that were not and which must be previously approved by the Statutory Audit Board.

II. Elements relating to the business

92. Indication of the place in the financial statements where information is available on business with related parties in accordance with IAS 24 or, alternately, the reproduction of this information.

The information on business carried out with related parties is described in Note 41 to the consolidated financial accounts in the Report of Consolidated Accounts 2023.

3.2 Assessment of Corporate Governance

1. Identification of the corporate governance code adopted

The present report is in line with the model contained in the annex to the CMVM Regulation no. 4/2013, of 1 August, and is based on the Corporate Governance Code of the Portuguese Institute of Corporate Governance (2018, revised in 2023) available on its webpage www.cgov.pt.

2. Analysis of compliance with the corporate governance code adopted

Breakdown of the recommendations included in the Corporate Governance Code of the Portuguese Corporate Governance Institute adopted and not adopted by Mota-Engil:

Recommendation/Chapter Sub
Recommendation
Compliance Report
I. COMPANY'S RELATIONSHIP
WITH SHAREHOLDERS, STAKEHOLDERS
AND THE COMMUNITY IN GENERAL
I.1. The company shall explain in what terms its strategy seeks to ensure the
fulfilment of its long-term objectives and what the main resulting contributions
are to the community in general.
(1) Complied Chapter 1.4.1 I of
(2) Complied the Management
Report
I.2. The company shall identify the main policies and measures adopted regarding
the fulfilment of its environmental and social objectives.
(1) Complied Chapters 1.4.1.I,
1.4.2, 1.4.3 and
(2) Complied 1.4.4 of the
Management
Report
II. COMPOSITION AND FUNCTIONING OF CORPORATE BODIES
II.1. Information
II.1.1. The company shall set up mechanisms that adequately and precisely ensure
the timely circulation or disclosure of information necessary to its bodies, the
Company Secretary, shareholders, investors, financial analysts, other interested
parties and the market in general.
Complied with 21, 55, 56 and 58
II.2. Di ersity in t e co position and operation of t e Co pany's bodies
II.2.1. Companies shall establish, in advance and in the abstract, criteria and
requirements regarding the profile of members of the Company's governing
bodies appropriate to the duties to be performed, taking into account, in
particular, individual attributes (such as competence, independence, integrity,
availability and experience), and diversity requirements (with particular attention
to equality between men and women), which may contribute to improving the
performance of the governing body and to balance its composition.
Complied with 21
II.2.2. The management and supervisory bodies and their internal committees
shall have internal regulations — in particular for the exercise of their duties,
chairmanship, frequency of meetings, operation and the duties of their members
— fully disclosed on the company's website, and detailed minutes of the
respective meetings must be drawn up.
Board of Directors Complies with the
two sub
recommendations
21
Statutory Audit
Board
Complies with the
two sub
recommendations
Executive
Committee
Complies with the
two sub
recommendations
Budget
Committee
Complies with the
two sub
recommendations
Recommendation/Chapter Sub
Recommendation
Compliance Report
Risk and Internal
Audit Committee
Complies with the
two sub
recommendations
Assessment and
Remuneration
Committee
Complies with the
two sub
recommendations
Appointments
Committee
Complies with the
two sub
recommendations
Legal Risks
Committee
Complies with the
two sub
recommendations
Remuneration
Committee
Internal regulation
not complied with
Composition
II.2.3. The composition and the number of annual meetings of the management
and supervisory bodies and their internal committees are disclosed on the
Complied with 21 and 31
company's website. Number of
meetings
Complied with 21, 23 and 35
II.2.4. The companies shall adopt a whistleblowing policy that explains the main Policy Complied with 49
rules and procedures to be followed for each communication and an internal
whistleblowing channel that includes access also by non-employees, under the
terms of the applicable law.
Whistleblower
channel
Complied with 49
II.2.5. Companies shall have specialised committees on corporate governance,
remuneration, appointments of members of the company's governing bodies and
performance assessment.
Corporate
Governance
Not complied with
Remuneration Complied with 21
Appointments Complied with 21
Performance
assessment
Complied with 21
II.3.1. The articles of association or other equivalent channels adopted by the
company shall establish mechanisms so as to ensure that, within the limits of
applicable legislation, the members of the management and supervisory bodies
are permanently granted access to all information necessary for assessment of
performance, status and prospects for the development of the company,
including, but not limited to, the minutes, the documentation supporting the
decisions taken and the notices and filing of the executive management body's
meetings, without prejudice to access to any other documents or persons from
whom clarifications may be requested.
Complied with 21
II.3.2. Each Company body and committee shall ensure, in a timely and adequate
manner, the inter-organisational flow of the information necessary for the
performance of the legal and statutory powers of each of the remaining bodies
and committees.
Complied with 21
II.4. Conflicts of Interest
II.4.1. By internal regulation or equivalent manner, the members of the
management and supervisory bodies and internal committees are bound to
inform the respective body or committee whenever there are facts that might
constitute or give rise to a conflict between their interests and those of the
company.
Complied with 21
II.4.2. The Company shall adopt procedures to ensure that the member in conflict
does not interfere in the decision-making process, without prejudice to the duty
to provide information and clarifications requested by the body, the committee or
its members.
Complied with 21 and 67
II.5. Related party transactions I.5.1.
Recommendation/Chapter Sub
Recommendation
Compliance Report
II.5.1. The management body shall disclose, in the governance report or by other
publicly available manner, the internal procedure for checking transactions with
related parties.
Complied with 89
III. SHAREHOLDERS AND GENERAL MEETING
III.1. The company shall not set an excessively high number of shares to confer
voting rights and shall make its choice clear in the corporate governance report
(1) Complied with 12
whenever one share does not correspond to one vote. (2) Not applicable
III.2. The company that has issued shares with special plural voting rights shall
identify, in the corporate governance report, the matters that are excluded from
the scope of plural voting under the company's articles of association.
Not applicable
III.3. The company shall not adopt mechanisms that hinder the passing of
resolutions by shareholders, including fixing a quorum for resolutions greater than
that provided for by law.
Not complied with 14
III.4. The company shall implement means adequate to the remote attendance of
shareholders at the General Meetings, in a manner proportionate to its size.
Not complied with 12
II.4. The company shall also implement means adequate for exercising the right to
vote at a distance, including by correspondence and by electronic means.
Complied with 12
III.6. The company's articles of association that provide for the restriction of the
number of votes that may be held or exercised by a sole shareholder, either
individually or in concert with other shareholders, must also foresee for a
resolution by the General meeting (five year intervals), on whether that statutory
provision is to be amended or prevails – without higher quorum requirement than
that legally in force - and that in said resolution, all votes issued be counted,
without applying said restriction.
Not applicable
III.7. Measures that determine payments or assumption of fees by the company in
the event of change of control or change in the composition of the management
body and which appear likely to impair the economic interest in the free transfer
of shares and the free assessment by shareholders of the performance of the
Board members shall not be adopted.
Complied with 4
IV. MANAGEMENT
Management Body and Executive Directors
IV.1.1. The management body shall ensure that the company acts in accordance (1)
(2)
Complied with
Complied with
21
21
with its purpose and shall not delegate its responsibilities namely as regards to
the following: i) definition of the strategy and general policies of the company; ii)
organisation and coordination of the corporate structure; iii) matters that should
be considered strategic due to the amount, risk and particular characteristics
involved.
(3) Complied with 21
IV.1.2. The management body shall approve, through regulations or equivalent
form, the scheme for the executive Board members' action applicable to the
performance of their executive duties in entities outside the group.
Not complied with
Board of Directors and Non-Executive Directors
IV.2.1. . Without prejudice to the legal duties of the chairperson of the Board of
Directors, if said chairperson is not independent, the independent directors - or, if
there are not enough of them, the non-executive directors - shall appoint a
coordinator from among them to, namely, (i) act, whenever necessary, as
connection with the chairman of the Board of Directors and other directors, (ii)
ensure that they have all the necessary conditions and means to carry out their
duties; and (iii) coordinate them in the evaluation of performance by the
management body provided for in recommendation VI.1.1. Alternatively, the
company may establish another equivalent mechanism to ensure such
coordination.
Complied with 21
Recommendation/Chapter Sub
Recommendation
Compliance Report
IV.2.2. The number of non-executive members of the management body must be
suitable to the size of the company and to the complexity of the risks inherent to
its activity, but sufficient for efficiently ensuring the duties allocated to it. The
formation of such suitability judgement should be included in the corporate
governance report.
Complied with 17 and 18
IV.2.3. the number of non-executive directors shall be higher than the number of
executive directors.
Complied with 17 and 18
IV.2.4. The number of non-executive directors who fulfil the independence
requirements must be plural and may not be less than one third of the total
number of non-executive directors. For the purposes of this recommendation, an
independent person is regarded as a person who is in no way associated with any
specific group of interests in the company nor is in any circumstance liable to
affect their unbiased analysis of decision-taking, namely due to:
i. Having held office for more than twelve years, consecutively or non
consecutively, in any of the company's bodies, this period being counted
regardless of whether or not it coincides with the end of the term of office;
ii. Having been an employee at the company or at a company which is in a
controlling or group relationship with the latter within the last three years;
iii. Having, in the past three years, provided services or established a significant
business relationship with the company or with a company which is in a control or
group relationship with the latter, either directly or as a partner, board member,
manager or director of a legal person;
Complied with 18
iv. Being the recipient of a remuneration paid by the company or by a company in
a control or group relationship with the latter apart from the remuneration
resulting from the performance of director duties;
v. Living in a common-law union or being the spouse, relative or similar
relationship in a straight line and up to the 3rd degree, inclusive, in a collateral
line, of directors of the company, of directors of legal persons directly or indirectly
holding qualifying holdings, or of directors of natural persons directly or indirectly
holding qualifying holdings;
vi. being a qualifying shareholder or representative of a qualifying shareholder.
IV.2.5. The requirements in subparagraph (i) of the previous recommendation do
not prevent a new director from being deemed as independent provided that at
least three years have elapsed (cooling-off period) between the termination of
their term of office in any body of the Company and their new appointment.
Not applicable
V. SUPERVISION
V.1. With due regard for the powers conferred on it by law, the supervisory body
takes knowledge of the strategic guidelines / assesses and gives its opinion on the
(1) Complied with 38
risk policy, prior to its final approval by the management body. (2) Complied with 38
V.2. The number of members of the supervisory body and of the committee for
financial matters should be suitable to the size of the company and to the
complexity of the risks inherent to its activity, but sufficient to efficiently ensure
the duties entrusted to them.
(1) Complied with 31
(2) Not applicable
Recommendation/Chapter Sub
Recommendation
Compliance Report
VI. PERFORMANCE ASSESSMENT, REMUNERATION AND APPOINTMENTS
VI.1. Annual performance assessment
VI.1.1. The management body - or a committee with powers in this area, made up
of a majority of non-executive members - shall assess its performance on an
annual basis, as well as the performance of the executive committee, executive
directors and company committees, taking into account the fulfilment of the
company's strategic plan and budget, risk management, its internal functioning
and the contribution of each member to this end, as well as the relationship
between company bodies and committees.
Self-Assessment Complied with
Committees Complied with 21 and 24
Executive
Committee
Complied with
VI.2. Remunerations
VI.2.1. The company shall establish a remuneration committee, the composition
of which ensures its independence in relation to the management. It may be a
remuneration committee appointed under the terms of article 399 of the
Portuguese Commercial Companies Code.
Complied with 21 and 67
VI.2.2. The remuneration of the members of the management and supervisory
bodies and of the company's committees shall be determined by the
remuneration committee or by the general meeting, on a proposal from that
committee.
Complied with 66
VI.2.3. The company discloses in the corporate governance report, or in the
remuneration report, the termination of office of members of company bodies or
committees, indicating the amounts of all company charges related to the
termination of office, in any capacity, in the financial year in question.
Complied with Remuneration
report
VI.2.4. In order to provide information or clarifications to the shareholders, the
chairman or another member of the remuneration committee, must attend the
annual general meeting or any other meetings if the respective agenda includes a
matter related to the remuneration of the members of bodies and committees of
the company, or if such attendance is required by the shareholders.
Complied with 67
VI.2.5. Within the budgetary constraints of the company, the remuneration
committee may freely decide that the company should contract consultancy
services that are necessary or convenient for the exercise of the committee's
duties.
Complied with 67
VI.2.6. The remuneration committee shall ensure that these services are provided
independently.
Complied with 67
VI.2.7. The providers of these services shall not be contracted by the company
itself or by others in a control or group relationship with the latter to provide the
company with any other services related to the remit of the remuneration
committee, without the express authorisation of the committee.
Complied with 67
VI.2.8. Considering the alignment of interests between the company and the
executive directors, a part of those members' remuneration shall be of a variable
nature so as to reflect the sustained performance of the company and in order
not to encourage the assumption of excessive risks.
Complied with 69
VI.2.9. A significant part of the variable component is partially deferred over time,
for a period of no less than three years, linking it, in terms defined in the
company's remuneration policy, to confirmation of the sustainability of
performance.
Complied with 69
VI.2.10. When the variable remuneration includes the allocation of options or
other instruments directly or indirectly dependant on the value of shares, the
beginning of the exercise period shall be deferred for a period of not less than
three years.
Not applicable 85
VI.2.11. The remuneration of non-executive board members shall not include any
component the value of which depends on the performance of the company or its
value.
Not complied with 69
Recommendation/Chapter Sub
Recommendation
Compliance Report
VI.3. Appointments
VI.3.1. The Company promotes, in the terms it deems appropriate, but in a way
that can be demonstrated, that the proposals for the election of members of the
company's bodies are accompanied by reasons as to the suitability of each of the
candidates for the position to be filled.
Complied with 21
VI.3.2. The committee for appointing members of governing bodies includes a
majority of independent directors.
Complied with 21
VI.3.3. Unless the size of the company does not call for it, the function of follow
up and support to the appointments of the senior managers shall be attributed to
an appointments committee.
Complied with 21
VI.3.4. The appointments committee of senior managers makes its terms of
reference available and promotes, to the extent of its powers, the adoption of
transparent selection processes that include effective mechanisms for identifying
potential candidates, and that propose for selection those who are most
meritorious, best suited to the requirements of the position and promote
appropriate diversity within the organisation, including equality between men and
women.
Complied with 21
VII. INTERNAL CONTROL
VII.1. The management body shall discuss and approve the company's strategic Strategic plan Complied with 21, 50 and 55
plan and risk policy, including the definition of acceptable levels of risk. Risk Policy Complied with 21, 50 and 55
VII.2. The company has a specialised commission or committee made up of risk
specialists which reports regularly to the management body.
Complied with 21
VII.3. The supervisory body shall organise itself internally, implementing periodic
control mechanisms and procedures to ensure that the risks actually incurred by
the company are in line with the objectives established by the management body.
Complied with 38, 50 and 55
VII.4. The internal control system, encompassing the risk management, compliance
and internal audit functions, shall be structured in terms appropriate to the size of
the company and the complexity of the risks inherent to its activity. The supervisory
body shall assess said internal control system and, within the scope of its powers
for supervising the efficiency of that system, propose the adjustments deemed
necessary.
Complied with 38 and 51
VII.5. The company shall establish procedures focused on the supervision, periodic
assessment and adjustment of the internal control system, including an annual
assessment of the degree of internal fulfilment and performance of said system,
as well as the prospect of change in the risk framework previously defined.
Complied with 38, 50 and 55
(1) Complied with 52 to 54
VII.6. Based on its risk policy, the company must implement a risk management
system, identifying (i) the main risks to which it is subject in the course of its
activity, (ii) the probability of occurrence of said risks and the respective impact,
(2) Complied with 52 to 54
(iii) the instruments and measures to be adopted with a view to their respective (3) Complied with 52 to 54
mitigation, (iv) the monitoring procedures so that they may be followed up. (4) Complied with 52 to 54
VII.7. The company has processes in place to collect and process data related to
environmental and social sustainability, to alert the managing body to the risks
the company is incurring and to propose strategies for mitigating them.
Complied with Chapters 1.4.1,
1.4.1.II, 1.4.2 and
1.2.5 of the
Management
Report
VII.8. The company shall provide information on how climate change is considered
in the organisation and how climate risk analysis is taken into account in decision
making processes.
Complied with Chapters 1.4.1.I,
1.4.1.II, 1.4.2 and
1.2.5 of the
Management
Report
Recommendation/Chapter Sub
Recommendation
Compliance Report
VII.9. The company shall report on the terms in which artificial intelligence
mechanisms have been used as a decision-making tool by the governing bodies.
Not applicable
VII.10. The supervisory body shall decide on the work plans and resources
allocated to the internal control services, including to the risk management,
compliance and internal audit functions, and may propose the adjustments
deemed necessary.
Complied with 38
VII.11. The supervisory body shall receive the reports drawn up by the internal
control services, including the risk management, compliance and internal audit
functions, at least in the case of matters related to accountability, identification or
settlement of conflicts of interest and detection of possible irregularities.
Complied with 38, 50 and 55
VIII. INFORMATION AND STATUTORY AUDIT OF ACCOUNTS
VIII.1. Information
VIII.1.1. The regulation of the supervisory body requires this body to
to supervise the adequacy of the process of preparation and disclosure of
information by the managing body, including the adequacy of accounting policies,
estimates, judgements, relevant disclosures and their consistent application
between financial years, in a duly documented and communicated manner.
Complied with 38
VIII.2. Statutory audit of accounts and supervision
VIII.2.1. By means of a regulation, the supervisory body shall define, under the
terms of the applicable legal regime, the supervisory procedures designed to
ensure the independence of the statutory auditor.
Complied with 38, 45 and 46
VIII.2.2. The supervisory body shall be the main representative of the statutory
auditor in the company and the first recipient of the relevant reports and is
(1) Complied with 38 and 45
responsible for proposing the relevant remuneration and ensuring that the proper
conditions for the provision of services are met within the company.
(2) Complied with 38 and 45
VIII.2.3. The supervisory board shall assess the statutory auditor on an annual
basis, their independence and suitability to carry out their duties and propose to
the competent body that they be dismissed or that the contract for their services
be terminated whenever there is just cause for dismissal.
Complied with 37, 38, 45 and 46

3. Other information

There are no recommendations whose non-observance or non-application requires further evidence.

513

FOUR

INTEGRATED REPORT 2023

514

INTEGRATED REPORT 2023

4.1 Declaration under the terms of article 29º of the Portuguese Securities Code

Under the terms of article 29-G, paragraph 1, subparagraph c) of the Portuguese Securities Code, the members of the Board of Directors declare that, to the best of their knowledge, the financial information contained in this report and accounts has been drawn up according to the International Financial reporting Standards (IFRS) as adopted by the European Union, providing a true and appropriate image of assets and liabilities, the financial situation and the results of Mota-Engil and companies included in the consolidation perimeter, and that this management report faithfully expresses the progression of the business, the performance and the position of Mota-Engil and the companies included in the consolidation perimeter, and contains a description of the main risks and uncertainties with which they are confronted.

Porto, 22 March 2024

Carlos António Vasconcelos Mota dos Santos Chairman of the Board of Directors and Chairman of the Executive Committee (Chief Executive Officer)

António Manuel Queirós Vasconcelos da Mota Non-executive deputy-chairman of the Board of Directors

Gonçalo Nuno Gomes de Andrade Moura Martins Non-executive deputy-chairman of the Board of Directors

Jingchun Wang Non-executive deputy-chairman of the Board of Directors

Ana Paula Chaves e Sá Ribeiro Non-executive and independent member of the Board of Directors

Di Xiao Member of the Board of Directors and Member of the Executive Committee

Francisco Manuel Seixas da Costa Non-executive and independent member of the Board of Directors

Helena Sofia Salgado Cerveira Pinto Non-executive and independent member of the Board of Directors

Isabel Maria Pereira Aníbal Vaz Non-executive and independent member of the Board of Directors

João Pedro dos Santos Dinis Parreira Member of the Board of Directors and Member of the Executive Committee

José Carlos Barroso Pereira Pinto Nogueira Member of the Board of Directors and Member of the Executive Committee (Chief Financial Officer)

Leong Vai Tac Non-executive and independent member of the Board of Directors

Manuel António da Fonseca Vasconcelos da Mota Member of the Board of Directors and Member of the Executive Committee (Deputy Chief Executive Officer)

Maria Paula Queirós Vasconcelos Mota de Meireles Non-executive member of the Board of Directors

Paulo Sacadura Cabral Portas Non-executive and independent member of the Board of Directors

Ping Ping Non-executive member of the Board of Directors

Tian Feng Non-executive member of the Board of Directors

4.2 Article 324º, no. 2 and 66º no.5 paragraph d) of the Portuguese Commercial Companies Code

During the financial year of 2023, Mota-Engil carried out no transaction on own shares.

On 31 December 2023, Mota-Engil held 6.091.581 own shares corresponding to 1.99% of its share capital, grant no voting rights.

4.3 Article 447 of the Portuguese Commercial Companies Code

Disclosure of shares and other securities held by members of the Board of Directors, officials, members of other governing bodies, as well as people closely related to them, and transactions on said shares and securities carried out during the financial year.

Annex to which Article 477 of the Portuguese Commercial Companies Code refers:

Holding shares of
MOTA-ENGIL, SGPS, SA MGP, SGPS, SA FM, SGPS, SA
Name Date Qty. Price Buy / Sell Inside / Outside Market % Qty. % Qty. %
António Manuel Queirós Vasconcelos da Mota
Opening balance 1 650 000 0.54% 0 0 28 701 34.48%
Capital increase MGP 18 958 0.30%
Merger of FM into MGP 2 207 297 34.53% -28 701
Closing balance 1 650 000 0.54% 2 226 255 34.83% 0 -
Maria Paula Queirós Vasconcelos Mota de Meireles
Opening balance 1 444 490 0.47% 0 0 17 902 21.51%
Capital increase MGP
Merger of FM into MGP
11 825 0.18% -17 902
Closing balance 1 444 490 0.47% 1 376 781
1 388 606
21.54%
21.72%
0 -
Maria Teresa Queirós Vasconcelos Mota Neves da Costa
Opening balance 856 300 0.28% 0 0 17 902 21.51%
Capital increase MGP 11 825 0.18%
Merger of FM into MGP 1 376 781 21.54% -17 902
Closing balance 856 300 0.28% 1 388 606 21.72% 0 -
Maria Manuela Queirós Vasconcelos Mota dos Santos
Opening balance 829 530 0.27% 0 0 17 902 21.51%
Capital increase MGP 11 825 0.18%
Merger of FM into MGP 1 376 781 21.54% -17 902
Closing balance 829 530 0.27% 1 388 606 21.72% 0 -
Manuel António da Fonseca Vasconcelos da Mota
Opening / closing balance 250 000 0.08%
Maria Sílvia Fonseca Vasconcelos Mota
Opening / closing balance 187 061 0.06%
Carlos António Vasconcelos Mota dos Santos
Opening balance 100 000 0.03%
4/oct/23 21 000 2.86 Purchase Market
Closing balance 20/dec/23 10 000
131 000
3.74 Purchase Market 0.04%
António Maria Vasconcelos Mota Meireles
Opening balance 0 0.00%
a) 76 395
Closing balance 76 395 0.02%
José Manuel Mota Neves da Costa
Opening / closing balance 35 000 0.01%
José Pedro Matos Marques Sampaio de Freitas
Opening balance 20 138 0.01%
b) -20 138 -0.01%
Closing balance 0 0.00%
Gonçalo Nuno Gomes de Andrade Moura Martins
Opening / closing balance 17 808 0.01%
António Cândido Lopes Natário
Opening / closing balance 10 000 0.00%
Holding shares of
MOTA-ENGIL, SGPS, SA MGP, SGPS, SA FM, SGPS, SA
Name Date Qty. Price Buy / Sell Inside / Outside Market % Qty. % Qty. %
Rui Jorge Teixeira de Carvalho Pedroto
Opening / closing balance 2 000 0.00%
F.M. - Sociedade de Controlo, SGPS, S.A.
Opening balance 6 337 640 100%
Merger of FM into MGP -6 337 640 100%
Closing balance 0 0%
Mota Gestão e Participações, SGPS, S.A.
Opening / closing balance 117 827 648 38.41%
Epoch Capital Investments BV
Opening / closing balance 99 426 974 32.41%

(a) became key-office holder of Mota-Engil SGPS as of 8 March 2023 following the change in composition of the Board of Directors of Mota Gestão e Participações, SGPS, S.A.

(b) is no longer considered key-office holder of Mota-Engil SGPS as of 8 March 2023 following the change in composition of the Board of Directors of Mota Gestão e Participações, SGPS, S.A.

The bonds held by the members of the Board of Directors, officials, members of other governing bodies, as well as by people closely related to them, of Mota-Engil SGPS, as at 31 December 2023 were as follows:

Nome No. of bonds Bond ME
2019/2024
(NV - 5 €)
Bond ME
2021/2026
(NV - 5 €
Bond ME
2022/2027
(NV - 5 €
Bond ME
2023/2028
(NV - 1.
€)
António Manuel Queirós Vasconcelos da Mota 1.406 - 576 680 150
José Manuel Mota Neves da Costa 359 140 219 0 -
António Maria Vasconcelos Mota de Meireles 300 - 200 100 -
Maria Paula Queirós Vasconcelos Mota de Meireles 291 - 251 40 -
Manuel António da Fonseca Vasconcelos da Mota 251 - 251 - -
Carlos António Vasconcelos Mota dos Santos 224 37 127 60 -
Maria Manuela Queirós Vasconcelos Mota dos Santos 160 10 140 10 -
Gonçalo Nuno Gomes de Andrade Moura Martins 59 19 20 20 -
Ana Paula Chaves e Sá Ribeiro 40 - 40 - -
Maria Sílvia Fonseca Vasconcelos Mota 39 - 10 29 -
António Cândido Lopes Natário 14 - 14 - -
Rui Jorge Teixeira Carvalho Pedroto 13 - 13 - -
Maria Teresa Queirós Vasconcelos Mota Neves da Costa 12 12 - - -

NV: nominal value

In addition, the list of the shareholders who, as at 31 December 2023 and 2022, held at least 10%, 33% or 50% of the share capital of Mota-Engil is presented below:

2023 2022
Shareholder No. of shares % capital No. of shares % capital
Mota Gestão e Participações, SGPS, S.A. 117 827 648 38.41% 117 827 648 38.41%
Epoch Capital Investments BV 99 426 974 32.41% 99 426 974 32.41%

4.4 Law 110/2009, September 16

Under the terms and for the purposes of article 210 of Decree-Law no. 110/2009 of 16 September, we hereby declare that the companies making up the Mota-Engil Group have no past-due debt to Social Security.

4.5 Article 66º no. 5, paragraph g) of the Portuguese Commercial Companies Code

As at 31 December 2023, the companies that comprise the Mota-Engil Group held branches in the following countries:

Company Country
Empresa Construtora Brasil S.A. Colombia
Angola
Bolivia
Mota-Engil Ativ, S.A. Spain
France
Morocco
Mota-Engil Africa, BV Uganda
Algeria
Brazil
Cape Verde
Colombia
Spain
Mota-Engil, Engenharia e Construção, S.A. USA
Ireland
Panama
Paraguay
Peru
Poland
South Africa
Angola
Cape Verde
Cameroon
Ivory Coast
Gabon
Ghana
Guiné Conacri
Malawi
Mota-Engil, Engenharia e Construção Africa, S.A. Mozambique
Netherlands
Peru
Kenya
Rwanda
Tanzania
Uganda
Zambia
Zimbabwe
Mota-Engil Mexico, S.A. de CV Argentina
Mota-Engil Peru, S.A. Colombia
Brazil
SUMA - Serviços Urbanos e Meio Ambiente, Lda. Oman

4.6 Qualified holdings

In compliance with the applicable legislation, hereunder is a list of the holders of qualifying holdings as at 31 December 2023, with indication of the number of shares held and the corresponding percentage of voting rights, calculated in accordance with article 20 of the Portuguese Securities Code:

Shareholders No. of shares % of capital
held
% of voting
rights
Mota Gestão e Participações, SGPS, S.A. (*) 117 827 648 38,41% 39,19%
António Manuel Queirós Vasconcelos da Mota () / (*) (a) 1 650 000 0,54% 0,55%
Maria Paula Queirós Vasconcelos Mota de Meireles () / (*) (a) 1 444 490 0,47% 0,48%
Maria Teresa Queirós Vasconcelos Mota Neves da Costa (***) (a) 856 300 0,28% 0,28%
Maria Manuela Queirós Vasconcelos Mota dos Santos (***) (a) 829 530 0,27% 0,28%
Maria Sílvia Fonseca Vasconcelos Mota (***) 187 061 0,06% 0,06%
Carlos António Vasconcelos Mota dos Santos () / (*) 131 000 0,04% 0,04%
António Maria Vasconcelos Mota de Meireles (***) 76 395 0,02% 0,03%
José Manuel Mota Neves da Costa (***) 35 000 0,01% 0,01%
Attributable to the Mota Gestão e Participações, SGPS, S.A. 123 037 424 40,11% 40,92%
Epoch Capital Investments BV (*) 99 426 974 32,41% 33,07%
Attributable to China Communications Construction Group 99 426 974 32,41% 33,07%
Sub-total I 222 464 398 72,52% 73,99%
Own shares 6 091 581 1,99% 0,00%
Other shareholders 78 219 971 25,50% 26,01%
Sub-total II 84 311 552 27,48% 26,01%
TOTAL 306 775 950 100,00% 100,00%

(*) Direct shareholder of the Company

(**) Member of the Board of Directors of the Company

(***) Member of the Board of Directors of Mota Gestão e Participações, SGPS, S.A.

As at 31 December 2023, MGP was 100% held by the natural persons denoted by (a) above. The percentage of capital held by each of these individuals in MGP can be found in paragraph 4.3 of this chapter.

As at the date of this report, 123.037.424 shares corresponding to 40,11% of the share capital of Mota-Engil SGPS, granting 40.92% of voting rights, were attributable to MGP.

4.7 List of duties held by the members of the Board of Directors in the last five years:

Carlos António Vasconcelos Mota dos Santos (Chairman)

Duties in other companies of the Mota-Engil Group as at 31 December 2023

  • Chairman of the Board of Directors of Mota-Engil, Latam Portugal, S.A.
  • Deputy-chairman of the Board of Directors of Empresa Construtora do Brasil, S.A.
  • Member of the Board of Directors of Hygeia Edifícios Hospitalares, SGPS, S.A.
  • Member of the Board of Directors of Mota-Engil Concessões, S.A.
  • Member of the Board of Directors of Valorsul Valorização e Tratamento de Resíduos Sólidos das Regiões de Lisboa e do Oeste, S.A.
  • Member of the Supervisory Board of Mota-Engil Central Europe Ceská Republika, A.S.
  • Member of the Supervisory Board of Mota-Engil Central Europe, S.A.
  • Member of the Statutory Audit Board of Mota-Engil Magyarország Beruházási És Építőipari Zártkörűen Működő Részvénytársaság
  • Chairman of the General Meeting of Mota-Engil, Indústria e Inovação, SGPS, S.A.
  • Member of the Remuneration Committee of Emerge Mota-Engil Real Estate Developers, S.A.
  • Member of the Remuneration Committee of Empresa Geral do Fomento, S.A.
  • Member of the Remuneration Committee of Hygeia Edifícios Hospitalares, SGPS, S.A.
  • Member of the Remuneration Committee of Largo do Paço Investimentos Turísticos e Imobiliários, S.A.
  • Member of the Remuneration Committee of Martifer, SGPS, S.A.
  • Member of the Remuneration Committee of Mota-Engil, Ambiente e Serviços, SGPS, S.A.
  • Member of the Remuneration Committee of Mota-Engil Central Europe Management, SGPS, S.A.
  • Member of the Remuneration Committee of Mota-Engil Concessões, S.A.
  • Member of the Remuneration Committee of Mota-Engil, Engenharia e Construção África, S.A.
  • Member of the Remuneration Committee of Mota-Engil, Engenharia e Construção, S.A.
  • Member of the Remuneration Committee of Mota-Engil, Europa, S.A.
  • Member of the Remuneration Committee of Mota-Engil Global Serviços Partilhados, Administrativos e Técnicos, S.A.
  • Member of the Remuneration Committee of Mota-Engil, Indústria e Inovação, SGPS, S.A.
  • Member of the Remuneration Committee of Mota-Engil Next Investments , SGPS, S.A.
  • Member of the Remuneration Committee of Mota-Engil Capital, SGPS, S.A.
  • Member of the Remuneration Committee of Mota-Engil Railway Engineering, S.A.
  • Member of the Remuneration Committee of Oriental Hub, Reconversão e Exploração do Antigo Matadouro Industrial do Porto, S.A.
  • Member of the Remuneration Committee of Suma Serviços Urbanos e Meio Ambiente, S.A.
  • Member of the Remuneration Committee of Suma Tratamento, S.A.
  • Chairman of the Higher Council of Suma Tratamento, S.A.
  • Member of the Higher Council of Suma Serviços Urbanos e Meio Ambiente, S.A.

Other duties in other companies of the Mota-Engil Group held in the last five years

  • Chairman of the Board of Directors of Concesiones e Infraestructuras Andina, S.A., until 2022
  • Chairman of the Board of Directors of Empresa Construtora do Brasil, S.A., until 2020
  • Chairman of the Board of Directors of Mineria y Engenharia Andina, S.A., until 2022
  • Chairman of the Board of Directors of Mota-Engil America Latina, S.A.P.I. de CV, until 2021
  • Chairman of the Board of Directors of Mota-Engil Central Europe Management, SGPS, S.A., until 2020
  • Chairman of the Board of Directors of Mota-Engil Europa, S.A., until 2020
  • Chairman of the Board of Directors of Mota-Engil Railway Engineering, S.A., until 2019
  • Chairman of the Board of Directors of Mota-Engil Real Estate, SGPS, S.A., until 2020
  • Chairman of the Board of Directors of Mota-Engil Renewing, S.A., until 2020
  • Member of the Board of Directors of AMGP Agricultura, S.A., until 2021
  • Director of Flame Investments, BV until 2022
  • Director of Global Technical Services Latam, BV, until 2020
  • Director of Mota-Engil Energy, BV, until 2022
  • Director of Mota-Engil, Latin America, BV, until 2022
  • Director of Mota-Engil Tourism, BV, until 2021
  • Member of the Remuneration Committee of Belém Grid Promoção Imobiliária e de Animação Turística, S.A., until 2021
  • Member of the Remuneration Committee of Mota-Engil Capital, S.A., until 2022
  • Member of the Remuneration Committee of Takargo Transporte de Mercadorias, S.A., until 2021

- Chairman of the Higher Council of Suma - Serviços Urbanos e Meio Ambiente, S.A., until 2019

  • Duties in other companies outside the Mota-Engil Group as at 31 December 2023
    • Member of the Board of Directors of António Lago Cerqueira, S.A.
    • Member of the Board of Directors of Dourowood Entidade de Gestão Florestal, S.A.
    • Member of the Board of Directors of Mota Gestão e Participações, SGPS, S.A.
    • Member of the Board of Directors of Motawood Entidade de Gestão Florestal, S.A.
    • Member of the Board of Directors of Sem Par Sociedade Imobiliária e Turística, S.A.
    • Member of the Board of Directors of Sociedade Agrícola Moura Basto, S.A.
    • Manager of CAVMS Gestão de Participações Sociais, SGPS, Unipessoal, Lda.
    • Manager of Cuore Investments 4 Life, Lda.
    • Manager of Kepler, SGPS, Lda.
    • Manager of Morada Certa Sociedade Imobiliária, Lda.
    • Manager of Motadossantoswood Entidade de Gestão Florestal, Lda.
    • Manager of Portuscale Trading, Lda.
    • Member of the Board of Curators of the Manuel António da Mota Foundation

Other duties in other companies outside the Mota-Engil Group held in the last five years

  • Member of the Board of Directors of Mota Global - Planeamento, S.A., until 2021

António Manuel Queirós Vasconcelos da Mota (Deputy-Chairman)

Duties in other companies of the Mota-Engil Group as at 31 December 2023

  • Chairman of the Board of Directors of Valorsul Valorização e Tratamento de Resíduos Sólidos das Regiões de Lisboa e do Oeste, S.A.
  • Chairman of the General Meeting of Mota-Engil, Engenharia e Construção, S.A.
  • Member of the Supervisory Higher Board of Mota-Engil, Angola, S.A.

Other duties in other companies of the Mota-Engil Group held in the last five years

  • Chairman of the Board of Directors of AMGP Agricultura, S.A., until 2021

  • Chairman of the General Meeting of Mota-Engil, Ambiente e Serviços, SGPS, S.A., until 2020

  • Chairman of the General Meeting of Mota-Engil Angola, S.A., until 2022
  • Member of the Remuneration Committee of ÁreaGolfe Gestão, Construção e Manutenção de Campos de Golfe, S.A., until 2020
  • Member of the Remuneration Committee of Belém Grid Promoção Imobiliária e de Animação Turística, S.A., until 2020
  • Member of the Remuneration Committee of Empresa Geral do Fomento, S.A., until 2020
  • Member of the Remuneration Committee of Hygeia Edifícios Hospitalares, SGPS, S.A., until 2020
  • Member of the Remuneration Committee of Largo do Paço Investimentos Turísticos e Imobiliários, S.A., until 2020
  • Member of the Remuneration Committee of Manvia Manutenção e Exploração de Instalações e Construções, S.A., until 2020
  • Member of the Remuneration Committee of Martifer, SGPS, S.A., until 2020
  • Member of the Remuneration Committee of Mota-Engil Global Serviços Partilhados, Administrativos e Técnicos, S.A., until 2020
  • Member of the Remuneration Committee of Mota-Engil, Ambiente e Serviços, SGPS, S.A., until 2020
  • Member of the Remuneration Committee of Mota-Engil, Angola, S.A., until 2022
  • Member of the Remuneration Committee of Mota-Engil Capital, S.A., until 2020
  • Member of the Remuneration Committee of Mota-Engil Central Europe Management, SGPS, S.A., until 2020

  • Member of the Remuneration Committee of Mota-Engil, Engenharia e Construção África, S.A., until 2020

  • Member of the Remuneration Committee of Mota-Engil, Engenharia e Construção, S.A., until 2020

  • Member of the Remuneration Committee of Mota-Engil, Europa, S.A., until 2020
  • Member of the Remuneration Committee of Mota-Engil, Indústria e Inovação, SGPS, S.A., until 2020
  • Member of the Remuneration Committee of Mota-Engil Railway Engineering, S.A., until 2020
  • Member of the Remuneration Committee of Mota-Engil Real Estate Portugal, S.A., until 2020
  • Member of the Remuneration Committee of Mota-Engil Renewing, S.A., until 2020

  • Member of the Remuneration Committee of Oriental Hub– Reconversão e Exploração do Antigo Matadouro Industrial do Porto, S.A., until 2020

  • Member of the Remuneration Committee of Suma – Serviços Urbanos e Meio Ambiente, S.A., until 2020

  • Member of the Remuneration Committee of Suma Tratamento, S.A., until 2020

  • Member of the Remuneration Committee of Takargo – Transporte de Mercadorias, S.A., until 2020

Duties in other companies outside the Mota-Engil Group as at 31 December 2023

  • Chairman of the Board of Directors of Mota Gestão e Participações, SGPS, S.A.
  • Chairman of the Board of Directors of Sociedade Agrícola Moura Basto, S.A.
  • Member of the Board of Directors of Auto Sueco (Angola), SARL
  • Member of the Remuneration Committee of António Lago Cerqueira, S.A.
  • Member of the Board of Curators and Advisory Board of the Manuel António da Mota Foundation
  • Member of the Board of Curators of the AEP Foundation, in representation of Mota-Engil, SGPS, S.A.
  • Member of the Advisory Board for Investment and External Trade of AICEP Portugal Global, EPE
  • Member of the Municipal Board for Economy of Porto "Casa dos 24"
  • Other duties in other companies outside the Mota-Engil Group held in the last five years
  • Chairman of the Board of Directors of FM Sociedade de Controlo, SGPS, S.A., until 2022
  • Member of the General Board of the AEP, in representation of Mota-Engil, SGPS, S.A., until 2019
  • Member of the Portugal Colombia Strategic Council, until 2019

Gonçalo Nuno Gomes de Andrade Moura Martins (Deputy-Chairman)

Duties in other companies of the Mota-Engil Group as at 31 December 2023

  • Chairman of the Board of Directors of Ascendi Mexico S.A. de CV
  • Chairman of the Board of Directors of Lineas Concessões de Transportes, SGPS, S.A.
  • Member of the Board of Directors of Concesionaria Urbana Arco Oriente, S.A. de CV
  • Member of the Board of Directors of Copexa Concesionaria Autopista Perote-Xalapa, S.A. de CV
  • Member of the Board of Directors of Lusoponte Concessionária para a Travessia do Tejo S.A.
  • Member of the Remuneration Committee of Ascendi Douro Estradas do Douro Interior, S.A.
  • Member of the Remuneration Committee of Ascendi Operadora DI, Operação e Manutenção Rodoviária, S.A.
  • Member of the Remuneration Committee of Largo do Paço Investimentos Turísticos e Imobiliários, S.A.
  • Member of the Remuneration Committee of Mota-Engil Ambiente e Serviços, SGPS, S.A.
  • Member of the Remuneration Committee of Mota-Engil Central Europe Management, SGPS, S.A.
  • Member of the Remuneration Committee of Mota-Engil Concessões, S.A.
  • Member of the Remuneration Committee of Mota-Engil, Engenharia e Construção África, S.A.
  • Member of the Remuneration Committee of Mota-Engil, Engenharia e Construção, S.A.
  • Member of the Remuneration Committee of Mota-Engil Europa, S.A.
  • Member of the Remuneration Committee of Mota-Engil Global, Serviços Partilhados, Administrativos e Técnicos, S.A.
  • Member of the Remuneration Committee of Mota-Engil, Indústria e Inovação, SGPS, S.A.
  • Member of the Remuneration Committee of Mota-Engil Next, SGPS, S.A.
  • Member of the Remuneration Committee of Mota-Engil Next Investments , SGPS, S.A.
  • Member of the Remuneration Committee of Mota-Engil Railway Engineering, S.A.
  • Member of the Remuneration Committee of Mota-Engil Renewing, S.A.
  • Member of the Remuneration Committee of Oriental Hub Reconversão e Exploração do Antigo Matadouro Industrial do Porto, S.A.
  • Member of the Supervisory Higher Board of Mota-Engil, Angola, S.A.

Other duties in other companies of the Mota-Engil Group held in the last five years

  • Chairman of the Board of Directors of Ascendi Douro Estradas do Douro Interior, S.A., until 2022
  • Chairman of the Board of Directors of Ascendi Operadora DI, Operação e Manutenção Rodoviária, S.A., until 2022
  • Chairman of the Board of Directors of Lineas Investimentos, SGPS, S.A., until 2022
  • Chairman of the Board of Directors of Mota-Engil África, SGPS, S.A., until 2020
  • Chairman of the Board of Directors of Mota-Engil Engenharia e Construção África, S.A., until 2020
  • Sole Director of Mota-Engil, Africa, NV, until 2019
  • Member of the Board of Directors of Ascendi Serviços de Assessoria, Gestão e Operação, S.A., until 2019
  • Director of Mota-Engil Nigeria, Limited, until 2021
  • Manager of Lineas Serviços de Administração e Gestão, Lda., until 2022
  • Member of the Remuneration Committee of Belém Grid Promoção Imobiliária e de Animação Turística, S.A., until 2021
  • Member of the Remuneration Committee of Lusoponte Concessionária para a Travessia do Tejo S.A., in representation of Lineas Concessões de Transportes, SGPS, S.A., until 2022
  • Member of the Remuneration Committee of Mota-Engil Capital, S.A., until 2022
  • Member of the Remuneration Committee of Takargo Transporte de Mercadorias, S.A., until 2021

Duties in other companies outside the Mota-Engil Group as at 31 December 2023

  • Manager of 2MCF Serviços e Imobiliário, Lda.
  • Deputy Chairman of the Board of Directors of CCILM Portuguese-Mexican Chamber of Commerce and Industry
  • Member of the Board of Curators of the Manuel António da Mota Foundation
  • Other duties in other companies outside the Mota-Engil Group held in the last five years
  • Member of the Board of Directors of Dourowood Entidade de Gestão Florestal, S.A., until 2020
  • Member of the International Advisory Board of Católica Lisbon School of Business and Economics, until 2022

Jingchun Wang (Deputy-Chairman)

Duties in other companies of the Mota-Engil Group as at 31 December 2023

  • Does not perform any other duties in other Mota-Engil Group companies

Other duties in other companies of the Mota-Engil Group held in the last five years

  • Does not perform any other duties in other Mota-Engil Group companies

Duties in other companies outside the Mota-Engil Group as at 31 December 2023

  • Member of the Board of Directors of Epoch Capital Investments BV

  • Director-General of "Overseas Business Department Foreign Affairs Office)" at China Communications Construction Company Ltd

Other duties in other companies outside the Mota-Engil Group held in the last five years

  • Chairman of the Board of Directors of Chuwa Bussan Company Ltd, until 2021

  • CEO of "Overseas Business Division and CCCC International" at China Communications Construction Company Ltd, until 2021

Ana Paula Chaves e Sá Ribeiro (Independent member)

Duties in other companies of the Mota-Engil Group as at 31 December 2023

  • Does not perform any other duties in other Mota-Engil Group companies

Other duties in other companies of the Mota-Engil Group held in the last five years

  • Does not perform any other duties in other Mota-Engil Group companies

Duties in other companies outside the Mota-Engil Group as at 31 December 2023

  • Member of the Board of Directors of Eaglestone Capital Partners Sociedade de Capital de Risco, S.A.
  • Member of the Board of Directors of Hotel Vista da Ponte, S.A.
  • Member of the Board of Directors of Vila Avenida Hotel, S.A.
  • Manager of About Town, Imobiliária Lda.

  • Manager of Sítio Valverde - Restauração e Eventos Sociedade Unipessoal, Lda.

Other duties in other companies outside the Mota-Engil Group held in the last five years

  • Did not perform any other duties in other companies outside the Mota-Engil Group

Di Xiao (Member)

Duties in other companies of the Mota-Engil Group as at 31 December 2023

  • Member of the Remuneration Committee of Mota-Engil Global Serviços Partilhados, Administrativos e Técnicos, S.A.

Other duties in other companies of the Mota-Engil Group held in the last five years

  • Does not perform any other duties in other Mota-Engil Group companies

Duties in other companies outside the Mota-Engil Group as at 31 December 2023

  • Does not perform any other duties in other companies outside the Mota-Engil Group

Other duties in other companies outside the Mota-Engil Group held in the last five years

  • General Director of the Portuguese Branch of China Communications Construction Company Ltd, until 2021

Francisco Manuel Seixas da Costa (Independent Member)

Duties in other companies of the Mota-Engil Group as at 31 December 2023

  • Does not perform any other duties in other Mota-Engil Group companies

Other duties in other companies of the Mota-Engil Group held in the last five years

  • Independent member of the Board of Directors of Mota-Engil Engenharia e Construção Africa S.A., until 2021

  • Member of the Strategic Advisory Board of Mota-Engil SGPS, S.A., until 2021

Duties in other companies outside the Mota-Engil Group as at 31 December 2023

  • Member of the non-Executive Board of Directors of Jerónimo Martins, SGPS, S.A.

  • Chairman of the Statutory Audit Board of Tabaqueira PMM SGPS, S.A.

  • President of "Clube de Lisboa" Global Challenges
  • Chairman of the Advisory Board of A.T. Kearney Portugal
  • Member of the Council of the Orders of Civil Merit, Presidency of the Republic
  • Member of the Group of Studies on Strategic Security

Other duties in other companies outside the Mota-Engil Group held in the last five years

  • Independent member of the Board of Directors of EDP Renováveis S.A., until 2020
  • Member of the Audit Committee of EDP Renováveis S.A., until 2020
  • Chairman of the Statutory Audit Board of A.T.Kearney, until 2019
  • Chairman of the International Strategic Council of the Calouste Gulbenkian Foundation, until 2021
  • Member of the Appointments and Remuneration Committee of EDP Renováveis S.A., until 2020
  • Member of the Independent General Council of RTP, S.A., until 2020

  • President of the "Lisbon Conferences", until 2019

  • Member of the Commission for the Portuguese participation in the Dubai International Exhibition / 2020, until 2020

Helena Sofia Salgado Cerveira Pinto (Independent member)
Duties in other companies of the Mota-Engil Group as at 31 December 2023
- Does not perform any other duties in other Mota-Engil Group companies
Other duties in other companies of the Mota-Engil Group held in the last five years
- Does not perform any other duties in other Mota-Engil Group companies
Duties in other companies outside the Mota-Engil Group as at 31 December 2023
- Non-executive member of the Board of Directors of AEP Foundation
- Independent Member of the Supervisory General Board of EDP - Energias de Portugal, S.A.
- Chairman of the Statutory Audit Board of Media Capital Group
- University Lecturer at Universidade Católica and Católica Business School
- Member of the International Advisory Board of SKEMA Business School
- Member of the International Advisory Board of Thamassat Business School
- Member of EQUIS Accreditation Board EFMD
Other duties in other companies outside the Mota-Engil Group held in the last five years
- Director of Católica Porto Business School - Universidade Católica Portuguesa, until 2019
- Chairman of the Board of AEGE - Association for Business Management School, until 2019
- Member of the International Advisory Board of Liverpool University Management School, until 2022
- Member of the Board of EBRI European Bioproducts Research Institute, until 2019
Isabel Maria Pereira Aníbal Vaz (Independent member)
Duties in other companies of the Mota-Engil Group as at 31 December 2023
- Does not perform any other duties in other Mota-Engil Group companies
Other duties in other companies of the Mota-Engil Group held in the last five years
- Does not perform any other duties in other Mota-Engil Group companies
Duties in other companies outside the Mota-Engil Group as at 31 December 2023
- Chairwoman of the Board of Directors of Capital Criativo HealthCare Investments II
- Chairwoman of the Board of Directors of Casas da Cidade – Residências Sénior, S.A.
- Chairwoman of the Board of Directors of CRB – Clube Residencial da Boavista, S.A.
- Chairwoman of the Board of Directors of GLSMED Learning Health, S.A.
- Chairwoman of the Board of Directors of H.M.E. - Gestão Hospitalar, S.A.
- Chairwoman of the Board of Directors of Hospital da Luz, S.A. (Lisbon)
- Chairwoman of the Board of Directors of Hospital da Luz - Arrábida, S.A.
- Chairwoman of the Board of Directors of Hospital da Luz - Aveiro, S.A.
- Chairwoman of the Board of Directors of Hospital da Luz - Centro Clínico da Amadora, S.A.
- Chairwoman of the Board of Directors of Hospital da Luz - Coimbra S.A.
- Chairwoman of the Board of Directors of Hospital da Luz, S.A.
- Chairwoman of the Board of Directors of Hospital da Luz - Guimarães, S.A.
- Chairwoman of the Board of Directors of Hospital da Luz - Oeiras, S.A.
- Chairwoman of the Board of Directors of Hospital Residencial do Mar, S.A.
- Chairwoman of the Board of Directors of Hospor – Hospitais Portugueses, S.A.
- Chairwoman of the Board of Directors of Luz Saúde – Serviços, A.C.E.
- Chairwoman of the Board of Directors of Luz Saúde – Unidades de Saúde e de Apoio à Terceira Idade, S.A.
- Chairwoman of the Board of Directors of RML – Residência Medicalizada de Loures, SGPS, S.A.
- Chairwoman of the Board of Directors of SGHL – Sociedade Gestora do Hospital de Loures, S.A.
- Chairwoman of the Board of Directors of Surgicare – Unidades de Saúde, S.A.
- Chairwoman of the Board of Directors of Vila Lusitano – Unidades de Saúde, S.A.
- Chairwoman of the Executive Committee of Luz Saúde, S.A.
- Deputy Chairwoman of the Board of Directors of Luz Saúde, S.A.
- Member of the International Advisory Board of The Lisbon MBA of Nova School of Business and Economics of Universidade Nova de Lisboa
Other duties in other companies outside the Mota-Engil Group held in the last five years
  • Chairwoman of the Board of Directors of Casas da Cidade Residências Sénior de Carnaxide, S.A., until 2021
  • Member of the Board of Directors of Genomed-Diagnósticos de Medicina Molecular, S.A., until 2021
  • Member of the Board of Directors of Sonae Capital, SGPS, S.A., until 2021

  • Non-executive member of the Board of Directors of CTT, until 2022

João Pedro dos Santos Dinis Parreira (Member)

Duties in other companies of the Mota-Engil Group as at 31 December 2023

  • Chairman of the Board of Directors of Azpau Entretenimiento, SAPI de CV
  • Chairman of the Board of Directors of Consorcio Gdl Viaducto, SAPI DE CV
  • Chairman of the Board of Directors of Desarrollos Dot Mexico SA DE CV
  • Chairman of the Board of Directors of Generadora Fénix, SAPI de CV
  • Chairman of the Board of Directors of Mota-Engil America Latina, SAPI de CV
  • Chairman of the Board of Directors of Mota-Engil Dominicana S.A.S.
  • Chairman of the Board of Directors of Mota-Engil Energia, S.A. de CV
  • Chairman of the Board of Directors of Mota-Engil Energy Holdings México, SAPI DE CV
  • Chairman of the Board of Directors of Puente Boca del Río SA de CV
  • Chairman of the Board of Luso Energy del Peru, S.A.
  • Chairman of the Board of Mota-Engil Chile, S.A.
  • Chairman of the Board of Mota-Engil Latam Peru, S.A.
  • Chairman of the Board of Mota-Engil Peru, S.A.
  • Member of the Board of Directors of Administradora para el Desarrollo Mem S.A. de CV
  • Member of the Board of Directors of APP Coatzacoalcos Villahermosa SAPI de CV
  • Member of the Board of Directors of Ascendi Mexico, S.A. de C.V. (also being Chief Officer)
  • Member of the Board of Directors of Concesionaria Autopista Cardel-Poza Rica, S.A. de CV
  • Member of the Board of Directors of Concesionaria Autopista Perote-Xalapa, S.A. de CV
  • Member of the Board of Directors of Concesionaria Cua, SAPI de CV
  • Member of the Board of Directors of Concesionaria Urbana Arco Oriente, S.A. DE CV
  • Member of the Board of Directors of Constructora Tampico Ciudad Victoria, SAPI DE CV
  • Member of the Board of Directors of Empresa Construtora do Brasil, S.A.
  • Member of the Board of Directors of Mota-Engil Aeropuertos, SAPI de CV
  • Member of the Board of Directors of Mota-Engil Inmobiliaria, SAPI DE CV
  • Member of the Board of Directors of Mota-Engil Latam Portugal, S.A.
  • Member of the Board of Directors of Mota-Engil Mexico, SAPI de CV
  • Member of the Board of Directors of Mota-Engil O&M Mexico, SAPI de CV
  • Member of the Board of Directors of Operadora Autopista Perote Xalapa, S.A. DE CV
  • Member of the Board of Directors of Promotora de Autopistas del Oriente, S.A. de CV
  • Member of the Board of Directors of Terminal Maritimo Matamoros, SAPI de CV
  • Member of the Board of Directors of Vías Y Comunicaciones Cua, SAPI DE CV

Other duties in other companies of the Mota-Engil Group held in the last five years

  • Does not perform any other duties in other Mota-Engil Group companies

Duties in other companies outside the Mota-Engil Group as at 31 December 2023

  • Does not perform any other duties in other companies outside the Mota-Engil Group

Other duties in other companies outside the Mota-Engil Group held in the last five years

  • Did not perform any other duties in other companies outside the Mota-Engil Group

José Carlos Barroso Pereira Pinto Nogueira (Independent member)

  • Duties in other companies of the Mota-Engil Group as at 31 December 2023
    • Member of the Board of Directors of Mota-Engil África, SGPS, S.A.
    • Member of the Board of Directors of Mota-Engil Angola, S.A.
    • Member of the Board of Directors of Mota-Engil Central Europe Management, SGPS, S.A.
    • Member of the Board of Directors of Mota-Engil Engenharia e Construção África, S.A.
    • Member of the Board of Directors of Mota-Engil Europa, S.A.
    • Member of the Board of Directors of Mota-Engil Global Serviços Partilhados, Administrativos e Técnicos, S.A.
    • Member of the Board of Directors of Mota-Engil Mediação de Seguros, S.A.
    • Manager of Emasa Sociedade de Construções, Lda.
    • Manager of ME Lobito, SGPS, Lda.
    • Manager of Mota Internacional Comércio e Consultadoria Económica, Lda.
    • Manager of Sonauta Sociedade de Navegação, Lda.
    • Chief Officer of Mota-Engil Africa Global Technical Services, B.V.
    • Chief Officer of Mota-Engil Nigeria, Limited
    • Member of the Supervisory Board of Mota-Engil Central Europe, S.A.
    • Member of the Supervisory Board of Mota-Engil Central Europe Ceská Republika, A.S.
    • Member of the Supervisory Board of Mota-Engil Magyarország Beruházási És Építőipari Zártkörűen Működő Részvénytársaság
    • Member of the Supervisory Board of Mota-Engil Real Estate Management Sp. Zoo.
    • Member of the Higher Council of Automatriz, S.A.

Other duties in other companies of the Mota-Engil Group held in the last five years

  • Does not perform any other duties in other Mota-Engil Group companies

Duties in other companies outside the Mota-Engil Group as at 31 December 2023

  • Does not perform any other duties in other companies outside the Mota-Engil Group

Other duties in other companies outside the Mota-Engil Group held in the last five years

  • Did not perform any other duties in other companies outside the Mota-Engil Group

Leong Vai Tac (Independent member)

Duties in other companies of the Mota-Engil Group as at 31 December 2023

  • Does not perform any other duties in other Mota-Engil Group companies

Other duties in other companies of the Mota-Engil Group held in the last five years

  • Does not perform any other duties in other Mota-Engil Group companies

Duties in other companies outside the Mota-Engil Group as at 31 December 2023

  • Executive Chairman of the International Forum on Science, Technology and Innovation of the Boao Forum for Asia (BFA)
  • Chairman of the Macao Committee for Guangdong-Hong Kong-Macao Greater Bay Area (GBA)
  • Member of the Advisory Board of the Boao Forum for Asia (BFA)

Other duties in other companies outside the Mota-Engil Group held in the last five years

  • Secretary for Economy and Finance in the 4th Government of the Macao Special Administrative Region, until 2019

Manuel António da Fonseca Vasconcelos da Mota (Member) Duties in other companies of the Mota-Engil Group as at 31 December 2023 - Chairman of the Board of Directors of Mota-Engil Angola, S.A. - Sole Director of Luso Global Mining, S.A. - Sole Director of Global Mining Cameroon, S.A. - Sole Director of Wouri Resources, S.A. - Member of the Board of Directors of Lobito Atlantic Holding, S.A. - Member of the Board of Directors of Lobito Atlantic Railway, S.A. - Member of the Board of Directors of Mota-Engil África, SGPS, S.A. - Member of the Board of Directors of Mota-Engil Engenharia e Construção África, S.A. - Member of the Board of Directors of Mota-Engil Next Investments, SGPS, S.A. - Member of the Board of Directors of Mota-Engil Next, SGPS, S.A. - Director of Luso Global Mining Angola - Prestação de Serviços e Indústria Extractiva, Lda. - Director of Luso Global Mining B.V. - Director of Mota-Engil Magyarország Beruházási És Építőipari Zártkörűen Működő Részvénytársaság - Director of Mota-Engil, Minerals & Mining, Limited - Director of Mota-Engil Nigeria, Limited - Manager of ME Lobito, SGPS, Lda. - Manager of Mota Internacional, Comércio e Consultadoria Económica, Lda. - Member of the Remuneration Committee of Mota-Engil, Europa, S.A. - Member of the Remuneration Committee of Mota-Engil Railway Engineering, S.A. - Member of the Remuneration Committee of Oriental Hub– Reconversão e Exploração do Antigo Matadouro Industrial do Porto, S.A. - Member of the Supervisory Higher Board of Mota-Engil, Angola, S.A. - Member of the Supervisory Board of Mota-Engil Central Europe, S.A. - Member of the Supervisory Board of Mota-Engil Central Europe Ceska Republika, AS - Member of the Supervisory Board of Mota-Engil Real Estate Management Sp Zoo. Other duties in other companies of the Mota-Engil Group held in the last five years - Chairman of the Board of Directors of Cosamo (PTY), Ltd, until 2020 - Chairman of the Board of Directors of Empresa Agrícola Florestal Portuguesa, S.A., until 2022 - Chairman of the Board of Directors of Luso Global Mining BV, until 2020 - Chairman of the Board of Directors of Luso Resources Limited, until 2020 - Chairman of the Board of Directors of Mota-Engil Central Europe, S.A., until 2019 - Chairman of the Board of Directors of Nazare Resources PTY, Ltd, until 2020 - Member of the Board of Directors of Bugesera Airport Company, Ltd, until 2019 - Member of the Board of Directors of Mota-Engil África (PTY), Ltd, until 2021 - Member of the Board of Directors of Mota-Engil Central Europe Management, SGPS, S.A., until 2020 - Member of the Board of Directors of Mota-Engil Europa, S.A., until 2020 - Member of the Board of Directors of Mota-Engil Minerals & Mining (Zimbabwe) (Private), Ltd, until 2019 - Member of the Board of Directors of Mota-Engil Railway Engineering, S.A., until 2019 - Member of the Board of Directors of Nazare Resources (PTY), Ltd, until 2021 - Director of Cosamo (PTY), Ltd., until 2021 - Director of Luso Resources Limited, until 2021 - Member of the Statutory Audit Board of Obol Invest Befektetesi Es Uzletviteli Tanacsado Kft, until 2022 - Member of the Statutory Audit Board of Obol XI Ingatalanhasznosiyasi Beruhazo Es Szolgaltato Kft, until 2022 Duties in other companies outside the Mota-Engil Group as at 31 December 2023 - Manager of Kepler, SGPS, Lda.

  • Manager of MAFVM Holding
  • Director of Chilwa Minerals Limited

  • Deputy Chairman of Direção Nacional da ANJE – Associação Nacional de Jovens Empresários

Other duties in other companies outside the Mota-Engil Group held in the last five years

  • Did not perform any other duties in other companies outside the Mota-Engil Group

Maria Paula Queirós Vasconcelos Mota de Meireles (member)

  • Duties in other companies of the Mota-Engil Group as at 31 December 2023
    • Chairwoman of the Board of Directors of Largo do Paço Investimentos Turísticos e Imobiliários, Lda.
    • Manager of Botelho, Silva & Abreu, Lda.
    • Member of the Remuneration Committee of Mota-Engil Renewing , S.A..
    • Member of the Supervisory Higher Board of Mota-Engil, Angola, S.A.
  • Other duties in other companies of the Mota-Engil Group held in the last five years
    • Member of the Board of Directors of AMGP Agricultura, S.A., until 2021
    • Member of the Remuneration Committee of Vibeiras Sociedade Comercial de Plantas, S.A., until 2021

Duties in other companies outside the Mota-Engil Group as at 31 December 2023

  • Member of the Board of Directors of Mota Gestão e Participações, SGPS, S.A.
  • Member of the Board of Directors of Sociedade Agrícola Moura Basto, S.A.
  • Manager of Edifícios Galiza Sociedade Imobiliária, Lda.
  • Manager of Mineira do Jarmelo, Lda.
  • Manager of Verotâmega Sociedade Imobiliária, Lda.
  • Member of the Remuneration Committee of António Lago Cerqueira, S.A.
  • Member of the Board of Curators of the Manuel António da Mota Foundation
  • Other duties in other companies outside the Mota-Engil Group held in the last five years
    • Member of the Board of Directors of FM Sociedade de Controlo, SGPS, S.A., until 2022
    • Manager of Casal Agrícola de Parada, Lda, until 2019
    • Manager of Mineira de Pensalvos, Lda., until 2021
    • Manager of Sem Par Sociedade Imobiliária e Turística, Lda., until 2020

Paulo Sacadura Cabral Portas (Independent member)

Duties in other companies of the Mota-Engil Group as at 31 December 2023

  • Does not perform any other duties in other Mota-Engil Group companies

Other duties in other companies of the Mota-Engil Group held in the last five years

  • Does not perform any other duties in other Mota-Engil Group companies

Duties in other companies outside the Mota-Engil Group as at 31 December 2023

  • Executive Chairman of Vinciamo Consulting
  • Member of the Board of Curators of Champalimaud Foundation
  • Member of the Business Advisory Board of TEAK Capital
  • Deputy Chairman of Portuguese Chamber of Commerce and Industry

Other duties in other companies outside the Mota-Engil Group held in the last five years

  • Member of the International Board of Mex Gas International (MGE, MGT and MGS) of Group PEMEX, until 2019

Ping Ping (Member)

Duties in other companies of the Mota-Engil Group as at 31 December 2023

  • Does not perform any other duties in other Mota-Engil Group companies

Other duties in other companies of the Mota-Engil Group held in the last five years

  • Does not perform any other duties in other Mota-Engil Group companies

Duties in other companies outside the Mota-Engil Group as at 31 December 2023

  • Does not perform any other duties in other companies outside the Mota-Engil Group

Other duties in other companies outside the Mota-Engil Group held in the last five years

  • Did not perform any other duties in other companies outside the Mota-Engil Group

Tian Feng (Member)

Duties in other companies of the Mota-Engil Group as at 31 December 2023
- Does not perform any other duties in other Mota-Engil Group companies
Other duties in other companies of the Mota-Engil Group held in the last five years
- Does not perform any other duties in other Mota-Engil Group companies

Duties in other companies outside the Mota-Engil Group as at 31 December 2023

Member of the Board of Directors of CHELBI Engineering Consultants,Inc.

  • General Director at Chelbi Engineering Consultants Inc.

Other duties in other companies outside the Mota-Engil Group held in the last five years

  • Did not perform any other duties in other companies outside the Mota-Engil Group

4.8 Remunerations Report

The purpose of this report is to comply with the provisions of Article 26 - G of the Portuguese Securities Code and provide an encompassing picture of the remuneration practices of the Mota-Engil Group and the respective alignment with the Remuneration Policy approved for the 2023 period.

In that sense, the present report was drawn up so as to promote an understanding on the remuneration of the managing and supervisory bodies, on the composition of the respective wages, on the fulfilment of the Remuneration Policy in force, on the development of the number of Workers and average wage bill, as well as on the compliance of the adopted practices with the directives regarding the good governance of companies listed.

A. Remuneration of the members of the managing and supervisory bodies

The wage sheet of the members of the managing and supervisory bodies is presented as follows, with fixed remuneration, variable remuneration, attendance fees and other remunerations being appropriately broken down. On the other hand, the origin of the remuneration among the various companies of the Mota-Engil Group is also highlighted.

Members Company Fiexed
component
Variable
remuneration
Other
remunerations
Attendance
fees
Total
Executive directors
Carlos António Vasconcelos Mota dos Santos Mota-Engil SGPS, S.A. 472,000 400 392 872.392
Di Xiao Mota-Engil SGPS, S.A. 456.000 150.567 35.972 642.539
João Pedro dos Santos Dinis Parreira Mota-Engil Latin America BV 351.545 250.305 601.850
José Carlos Barroso Pereira Pinto Nogueira Mota-Engil SGPS, S.A. 238.750 185.937 424.687
Manuel António Fonseca Vasconcelos da Mota Mota-Engil Africa GTS, BV. 480.000 400.392 880.392
Non-executive non-independent directors
António Manuel Queirós Vasconcelos da Mota Mota-Engil SGPS, S.A. 202 159 578.000 360.000 m 1.140.159
Gonçalo Nuno Gomes de Andrade Moura Martins Mota-Engil SGPS, S.A. 288.834 1.724.787 2.013.621
Jingchun Wang Mota-Engil SGPS, S.A. 280.570 5.518 286.088
Maria Paula Queiros Vasconcelos Mota de Meireles Mota-Engil SGPS, S.A. 251.000 7.753 258.753
Independent non-executive directors
Ana Paula Chaves e Sá Ribeiro Mota-Engil SGPS, S.A. 70.000 70.000
Francisco Manuel Seixas da Costa Mota-Engil SGPS, S.A. 70.000 70.000
Helena Sofia Salgado Cerveira Pinto Mota-Engil SGPS, S.A. 70.000 70.000
Isabel Maria Pereira Anibal Vaz Mota-Engil SGPS, S.A. 70.000 70.000
Leong Vai Tac Mota-Engil SGPS, S.A. 55.000 55.000
Paulo Sacadura Cabral Portas Mota-Engil SGPS, S.A. 55.000 55.000
Members of the Statutory Audit Board
Cristina Maria da Costa Pinto Mota-Engil SGPS, S.A. 30.000 30.000
Jose Antonio Ferreira de Barros Mota-Engil SGPS, S.A. 30.000 30.000
Susana Catarina Iglesias Couto Rodrigues Jesus Mota-Engil SGPS, S.A. 30.000 30.000
Members of the board of the General Meeting
António Cândido Lopes Natario Mota-Engil SGPS, S.A. 6.000 6.000
Rui Jorge Teixeira Carvalho Pedroto Mota-Engil SGPS, S.A. 3.000 3.000
TOTAL 3.119.858 1.965.593 2.134.030 390.000 7.609.480

The year of 2023 saw a set of significant changes related to the remuneration structure, due to a change in governance and in the respective composition of the governing bodies,

The remuneration structure was therefore subject to a readjustment, always bearing in mind a concern to ensure its alignment with principles of fairness rooted into the liability of participants and with a long-term vision, that encourages the pursuance of the goals established in the Strategic Plan – Building 26 underway.

The alignment of the remuneration structure with the Remuneration Policy in force at Mota-Engil is also ensured.

B. Annual variation of the performance of the Group and of remuneration

The Mota-Engil Group exhibited over the last 5 years a consistent performance, demonstrating grown turnover and EBITDA, with the exception of the Covid period (between 2020 and 2021), which, as a result of the inevitable slowdown of the activity and suspension of relevant projects, hindered the patch of growth. As such, it is possible to see that in 2023 the Group reached unprecedented levels of turnover and EBITDA.

(thousands of euros)
2019 2020 2021 2022 2023
restated (restated)
Group performance indicators (*)
Turnover 2 912 440 2 429 134 2.591.776 3.804.258 5.551.897
EBITDA 417.071 380.256 411.632 540 704 837.298
Net profit / (loss) 26.728 -19 944 24.101 52.422 113.153
Massa Salarial média (**)
Management and supervisory bodies members 184.243 187,572 187.427 206.239 175,493
Other workers 10.117 ਰ 961 10.362 10.935 11.140

* Turnover corresponds to the caption of the consolidated income statement by natures "Sales and services rendered"; TDA corresponds to the algebraic sum of the following captions of the consolidated income statement by natures: "Sales and services rendered", "Cost of goods sold and materials consumed and changes in production", "Third-party supplies and services", "Staff costs", and "Other operating income / (loss)"; et profit and loss corresponds to the consolidated income statement by natures caption of " et consolidated profit and loss for the year - Attributable to the roup".

** The concept of wage bill, contrary to the staff costs depicted in the Report and Accounts, only incorporates the fixed and permanent components of remuneration (excluding, among others, Social Security contributions, other similar welfare schemes in foreign countries, variable components of remuneration and other benefits, namely insurance schemes for accidents at work, health insurance schemes, insurance schemes for personal accidents, among others). In the case of the managing and supervisory bodies, it corresponds to the fixed remunerations earned during the period of the term or as attendance fees.

As regards the variation of the number of workers, 2023 was marked by a significant growth of the workforce, in line with the increase in activity, registering 53,340 workers at the end of the year. This growth meant a variation of 21% against 2022, which was essentially due to the increase in markets such as Mexico, Brazil, Nigeria and Angola.

These changes to the establishment plan are consistent with the development of the remuneration, namely at the Business Units where a greater increase in activity and, consequently, in workforce was felt.

In the comparison between the average remuneration by Business Units, the main differences stem from the heterogeneity of the markets where the Group operates, on an economic, social and labour level.

In fact, and in accordance with the Group's existing Remuneration Policy, the remuneration systems adopted seek to ensure, on the one hand, the competitiveness of remunerations regarding the wage conditions of the territory where it operates and, on the other hand, their fairness by comparison with comparable functional levels.

Evolution of the roup's performance (amounts in million uro)

Evolution of Headcount and average remuneration per Business Unit (amounts in million Euro)

(except the members of the managing and supervisory bodies, over the last five periods)

The average remuneration presented above is based on the concept of wage bill, which, contrary to the staff costs depicted in the eport and Accounts, only incorporates the fixed and permanent components of the workers' remuneration (excluding, among others, Social Security contributions, other similar welfare schemes in foreign countries, variable components of remuneration and other benefits, namely insurance schemes for accidents at work, health insurance schemes, insurance schemes for personal accidents, among others), constituting the element adopted for an external and internal comparison of remuneration and its evolution over time.

C. Restoring variable compensations

As established in the Remuneration Policy of the Mota-Engil Group, there is a mechanism in place for returning compensation paid as variable remuneration in case of an unanticipated restatement of the roup's accounts. Such mechanism aims to ensure the long-term interests of the stakeholders.

In the period to which the present report concerns, no such situations were observed, wherefore no restoring mechanism was observed.

D. Information on the application of the Remuneration Policy and on waivers

The unprecedented performance levels of the Group, in terms of turnover and EBITDA, were at the basis of the decision to reward some members of the managing bodies who were more directly involved in the performance achieved.

E. Share allotment or share options programmes

The Group has no programme in place for share allotment or share options.

F. Cessation of duties

In the period ended on 31 December 2023, Xiangrong Wang left office as member of the Board of Directors of Mota-Engil SGPS, S.A., with this entity having borne no charges with that cessation.

G. Assessment and disclosure of the Remuneration Report

This Remuneration Report shall be submitted to the General Meeting and shall be released on the institutional website of Mota-Engil (www.mota-engil.com) for a period of no less than 10 years, so it can be made available for public consultation, within the framework of the principles of transparency and disclosure of relevant information.

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PART FIVE

INTEGRATED REPORT 2023

537

INTEGRATED REPORT 2023

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Key Audit Matter Summary of the Audit Approach
· analysis of the need to recognize provisions
for expected losses in contracts, through
inquiry of management or key personnel, as
well as through examination of significant
contracts and management minutes, external
disclosed factors, litigation and disputes with
the counterparties or the outcomes of events
after the reporting period.
We have also revised the disclosures related to
construction contracts presented in the
consolidated financial statements.
Impairment of concessions intangible
assets

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Consequently, the analysis of the fair value of
We have also revised the disclosures presented
these assets was considered a key audit
in the consolidated financial statements related
matter due to its complexity and judgement
to the intangible assets in the mentioned
involved in management's estimation of its
concessions.
recoverable amount.
Key Audit Matter Summary of the Audit Approach

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Key Audit Matter Summary of the Audit Approach
consolidated income statement, net of periods estimates with actual incurred costs;
reversals. and
Moreover, due to the dimension, structure and · analysis of the calculation of provisions and
geographical dispersion of its operations, the the supporting documentation.
Group is exposed to different tax and legal Conceming the provisions and contingent
frameworks, which onginate an increased liabilities for obligations arising from tax and lega
complexity of the procedures of tax and legal litigation, we have performed, among others, the
nature. Consequently, the Group has a variety following procedures:
of open tax issues and ongoing legal
proceedings, for which no liabilities were
accounted for and that are contingent
beautifiens. Combinamed limbelikung un panne an haut
· understanding the procedures to assess
contingencies and tax and legal litigation
made by management;

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Key Audit Matter Summary of the Audit Approach
and/or possible new tax proceedings or
litigation.
We have also revised the disclosures related to
provisions and contingencies presented in the
consolidated financial statements.
Impacts resulting from the reorganization
plan for the concessions' portfolio held in
Mexico and completion of accounting for
the purchase of the CUA concessionaire
carried out in 2022
Disclosures related to the reorganization plan
for the concessions' portfolio held in Mexico
and completion of accounting for the purchase
of the CUA concessionaire carried out in 2022
presented in Notes 1.2, 1.4 h), 11, 19, 28 and
42 to the consolidated financial statements.
At the end of the 2023 financial year, as part of
the reorganization plan for the concessions'
portfolio in Mexico, the Group agreed with its
local business partner to partially sell a set of
financial holdings during the 2024 financial
year. Consequently, the assets and liabilities of
the concessions Concesionaria Tultepec Aifa
Piramides, S.A. de C.V., CMRO Nayarit,
S.A.P.I. de C.V., Azpau Entretenimiento,
S.A.P.I. de C.V. and Mota-Engil Aeropuertos,
S.A.P.I. de C.V. were reclassified, respectively,
to non-current assets and liabilities held for
sale in the amounts of Euros 531,736
thousand and Euros 185,423 thousand. As
such, Management carried out internal
assessments and ensured the net assets of
these concessions are recorded at the lower of
their book and fair values.
Additionally, during the 2023 financial year, the
following facts occurred regarding the
investment in the entity Vias y
Comunicaciones CUA, S.A.P.I. de C.V., which
holds 33% of Concesionaria CUA, S.A.P.I. de
C.V (CUA business):
Our audit procedures performed regarding the
operations of the reorganization plan for the
concessions' portfolio held in Mexico and the
completion of accounting for the purchase of the
CUA concessionaire camed out in 2022
included, among others:
analysis of the agreement done between the
Group and its business partner in Mexico, as
well as all adjacent evidence, in order to
understand the negotiated terms and the
resulting impacts on the classification of the
concession assets and liabilities, considering
the conditions defined in IFRS 5 for
subsidiaries held for sale;
· review of the assessments carried out by
Management to determine the fair value of
the concessions reclassified to non-current
assets held for sale and verifying that the
assessment amounts exceed the
corresponding accounting values;
· re-performance of the calculation associated
with the accounting for the purchase of the
CUA business in 2022 completed during
2023, including the gain obtained, ensuring
its reconciliation against the consolidated
accounting records of the restated accounts;
verification of the previous calculation against
the guidelines set out in IFRS 3, including the
classification as an acquisition of a business
and the period to which the new information,
determined in the 12 months following the
acquisition date of control, relates to;
Key Audit Matter Summary of the Audit Approach
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www.mota-engil.com

Integrated report 2023

554

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