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Teixeira Durate

Annual Report Jul 19, 2022

1919_10-k_2022-07-19_3180c803-f9b0-4d53-b8fc-77da5a1f84d3.pdf

Annual Report

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REPORT AND ACCOUNTS 20

Ù TEIXEIRA DUARTE

Cover photo

INITIATIVE OF A GROUP OF EMPLOYEES TO COME TOGETHER TO SYMBOLISE IN "HUMAN DRAWING" THE CELEBRATION OF THE HUNDRED YEARS OF TEIXEIRA DUARTE, ON THE BRIDGE OVER THE ALMADA RIVER, ILHÉUS - BRAZIL

REPORT AND ACCOUNTS 2021

PURPOSEFULLY LEFT BLANK PAGE

INDEX

MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 2021
Company Identification
Introduction
l. Teixeira Duarte Group
1.1 Profile
1.2 Message from the Chairman of the Board of Directors
1.3 Main Financial Indicators
1.4 Risk Management
1.5 Corporate Events
II. Economic and Financial Analysis
III. Non-Financial Information
IV. Activity by Sectors
IV.1 Construction
IV.2 Concessions and Services
IV.3 Real Estate
IV.4 Hospitality
IV. 5 Distribution
lV.6 Automotive
V. Future Development Perspectives
VI. Proposed Appropriation of Net Income
VI. Notes to the Management Report of the Board of Directors
CORPORATE GOVERNANCE REPORT 2021
INDIVIDUAL FINANCIAL STATEMENTS 2021
CONSOLIDATED FINANCIAL STATEMENTS 2021
REPORT, OPINIONS AND CERTIFICATIONS OF THE SUPERVISORY BODIES 2021

REPORT AND ACCOUNTS 2021

COMPANY IDENTIFICATION

Teixeira Duarte, S.A.

Head Office: Lagoas Park, Edifício 2 – 2740-265 Porto Salvo Share Capital: € 210,000,000 Single Legal Person Number: 509 234 526

INTRODUCTION

THE CONSOLIDATED MANAGEMENT REPORT

The Board of Directors of "Teixeira Duarte, S.A." (TD,SA), in compliance with the regulatory and legal provisions for publicly traded companies, hereby presents its management report for the financial year of 2021.

This Report will analyse in a consolidated manner the activity carried out by the subsidiaries of TD,SA and will also address some aspects of the Company on an individual basis, specifically regarding the proposed appropriation of net income, thus applion provided for in Article 508-C(6) of the Commercial Companies Code, to submit a single report.

Since each of these subsidiaries have their own management bodies, which report on their individual activities, this document will provide only some observations to enable a perspective of the Group as a whole.

Under the terms of the applicable legislation, attached to this document can be found maps with a range of information relating to stakes in the capital of TD.SA (specifically according to the provisions of Article 447 of the Commercial Companies Code and in the Portuguese Securities Market Commission (CMVM) Regulation 5/2008, as amended by Regulation 7/2018).

NON-FINANCIAL INFORMATION REPORT

In compliance with applicable legislation (Decree-Law 89/2017 of July 28), a separate chapter has been included in the Management Report to provide a "Non-Financial Information" report follows other voluntary reporting frameworks: it has been prepared in accordance with the GRI Standards - Core option - and the Non-Financial Information Reporting Template issued by the Portuguese Securities Market Commission (CMVM), attaching it the respective correspondence tables with these two references.

Due to the entry into force of Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 (Taxonomy Regulation), Teixeira Duarte, S.A. discloses, in the Normation reporting section regarding the environmental component, the information relating to the European Taxonomy relating to the environment to the 2021 financial year.

CORPORATE GOVERNANCE REPORT

Also submitted in this set of documents is a detailed report on the corporate governance structure and practices in 2021 (drawn up in accordance with Article 29-H of the Securities Market Code and with CMVM Regulation 4/2013), underpinned by the 2018 Corporate Governance Code of the Portuguese Corporate Governance Institute (PCG), in force since 1 January 2018 in its current 2020 version

INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS

Moreover, this report also included and consolidated financial statements with the respective notes, where the former were prepared in accordance with the Accounting Standardisation System (SNC) and the International Financial Reporting Standards as adopted in the European Union, as well as the respective Reports and Opinions of the Supervisory Bodies, the Legal Certification of Accounts and the Audit Report produced by an auditor registered at the Portuguese Securities Market Commission (CMVM).

COMPLIANCE STATEMENT

Under the terms and for the purposes of Article 29-G(1)(c) of the Securities Market Code, the undersigned state that, to the best of their knowledge, the Management Reports, and all other documents presenting the accounts were prepared in accordance with the applicable accounting standards, conveying a true and fair view of the financial position and results of TD SA and of the companies in its consolidation perimeter, and also faithfully reflect the business development. performance and position of each company, containing a description of the main risks and uncertainties they face.

As a supplement to this declaration, and specifically to the final phrase, it should be noted that both the Board of Directors of TD,SA and the boards of the other Teixeira Duarte Group entities continue to monitor the Covid-19 pardemic situation, which began at the end of 2019, and are acting in accordance with recommendations issued by the World Health Organisation and public entities responsible for health in the respective countries where Group companies operate.

Within this framework, contingency and preventive measures have been taken to follow the guidelines of these entities and to mitigate and contain the risk, and to balance these intentions with the steps necessary to safeguard the impact of the situation on all of its stakeholders.

Likewise, the development of the geopolitical situation in Europe and its impacts on the economies with which the Group operates directly and indirectly is continued, with particular focus on obtaining services, commodities and raw materials.

EUROPEAN SINGLE ELECTRONIC FORMAT - ESEF

The Annual Report and Accounts were prepared in the European Single Electronic Format (ESEF) in accordance with the specifications laid down in Commission Delegated Regulation (EU) 2018/815 of 17 December 2018 and in accordance with subsequent amendments, taking into account the guidelines provided by the European Securities and Markets Authority (ESMA) and also taking into account the information disclosed by the CMVM regarding the rules applicable to the disclosure of Financial Information.

I. TEIXEIRA DUARTE GROUP

A CENTURY-OLD PORTUGUESE GROUP FOUNDED IN AN ENGINEERING COMPANY

Teixeira Duarte is the identity of a business Group that brand image: a Portuguese Group originally founded as an engineering company. Its engineering roots came from its founder who, with an entrepreneurial spirit and with support from its human resources and technical equipment, several decades ago expanded the company's activities to other sectors and markets, with a marked identity upheld by all involved over one hundred years of business.

Dating back to the start of activities of its founder, Ricardo Esquível Teixeira Duarte expanded its activity from water collection and artesian well drilling, to Geotechnics, Foundations and Buildings, as well as subsequently to Infrastructure and all other areas of Construction. A few decades later the Group's business included the Concessions and Services, Real Estate, Hospitality, Distribution and Automotive sectors.

Today, after 100 years, this Portuguese economic group comprises more than 176 entities with the commitment and dedication of 9,100 employees.

A track record based on Ingenuity, Truth and Commitment, that fills us with pride, that teaches us and inspires us to continue to "Doing, contributing to the construction of a better world"!

I.1 Profile

9,100 EMPLOYEES

176 ENTITIES

SECTOR

CONSTRUCTION SINCE 1921

HOSPITALITY SINCE 1992

CONCESSIONS AND SERVICES SINCE 1984

DISTRIBUTION SINCE 1996

REAL ESTATE SINCE 1973

AUTOMOTIVE SINCE 1991

22 COUNTRIES

4 CONTINENTS

Contract for the Complete Requalification of the MUDE Building - Design and Fashion Museum, Lisbon - Portugal

Distribution of shares representing TD,SA´s share capital among shareholders at the end of the 2021period

CORPORATE MODEL

A Teixeira Duarte, S.A. follows the corporate model commonly known as the one-tier model: it has a single management body (the Board of Directors), currently with six members and two supervisory Board (with three members) and an Audit Firm.

Within this framework, the governing bodies of "Teixeira Duarte, S.A." and their members are as follows:

Board of the General Meeting:

Chairman José Luciano Vaz Marcos

Deputy Chairman José Mário Ferreira de Almeida

Secretary José Pedro Poiares Cobra Ferreira

Board of Directors:

Chairman Manuel Maria Calainho de Azevedo Teixeira Duarte

Directors Carlos Gomes Baptista Maria da Conceição Maia Teixeira Duarte Diogo Bebiano Branco de Sá Viana Rebelo Isabel Maria Nunes Correia Teixeira Duarte Miguel Calainho de Azevedo Teixeira Duarte

Supervisory Board:

Chairman Óscar Manuel Machado de Figueiredo

Members Ana Cristina Louro Ribeiro Doutor Simões João Salvador dos Santos Matias

Alternate Rui Pedro Ferreira de Almeida

Statutory Auditor:

"Moore Stephens & Associados, SROC S.A." represented by António Gonçalves Monteiro

Chief Compliance Officer

Carlos Ferraz

Company Secretary

Permanent José Pedro Poiares Cobra Ferreira

Alternate Filipe Manuel Cavaco Bismarck

Representative for Market Relations

José Pedro Poiares Cobra Ferreira

ORGANISATIONAL MODEL

In addition to the governing bodies of "Teixeira Duarte, S.A." emphasis should be placed on the Boards of "Teixeira Duarte - Engenharia e Construções, S.A." and "Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A.", the former operating in the construction sector and the Concessions and Services, Real Estate, Hospitality, Distribution and Automotive sectors.

Following on from these are the management bodies of the other entities that form part of the Teixeira Duarte Group and the organisational structure of "Teixeira Duarte - Engenharia e Construções, S.A." which, as the company that gave rise to the Group, carries out its activity in different business areas of the construction sector: Geotechnics and Foundations; Bullding a Concrete Production Centre); Infrastructure (including Maritime Works); Metalworking; Underground Works.

All of these operational areas divide production and commercial skills into structures that are transgement staff and in the monitoring of their career in the Operation Centres and Departments. These operational areas also have a set of specific Support Structures for this Construction in the areas of Formwork and Prestressing (including a Reinforcement Production Centre), Projects, Equipment Management and Logistics of Proposals, and a Materials Laboratory.

In this Sector, the Group also has an important Project Department, through which Engineering Studies are developed and executed, for the entire Teixeira Duarte Group, which have proved to be of great importance in the technically based presentation of proposals and projects. This Department is also responsible for cordinating BM (Building Information Modelling) throughout the entire Teixeira Duarte Group, by consolidating internal training, developing projects with this methodology and creation of internal procedures.

Equally integrated into the Construction structures that, although more focused on this activity, also support other sectors of the Group in terms of Management and Procurement Systems.

In addition to all those structures more directly linked to the Company's operational area, there is a set of Central Structures and Services with special transversal support responsibilities, which constitute the so-called Corporate Area.

Thus, there are several outstanding qualified employees within the different entities that make up the Torning part of the Senior Management, who are responsible for different companies, sectors, business area and other organisational structures, identified on the following organisational chart below:

TEIXEIRA DUARTE ORGANISATIONAL CHART

Teixeira Duarte, S.A.

Board of Directors

Manuel Maria Teixeira Duarte Carlos Gomes Baptista Maria da Conceição Teixeira Duarte Diogo Rebelo Isabel Teixeira Duarte Miguel Teixeira Duarte

Teixeira Duarte - Engenharia e Construções, S.A.

Board of Directors

Manuel Maria Teixeira Duarte Pedro Costa Sérgio Pereira Paulo Serradas

CORPORATE AREA

ACTIVITY SECTORS

Construction

Miguel Rocha

Carlos Timóteo

Luís Mendonça

Luís Santos

Carlos Guedes

Luís Carreira

Paulo Ganhão

Pedro Nunes

Pedro Ferreira

Infrastrutures

Rosa Saraiva

Hélder Matos

António Diniz

Jorge Barata

Gustavo Lebreiro João Pedro Lopes

Fernando Martins

Buildings

Internal Audit Mário Faria

Accounting Alexandre de Jesus Sérgio Castro

Finance Sérgio Pereira Pedro Cruz

Innovation Rita Moura

Legal Maria António Ambrósio

Shared Processes André Henriques

Human Resources Rogério Fonseca

Corporate Affairs José Pedro Cobra Ferreira

Sustainability Erica Torres Silva

Information Technologies Rui Pedroso Rui Miranda

Geotechnics and Foundations Shuttering and Pre-Stressing Caetano Machado

Board of Directors

Diogo Rebelo

Luís Vicente

Sérgio Pereira Rogério Fonseca

Manuel Maria Teixeira Duarte

Project Design Laura Esteves

Supplies

Equipment Management

Management Systems Ivo Rosa

Mário Baptista

Ivo Rosa

Pinto Guedes

Henrique Nicolau

Underground Works Carlos Russo

Railway Works Rui Costa

Rosa Almeida

Rodrigo Ouro

Proposal's Logistics

Materials Laboratory

Metalworking

Dias de Carvalho

Concessions and Services

Facilities Management Rodolfo Valentim Mariana Coimbra

Education Diogo Rebelo

Teixeira Duarte - Gestão de Participações

e Investimentos Imobiliários, S.A.

Real Estate

Alfredo Silva Guilherme Silva

Hospitality

Luís Vicente Cláudia Bazílio

Distribution

Diogo Rebelo João Cordeiro

Automotive

Pedro Medo

EMPLOYEES

Employees are the core of the activity of all Teixeira Duate Group companies and their greatest resource. As at 31 December 2021, the 9,093 employees were distributed across the following sectors and markets:

Employees distribution by Market

MISSION AND VALUES

Over nearly one hundred years of history, the conduct of employees of Teixeira Duarte Group companies has been guided by ethics that are a source of pride and an incentive for the company. The central core of these ethics is grounded in its mission and values, which are set out below:

THE MISSION

EXECUTE, CONTRIBUTING TOWARDS THE CONSTRUCTION OF A BETTER WORLD

Defines what drives its employees day-by-day, and establishes the objective shared by all regardless of their area of operation, geography or work team.

"Execute", because it is always intended to make it happen. "Contributing", because we must understand that no one does anything alone. For the "Construction", of which we are part. Of "a better world", which is the objective that we all share, within and outside of Teixeira Duarte.

VALUES

Values are the way we must act to reach that characterise the Group's relationship with all related parties. They are:

INGENUI

Value based on the origin and purpose of the Company: "An Engineering Establishment" that, based on research and a thorough grasp of the principles of science, innovates and develops knowledge and techniques to apply, with efficiency and the minimum of waste, in the resolution of practical issues, in training, encouraging and trusting "in-house" people.

TRU

It consists in the straight appreciation of the things as they are, with good faith and with great accuracy, assuming the mistakes and limitations, as well as the successes and capabilities, and always reporting in a transparent and adequate the Group areas of performance and responsibilities.

COMMM

Corresponds to a responsible and committed way of accepting challenges and responsibilities, on the "given word" and on the fulfilment of all obligations, with others as well as on the loyalty and complicity with their own colleagues and the Company itself, with respect for others, for the dignity of every human person and for the sustainability of the community.

TEIXEIRA DUARTE GROUP CODE OF ETHICS AND CONDUCT

"Teixeira Duarte, S.A." has implemented a "Teixeira Duarte Group Code of Ethics and Conduct", which has been adopted by the entities that form part of the Group and compliance with which is mandatory by all employees.

This document enshines and sets out Teixeira Duarte's values and mission, defines the Group's ethics and conduct, defines its scope of application and sets out the mandatory (I) General Rules of Conduct aimed at legal compliance, respect for fellow human beings and for the community, respect for the environment and compliance with internal standards; (II) rules of conduct that apply to the relationship between employees and the company; and (II) rules of contact between employees and third parties, specifically public authorities, clients and suppliers and the competition. Its final chapter covers subjects such as independence and cooperation with public authorities, and measures to prevent money laundering, terrorist financing, conflicts of interest and corruption.

In addition to the system for monitoring compliance with the aforementioned Code, there is a compliance system at the Group level aimed at safeguarding compliance with regulations that apply to the activity of Teixeira Duarte Group companies, including the aforementioned Code of Ethics, which involves the following corporate control areas that give support to the company:

  • · The Internal Audit Department, whose main functions are the evaluation and improvement of the effectiveness of risk management processes and internal control systems, as well as the conduct of an examination of the activities caried out by the Group;
  • · The Chief Compliance Officer, tasked with developing the Compliance Programme in order to promote, within the Teixeira Duarte Group (i) compliance with legal, regulations, (ii) the correct identification and assessment of the respective risks inherent to activities developed by the Group companies and (ii) the development of efficient measures to comply with the aforementioned regulations and to mitigate the respective risks, establishing guidelines for the analysis of reality, treatment and reporting of information, defining areas of action and respective means and subsequent monitoring of the results and promoting the necessary reviews of such measures; and
  • · The Management Systems Department, which includes in its functions to ensure that the Group Policies are complied with, also implementing supervisory criteria, carrying out the corresponding training, respective internal audit and presenting proposals for improvement.

1.2 Message from the Chairman of the Board of Directors

Manuel Maria Calainho Teixeira Duarte

Chairman of the Board of Directors

Dear Shareholders and Stakeholders,

The year of 2021 was difficult for many and especially for Teixeira Duarte.

In a period when the trend was to protect ourselves from the dangers to which the pandemic exposed us all, many of Teixeira Duarte's employees wanted to be present on the various fronts, particularly in the geographies where access to health care is more limited, responding with an unusual spirit of mission so that, in such adverse circumstances and in sometimes fearful and hesitant environments, Teixeira Duarte was determined to make its Mission concrete on its daily journey: "Execute, Contributing Towards the Construction of a Better World".

Everyone, as a community that we are, must be grateful for that commitment, courage, and inherent sacrifice.

It turns out that the figures of the exercise do not do justice to this attitude and way of being, nor to the success that, overcoming the challenges we had, we managed to achieve in different areas.

In fact, when we registered a reduction in Sales and Services Rendered of 69.130 thousand euros, it seems that there was less "Doing", in the same way that, when we find negative Net Income Attributable to Shareholders for the expressive value of 119,140 thousand euros, it seems that this "Doing" was not well done.

The truth is that the financial statements of 2021 were marked by two non-recurring events and, one of them, following the end of the period.

A surprising and abusive occupation of the Port of La Guaira, on 15 October 2021, ended with the concession that we had been developing there.

A court judgement of last resort handed down on 17 February 2022 by an Algerian court in the context of proceedings concerning a partner of Teixeira Duarte - Engenharia e Construções, S.A. called into questional and financial conditions that made it possible to ensure the normal execution of six public contracted in Algeria.

In order to understand the impact of these indicators - in terms that are best developed later in the text of this Report and Accounts - they led to a decrease in Sales Rendered of 73,123 thousand euros and the impact on Net Income Attributable to Shareholders of 88,039 thousand euros.

Without the aforementioned Algerian and Venezuelan markets, we would have achieved 11.3% growth in Sales and Services Rendered.

I would also point out that the quality of our balance sheet that, despite the negative impact resulting from the above facts, equity had reduced by only 49,060 thousand euros to 189,205 thousand euros.

But in addition to these financial indicators, 2021 was also an important year for other reasons that I want to mention.

This was the year in which we celebrated 100 years, a story of which we are proud, of evolution, overcoming, also with many difficulties and less easy and challenging moments, such as the one we are now going through, which allows us to be here the capacity and willingness to adapt.

The vear of 2021 was one of committed recources. Today we have more digitised processes, senior management closer to operations and, not least, operations more focused on our strategic markets: Portugal, Angola, Brazil and Mozambique

Alongside this, and in a transversal way, we remain dedicated to contributing to the United Nations Sustainable Development Goals, an agenda for sustainable development to which we cooperate in terms of relations with people, communities and organisations that we impact. This year we maintained our contributions in various areas of this agenda, with emphasis on health and vocational training, employment and economic growth, innovation and responsible consumption. We are committed to continuing to contribute to the construction of a better, more sustainable economic world, socially and environmentally, also through this sharing of efforts on a global scale.

Thus, we are better prepared for the future and grateful to the many who work at this establishment with Ingenuity, Truth and Commitment, as well as the trust of Clients, Subcontractors, Financiers and Shareholders, without whom it would not have been possible to "do" these 100 Years of History.

1.3 Main Financial Indicators

OPERATING INCOME €637 M
SALES AND SERVICES RENDERED €539 M
EBITDA €(35) M
OPERATING RESULTS
(EBIT)
€(102) M
NET INCOME
Attributable to shareholders
€(119) M
NET DEBT €718 M
FINANCIAL AUTONOMY 11.5 %
ORDER PORTFOLIO
For the Construction Sector
€1,024 M
2021 2020 Var. %
Operating income 637,454 722,566 (11.8)%
Operating expenses (672,024) (622,072) 8.0%
FBITDA (34,570) 100,494
Depreciation and amortisation (43,765) (46,312) (5.5)%
Provisions and impairment of depreciable/amortisable assets and Goodwill (24,077) (1,758) S.S.
Operating Results (EBIT) (102,412) 52,424
Financial Results (33,131) (39,240) (15.6)%
Earnings before tax (135,543) 13,184
Income tax 17,921 (10,233)
Consolidated net income for the period (117,622) 2,951
Attributable to:
Shareholders (119,140) 3,558
Non-controlling interests 1,518 (607)

(Values in thousand euros)

1.4 Risk Management

Risk management plays an important role in the Group's management structure: the operating rules and guiding principles that have defined Teixeira Duarte's performance, allowing it to successfully overcome the challenges it has faced over the more hundred years of activity, are a source of pride and to encourage the growth of the Group.

The Risk Management process of Teixeira Duarte Group includes several risk assessments with different levels and complexity, taking into consideration the matters to be dealt with and after identification of the Group's different areas of activity. It is the Board of Directors of Teixeira Duarte, S.A. that, duly supported by the other corporate control areas that provide support to society, is responsible for determining and assessing the risks to which the Company is subject, as well as for the promotion of the necessary initiatives for the respective prevention, which is responsible for designing the internal control and risk management systems that prove necessary and appropriate for the various identified. This body is also responsible for monitoring the functioning of the implemented risk management system.

Teixeira Duarte's activity is exposed to a variety of risks. In fact, in addition to the direct impact that the current Covid-19 pandemic situation and the development of the geopolitical situation in Europe may have on the development of the Group's activity, the companies of the Teixeira Duarte Group are exposed in the exercise of their activities – albeit with different scope and dimensions according to the countries and sectors concerned – the following main economic, financial and legal risks:

  • · Alterations in the economic and business conditions in Portugal, as well as in the economic and business conditions of the Group's operations abroad, namely in Angola, Algeria, Brazil, Mozambique and Venezuela;
  • . Fluctuations and volatility of interest rates, loan spreads and exchange rates, as well as cash balances of convertible currencies in markets in which the Group operates;
  • Alterations in government policies; .
  • · Regulatory and financial framework of banking activity; and
  • · Alterations in the competitive environment of the activity sectors in which the Teixeira Duarte Group operates.

Additionally, Point III of the Corporate Governance Report of 2021 - called Internal Control and Risk Management - further explains the risk management model in the Teixeira Duarte Group, with the identification and description of the main risks to which the Company it is exposed in the exercise of its activity, as well as with the explanation of the monitoring model and existing risk mitigation measures.

1.5 Corporate Events

2021 GENERAL MEETINGS

ANNUAL GENERAL MEFTING - 24 MAY 2021

In the pandemic scenario that lasted throughout 2021, the Board of the Board of Directors maintained the objective assumed in 2020 of defining procedures for the Annual General Meeting that would balance the efficiency in guaranteeing the effective rights of the Shareholders and compliance with the public heath measures was held in person, on 24 May 2021, at Lagoas Park Congress Centre. The exercise of postal voting and the General Meeting work by the Shareholders were allowed through video and audio access made available on the internet.

The presence of Shareholders, members of the Teixeira Duarte family and of collaborating shareholders and former employees, reinforced the union around the Company at a time marked by a difficult situation, but at the same time, of celebration of the 100th anniversary of Teixeira Duarte.

The Annual General Meeting was chaired by José Luciano Vaz Marcos and was attended by the Vice-Presidency of José Mário Ferreira de Almeida. The holders of other social positions were also present, including the members of the Board of Directors and supervisory bodies.

At the meeting of 24 May 2021, the following resolutions were taken, as disclosed by the market published on the actual day of the General Meeting:

    1. The Consolidated Management Report was unanimously approved, which includes a chapter on Non-Financial Information, and the Accounts, both in their individual and consolidated scope, for the financial year of 2020, as well as the Report on the Government of the Company for the financial year of 2020, all of them in terms of the respective timely filed documents, that is, including the respective annexes, as well as the Report and Opinion of the Supervisory Board and the Legal Certifications of Accounts and Audit Reports presented by the Audit Firm.
    1. The proposed appropriation of net income presented by the Board of Directors was unanimously approved, proposing that the net income of Teixeira Duarte, S.A. calculated for the financial year of 2020, negative to the value of €17,904,404.60 (seventeen million, nine hundred and four thousand, four hundred and sixty cents) should be transferred to retained earnings.
    1. A vote of confidence in the Board of Directors, the Supervisory Board, all its Members and the Audit Firm was unanimously approved, as well as a vote of praise for the way in which they performed their during 2020.
    1. The Remuneration Policy for Members of the Management and Supervisory Bodies of Teixeira Duarte, S.A., was approved by 99.78% of the votes (95.57% in favour, 0.21% against and 4.22% abstentions).
    1. The acquisition and disposal of own shares was unanimously approved under the terms of the proposal presented.

ANNUAL GENERAL MEETING - 8 OCTOBER 2021

The Teixeira Duarte shareholders held an n Extraordinary General Meeting on 8 October 2021.

The holding of this Extraordinary General Meeting - which deliberated on the recomposition of the Board of Directors and the Remuneration Committee - was promoted following the resignation presented by Mr. Dr. Pedro Maria Calainho Teixeira Duarte to the position of Chairman of the Board of Directors, by letter dated 31 May 2021.

This personal decision was made after more than 40 years of work contributing to a better family group, a better world.

Dr. Pedro Maria Calainho Teixeira Duarte had already resigned from the same position at Teixeira Duarte - Construções. S.A. on the date on which he had reached 65 years of age, implementing a common practice within the Teixeira Duarte Group itself.

Thus, and as he expressed, this decision was made following traditional criteria within the Company and understood as appropriate for the implementation of the natural renewal of the teams and governing bodies, which also support the Group's evolution.

The Extraordinary General Meeting held on 8 October 2021 was chaired by José Luciano Vaz Marcos, with the presence of the members of all the other governing bodies, as well as, among others of the Teixeira Duarte family and employed Shareholders and former employees, having approved the proposed recomposition of the Board of Directors and Remuneration Committee, which henceforth have the following composition:

Board of Directors:

Chairman:

Manuel Maria Calainho de Azevedo Teixeira Duarte

Directors:

  • Carlos Gomes Baptista
  • Maria da Conceição Maia Teixeira Duarte
  • 。 Dioqo Bebiano Branco de Sá Viana Rebelo
  • Isabel Maria Nunes Correia Teixeira Duarte
  • Miguel Calainho de Azevedo Teixeira Duarte

Remuneration Commission:

  • Miguel Calainho de Azevedo Teixeira Duarte
  • António Carlos Calainho de Azevedo Teixeira Duarte
  • Manuel Ferreira

This Extraordinary General Meeting was concluded with an intervention by the newly elected Chairman of the Board of Directors, Manuel Maria Calainho de Azevedo Teixeira Duarte, and which is transcribed here:

Good afternoon everyone,

I thought it more appropriate to make my speech after the items on the agenda were closed, and, first of all, I want to thank the proposal also presented by Dr. Pedro Maria Teixeira Duarte regarding the reshuffle of the Board of Directors, including my appointment as Chairman and also thank the shareholders for the trust placed with the approval. And give a word of welcome to the two new members of this Board of Directors.

It is an honour for such a proposal to be end and a privilege to perform such a position in his succession, with the same sense of mission, both by the Teixeira Duarte Group and by the family that unites shareholders around this Company.

In fact, in addition to other functions with which he began working at Teixeira Duarte, it was in the Teixeira Duarte Group, under the drive of Dr. Pedro Maria, has evolved from a Surveys and Foundations Company to a large Business Group, with operations in several countries and sectors, being one of the construction area that survived the various crises and is recognised in the market, among many other virtues, for this resilience and do it for that.

It was under his leadership that we grew a lot, for various markets and that we also knew how to resist in the most difficult moments that a 100-year-old group ineving, in a process of committed adaptation, gained strengths that made us even stronger.

It was on June 30, this year in which we celebrated the 100th anniversary of Teixeira Duarte ended his duties as Chairman of the Board of Directors of Texeira Duarte. Today, with the acceptance of the position of member of the Remuneration Committee, you will no longer hold any position in the Teixeira Duarte Group.

In his resignation letter, he told us about the more than 40 years he worked at this Establishment, company and a better world, in a clear alignment between his purpose and way of being and the mission of Teixeira Duarte.

He told us about how Doing Better is a permanent challenge, since the crigins of the Company, and a way of contributing to the work already done. He also mentioned how ceasing to exercise the role of Chairman of the Board of the renewal processes of Teams and Governing Bodies that also support the evolution of this Group.

For us, Teixeira Duarte,

  • There is an example of the contagious desire to do; and to always do better than what has already been achieved;
  • This is an example of a presence that allowed us to always believe that it was possible to happen;
  • This is the example of attention to others, attention to shareholders, attention to employees, suppliers and clients, attention to people.

It is therefore with this inspiration, and with its example, that we continue to be united, motivated and accepting the responsibility of continuing to do, contributing to the construction of a better world.

Thank you all very much for your attention. And above all, on behalf of the many employees of this Establishment who have so often received your attention, thank you very much, Dr. Pedro Maria!

II. ECONOMIC AND FINANCIAL ANALYSIS

In order to allow a framed assessment of the Group's performance in the current year, it was considered appropriate to begin this chapter with the presentation of the main economic indicators of the most relevant markets in which the Group operated in 2021.

In Portugal, the expected recovery of GDP was experienced, with GDP having grown by 4.9% in real terms, and average inflation standing at 1.3%.

In relation to foreign markets, it should be noted that the exchanges to which the Group is exposed may have a different impact on the Balance Sheet and the Profit and Loss Statement, as shown by the related to Assets, Liblities and Transactions in foreign currency, set out in the annex to the statements consolidated financial.

With regard to Angola, despite the strong impacts of the Covid-19 pandemic, after five years of consecutive GDP decrease, this indicator will have grown by 0.7% in real terms, and forecasts point to a significant growth in the coming years. Average annual inflation is said to have been around 26%, and although the Kwanza appreciated 20.2% at the end of the year compared to 31 December 2020, the average exchange rate is expected to have decreased by 12.8%.

In Brazil, GDP grew 5.2%, with inflation reaching 7.7%. The Real appreciated 1.0% and the average exchange rate decreased by 8.4%.

In Mozambique, GDP grew 2.5%, with inflation reaching 6.7%. The Metical appreciated 21.4% and the average exchange rate increased by 1.8%.

For the Teixeira Duarte Group, the year of 2021 was particularly difficult, having been heavily influenced by non-recurring effects resulting from exceptional events in Algeria and Venezuela, as well as by the economic impacts derived from the Covid-19 pandemic situation, which were very significant in the geographies where the Group operates, however there is some diversity of its size, depending on the geography and the sector or area of activity concerned, as further explained in the chapter on Activity By Sectors in 2021.

For an adequate reading and understanding of the operational information presented below, it is essential to know, and bear in mind, the two exceptional and relevant facts, mentioned above and which had a significant impact on the Group's activity and accounts:

  • · Following the unpredictable decision taken by the Venezuelan public company, BOLIPUERTOS, S.A. which, in summary, resulted in the notification of the decision to terminate the Strategic Alliance for Port Operation and Management of the Specialised Container Terminal of the Port of La Guaira, signed with Teixeira Duarte - Engenharia e Construções, S.A. and which was in force since 1 April 2017 and the inherent occupation, on 15 October 2021, by the aforementioned BOLIPUERTOS, S.A., of the facilities assigned to Aliança, the Board of Directors of Teixeira Duarte - Engenharia e Construções, S.A. decided to recognise the effects in the financial year's accounts the loss of the operation of the port of La Guaira that would be in force until 31 March 2037, which resulted in a reduction in Intangible Assets and an increase in Net Income of 26,919 thousand euros. It is expected, however, that the absence of legal basis for the aforementioned unexpected, abusive and detrimental action to the interests of the Company will give rise to the corresponding compensation for losses and damages.
  • · A court judgement of last resort handed down on 17 February 2022 by an Algerian court in the context of proceedings concerning a partner of Teixeira Duarte - Engenharia e Construções, S.A. called into question the operational and financial conditions that made it possible to ensure the normal execution of six public contracts contracted in Algeria. In this context, despite being a subsequent event, the Board of Directors decided to recognise, in the accounts for the 2021, the effects arising from the suspension of the activity of those six public contracts, the estimated impact of which is reflected in a worsening of Net Income by 61,120 thousand euros, a reduction of Liabilities by 13,722 thousand euros and a reduction of Assets by 74,842 thousand euros.

Operating Income decreased by 11.8% compared to 2020, reaching 637,454 thousand euros, corresponding to a reduction of 85,112 thousand euros.

This decrease is essentially explained by the six works in Algeria, and due to the derecognition of increases in income from these six contracts, as mentioned above, had a negative impact of 73.123 thousand euros on Operating Income.

Portugal recorded a 4.9% increase and overseas markets dropped by 21.3% overall compared to the previous year, with Portugal coming to represent 43.3% of the Group's total operating income in 2021.

Operating Income by Sector of Activity

Sales and Services Rendered reached 539,236 thousand euros, having fallen by 11.4% compared to 2020, i.e., 69,130 thousand euros less.

Portugal registered an increase of 4.7% over the same period last year, driven by the Construction sector. It should be noted that this indicator does not express the continued good performance of the Group's real estate sector in this period – evidenced in the operating income shown above of 71.294 thousand euros –, also driven by income not included in Sales and Services Rendered.

External markets recorded an 18.5% decrease in Sales and Services Rendered as a whole, which corresponds to a reduction of 7,919 thousand euros, and the Algerian market, as mentioned above, negatively affected Sales and Services Rendered by 73,123 thousand euros. The good performances of Brazil and Mozambique were noteworthy, with increases of 24.5% and 68%, respectively.

In this context, foreign markets that accounted for 69.1% of the Group's Sales and services rendered in 2020 shifted to represent 63.5% in 2021.

It should also be noted that Sales and Services Rendered were generally affected in all sectors by the current economic situdion, which is very much affected by the Covid-19 pandemic, even so, with strong growth of the Hospitality and Automotive sector.

Sales and Services Rendered by Sector of Activity

EBITDA reached a negative amount of 34,570 thousand euros, registering a decrease of 135.064 thousand euros compared to the previous year, a reduction influenced by the recognition of losses due to the six works in Algeria of 88,500 thousand euros.

EBITDA by Sector of Activity 2021 2020 Var. (%)
Construction (70,799) 30,607
Concessions and Services 2,268 11.849 (80.9)%
Real estate 19.680 41.303 (52.4)%
Hospitality 11,864 12.618 (6.0)%
Distribution 3,223 5,866 (45.1)%
Automotive 3.903 1.256 210.7%
Not allocated to segments (4.709) (3,043) (54.7)%
Fliminations 38 S.S.
(34.570) 100.494 (134.4)%

Operating Result (EBIT) reached a negative amount of 102,412 thousand euros, having decreased by 154,836 thousand euros compared to the previous year.

In addition to the development of the Group companies, this indicator was influenced by some facts that we should highlight, namely the recognition of losses due to the six contracts in Algeria of 76,455 thousand euros and the recognition of losses from the Concession - Operation and Management Port of the Specialised Container Terminal of the Port of La Guaira in Venezuela for 33,431 thousand euros.

Financial Results stood at a negative 33,131 thousand euros, compared to the negative 39,240 thousand euros in 2020.

Evolution of Financial Results (Values in thousand euros)

Net Income Attributable to Shareholders stood at a negative 119,140 thousand euros, compared to the positive 3,558 thousand euros in 2020.

Total Assets increased by 3% compared to 31 December 2020, reaching 1,647,705 thousand euros, positively impacted by 131,605 thousand euros of exchange rate effect in the year, mainly as a result of the Angolan Kwanza and the Mozambican Metical and negatively due to the derecognition of losses due to the six works in Algeria of 74,842 thousand euros and the recognition of the loss of the Concession in Venezuela of 26,919 thousand euros.

Net Financial Debt stood at 718,439 thousand euros at the end of 2021, corresponding to an increase of 24,933 thousand euros compared to last year.

It should be noted that the Group spent 65,092 thousand euros on fixed capital, representing an increase of 15.7% compared to 2020, a value 21,327 thousand euros higher than the depreciation and amortisation expenses.

The Net Financial Debt was influenced by exchange rate valuations of 4,674 thousand euros (availabilities increased by 7,008 thousand euros and financing 2,334 thousand euros), highly this effect, the increase in net financial debt would have been 29,607 thousand euros.

Gross Bank Financing increased by 4,239 thousand euros compared to the end of 2020, of which 2,334 thousand euros result, as mentioned, from the exchange rate appreciation.

The Company subscribed to the legal moratorium for principal and interest under the legal protection of loan arrangement due to the Covid-19 pandemic.

The Maturity of the Group's Financial Debt as at 31 December 2021 is as follows:

Equity decreased by 20.6% compared to 31 December 2020, standing at 189,205 thousand euros.

The reduction in Equity of 49,060 thousand euros results essentially from the negative Net Income of 117,622 thousand euros and, positively, from the effects of the Currency Conversion Adjustments resulting from the currencies of the countries in which the Group operates, of the value of 93,718 thousand euros.

It is important to note that the impact of the Group's Consolidated Net Income, negative at 117,622 thousand euros, was not fully reflected in the variation in Equity, which decreased by 49,060 thousand euros, nor in the variation in Net Debt, which increased by 24,933 thousand euros.

Financial Autonomy stood at 11.5% as at 31 December 2021, a decrease of 3.4 p.p. compared to the end of 2020.

During 2021, the share price appreciated by 4.2%, increasing from 0.0904 euros as at 31 December 2020 to 0.0942 euros as at 31 December 2021. In terms of liquidity and volume of trades executed during this financial year, 63,267,278 shares were traded on the Stock Exchange, with a trading volume amounting to 6,118,824 euros. In 2020, 114,114,602 shares were traded, with a trading volume of 13,836,243 The graph shows the evolution of the stock market share prices during 2021: As at today's date, 22 April 2022, the price is €0.0950.

Share Price Evolution

III. NON-FINANCIAL INFORMATION

INTRODUCTION

Teixeira Duarte discloses to its stakeholders, for the consolidated non-financial performance of its subsidiaries, namely concerning human resources, socioeconomic aspects, including its relationship with communities, and environmental management.

The information provided here covers the activity of the subsidiaries between 1 January and 31 December 2021. Whenever relevant, information about previous years is included, to allow a comparative assessment of performance.

In addition to complying with the requirements of the Commercial Companies Oode and Decree-Law 89/2017 of July 28, the report follows other voluntary reporting frameworks: it has been prepared in accordance with the GRI Standards - Core option -, and the Non-Financial Information Report Model issued by the Securities Market Commission, with these two references being attached herewith.

Note on the methodology regarding coverage of indicators

The indicators presented here regarding Human Resources, Communities and the Environment cover, whenever possible, 100% of the companies included in the consolidation perimeter of Teixeira Duarte, S.A.

However, given the diversity of sectors and the local circumstances of activity, the scope of coverage may vary in some indicators. This fact is mentioned, when applicable, in the development of this chapter, using the number of employees as coverage index.

1 SUSTAINARII ITY IN THE TEIXEIRA DUARTE GROUP

Sustainability is understood by the Teixeira Duarte Group companies as the result of a way of being and acting with a sense of responsibility. This attitude is reflected in the relationship of its employees with all stakeholders.

In fact, the Group's Mission – "Execute, contribution of a better world" – and its structuring Values – Ingenuity, Truth and Commitment - reflect a deep-rooted way of acting over several generations, which makes an essential contribution to the effective overall sustainability of its subsidiaries, from economic, social and environmental perspectives.

As there is a wide range of sectivity in this universe of Teixeira Duarte Group companies, which operate in several countries, the sustainable development of the businesses is ensured by each area of activity, given their proximity to operations and greater effectiveness of their actions.

Each subsidiary thus responds to the sustainability challence from the Group regarding cross-cutting guidelines and local objectives for each country.

DESENVOLVIMENTO SUSTENTAVE COMISSÃO TEIXEIRA DUARTE

In order to manage Sustainability in an organised and cohesive manner, ensuring that its subsidiaries are aligned in compliance with the cross-cutting principles defined by the Group, a Sustainable Development Commission was created in 2019.

With sustainability management functions from a strategic point of view at the Teixeira Duarte Group level, the Sustainable Development Committee depends, in the Board of Directors, and operationally consists of representatives of all businesses from the most representative markets of the Group, under general coordination of the Corporate Sustainability Area. In 2019, representatives from Portugal, Angola and Brazil were integrated into this Commission and, in 2020, representatives of the Mozambican market were integrated.

The Commission shall develop joint guidelines for the Group has defined as priorities, in order to establish its position in relation to them, ensure the articulation of information, good practices and enhance synergies between companies through collaboration on cross-cutting projects and in specific initiatives. The Commission meets on a monthly basis and there are also extraordinary meetings whenever appropriate.

2. COMMUNICATION WITH STAKEHOLDERS

The Teixeira Duarte Group encourages regular and systematic dialogue with a wide range of stakeholders, including those identified by its subsidiaries.

In order to better understand the expectations of these different groups and communicate more efficiently with them, the subsidiaries use various instruments, particularly the following:

3. ALIGNMENT WITH SUSTAINABLE DEVELOPMENT GOALS

In 2018, Teixeira Duarte adopted the United Nations Sustainable Development Goals as an overal framework to guide the performance of its subsidiaries in the field of Sustainable Development and among their stakeholders, as it identifies between these Goals and its mission, values and corporate vision on Sustainability.

OUR MISSION EXECUTE, CONTRIBUTING TOWARDS THE CONSTRUCTION OF A BETTER WORLD

HOW WE DO IT WITH INGENUITY, TRUTH AND COMMITMENT

TO WHAT WE CONTRIBUTE

OUR LOCAL PRIORITIES

The Teixeira Duarte Group's Sustainability Framework as at 31 December 2021

The 17 Sustainable Development Goals (SDGs) were established at a UN Summit in 2015 and unanimously approved by 193 Member States with the aim of creating an ambitious agenda for poverty eradication and global economic, social and environmental development by 2030. Compliance with this plan, known as the 2030 Agenda for Sustainable Development, involves unprecedented joint efforts on a global scale, by all countries and public and private players.

The Teixeira Duarte Group has identified and caries out an ongoing assessment of the activities carried out by its subsidiaries on the global priorities and aspirations for 2030 defined in the 17 SDGs. To prioritise the most significant impacts exerted by these activities on the topics of sustainable development proposed in the SDGs, the sectors/business areas operating in the markets of Angola, Brazil, Portugal and Mozambique were consulted, currently responsible for 94% of the operating income of Group, and determined the material SDGs in each of these countries.

Thus, despite contributing to several other SDGs, Texeira Duarte has taken as priorities, at a local level, 5 SDGs to which it believes it can contribute actively and more effectively.

Priority SDG for the Teixeira Duarte Group in the main markets of action as at 31 December 2021

SUMMARY OF THE CONTRIBUTIONS OF THE TEIXEIRA DUARTE GROUP TO THE PRIORITY SDG

GUOD HEALTH
AND WELL-BEING
Health, safety and hygiene promotion policies at work of the subsidiaries;
Implementation of occupational health and safety management systems in various subsidiaries;
0
Employee health monitoring policies, including medical and medication assistance in several subsidiaries;
0
Access to health insurance, protocols and partnerships in the field of health in several subsidiaries;
o
· Disease prevention initiatives, provision of screenings and health training among employees and
communities;
· Support for social institutions that support people in the health field;
EXAMPLES
"Give Life" Programme in Angola and Mozambique;
"MaxiHealth" programme in Angola;
0
Annual flu vaccination campaign in Brazil;
0
"Be Well" Programme in Brazil;
0
"We All Give" Programme in Portugal, Angola, Algeria, Brazil, Spain and Mozambique.
0
Group Policy for the Development of Skills of employees of the subsidiaries;
0
Continuous training programmes aimed at updating skills and advancing the career of employees of the
0
subsidiaries;
EDUCATION · Programmes for attraction and development of young talent of the subsidiaries;
Training actions for the personal development of employees and for raising awareness in the field of
sustainability;
Initiatives with communities and support for social institutions that support people in the field of education.
0
EXAMPLES
"Teixeira Duarte Academy" programme in Portugal and Angola;

· Teixeira Duarte Professional Development Centre in Angola;

"Go Fishing" programme in Angola;
0
School Site Projects in Brazil;
0
"We All Give" Programme in Portugal, Angola, Algeria, Brazil, Spain and Mozambique.
0
FCONOMIC GRUWI Creation of jobs and generation of economic wealth in the markets where the subsidiaries operate;
o
0
Specific youth employment promotion programmes in various subsidiaries;
Widespread adoption of responsible practices on issues such as labour rights, occupational health and
o
safety, freedom of association and collective bargaining, working hours, remuneration;
Generalised promotion of diversity, gender equality and the reconciliation of employees' professional,
o
personal and family lives;
Programmes to support the development of local producers from various subsidiaries mainly in developing
0
countries;
EXAMPLES
"Teixeira Duarte Academy" programme in Portugal and Angola;

"Fishing" programme in Angola;
0
"Fazenda Maxi" programme in Angola;
0
Adoption of a Group Plan for Equality;
0
"Roots" programme in Angola.
JUSTRY, INNOVATIO · Participation in national and international projects related to Innovation;
· Establishment of a Group Innovation Committee;
· Contribution to the regulatory action of the activity sectors;
· Partnerships between the subsidiaries and Educational Institutions and Entities of the Scientific and
Technological Systems;
Programmes to support the development of local producers from various subsidiaries mainly in developing a
countries.
EXAMPLES
· Digital Construction Revolution Project - REV@CONSTRUCTION;
"OMICRON" Project;
0
"Fazenda Maxi" programme in Angola.
0
AND PRODUCTION · Implementation of environmental management systems in various subsidiaries;
· Provision of specialised energy efficiency services by some subsidiaries;
Implementation of energy rationalisation measures at company facilities;
0
Programmes to encourage sustainable consumption with the employees of the subsidiaries;
0
Digitalisation/dematerialisation of processes;
0
Generalised assessment of suppliers based on social and environmental sustainability criteria.
0
EXAMPLES
"Analysis and Diagnosis and Energy Solutions" services provided to the market by TDGI;
Responsible procurement policy of Teixeira Duarte- Engenharia e Construções, S.A.;
o
Various initiatives to raise awareness among employees.
o

4. COMPLIANCE WITH INTERNATIONAL AGREEMENTS

The activities of Teixeira Duarte Group companies are based on their Mission and are in line with the UN Human Rights Declarations, the Guiding Principles of the Organisation for Economic Cooperation and Development (OEOD), the International Labour Organisation (ILO), national and international legislation and the 10 Principles of the United Nations Global Compact in the fields of Human Rights, Labour Practices, the Environment and Anti-Corruption.

Teixeira Duarte - Engenharia e Construções, S.A., in Portugal, is also voluntarily certified to the International Standard SA 8000, showing the organisation's commitment to developing maintaining and applying responsible practices to issues such as slave and child labour,

occupational health and safety, freedom of association and collective bargaining, disciplinary practices, working hours, remuneration and management systems.

5. ETHICS AND CONDUCT

Teixeira Duarte, S.A. has a Code of Ethics and Conduct adopted by each of the Group's entities, which enshrines the intra-group principles of action for all employees of Group companies and, therefore the involvement of Texeira Duarte, S.A. with stakeholders. It serves to reinforce and develop the Group's mission and values.

This Code is aimed at all Directors, Employees and other company representatives. In addition, it is these employees not only to be aware of the code, memorise it, implement it within the institution and defend it outside the institution, but also to promote the application of the respective rules during the course of their relationships with all Teixeira Duarte Group entities.

The Code of Ethics and Conduct is mandatory for all employees, and failure to apply it may result in disciplinary procedures and sanctions.

In summary, according to this Code, all Group employees are committed to complying with, defending and enforcing (as well as among indirect recipients) the legislation in force in the geographic areas where the Group operates, including any global or sector agreements and ethical rules specific to each professional, as well as any and all contractual commitments taken on by the Group.

Sent to all employees transversally, the current Code of Ethics and Conduct is available on the website www.teixeiraduarte.com.

6. MANAGEMENT AND DEVELOPMENT OF HUMAN RESOURCES

Refering its beginning to the performance of its founder, Enginel Teixeira Duarte, Teixeira Duarte marked 100 years of activity in 2021. This milestone was achieved thanks to the commitment and dedication of thousands of men and women who, throughout this period, accompanied and contributed to the Group. The centenary celebration thus sought to focus on the recognition of all the people who were part of the Teixeira Duarte Group and of thand who share the honour and responsibility of starting its second century of activity.

COMMEMORATION OF THE CENTENNIAL OF THE TEIXEIRA DUARTE GROUP

On the occasion of Company Day 2021, employees of Texeira Duarte Group companies in the most diverse marked their centenary through various commemorative including videos produced by employees themselves and internal events.

Teixeira Duarte - Engenharia e Construções, Brazil

EMPA, Brazil

At the Teixeira Duarte Group companies, employee welfare, including the promotion of good hygiene, health and safety conditions, the development of skills and talent retention, are extremely important in the management of human resources, and are duly rooted in a culture of dignified treatment and respect for human and labour rights.

6.1. Human Resources in 2021

As at 31 December 2021, the Group had 9,03 employees, registering a decrease of approximately 500 employees (6% less) compared to 31 December 2020, to which the number of employees in the Contributed mainly at that time, taking into account the number and type of ongoing projects.

As in previous years, the performance of the subsidiaries operating in the Construction sector of the Teixeira Duarte Group strongly influenced its total number of employees. In 2021, this sector of activity accounted for 52% of the total workforce, but it decreased by 2 p.p. from its weight in 2020.

Distribution of the employees by activity areas as at 31 December 2021

As at 31 December 2021, Angola, Brazil and Portugal represented 83% of the total number of the Teixeira Duarte Group, with 31%, 30% and 22% respectively. In 2020, on the same date, Angola represented 30%, Brazil registered 35%.

Geographic distribution of employees in the main markets in which the Group operates, as at 31 December 2021

In line with previous years, the majority of employees were male in 2021, which is not unrelated to the Group's subsidiaries, particularly Construction and Facilities Management - which together accounted for 69% of the total workforce - where the vast majority of candidates are male.

Teixeira Duarte, S.A. has always been concerned about guaranteeing dignified treatment to all male and female employees, with respect for their human and labour rights, including effective equality among all. It adopts good practices in order to achieve an effective equality of treatment and opportunities between men and women, promotes the elimination and encourages a personal, family and professional life balance. In 2021, the company published a new Equality Plan that presented the set of goals and measures to be developed by its subsidiaries in 2022 «in a manner appropriate to geographic and sector-related aspects of their operating situations.

PLAN FOR EQUALITY

At a Board of Directors meeting held on 13 September 2021, Teixeira Duarte, S.A. approved a new Equality Plan covering the following areas:

a) Equal access to employment;

  • b) Equal working conditions;
  • c) Equal pay;
  • d) Parenthood protection;
  • e) Professional, family and personal life balance.

This Plan can be found at www.teixeiraduarte.com.

The average age of employees of Teixeira Duarte Group companies was 39 years in 2021.

Although the vast majority of its employees are in the age cohort between 30 and 50 years of the Teixeira Duarte Group consider the needs of the different generations promoting the integration of new employees and simultaneously the passage of knowledge through more experienced generations.

As at 31 December 2021, the majority of the Group companies were in an open-ended contractual situation, indicating a growing trend in this regard in recent years.

From a viewpoint by Areas of Action, there was a predominance of the open-ended contract model, being Jess expressive in Distribution and Concessions and Services activities.

As an employer, Teixeira Duarte is recognised in the markets in which it operates for focusing on its "in-house" people, who are given autonomy, and the corresponding responsibility, to develop their careers within the Group.

Also as a result of this attitude, several areas of activity of the Group stand out for being able to retain employees for several years and present high medium antiques. Overall, the Group has an average seniority of 6 years.

Different cultures, habits and working methods tend to creater openness and growth for companies seeking to ensure a working environment where mutual respect and equal opportunities prevail. As at 31 December 2021, employees from 40 different nationalities worked in the Group, highlighting the degree of diversity in Portugal.

6.2. Recruitment, Selection and Retention of People with Potential Talent

Many of the Group's subsidiaries position their markets as employers that offer personal and professional development perspectives to their employees, regardless of their level of experience. The promotion of young employment, with potential talent, and strong professional qualification policies have been particularly important for the Group's expansion into various markets, in which its subsidiaries consistently demonstrate a great capacity to retain national employees in their operations.

In 2021, several Texeira Duarte Group companies continued using the Applicant Tracking System implemented in 2018, allowing them to manage job offers and applicants more efficiently, using a wide search network integrated with job seeking websites.

Along these same lines, mention should also be made to the role of internal recruitment which, based on performance with recognised merit, has given several employees opportunities to develop their careers within the Teixeira Duarte Group.

"BE WELL" PROGRAMME

In 2021, the Teixeira Duarte Group launched an internal programme aimed at encouraging its subsidiaries in Brazil to autonomously develop actions that contribute to the improvement of the organisational climate and increase the well-being of its employees, named "Be Well". By seeking to work on the aspects of health, environment, communities, nutrition, sports and leisure, this programme assists Group companies in the development of actions that are relevant to the quality of life of employees, in any of their fixed and temporary units, in an aligned and more coordinated manner.

The Group monitors the evolution of the percentage of Men and Women belonging to the Group's Senior Management who are responsible for different companies, sectors, business areas, or other organisational structures in 2021, this structure underwent several changes in terms of its constitution. The respective organisational chart as at 31 December 2021 can be found in this report's "Profile" subchapter.

With regard to absenteeism, the different companies in the Group have rates that vary according to the business areas and the countries in which they operate. It is recalled that, in 2020, the vast majority of companies registered an increase in the rate of absenteeism due, on the one hand, to the compliance and applications of the health and government authorities regarding the prevention of Covid-19 in terms of work reorganisation and, from absences directly related to the disease and compliance with quarantine/orophylactic isolation and assistance to the family. However, in 2021, absenteeism generally declined again due to the easing of Covid-19 restrictions. Overall, in the Group's companies, absenteeism was 2.8% in the last financial year.

As at 31 December 2021, 41 people with disabilities or included in the companies owned by Texeira Duate. In Portugal and Brazil, these employees represent 1% of the workforce.

Compliance with International Labour Organisation (ILO) Conventions

The promotion of the fundamental conventional Labour Organisation (ILO) and human rights is enshrined in the Code of Ethics and Conduct of Teixeira Duarte, S.A., which extends to all the entities that form part of its consolidation perimeter.

The Code expresses the commitment of the Group's subsidiaries to recognising the right to association and collective bargaining. Their corporate practices protect labour rights and promote safe and healthy working environments for all workers.

The activities of the Construction, Hospitality, Distribution and Automotive sectors are the Group's most prominent activities in terms of collective labour regulation instruments, collective agreements, collective agreements and company agreements.

This scope is reflected in the number of unionised employees in the markets where these sectors operate. Although it is not possible for the subsidiaries to identify the totality of unionies operating in the Brazilian and Mozambican markets in particular have found a higher percentage of unionised employees. In Brazil, it should be noted that the union contribution was mandatory until 2017.

6.3. Health and safety protection and promotion

Covid-19 disinfection tunnel at Teixeira Duarte - Engineering and Construction site, in Portugal

The corporate vision of the Teixeira Duarte Group has always included a strong human resources management strategy. Its measures aim to improve the quality of life of all those who work for its subsidiaries, in order to optimise the balance between work and personal and family life and promote employee loyalty, regardless of the activity of the companies and the markets in which they operate.

This vision is reflected in the socially responsible attitude of its subsidiary companies with regard to the promotion of health, safety and hygiene at work.

In terms of occupational health, emphasis should be placed on the employee heath monitoring policy, which takes the form of general health examinations, visits to work stations and the monitoring of situations of illness.

Although the same support mechanisms in the field of curative medicine continue to be ensured in the various markets, directly (internal services) and/or indirectly (protocols with private clinics and/or health insurance), since 2020, as the impacts of the Covid-19 pandemic have been reflected in the rate of employee coverage with examinations carried out at Group companies, either due to limitations in conducting face-to-face exams or due to the efforts channelled to prevent and respond to the risks of the pandemic.

Even so, in emergency situations of high severity, such as those experienced in 2021 with the pandemic crisis, the existence of internal curative medicine services allowed an effective monitoring of problematic situations in health matters and, in parallel, improved the response capacity of companies.

Employees are offered the chance to access medical services and drugs that, due to the stuation in some of the Group companies operate, are an essential part of clinical monitoring and access to primary health care by employees. In some situations, this access is through private clinics with which partnerships have been set up, seeking to make health care more effective and less expensive.

In the case of Angola and Mozambique, for example, Group companies have defined a medication policy that includes access to medical consultations for all employees and first-degree relatives.

MALARIA PREVENTION

Awareness action on World Mosquito Day, at the TDA Centre, in Angola

As Malaria is the leading cause of death in Angola, Teixeira Duarte Group companies regularly reinformation and training among their employees with a view to contributing to alower incidence of this disease. In August 2021, on the occasion of World Mosquito Day, various subsidiaries of the Teixeira Duarte Group in this country acted, once again and in different ways, to raise the awareness of their employees on the importance of preventing daily situation of mosquitoes, reinforcing the care to be taken for the prevention and treatment of the disease.

Throughout 2021, the Group companies provided their employees with 1,391 curative consultations and 31,832 complementary diagnostic tests, which represented, compared to 2020, an increase of 12% and 25% respectively.

As its core business originated in the Construction sector, the Teixeira Duarte Group and its subsidiaries have a deeply rooted corporate culture of constant investment in safety and fighting against risks. This commitment includes strict prevention policies, which aim to ensure that the lives of all employees and service providers at all facilities are safeguarded.

WORLD DAY FOR SAFETY AND HEALTH AT WORK

Every year, several Teixeira Duarte Group companies are mobilising to mark the 28th of April, World Occupational Safety and Health Day, with a view to strengthening the awareness of employees and the resilience of their professional risks. In accordance with the theme "Anticipate, prepare and respond to crises - Investing now in resilient occupational health and safety systems", in 2021, actions were carried out with work teams from the most diverse sectors of activities and markets.

Somafel, Portugal

In the cases of Portugal, Brazil, and Mozambique, the good practices of subsidiary companies in the Construction sector, where the risks are higher with regard to the health and safety of employees, are strengthened by the ISO 45001 standards certification in occupational health and safety management systems, providing a more comprehensive and effective management of operational risks and contributing to employee protection and better performance.

In 2021, Teixeira Duarte Group companies in the Construction sector recorded fewer work-related injuries with medical discharge than in recent years, reducing their frequency rate by half. However, in 2021, the Group regrets the occurrence of one fatal took the life of an employee of one of the subsidiaries in this sector in Brazil.

Regarding the severity (number of days lost due to the occurrence of occupational accidents per one million man-hours worked), and although Construction and Real Estate performance worsened in 2021, the levels of all sectors were in the parameters of "Good" and "Very Good", according to the World Health Organisation reference values.

Within the scope of health promotion, several activities are also promoted in Group companies, such as screening, awareness activities and individual and group health training activities.

PREVENTION OF CARDIOVASCULAR DISEASE

During the months of August and September 2021, the Teixeira Duarte Group held several screening sessions aimed at identifying cardiovascular disease risks for employees in all its sectors of activity in Angola. With the technical support of the Angolan Society of Cardiovascular Diseases, aspects such as weight, blood pressure and waist circumference were controlled, and recommendations on health and nutrition were provided. More than 550 employees participated, with an identified incidence of arterial hypertension of around 35%.

Screening at Teixeira Duarte Group facilities in Morro Bento, Angola

YELLOW SEPTEMBER

Several Teixeira Duarte Group companies, namely in Portugal and Brazil, marked Mental Health month in September 2021.

Awareness-raising actions were developed in the companies' fixed and temporary premises, interviews were given to specialists with online broadcasting, among other initiatives.

Awareness action at EMPA construction site in Brazil

Lactation space made available to nursing employees at the Teixeira Duarte Group headquarters in Portugal

In accordance with the legislative provisions in countries where Group companies operate, all employees have the right to protection during parenthood. In the case of Portugal, there is a range of maternity/paternity leave options available to employees, in accordance with the provisions of the Labour Code.

Other employee benefits

Companies forming part of the Teixeira Duarte universe also offer other employee benefits, such as:

a) Health and life insurance

Most Group companies provide health insurance to their employees in accordance with defined criteria, including the possibility of extending insurance to cover their families.

In some subsidiary companies, life insurance is also available in addition to health insurance to ensure protection in situations of personal accidents, death and disability. This insurance is to supplement the apply in each country to social security and labour legislation matters.

Protocols and Partnerships b)

A set of protocols and partnerships with external entities is made available to Group company employees, in various areas, such as telecommunications, barking, insurance companies, educational establishments, car dealerships, allowing employees access to goods and services under more advantageous market conditions.

ACCESS TO INSURANCE WITH SUBSIDISED PRICES IN ANGOLA

In 2021, the Group's automotive companies in Angola established a protocol with a view to their employees an integrated insurance plan with subsidised prices that are not accessible to the general public, including 50% of the auto insurance bonus and 30% of the bonus in health insurance, funeral, personal accidents, housing, among others.

In 2021, the Group promoted, with its companies in Portugal, the adoption of a complementary solution within the scope of partnerships to expand the network of discounts accessible to employees and their families - the "Compras.TD" Portal.

Flexible benefits programme C)

In January 2021, the Teixeira Duarte Group launched a new edition of the programme created in 2019 that offers employees the possibility of accessing a set of benefits for themselves and their families according to their preferences.

Addressed to all employees of the permanent staff of the subsidiaries in Portugal, membership of the programme is voluntary and allows access to advantages, such as reimbursement of health expenses, child vouchers, professional training, acquisition of technology and acquisition of vehicles.

Family Monitoring Policy d)

The Teixeira Duarte Group has a Family Monitoring Policy in place which includes administrative, logistical and financial support with a view to the legalisation, travel and accommodation of family members of employees who are subject to certain criteria and are displaced outside their country.

6.4. Qualification for the expression of talent: development and training

In the universe of Teixeira Duarte Group companies, and over one century of history, a strong culture of ethics, work and merit has always been promoted, widely recognised and systematically applied at all levels.

Given the speed of transformations that characterise today's world, which has been strongly accelerated by the Covid-19 pandemic, along with the volatility, complexity and ambiguity of the contexts in which we live, it is critical that organisations adapt quickly to changes in their environment and stakeholder expectations.

Always guided by the Values of Ingenuity, Truth and Commitment and by the Mission "To Do, contribution of a better world", the Group's companies are aware of their People in their capacity for adaptation and resilience in this increasinaly non-linear world. The development and qualification of employees are therefore essential to direct companies to new growth models and to overcome constant challenges.

Despite the diversity of activities that exist today within the Teixeira Duarte Group and the geographic dispersion across several countries, the Group has developed, and has been evolving, a robust model for the effective transmission of values and practices that constitute its corporate vision with regard to employee development and training. The Group encourages its subsidiaries to pursue the following objectives:

  • To enhance talent within the organisation, attract the most qualified people, develop them and promote their evolution by merit and performance;
  • To foster strong leadership by improving the ability to promote People's performance and alignment with the strategy of the . company;
  • To communicate their organisational identities effectively, creating strong value propositions both internally; w
  • · To build leaning cultures with a strong impact, with growth opportunities for all, separated into different areas of knowledge (technical and non-technical), at different levels (operational, tactical and in different learning formats (in daily work, observing and interacting with others, formal learning through courses in classrooms and online platforms).

SKILLS DEVELOPMENT POLICY

In 2021, the Teixeira Duarte Group's Skills Development Policy was continued acording to the model defined in 2018 and duly adapted, since 2020, to other learning from the circumstances caused by the Covid-19 pandemic. This Policy is based on a matrix that includes a common/cross-company component for all business areas and a specific component. It can therefore be adapted to any sector, market and professional category in which the employee is located.

The business areas, in turn, define, implement and assess the Skills Development Plans (SDP) for their employees. These are continuous training programmes that allow each employee to be trained over time, specifically with a view to updating skills and career progression.

In 2021, the Professional Qualification Committee continued with the continuous support work for transversal processes and with the promotion of key projects in the especially relevant projects was the adoption of a common e-learning platform that aggregated personal and professional development regardless of the physical location of is possible to access online training and information on the "OK – Online Knowledge | Powered by Grupo Teixeira Duarte" platform, on which content developed externally and internally by each Group company can be accessed.

In line with the need for personal and professional development of employees as a privileged way of responding to current and future challenges, the companies included in the consolidation perimeter of Teixeira Duarte, in 2021, an overall average of 24 hours of training per employee (+30% than in 2020), with positive emphasis on the performance of activities in Angola and Brazil in particular, despite the constraints that the Covid-19 pandemic situation imposed on professional training formats.

Employees in practical training at "Maxi" stores in Angola

Qualifying activities, in 2021, covered 58,991 trainees (number of employees who attended an activity) and amounted to 222,205 hours of training volume (total training hours attended by all trainees), which, compared to 2020, represent decreases of 67% and 68% respectively. The growth of these indicators was transversal to the Group's companies in the different markets and reveals their ability to overcome the adaptation needs - in methodologies and formats imposed by the Covid-19 pandemic. To account for these indicators from a geographic point of view, the Teixeira Duarte Group considers the market of the company to which the employee is assigned, and in specific situations, that the employee may be displaced from it.

On the occasion of World Engineering Day for Sustainable Development, which is celebrated annually on March 4, Texeira Duarte -Engenharia e Construções, S.A. promoted a series of podcasts on the "Opportunities and challenges of a more sustainable industry", released during said month on its internal commels, in all markets. With the participation of invited experts, the objective of the initiative was to raise the awareness of the growth strategies based on new policies and legislation with a view to profoundly transforming the economy and society and putting them on a more sustainable path.

In Portugal, Teixeira Duarte - Engenharia e Construções, S.A. maintained its training entification, granted by DGERT - Directorate General of Employment and Labour Relations, which enables the company to provide certified training in several areas including Health and Safety at Work, Civil Construction and Civil Engineering, Metallurgy and Metalwork, among other areas.

SPECIALISED TRAINING IN BIM

With the "Building Information Modelling" (BM) methodology as a pillar to leverage the digital transformation of its sector, Teixeira Duarte - Engenharia e Construções consistently promotes the qualification of employees in BM, including Givil Engineers, Architects, Designers and Preparers. In 2021, more than 60 hours of training were given in this matter by external entities, and the training was adjusted to real cases of the Company in order to prepare trainees for their day-to-day needs.

In October 2021, the Teixeira Duarte Group started a new edition of the Teixeira Duarte Academy Trainee in Portugal. As part of Teixeira Duarte – Engenharia e Construções, S.A. and SOMAFEL – Engenharias, S.A., eight young graduates from various areas of Engineering were selected to join this 9-month programme, with a view to contacting each of the Companies and learning methodologies of work, with the possibility of receiving mentoring from key people in the organisation.

Welcome session for the trainees of the Teixeira Duarte Academy, held on 11 October at the headquarters of the Teixeira Duarte Group, with the presence of the Chairman of the Board of Directors, Dr. Manuel Maria Teixeira Duarte

"FAZER PESCAR"

Main Sustainable Development Goals

Scope

  • Employability
  • Professional Qualification
  • Social Responsibility

Target Group

Young people living in an underprivileged social situation.

Challenge

To take advantage of resources and instruments focused on the training and professional development of employees of different Teixeira Duarte Group subsidiaries, to train the recipients and to give them the opportunity to make a start in the job market.

Description

"Teach a man to fish and you'll feed him for the rest of his life", Lao Tzu

"Fazer Pescar" (Teaching to Fish) is an initiative aimed at creating opportunities for young people, training them to autonomously become a fundamental part of the development of the community of which they form a part. It is an educational programme created in 2013 by the Teixeira Duarte Group in Angola, currently lasting 3 months, which includes a component of social integration, integration into the company and integration at work. Attendance is free and trainees benefit from daily meals, a daily transport allowance, personal accident insurance, uniforms and clothing for individual use, school supplies and reqular medical monitoring. At the end of the course, trainees with positive assessments join companies Group companies.

Sectors/Group companies involved

All sectors operating in Angola.

Impact

  • -38 classes graduated in 15 editions held since 2013 (3 classes in 2021):
  • 485 young people graduated since 2013, with 450 young people being integrated into the Group's companies;
  • As at 31 December 2021, around 160 young people integrated through this programme were working at the Group.

In Brazil, the improvement of procedures and access to training by employees resulting from the adaptations triggered by the Covid-19 pandemic had a very positive influence on the training capacity of the Group's companies. In 2021, activities were carried out that included 22,893 trainees, amounting to a training volume of 90,367 hours, which represent increases of 57% and 97% respectively when compared to 2020. The average number of training hours increased from 18 to 29 hours.

In Brazil, reference is made to two programmes in the fields of professional qualification and youth employment. Texiera Duarte -Engenharia e Construções has for several years been running a training programme for newly graduated professionals, with a minimum duration of 12 months, aimed at developing young people through on-the-job training to enable them to join the future. In 2021, 24 trainees were integrated - the largest number in recent years - with 6 young people being promoted in the company after the internship period and 18 integrated in a follow-up phase between 1 and 2 years. "Young Apprentice" is another important programme, aimed at young people in high school, that included 42 young people in 2021, of whom 3 joined the company. This initiative lasts for 16 months and aims to provide young people with experience in working environments.

ees of the "Fazer Pescar" Programme giving a presentation in the closing session of a course in Angola

EMPA SUPPORTS "CANTEIRO ESCOLA" PROJECT TO TRAIN AND EMPLOY RESIDENTS OF ILHÉUS, BRAZIL

Within the scope of the Porto Sul works, in which EMPA, a Teixeira Duarte Group company, participates, the "School Site" Project was created in 2021. The initiative is from BAMN, the owner of the company, and aims to provide theoretical professional training to the residents of Ilhéus with a view to their training and employability in the area of civil construction.

By the end of the year, 200 new professionals were trained to be absorbed, not only by EMPA, but also by other construction companies in the region.

The classes were provided by SENA teachers, and EMPA was responsible for the operation of the courses (electricity, air conditioning, internet, toilets) and equipment for practical classes.

In addition to the professional qualification component, the "School Site" Project is distinguished as a good practice to promote job creation and address the shortage of local specialised labour.

7. SOCIO-ECONOMIC PERFORMANCE

The activities of the Teixeira Duarte Group's subsidiates, regardless of the sector in which they are an impact on the socioeconomic development of the places where they operate.

In order to enhance its positive impacts and, on the other hand, to mitigate the negative ones, the Group promotes a culture of ethics and quality among its subsidiaries, of commitment to local hiring and the development of local subcontractors and suppliers, and of strengthening their technological capabilities and social responsibility, particularly in developing countries, which contributes to the sustainable development of communities.

In Portugal, Teixeira Duarte - Engenharia e Construções, S.A., is a company certified in social responsibility according to the SA 8000 benchmark.

7.1. Combating corruption and bribery, money laundering and terrorism financing

Corruption and bribery are inherent risks of all economic activities. The tool that guides the management of the Group's subsidiaries in this area is a compliance programme that establishes and procedures based on the Compliance Policy, on the Code of Ethics and Conduct and on Teixeira Duarte's Mission and Values. With greater effectivenes, its aim is to ensure compliance with the law and internal rules, thereby contributing to an effective climate of integrity and ethical culture during the course the activities of Teixeira Duarte Group companies.

The compliance system also ensures compliance and the assessment of the effectiveness of the Code of Ethics and Conduct, according to which employees must act in order to assess and avoid possible conflict of interest situations, as well as to actively or passively prevent any corrupt behaviour, including facilitation payments or gifts, or the creation, maintenance or promise of irregular situations or favours.

Employees shall be obliged to report any information that constitutes misconduct, including those that constitute possible illegal or illicit practices in financial and accounting matters, fraud, corruption and money laundering, as well as any actions related, directly or indirectly, to terrorist entities or those that may target or support terrorist practices.

They are also responsible for ensuring that indirect recipients of this code also do so.

Employees must act in a manner that actively combats possible attempts at money laundering, refusing to participate in any act that as such may be considered, under current legal and regulatory standards, as well as in any attempt, complicity, facilitation or advice to carry it out.

They must also take actions to prevent the business of any Teixeira Duarte Group from being able to supply, collect or hold funds or assets in any way that could be used for financing and supporting criminal activities, specifically terrorists.

The Teixeira Duarte Group's compliance system, applicable to all subsidiary companies, includes the following mechanisms:

  • Financial and non-financial risk assessment processes and internal control procedures, which include due diligence of third parties and senior management, relationships with competitors, confidentiality and conflict of interests, among other aspects;
  • Monitoring the performance of this system, such as internal audits, external audits, investigation of complaints and other compliance breaches, and ongoing training;
  • An Ethics Channel where all employees and third parties must report any irregularities identified in relation to any external or internal requlations, among other measures. The Teixeira Duarte Ethics Channel can receive complaints through:
    • Correspondence addressed to the company at its respective addresses;
    • E-mail message to the address [email protected];
    • Message sent through the Teixeira Duarte website (www.teixeiraduarte.com);
    • Message sent through the Teixeira Duarte Employee Portal.

The practices and procedures for the prevention of money

laundering and terrorist financing, established by Teixeira Duarte Group companies on the different markets, have moved hand-in-hand with the respective changes in legislation. In the specific case of real estate activity, this evolution has been reflected in the strengthening of risk assessment and increased pre-contractual diligence.

Under the Teixeira Duarte Group's compliance system, the appointment of a Chief Compliance Officer stands out in 2021.

7.2. Relations with people and organisations affected by the activities of Group companies

a) Clients

A focus on quality, on continuously improving overall performance and the intention to meet and expectations has led Teixeira Duarte Group companies to commit to the implementation of Quality Management Systems according to the ISO 9001 standard, as a business strengthening and sustainability factor.

Sectors and markets in which Texeira Duate Group companies had implement Systems (ISO 9001), as at 31 December 2021:

  • Construction: Portugal, Brazil and Mozambique
  • Concessions and services: Portugal, Angola, Brazil and Mozambique
  • Real estate: Portugal and Brazil; 0
  • Distribution: Angola. .

Due to the heterogeneous nature of the businesses that make up the Teixeira Duarte Group, it is up to each area to establish its own mechanisms for listening to clients and for receiving complaints, and to assess their levels of satisfaction in accordance with the most appropriate specific criteria.

b) Partners, suppliers and subcontractors

In awareness of the importance of third parties to the Teixeira Duarte Group's activities, the underlying principles of its compliance policy must always be present in the reationship between Texeira Duarte Group companies and its business partners, as well as in the relationship and interactions with public agents.

Teixeira Duarte also encourages its business to adopt compliance systems compatible with the objective of promoting and maintaining an ethical business environment.

In Portugal, Teixeira Duarte - Engenharia e Construções, S.A. underpinned by the SA 8000 Standard that it implemented in Portugal, promotes respect for labour rights and healthy working environments for all workers, and among suppliers and contractors, by demanding compliance with social responsibility requirements, in particular:

  • · Not using or supporting the use of child labour, or forced or compulsory labour;
  • · Providing a safe and healthy environment for doing work;
  • · Not hindering freedom of association and the right to collective bargaining;
  • Not engaging in or supporting discriminatory acts in any form;
  • Not practising or supporting the harsh or inhuman disciplinary practices; .
  • · Acting in compliance with applicable laws and standards of the respective area of activity, in matters relating to working hours;
  • · Remuneration considered adequate for the work effectively performed, always with respect for legal stipulations.

In 2021, 100% of the contracts established by Teixeira Duarte — Engenharia e Construções, S.A. with its suppliers included specific clauses on the requirements to be ensured with responsibility, ethics, integrity and transparency, in line with the Code of Ethics and Conduct of Teixeira Duarte, thus ensuring that the principles referred to therein are disseminated throughout the supply chain.

In the particular case of subcontractors, Group companies which operate in Construction have put specific mandatory contractual provisions in place, in addition to legal provisions, in the areas of occupational health, safety and hygiene, including occupational accident insurance, personal protective equipment, accident rates, training and the prevention and control of alcoholism, among other areas.

RESPONSIBLE SHOPPING

Teixeira Duarte - Engenharia e Constructured the supplier qualification and risk assessment process in order to reinforce sustainability criteria, namely in the environment, social responsibility, health and safety at work and compliance management and, in this way, privilege the hiring of suppliers that apply the best sustainability practices.

Based on the geographic area in which the supplier operates, the type of activity it carries out and the Company's ability to influence it, Teixeira Duarte – Engenharia e Construções, S.A. assesses the potential social risk of suppliers in relation to the expected risk, with highest risk cases being subsequently selected for monitoring. In 2021, 10 supplier inspections were carried out in the group of companies with which Teixeira Duarte - Engenharia e Construções, S.A. maintained supply relationships.

In the Distribution sector in Angola, the subsidiary CND had a programme for suppliers, aimed at supporting agricultural and livestock production activities, job creation and encouraging the formalisation and growth of micro, small and medium-sized enterprises. Through the "Fazenda Maxi" programme, CND establishes partnerships with national producers, supports them and ensures that their production is purchased and high-quality produce available to the population in its stores.

Originally of an agricultural nature, "Fazenda Maxi" is now a programme in the farming together a community of experienced and independent farmers, where the automation of production processes will be the next step.

In 2021, the number of members of the "Fazenda Maxi" Programme rose to 40 producers, expanding the programme's coverage to 11 provinces in Angola. The number of products purchased by CND from this network has been increasing consistently in recent years, having grown 27% from 2020 to 2021.

Presentation and promotion of products originating from the "Fazenda Maxi" programme in a "Maxi" store in Angola

FAZENDA MAXI

Main Sustainable Development Goals

Scope

  • Employability .
  • Inclusive economy
  • Quality and Food Safety
  • Professional Qualification
  • Responsible practices in the value chain

Target Group

Agricultural producers, with an emphasis on small and mediumsized producers.

Consumers in general.

Challenge

Reduce the difficulties in obtaining high-quality agricultural produce for CND's food retail business, at prices accessible to all, in a consistent and sustainable manner, taking advantage of its resources and instruments focused on the training and professional development of workers directly and indirectly related to this activity.

Description

A programme created in 2012 and promoted by CND through its "Maxi" brand, which establishes partnerships with producers, with the aim of developing national production and making the best national agricultural products accessible to the entire population.

The "Fazenda Maxi" (Maxi Farm) programme gives producers the assurance that products are sent to Maxi stores, by collecting them and transporting them. It also provides technical advice throughout the production process, and specialised training with a view to improve the quality and regularity of their production.

The savings obtained by shortening the distribution chain are passed on to the end client.

Under this programme, CND ensures the technical monitoring of producers, supplies, logistics and quality and food safety of products, by assigning the programme a fleet of refrigerated vehicles with a capacity of 8 tonnes, specially developed transport boxes and the operational support of its central structure, including the company's modern distribution centre located in Morro Bento.

Sectors/Group companies involved

Distribution Sector in Angola.

Impact

  • . 3,600 tons purchased in 2021 (+ 1,000 tons than 2020);
  • · In 2021 it represented 67% of the volume of the Fruit & Vegetable category in "Maxi" stores, continuing to contribute to reducing the import rate in the category;
  • 4,500 permanent and seasonal jobs on average per year;
  • Transfer of knowledge and know-how;
  • Strengthening of the technical capacities of producers to make progress towards more sustainable production patterns;
  • Professional development of small agricultural entrepreneurs;
  • Job creation and consequent promotion of the settlement of people in rural areas;
  • . More diversified and high-quality supply of national products.

Also in terms of support to local suppliers, CND in 2021, maintained the "Raizes" Programme. Through the "Dakaza" retail brand specialising in furniture and decoration, the company established partnerships with Angolan artists and craftsmen and promoted contact between them and individual clients, by exhibiting, promoting their articles in the brand's stores and other communication channels. In the fourth year of the initiative, 15 new exhibitions were held and around 5,000 items were sold.

RAÍZES

Main Sustainable Development Goals

Scope

  • Entrepreneurship .
  • Inclusive economy
  • . Strengthening national cultural identity

Target Group

Artists and small and medium-sized national craftspeople.

Consumers in general.

Challenge

To boost the unique factors of CND's specialised retail business by including locally manufactured original articles, integrating national artists and craftspeople into organised retail.

Description

A programme created in 2018 and promoted by the CND through its "Dakaza" brand, which establishes partnerships with Angolan artists and craftspeople, aimed at promoting the creativity, innovation and entrepreneurship of national creators.

The "Raízes" (Roots) Programme makes it possible for Dakaza's clients to purchase national artwork and crafts.

Support for communities c)

Artisans and craftsmen are given spaces in the brand's stores to exhibit articles and run demonstrations and workshops with the participation of clients. "Dakaza" also promotes the reputation of creators in addition to selling their articles.

Sectors/Group companies involved

Distribution Sector in Angola.

Impact

  • 55 artists and/or exhibitions promoted since 2018 (15 held in 2021);
  • ·
  • 28,000 visitors impacted, on average, per year;
  • · More diverse range of national products.

The Group's mission and values, particularly the "Commitment" value, reflect Texeira Duarte's concern for Social Responsibility. This is also reinforced by the principles and rules laid down in the Code of Ethics and Conduct, which particularly applies to human capital, and by the sustainability vision and model that states the intention of contributing to the development of communities.

Under its support for social projects and social soldarity organisations, it should be noted that Teixeira to adopt an institutionalised position through initiatives that are neither exclusive nor centralised in decisions but rather involve all the employees in direct actions.

It was for this purpose that the "Todos Damos" Programme was promoted for the first time in 2015, a people-orient allows companies in this Group to reinforce the donations that to make to projects and institutions of social solidarity that support people.

Texeira Duarte provides an annual amount for this purpose, and employees choose the institutions they want to support and, as a result, the Group companies donate twice the amount donated by them, thus tripling the donation delivered to the institutions.

In 2021, 64 applications were granted, involving employees from 15 companies of the Group in Portugal, Angola and Brazil.

A total of €59,103.00 was collected from employee donations from Teixeira Duarte Group companies, distributed to 40 institutions.

TODOS DAMOS

Main Sustainable Development Goals

Scope

Social Responsibility .

Target Group

Employees

Social institutions that support people in markets where Teixeira Duarte Group companies operate.

Challenge

Support social solidarity projects and institutions through initiatives that involve employees in direct action that is neither exclusive nor centralised in a decision by the Board of Directors.

Description

The "Todos Damos" (We All Give) Programme is an annual Social Responsibility programme created in 2015 by the Teixeira Duarte Group, which allows Group companies to reinforce the donations that their employees intend to make to projects and social solidarity institutions that support people.

Teixeira Duarte provides an annual amount for this purpose, and employees choose the institutions they want to support. The company donates twice the amount donated by employees, thus tripling the value of the donation received by the institutions.

Any employee of the Group's companies can apply for the Programme, indicating a social institution based in a country where the Group operates to which he or she wishes to contribute or has already contributed with a donation.

The "Todos Damos" Programme for 2021 was run between 1 January and 31 December 2021. The total budget for the programme amounted to €150,000.00, including the maximum donations from employees and companies.

Sectors/Group companies involved

All companies included in the consolidation perimeter of Teixeira Duarte can join the Programme.

Impact

  • · 64 applications in 2021 (+ 8 than in 2020);
  • 40 institutions supported in Portugal, Angola, Brazil and Mozambique in 2021 (- 1 than in 2020);
  • €59,103.00 were raised in 2021 (- €18,782.00 than in 2020) from donations by employees and donations by Teixeira Duarte Group companies.

Institutions supported financially through employee applications under the "Todos Damos" Programme are sometimes identified for other types of support by the subsidiaries of product raising actions from their employees, including food, clothing, books, toys, among others.

ACOSIDA ASSOCIATION (MOZAMBIQUE)

In 2021, the AIDS Orphan Children Support Association, in Mozambique, was supported by offering goods by employees of the Group's companies in this country, after being identified, in 2020, through the "We All Give" Programme. During the year, there were campaigns to collect goods on the occasion of International Children's Day (toys and clothing), International Literacy Day (books) and Christmas (food).

In Angola, the "MaxiSaúde" (Maxi Health) Programme, launched in 2016 by the company CND, which aims to promote the health of the population through awareness, prevention, screening and treatment actions in the "Max" stores, has been suspended since 2020 due to the pandemic situation that has started.

ROAD ACCIDENT PREVENTION ANNUAL AWARENESS CAMPAIGN

In 2021, TDA, a subsidiary of the Teixeira Duarte Group that operates in the automotive sector in Angola, continued its awareness programme for the prevention of road accidents. As road accidents are the second largest cause of death in Angola, one of the main parts of TDA's corporate responsibility is road safety. The campaign, which will continue in 2022, includes training for employees and internal and external information, namely through the social media of TDA and the brands it represents.

Despite the constraints imposed by health regulations to combat the Covid-19 pandemic, various companies kept the "Dar Vida" Programme in operation in 2021. Created by the Group's Construction sector in Angola in 2019, the Programme aims to encourage regular voluntary blood donation by employees, thereby contributing to increase the amount of blood held by partner health institutions.

In 2021, in partnership with the National Blood Institute and the "Sagrada Esperança" Clinic, 12 blood collection actions were carried out within the Group companies in Angola, which brought together 175 volunteer employees.

Also this year, and according to the Teixeira Duarte Group, the "Dar Vida" Programme was extended to Mozambique, where various subsidiaries were able to implement blood collection actions that mobilised 88 volunteer employees.

Thus, in 2021, employees from these countries made 260 blood donations, which, considering that each donation can help save up to 3 lives, made it possible to help save the lives of nearly 800 people.

DAR VIDA

Main Sustainable Development Goals

Scope

  • Public Health
  • Information
  • Social Responsibility

Target Group

Employees

Health institutions

Challenge

To contribute to the improvement of the voluntary blood donation system that allows universal access to timely supplies of safe, quality assured blood and blood components. In countries where the Group operates, such as Angola and Mozambique, the percentage of voluntary blood donations is quite low, so many employees are directly or indirectly faced with this potential unavailability of blood at some point in their lives.

Description

Social responsibility programme created in 2019 in Angola by the Group's Construction sector and currently promoted by several subsidiaries in Angola and Mozambique. It aims to encourage the regular voluntary blood donation of employees, contributing to the increase of the blood reserve in the health system. It aims to encourage employees to donate blood voluntarily on a regular basis to contribute to increasing blood reserves in the health system. By making its employees aware of the importance of voluntary blood donation and providing conditions for donations to be made, through technical partnerships, the Group aims to contribute to reducing the current shortage of blood stocks in health institutions and stimulate a greater sense of solidarity with employees and their personal lives.

7.3. Investigation, Development and Innovation (IDI)

With the aim of promoting innovative solutions, fostering synergies and stimulation agents, the Teixeira Duare Group established, in 2021, an Innovation Committee involving Management and representatives of its business areas and corporate areas. This team works to:

  • · Promote innovation within the Teixeira Duarte Group;
  • Motivate business and develop a culture of innovation;
  • Introduce methodologies, management tools and best practices between business and the market;
  • · Measure, analyse and disseminate the innovation activity within the Teixeira Duarte Group;
  • · Help transform ideas into real results with practical application;

Sectors/Group companies involved

Various sectors in Angola and Mozambique.

Impact

  • · 15 collection actions carried out in Angola since 2019 (12 in 2021) totalling 227 blood donations from employees;
  • 2 collection actions carried out in Mozambique in 2021 that totalled 88 blood donations from employees;
  • On average, 450ml of blood are collected from each . donation, which can help save the lives of up to 3 people;
  • Since the beginning of the Programme, blood samples have been collected in these two countries, that made it possible to help save the lives of about 1,000 people;
  • Closer relationships with health institutions.

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Pilot project: Campo Grande Viaducts in Lisbon

Pilot project: D. Luís Building in Lisbon

Pillar assembly scheme in the Campo Grande Viaducts project, in Lisbon

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-

"OMICRON" Project

"OMICRON" is a European project funded by Horizon 2020, under the scope of Mobility for Growth applications, with a duration of 42 months, in which Teixeira Duarte - Engenharia e Construções, S.A. participates with another 15 partners from 7 European countries. This project aims to develop innovative solutions for the maintenance and regeneration of road infrastructure, using more automated and optimised solutions through robotic technologies and smart decision-making support tools.

Teixeira Duarte is responsible for coordinating the main demonstrator of the project that aims to develop modular solutions for constructing overpasses (for highway widening stuations, fauna crossings and the replacement of existing ones), in a fast, safe and sustainable way. The company Armando Rito is also involved in the Portuguese team, by indication of Teixeira will also participate as a stakeholder, providing access, signage, and safety during the tests to be performed on the demonstrator.

The financing €268,500.00 is a 100% grant, with being awarded to Teixeira Duarte.

SHELTER Project - Structural Hyper-resisting Element for Life Threatening Earthquake Risk

This project began in 2019 and remains ongoing 2021. The aim is to develop an innovative product that is unique in that can be installed in a central location of any apartment, at very low cost, and will save the lives of the event of a strong earthquake.

It is a 1.1 million euro project co-developed by "Instituto Superior Técnico" (Higher Technical Institute - IST), financed by the Portugal 2020 Programme, with a total duration of 3 years. The part of Teixeira Duarte - Engenharia e Construções, S.A., the Metalworking areas, in the development of prototypes, and of Buildings, in the construction of partial models of masony buildings. External participants are the National Civil Engineering LAEG), for seismic table testing, IADE - European University for the design and architectural integration of the shelter, and SPI, for provision of services.

UV-C RADIATION DISINFECTION SOLUTIONS

Given the needs of clients, especially in the hospital area, and which, due to the Covid-19 pandemic, have become widespread in other sectors of activity, TDGI has been developing different disinfection solutions based on ultraviolet light. UV-Cradiation is a wellknown surface and environment disininates 99.9% of viruses, bacteria and other microorganisms, including viruses of the Coronavirus family, automatically, safely and effectively, leaving spaces sterilised and disinfected. TDGI offers engineering services for the installation of fixed disinfection solutions and, more recently, its own mobile solutions, whose European certification was obtained in 2021.

UV-C radiation disinfection robot

a) Intellectual Property

In order to guarantee the protection of all intellectual property rights generated through Research, Development and Innovation activities, Teixeira Duarte - Engenharia e Construções, S.A. has been granted several patents in Portugal, with an emphasis on the following pioneering systems and methods:

  • · An incrementally progressing bridge and/or viaduct deck assembly system, resting on the temporary support beams on the abutment and sliding on plastic material;
  • · A method for protecting the attachment of rubber gutters to the expansion joints of bridges/viaducts and their assembly;
  • · Scaffolding suspended by funicular cables of a suspended bridge, fitted with equipment to allow it to move between the brackets on the hanging cables of the aforementioned bridge.

No new invention patents were submitted for registration during the 2021 financial year.

With regard to brands, the Teixeira Duarte Group has a vast number of protected trademarks for exclusive use in several countries. Since 2017, these companies have amassed over 500 trademarks.

b) Contribution to the regulatory activity of the Construction sector

For the companies, contributing to the standardisation of sectors of activity constitutes a way of setting them apart from the competition, as it prioritises the development of activities in accordance with national and international standards.

In this context, it should be highlighted that, in 2021, Teixeira e Construções continued participating in work groups of the European Federation of Foundation Contractors (EFFC) and CO2 Foundations – Geotechnical Carbon Calculator aimed at calculating the carbon footpint of geotechnical work, as well as the Technical Working Group (TWG), which is aimed at cooperation and the development of guidelines and standards for the execution of geotechnical works.

Teixeira Duarte - Engenharia e Construções in the standardisation activities of the Portuguese Technical Commission for Standardisation CT156 - Geotechnics in Civil Engineering, chairing the technical body responsible for issuing normative opinions and translating European standards from CEN and ISO in the field of Geotechnical Structures Testing and Execution of Special Geotechnical Works, also integrating the ISO Technical Committee TC182, responsible for the preparation of ISO 22477-2 Geotechnical investigation and testing of geotechnical structures - Part 2: Testing of piles: Static tension load testing and ISO 22477-6 Geotechnical investigation and testing of geotechnical structures - Part 6: Testing of soil nails and rock bolts.

c) Partnerships with scientific and technological system entities in the Construction sector

In the sector in which it operates, Teixeira Duarte - Engenharia e Construções also promotes technological innovation and development by carrying out Research, Development and Innovation activities in partnership with institutions from the scientific and technological system and with other similar companies.

Main partnerships in Portugal:

PTPC - Portuguese Technological Platform for Construction

Plataforma Tecnológica

Portuguesada Construção

PTPC brings together companies, designers, universities, public entities and other entities of the National Scientific and Technological System (SCTN), with the mission of encouraging reflection on the Construction sector, implementing Research. Development and Innovation initiatives and projects, contributing to boosting their respective competitiveness in the general framework of the economy and promoting cooperation between stakeholders in the Construction and Public works sector, and related sectors.

Teixeira Duarte - Engenharia e Construções, S.A. has held the Chair of PTPC since the date that it was set up in 2011.

AEC Cluster - Architecture, Engineering and Construction

Established in 2016, the AEC Cluster is managed by PTPC. Its objectives are to act in the economic sector of Architecture, Engineering and Construction and within its effective ranks or value chain, promoting the achievement of high levels of innovation, technological development and competitive capacity, cooperation and networking, and the promotion of the internationalisation of the cluster, specifically through participation in international networks.

Built CoLAB - Collaborative Laboratory for the Built Environment of the Future

In 2020, the PTPC saw its application approved for a Collaborative Laboratory that is intended to provide services, by highly qualified human resources, that promote the development of cooperative or internal business skills. The overall value of the 5-year nonrepayable grant is 3.4 million euros.

The following business skills development areas are eligible, under the scope of this Collaborative Laboratory:

  • Productivity and Competitiveness;
  • Digital Transformation;
  • Smart Buildings and Infrastructure; .
  • Sustainable and Resilient Buildings and Infrastructure.

In 2021, Built CoLab had in its portfolio several projects relevant from the sustainability of the sector, such as the "PaqGreen" project, "Towards Green Construction Facility", "Circular Buildings", "Future of Construction", among others.

Teixeira Duarte - Engenharia e Construções, S.A. holds the Presidency of Built CoLAB's Board of Directors.

The Portuguese Structures Engineering Association (PSEA), which is the Portuguese group of the International Association for Bridge & Structural Engineering (IABSE)

Teixeira Duarte - Engenharia e Construções, S.A., through PTPC, participates in this association that aims to develop and promote structural engineering at an international level. It is in charge of the organisation of major international congresses and conferences.

Teixeira Duarte - Engenharia e Construções, S.A. has also established protocols with the following entities in the national scientific and technological system: Faculty of Engineering of Porto (FEUP), Higher Technical Institute (IST), the National Civil Engineering Laboratory (LNEC) and Minho University (UM).

Main international partnerships:

ENCORD - European Network of Construction for Research and Development

Teixeira Duarte - Engenharia e Construções, S.A. was accepted into ENCORD in 2014. ENCORD is the contact association with the European Commission for innovation in construction, and oversees the activity of the ECTP - European Construction Technology Platform. The largest Construction companies in Europe that promote innovation and competitiveness all participate in ENCORD.

Teixeira Duarte - Engenharia e Construções, S.A. is a member of the Strategic Council of ENCORD and participates in the "Foresignt" group, among others.

ECTP - European Construction Technology Platform

ECTP is an association similar to PTPC but with more of a European scope. As Chairman of the PTPC. Teixeira Duarte - Engenharia e Construções, S.A. sits on the Steering Committee of the ECTP, in the Vision Group and the Heritage and Regeneration Working Group.

8. ENVIRONMENTAL MANAGEMENT

The management of environmental aspects within the Teixeira Duarte Group is directly related to the environmental impacts of the activities of its subsidiaries and to the environmental performance of the buildings and infrastructures they construct and often maintain for their clients, specifically in the Construction and Real estate sector.

In this context, we highlight the obligation to comply with applicable legal requirements associated with the identified environmental aspects, as well as minimental impacts resulting from their activity in the various business areas, in order to guarantee sustained development of the Company's activities.

Within the scope of the Code of Ethics and Conduct, which extends to all entities within its consolidation perimeter and the scope of management, the Group states environmental preservation and friendliness must be essential principles of subsidiaries. These principles must also be transmitted to the indirect recipients of this instrument.

WORLD ENVIRONMENT DAY

Every year, Teixeira Duarte Group companies promote multiple initiatives aimed at strengthening the awareness of employees about the role of each one in action on the environment June 5, World Environment Day, is a milestone that within the scope of this objective. In 2021, various activities were carried out in various markets seeking, once again, to increase employees' awareness of the importance of preserving natural resources and encouraging them to concentrate efforts around pressing environmental issues.

Teixeira Duarte - Engenharia e Construções, Brazil

EPOS, Portugal

Given the wide range of activities of these companies, as well as the fact that their best known activity - Construction - is subject to strong fluctuations in the impacts it causes, depending on the works in progress (type, quantity and phase) - which limits the annual comparability of data -, the choice of a panel of indicators and an appropriate reporting approach to reflect the performance of Group's various activities is partially impaired.

8.1. Environmental Management Systems

The cross-company principles of environmental actions taken by empanies, enshrined in the Code of Ethics and Conduct, can be seen in several of these companies, through the adoption of environment systems that allow the effective management of environmental risks and contribute to the objectives of the areas of activity.

ISO 14001 is a world benchmark for environment systems, and several Teixeira Duarte Group companies use it to support their practices with a view to continuously improving their environmental performating specific processes to identify and manage the main environmental risks.

Several companies in the Construction and Facilities Management sector had, in 2021, environmental management systems certified according to the ISO 14001 standard, in different countries:

  • · Construction: Portugal (Teixeira Duarte Engenharia e Construções, S.A., EPOS, Somafel) and Brazil (Teixeira Duarte Engenharia e Construções, S.A., EMPA);
  • Concessions and Services: Portugal (TDGI) and Angola (TDGI).

ENVIRONMENTAL RESPONSIBILITY IN THE WORKS FOR ACCESS TO THE SOUTH PORT IN BRAZIL

The contracts developed by EMPA, in Brazil, for the implementation of the Porto Sul Project, located on the north coast of Ilhéus - Bahia, constituted, in 2021, an important case study in the field of environmental responsibility in the Construction sector. EMPA's activities included the implementation of various programmes aimed, among others, at controlling erosion and silting and environmental suppression, with a view to preserving the ecosystems of the areas where the structures are installed.

These environmental programmes determined technical procedures based on the qualitative and quantitative characterisation of the areas, seeking to ensure, for example, the economic use of commercially valuable firewood and wood contained in plant biomass and the targeting of the migration of terrestrial fauna to the remaining forest areas before the implementation of the project, thus reducing the mortality and stress caused by the handling of animals during rescue.

In the remaining realities of the Group companies, the parameterised and safeguarded environmental risks are indexed to the legal aspects and, where applicable, to contractual requirements. From the point of view of operational efficiency, measures and investments are also implemented that are reflected in gains nonergy consumption, material consumption, waste management, among others.

As an example, and with regard to the environmental sustainability of the goods supply chain in the Construction sector, in 2021, the identification of relevant indicators applicable to suppliers of materials continued. Of particular note is the steel bar category for the production of reinforcement, due to the fact that it has more than 80% of the supplies provided by manufacturers that have implemented an environmental management system.

CERTIFIED PRODUCTION OF METAL STRUCTURES

In 2021, Teixeira Duarte — Engenharia e Construções, S.A. maintained its certification in the scope of the production of metal structures according to the EN 1090-1 standard contains the technical requirements for the execution of structures and forms the basis for the CE marking. It should be noted that, in this exercise, the Company achieved Execution Class EXC4, which constitutes the highest level of Factory Production Control Certification under this standard.

8.2. Provisions and financial guarantees for environmental risks

In the normal course of their activities, Group companies operating in the construction sector and in supplementary areas are exposed to environmental risks. In this regard, it should be noted that, in order to comply with the scope of liability for environmental damage, resulting from Decree-Law 1472008 and subsequent amendments, the Teixeira Duarte Group companies covered by this legislation chose, in Portugal, to constitute guarantees amounting to €96,812.00 as at 31 December 2021, an amount that remained unchanged from the previous year.

It is therefore considered that the risk of the occurrence of any environmental damage caused by the activities of these companies is duly covered.

8.3. Energy

With operational efficiency as a focus, particularly within environmentally certified companies, in which efficiency is added to the continuous quest for improved environmente, the Texeira Duarte Group's subsidiary companies have taken action with a view to minimising energy consumption and, consequently, greenhouse gas emissions.

Rationalisation measures have been implemented to reduce the specific consumption per user inside of the companies, specifically in offices and operational centres, including raising awareness among employees of the regulated use of energy and best practices to take into account.

Likewise, increasingly efficient energy solutions are chosen in the real estate activity of the Group companies, aimed at optimising consumption during the project operation phases.

TDGI PROMOTES ENERGY EFFICIENCY AMONG CLIENTS

Through its area of "Analysis and Energy Solutions", TDGI offers its clients services that allow the reduction of energy consumption in their facilities, with the consequent reduction of greenhouse gas emissions.

In 2021, the measures proposed to TDGI clients in this area represented a potential energy savings of around 3,000,000 KWhyear, equivalent to a reduction of almost 1,000 tons CCelyer, values that have become increasingly significant along with the evolution of technologies of audit and of energy efficiency solutions available on the market.

8.4. Water resources

Under the scope of environmental management systems, several Teixeira Duarte Group companies assess the environmental impacts resulting from the use of water resources, and strive to reduce consumption and minimise the pollution load discharged into the soil or water.

During the course of construction activities caried out by subsidiary companies can be consumed from various sources - public supply network, groundwater collection, tanks supplied from outside and packaged - and this consumption is subject to significant fluctuations depending on the type, quantity and phase of each project. In construction activities, it is common practice to reuse water for parallel activities such as irrigation/sprinkling dusty surfaces, washing wheels at the exit, and washing cement mixers, among other uses. This theme is widely disseminated in training actions among work teams, with the aim of eliminating the resources available onsite. Even so, the majority of the water onsumed comes from the supply network.

Activities that normally take place along water courses are subject to monitoring of surface water resources for the purpose of identifying any quantitative or qualitative change. At the same time, water intakes and discharges into the soil or water er there is a potential for an environmental impact.

In the development of projects of the Group's real estate companies, the concern is increasingly rooted in the choice of equipment that allows the reduction of water consumption and that provides more efficient consumption throughout their life cycle.

Awarenss action on the preservation of water resurces of World Water Day, in 2021, by Teixeira Duate - Engineering and Construction in Mozambique

8.5. Consumption of Materials

The consumption of materials in the construction sector is also directly related to the quantity, size and type of projects that are carried out. Concrete, cement and aggregates stand out among the most-used raw materials in this sector.

CONCRETE AND AGGREGATES LABORATORY IN PORTUGAL

Teixeira Duarte - Engenharia e Construções, S.A. runs a Materials Laboratory in Portugal with the aim of providing support for the manufacturing and control of concrete to be used for its projects. Accredited by the Portuguese Quality Institute (PQ) since 1996, and as one of the first laboratories in the country to obtain this accreditation in the field of concrete and aggregates, in 2021 the Materials Laboratory maintained its accreditation under the NP EN ISO/IEC17025 Standard.

In 2021, the Teixeira Duarte Group continued its digital process transformation strategy, consolidating several projects it has implemented in the last two years, and developing new instruments aimed at dematerialising processes and, consequently, reducing the consumption of role in the various fixed and temporary installations of their companies.

8.6. Noise

Noise during construction activity can be an environmental and social risk during some phases and types of work. The loudest activities carried out close to sensitive receivers are planned such as to minimise their respective impact - whenever possible, noisy activities are planned to be carried out during daytime periods, and not on Saturdays. If this is not all possible, a special noise license is requested to carry them out.

Concern about noise in projects with close sources of high noise is evident in the scope of the real estate activity. In these cases, designs are drawn up to ensure that the lowest amount of noise is transmitted to the interior of the buildings.

8.7. Emissions

Whether in offices, operating facilities or in the supply chain, Teixeira Duarte Group companies work to reduce their ecological footprint by reducing CO2e emissions and inherent to their activities.

In 2021, in Portugal, 95% of the purchases of Teixeira Duarte - Engenharia e Construções, S.A. were made from suppliers in Portugal, reducing their environmental impacts, resulting from shorter distances covered in transport and consequently lower OQe emissions.

As part of the scope of its environmental management certification, Teixeira Duarte - Engenharia e Construções, S.A. collects data on CO2e emissions in Portugal, Brazil and Angola, where it is possible to extrapolate the rest of its operations. Emissions are calculated based on two major sources: business travel in the Company (plane, train and car) and sumption (electricity, gaseous and liquid fuels).

The energy source with the greatest weight in emissions produced by Teixeira Duarte - Engenharia e Construções, S.A. is liquid fossil fuel, used to carry out the projects.

As regards CO2e emissions from travel related to the operation of real estate developments, the Texeira Duarte Group companies are committed to innovative mobility solutions, specifically through the use of networks of partners and dialogue with local authorities.

8.8. Waste

Action carried out by volunteer employees of Teixeira Duarte – Engineering and Construction for beach cleaning in Luanda, Angola

Waste production is one of the most significant environmental aspects in the Construction sector. The Teixeira Duarte Group companies have run awareness and training campaigns in recent years, with the aim of promoting waste segregation and its consequential recovery. These campaigns are not only targeted at the Group's employees, but also at all stakeholders and waste management participants, specifically subcontractors and suppliers.

When it is not possible to guarantee recycling and/or recovery, the waste is sent to duly authorised and licensed sites within the framework of the situation of each geographic area.

LAGOAS PARK HOTEL RECOGNISED WITH ENVIRONMENTAL SUSTAINABILITY SEAL FOR THE 2ND CONSECUTIVE YEAR

In 2021, Lagoas Park Hotel, a hotel belonging to the Teixeira Duarte Group, located in Oeiras, was once again recognised by the Portuguese Hospitality Association (AHP) with the "We Care" seal, under this unit's adherence to the HOSPES Programme.

The seal "We Care" recognises the implementation of good practices, specifically the collection, treatment and recycling of various types of hotel waste.

8.9. Environmental research partnerships

In 2021, Teixeira Duarte - Engenharia e Construções continued to participate in the European Federation of Foundation Contractors (EFFC) for providing a tool that calculates CO2 emissions from foundation and geotechnical work: the "CQz Foundations - Geotechnical Carbon Calculator". This is the first standardised tool for calculating CC2 emissions for these types of projects, allowing the comparison of different technical approaches to their respective CO2 emissions. In addition, it can be used throughout the development of a project to compare actual and planned performance.

8.10. European Taxonomy

With the approval of Regulation (EU) 2020/852 on 22 June 2020 - Taxonomy Regulation - companies subject to the obligation to publish a consolidated non-financial statement pursuant to Decree-Law 89/2017 of 28 July, now have to disclose the proportion of turnover, capital expenditures (CapEx) and operationes (OpEx) that derive from environmentally sustainable economic activities. This Regulation seeks to direct investments towards sustainable projects and activities, contributing to the European Green Deal as part of the EU's response to climate and environmental challenges.

For each economic activity considered within the scope of the technical assessment criteria specify the enviromental performance requirements that ensure that the activity contributes substantially to the environmental objective in question and that, at the same time, it does not significantly harm any of the remaining environmental objectives. The technical assessment criteria for two of the six environmental objectives - climate change mitigation to climate change - were published in December 2021, in Annexes I and II of Delegated Regulation (EU) 2021/2139, and are applicable from January 2022. The publication of the technical criteria relating to the other environmental objectives is scheduled for 2022.

The requirement for organisations to disclose the Taxonomy is gradual. During the year of 2022, organisations must first disclose, for the financial year of 2021, the eligibility of the two climate goals. An activity is considered eligible when it is included in the activities listed in the Taxonomy, regardless of its alignment with the technical evaluation to eligibility, the disclosure of this alignment of activities with Taxonomy is required.

In this context, Teixeira Duarte publishes its first exercise within the scope of the reporting requirements defined in Article 8 of the Taxonomy Regulation.

Eligibility 8.10.1.

For the eligibility analysis of the Group companies, Teixeira Duarte relied on the Taxonomy Regulation, in particular, on Annexes I and II of Delegated Regulation (EU) 2021/2139. In this context, it is important to note that, due to the dynamic characteristics of the European Taxonomy, the assessment caried out by Teixeira Duarte in future years may be subject to variations, in accordance with the guidelines of the Regulation.

In methodological terms, Teixeira Duarte began the exercise of implementing the Taxonomy with the mapping of the eligible and ineligible economic activities of the companies in its consolidation perimeter. From this mapping, the following eligible activities in the Construction, Concessions and Services and Real Estate sectors were identified:

Objectives
Elegible Activities Climate Change
Mitigation
Climate Change
Adaptation
5.2 Renew al of w ater collection, treatment and supply systems >
5.3 Construction, extension and operation of w aste w ater collection and treatment >
6.14 Infrastructure for rail transport >
6.15 Infrastructure enabling road transport and public transport
7.1 Construction of new buildings
7.2 Renovation of existing buildings >
7.3 Installation, maintenance and repair of energy efficiency equipment >
7.4 Installation, maintenance and repair of charging stations for electric vehicles in buildings (and
parking spaces attached to buildings)
>
7.5 Installation, maintenance and repair of instruments and devices for measuring, regulation and
controlling energy performance of buildings
>
7.6 Installation, maintenance and repair of renew able energy technologies >
9.3 Professional services related to energy performance of buildings >
11 Fducation

8.10.2. Key Performance Indicators (KPI)

For 2021, the proportion of the Group's eligible economic activities for the Taxonomy, based on the consolidated total of its turnover, capital expenditures and operational expenditures, is as follows:

Taxonomy
Total elegible activities Taxonomy Taxonomy non-
(Thousand (Thousand eligible activities eligible activities
KPI euros) euros) (%) (%)
Turnover 539 236 305 757 57% 43%
Capital Expenditures (CapEx) 65 092 48 545 75% 25%
Operational Expenditures (OpEx) 30 714 9 776 32% 68%

KPI Turnover

For the calculation of the proportion of eligible turnover, Texeira Duarte consolidated revenues related to the eligible activities (numerator). Regarding the denominator of the consolidated turnover was considered, presented in more detail in Note 8 of the Financial Statements.

KPI CapEx

The CapEx KPI (capital expenditures) is defined as the percentage of the Teixeira Duarte Group companies, in reference to the eligible taxonomic activities. It is important to note that the CapEx eligible for Taxonomy of investments related to the acquisition and ownership of buildings. The denominator includes additions to tangible and investment property during the fiscal year of 2021, before depreciation and possible new valuations, including those resulting from revaluations and impairments, corresponding to the year in question, excluding changes in fair value. Additions to tangible assets, and investment property resulting from business combinations are also included.

KPI OpEx

The OpEx KPI (operational expenditures) is defined as the Texeira Duarte Group companies, according to the definition mentioned in the Taxonomy, in reference to the eligible taxonomic activities. Of the total operational costs for 2021 (395.1 million euros), the OpEx denominator, as specified in the Regulation, represents 7.8% (30.7 million euros). For the OpEx denominator, all direct costs of the Group related to maintenance and short-term leasing costs were considered, whose accounting accounts at the consolidated level are aligned with the Taxonomy. For the calculation of the numerator, all denominator costs related to the eligible activities were considered.

TABLE OF CORRESPONDENCES WITH GRI STANDARDS: CORE OPTION

Standard Indicator Response Location SDGs
GRI 102 - GENERAL DISCLOSURES: 2016
ORGANISATIONAL PROFILE
102-1 Name of the
organisation.
Teixeira Duarte, S.A.
102-2 Main activities, brands,
products and services.
See Management Report of the Board of Directors. Chapter I.1 "Profile" Page 12
102-3 Location of the
organisation's headquarters.
Lagoas Park, Edificio 2, 2740-265 Porto Salvo. Portugal
102-4 Location of operations. See Management Report of the Board of Directors. Chapter I.1 "Profile" Page 12
102-5 Ownership and legal
form.
Teixeira Duarte, S.A. is a public company, with head office at Lagoas
Park, Edifício 2, 2740-265 Porto Salvo, registered at the Commercial
Registry Office of Cascais (Oeiras). Teixeira Duarte, S.A. is listed on the
Lisbon Stock Exchange (Euronext Lisbon)
102-6 Markets served. See Management Report of the Board of Directors. Chapter I.1 "Profile" Page 12
102-7 Scale of the
organisation.
See Management Report of the Board of Directors. Chapter I.1 "Profile" Page 12 8
102-8 Information on
employees and other
workers.
See Management Report of the Board of Directors. Chapter III. "6.1.
Human Resources in 2021"
Page 37
10
102-9 Supply chain. Teixeira Duarte, S.A.'s perimeter includes companies operating in 6
sectors of activity with supply chains that differ significantly
102-10 Significant changes
to the organisation and its
supply chain.
See Corporate Governance Report, C. "Internal Organisation", III. 53
"Identification and description of the main types of risks (economic,
financial and legal) to which the company is exposed in the course of its
business"
Page 164
102-11 Precautionary
Principle or approach.
See Corporate Governance Report, C. "Internal Organisation", III.
"Internal Control and Risk Management"
Page 162
102-12 External initiatives. See Management Report of the Board of Directors. Chapter III. "7.3.
Investigation, Development and Innovation (IDI)"
Page 57
102-13 Membership of
associations.
See Management Report of the Board of Directors. Chapter III. "7.3.
Investigation, Development and Innovation (IDI)"
Page 57
STRATEGY AND ANALYSIS
102-14 Statement from
senior decision-maker.
See Management Report of the Board of Directors. Chapter 1.2.
Message of the Chairman of the Board of Directors
Page 20
102-15 Key impacts, risks,
and opportunities.
See Management Report of the Board of Directors. Chapter 1.4 Risk
Management
Page 22
ETHICS AND INTEGRITY
102-16 Values, principles,
standards, and norms of
behaviour.
See Management Report of the Board of Directors. Chapter I. "Profile
Chapter 1.1"Mission and Values" and "Code of Ethics and Conduct".
Chapter III. "5. Ethics and Conduct" and "7.1. Fighting Corruption and
Bribery, Money Laundering and Terrorist Financing"
Page 18
Pages 36
and 50
16
102-17 Mechanisms for
advice and concerns about
ethics.
See Management Report of the Board of Directors. Chapter III "7.1.
Fighting Corruption and Bribery, Money Laundering and Terrorist
Financing"
Page 50 16
GOVERNANCE
Standard Indicator Response Location SDGs
102-18 Governance
structure.
See Corporate Governance Report, B. "Governing Bodies and
Commissions"
Page 143
102-19 Delegating authority. See Corporate Governance Report, B. "Governing Bodies and
Commissions"
Page 143
102-20 Executive-level
responsibility for economic,
environmental, and social
topics
See Corporate Governance Report, B. "Governing Bodies and
Commissions"
Page 143
102-21 Consulting
stakeholders on economic,
environmental, and social
topics.
See Management Report of the Board of Directors, Chapter III "3.
Alignment with Sustainable Development Goals"
Page 33 16
102-22 Composition of the
highest governance body
and its committees
See Corporate Governance Report, B. "Governing Bodies and
Commissions"
Page 143 5
16
102-24 Nominating and
selecting the highest
governance body.
See Corporate Governance Report, B. "Governing Bodies and
Commissions"
Page 143 16
102-24 Nomination and
selection of the highest
governance body.
See Corporate Governance Report, B. "Governing Bodies and
Commissions"
Page 143 5
16
102-25 Conflicts of interest. See Corporate Governance Report, E. "Transactions with Related
Parties"
Page 180 16
102-26 Role of highest
governance body in setting
purpose, values, and
strategy.
See Corporate Governance Report, B. "Governing Bodies and
Commissions"
Page 143
102-27 Sustainability
knowledge of highest
governance body.
See Corporate Governance Report, B. "Governing Bodies and
Commissions"
Page 143
102-28 Evaluating the
highest governance body's
performance
See Corporate governance report, D. "Remunerations" Page 170
102-29 Identifying and
managing economic,
environmental, and social
impacts.
See Corporate Governance Report, C. "Internal Organisation", III.
"Internal Control and Risk Management"
Page 162 16
102-30 Effectiveness of risk
management processes.
See Corporate Governance Report, C. "Internal Organisation", III.
"Internal Control and Risk Management"
Page 162
102-31 Review of economic,
environmental and social
topics.
See Corporate Governance Report, C. "Internal Organisation", III.
"Internal Control and Risk Management"
Page 162
102-32 Highest governance
body's role in sustainability
reporting.
Responsibility for approving the Non-Financial Information Report,
included in the Annual Report and Accounts, lies with the General
Meeting of Shareholders.
102-33 Communicating
critical concerns.
See Corporate Governance Report, C. "Internal Organisation", III.
"Internal Control and Risk Management"
Page 162
102-34 Nature and
communication of critical
concerns.
See Corporate Governance Report, C. "Internal Organisation", III.
"Internal Control and Risk Management"
Page 162
102-35 Remuneration
policies.
See Corporate governance report, D. "Remunerations" Page 170
Standard Indicator Response Location
SDGs
102-36 Processes for
determining remuneration.
See Corporate governance report, D. "Remunerations" Page 170
102-37 Stakeholders'
involvement in remuneration.
See Corporate governance report, D. "Remunerations" Page 170
16
102-38 Annual total
compensation ratio.
See Corporate governance report, D. "Remunerations" Page 170
102-39 Percentage increase
in annual total compensation
ratio.
See Corporate governance report, D. "Remunerations" Page 170
STAKEHOLDER ENGAGEMENT
102-40 List of stakeholder
groups.
See Management Report of the Board of Directors, Chapter III "2.
Communication with the Stakeholders
Page 33
102-41 Collective bargaining
agreements.
See Management Report of the Board of Directors, Chapter III "6.1.
Human Resources in 2021", "Compliance with International Labour
Organisation (ILO) Conventions"
Page 40
8
10
Percentage of unionised employees by activity sector, as at 31
December 2021
40%
21%
40%
13%
19%
8%
26%
11%
Area
Construção Concessões Imobiliária Hotelana Distribuição Automóvel
Corporativa
e Serviços
Homens = Mulheres
Annual evolution of unionised employees by market (%):
62%
48%
43%
36%
33%
27%
19%
19%
16%
-16%
19%
7%
1%1%1%
Argélia
Angola
Brasil Espanha Moçambique Outros
Portugal
Global
Mercados
=2019 =2020 =2021
102-42 Identifying and
selecting stakeholders.
See Management Report of the Board of Directors, Chapter III "2.
Communication with the Stakeholders
Page 2
102-43 Approach to
stakeholder engagement.
See Management Report of the Board of Directors, Chapter III "2.
Communication with the Stakeholders
Page 2
102-44 Key topics and
concerns raised.
Due to the diversity of stakeholders within the various sectors of activity,
the respective stakeholder topics and concerns and addressed in the
Management Report of the Board of Directors. Chapter IV. "Activity by
Sectors in 2021"
Page 92
Standard Indicator Response Location SDGs
REPORTING PRACTICE
102-45 Entities included in
the consolidated financial
statements.
See Notes Attached to the Consolidated Financial Statements as at 31
December 2021, 4 - "Companies Included in the Consolidation
Perimeter"
Page 247
102-46 Defining report
content and topic
boundaries.
See "Introduction", Management Report of the Board of Directors.
Chapter 1.1 "Profile" and Chapter III "3. Alignment with Sustainable
Development Goals"
Pages 12
and 33
102-47 List of material
topics.
See Management Report of the Board of Directors, Chapter III "3.
Alignment with Sustainable Development Goals"
Page 33
102-48 Restatements of
information.
See "Introduction" Page 9
102-49 Changes in reporting. See "Introduction" Page 9
102-50 Reporting period. From 1 January 2021 to 31 December 2021
102-51 Date of most recent
report.
April 2021
102-52 Reporting cycle. Annual
102-53 Contact point for
questions regarding the
report.
[email protected]
102-54 Claims of reporting in
accordance with the GRI
Standards.
See Management Report of the Board of Directors, Chapter III
"Introduction"
Page 32
102-55 GRI content index. This table
102-56 External assurance. "See Introduction" and Reports, Opinions and Certifications of the
Supervisory Bodies 2021
Pages 9 and
296
GRI 200 - ECONOMIC DISCLOSURES
SOCIO-ECONOMIC PERFORMANCE
103-1 Explanation of the Since this is not a material tonic the Teixeira Duarte Group requiraly

100 - Explanation of material topic and its
boundary. monitors and assesses part of the indicators associated with this topic 201-3 Defined benefit plan See Corporate governance report, D. "Remunerations" Page 170 obligations and other retirement plans.

INDIRECT ECONOMIC IMPACTS

103-1 Explanation of the
material topic and its
boundary.
The Teixeira Duarte Group considers investment in communities as a
material topic, specifically through the creation of local jobs, promotion
of entrepreneurship, education and health, monitoring indicators
associated with the impact of initiatives and projects developed in this
area
203-2 Significant indirect
economic impacts.
See Management Report of the Board of Directors, Chapter III "6.4.
Qualification for the Expression of Talent: Development and Training"
and "7.2. Relations with people and organisations affected by the
activities of Group companies"
Pages 44
and 51
3
8

10
ANTI-CORRUPTION
103-1 Explanation of the
material topic and its
boundary.
The Teixeira Duarte Group considers the prevention and fight against
corruption to be a material topic, having control mechanisms and
procedures that emanate from its Code of Ethics and Conduct, the
application of which is mandatory for all administrators, workers and
other representatives
205-2 Communication and
training about anti-corruption
policies and procedures.
See Management Report of the Board of Directors. Chapter I. "Profile
Chapter 1.1 "Mission and Values" and "Code of Ethics and Conduct".
Chapter III. "5. Ethics and Conduct" and "7.1. Fighting Corruption and
Bribery, Money Laundering and Terrorist Financing"
Page 18
Pages 36
and 50
16

GRI 300 - ENVIRONMENTAL DISCLOSURES

103-1 Explanation of the
material topic and its
boundary.
Given the wide range of activities of the subsidiary companies, as well
as the fact that their best known activity - construction - is subject to
strong fluctuations in the impacts it causes, depending on the works in
progress (type, quantity and phase) - which limits the annual
comparability of data -, the choice of a panel of indicators and an
appropriate reporting approach to reflect the performance of Group's
various activities is partially impaired
Page 63
103-2 The management
approach and its
components.
Emphasis should be placed on compliance with all applicable legal
requirements and other requirements associated with identified
environmental aspects, as well as on the obligation to minimise the
environmental impacts resulting from the activities of the different
business areas, to ensure that the Company's activities can be
developed in a sustainable manner. The main companies in the
Construction and Facilities Management (Concessions and Services
sector) had, in 2021, environmental management systems certified
according to the ISO 14001 standard, in Portugal, Angola and Brazil
Page 64
301-1 Materials used by
weight or volume.
See Management Report of the Board of Directors. Chapter III. "8.5.
Consumption of Materials"
Page 66 8
12
ENERGY
103-1 Explanation of the
material topic and its
boundary.
Given the wide range of activities of the subsidiary companies, as well
as the fact that their best known activity - construction - is subject to
strong fluctuations in the impacts it causes, depending on the works in
progress (type, quantity and phase) - which limits the annual
comparability of data -, the choice of a panel of indicators and an
appropriate reporting approach to reflect the performance of Group's
various activities is partially impaired
Page 63
103-2 The management
approach and its
components.
Emphasis should be placed on compliance with all applicable legal
requirements and other requirements associated with identified
environmental aspects, as well as on the obligation to minimise the
environmental impacts resulting from the activities of the different
business areas, to ensure that the Company's activities can be
developed in a sustainable manner. The main companies in the
Construction and Facilities Management (Concessions and Services
sector) had, in 2021, environmental management systems certified
according to the ISO 14001 standard, in Portugal, Angola and Brazil
Page 64
302-4 Reduction of energy
consumption.
See Management Report of the Board of Directors. Chapter III. "8.3.
Energy"
Page 65 8
12
BIODIVERSITY
103-1 Explanation of the
material topic and its
boundary.
Given the wide range of activities of the subsidiary companies, as well
as the fact that their best known activity - construction - is subject to
strong fluctuations in the impacts it causes, depending on the works in
progress (type, quantity and phase) - which limits the annual
comparability of data -, the choice of a panel of indicators and an
appropriate reporting approach to reflect the performance of Group's
various activities is partially impaired
Page 63
103-2 The management
approach and its
components.
Emphasis should be placed on compliance with all applicable legal
requirements and other requirements associated with identified
environmental aspects, as well as on the obligation to minimise the
environmental impacts resulting from the activities of the different
business areas, to ensure that the Company's activities can be
developed in a sustainable manner. The main companies in the
Construction and Facilities Management (Concessions and Services
sector) had, in 2021, environmental management systems certified
according to the ISO 14001 standard, in Portugal, Angola and Brazil
Page 64
304-1 Operational sites
owned, leased, managed in,
or adjacent to, protected
areas and areas of high
biodiversity value outside
protected areas.
The Teixeira Duarte Group's infrastructures meet all environmental legal
requirements, and its vast majority its located in urban settings
0
14
15
EMISSIONS
103-1 Explanation of the
material topic and its
boundary.
Given the wide range of activities of these companies, as well as the fact
that their best known activity - construction - is subject to strong
fluctuations in the impacts it causes, depending on the works in
progress (type, quantity and phase) - which limits the annual
comparability of data -, the choice of a panel of indicators and an
appropriate reporting approach to reflect the performance of Group's
various activities is partially impaired
Page 63
103-2 The management
approach and its
components.
Emphasis should be placed on compliance with all applicable legal
requirements and other requirements associated with identified
environmental aspects, as well as on the obligation to minimise the
environmental impacts resulting from the activities of the different
business areas, to ensure that the Company's activities can be
developed in a sustainable manner. The main companies in the
Construction and Facilities Management (Concessions and Services
sector) had, in 2021, environmental management systems certified
according to the ISO 14001 standard, in Portugal, Angola and Brazil
Page 64
GHG emissions. 305-3 Other indirect (Scope 3) See Management Report of the Board of Directors. Chapter III. "8.7.
Emissions"
Page 66 3
12
13
14
15
WASTE AND EFFLUENTS
103-1 Explanation of the
material topic and its
boundary.
Given the wide range of activities of the subsidiary companies, as well
as the fact that their best known activity - construction - is subject to
strong fluctuations in the impacts it causes, depending on the works in
progress (type, quantity and phase) - which limits the annual
comparability of data -, the choice of a panel of indicators and an
appropriate reporting approach to reflect the performance of Group's
various activities is partially impaired
Page 63
103-2 The management
approach and its
components.
Emphasis should be placed on compliance with all applicable legal
requirements and other requirements associated with identified
environmental aspects, as well as on the obligation to minimise the
environmental impacts resulting from the activities of the different
business areas, to ensure that the Company's activities can be
Page 64

GRI

GRI

developed in a sustainable manner. The main companies in the
Construction and Facilities Management (Concessions and Services
sector) had, in 2021, environmental management systems certified
according to the ISO 14001 standard, in Portugal, Angola and Brazil
306-3 Significant spills. In 2021, there were no records of spills with significant environmental
impacts
3
6
12
14
15
ENVIRONMENTAL
COMPLIANCE
103-1 Explanation of the
material topic and its
boundary.
Given the wide range of activities of the subsidiary companies, as well
as the fact that their best known activity - construction - is subject to
strong fluctuations in the impacts it causes, depending on the works in
progress (type, quantity and phase) - which limits the annual
comparability of data -, the choice of a panel of indicators and an
appropriate reporting approach to reflect the performance of Group's
various activities is partially impaired
Page 63
103-2 The management
approach and its
components.
In order to meet legal obligations in the area of liability for environmental
damage, arising trom Directive 2004/35/EC, amended by Directive
2006/21/EC, the Teixeira Duarte Group companies in Portugal covered
by this legislation opted to constitute financial guarantees amounting to
the total value of 98,812.00 euros as at 31 December 2021
Page 65
307-1 Non-compliance with
environmental laws and
regulations.
According to the information available as at 31 December 2021, an
environmental fine was registered.
16
308 - SUPPLIER ENVIRONMENTAL ASSESSMENT
SUPPLIER ENVIRONMENTAL ASSESSMENT
103-1 Explanation of the
material topic and its
boundary.
See Management Report of the Board of Directors. Chapter III. "7.2.
Relations with people and organisations affected by the activities of
Group companies", b) Partners, suppliers and subcontractors" and "8.1
Environmental Management Systems"
Pages 51
and 64
103-2 The management
approach and its
components.
See Management Report of the Board of Directors. Chapter III. "7.2.
Relations with people and organisations affected by the activities of
Group companies", b) Partners, suppliers and subcontractors" and "8.1
Environmental Management Systems"
Pages 51
and 64
308-1 New suppliers that
were screened using
environmental criteria.
See Management Report of the Board of Directors. Chapter III. "7.2.
Relations with people and organisations affected by the activities of
Group companies", b) Partners, suppliers and subcontractors" and "8.1
Environmental Management Systems"
Pages 51
and 64
12 16
400 - SOCIAL DISCLOSURES
EMPLOYMENT
103-1 Explanation of the
material topic and its
boundary.
The welfare of employees, including the promotion of good hygiene,
health and safety conditions, as well as the development of skills and
retention of talent, are extremely important to the management of
human resources of Teixeira Duarte Group companies, and are duly
rooted in a culture of dignified treatment and respect for human and
labour rights.

Evolution of the number of employees as at 31 December by market:

103-2 The management approach and its components.

See Management Report of the Board of Directors. Chapter III. "6.1. Page 37 Human Resources in 2021"

Page 37

401-3 Parental Leave.

See Management Report of the Board of Directors. Chapter III. "6.1. Human Resources in 2021"

5 8

Number of employees who took parental leave (2021 coverage = 96%)

Area Concessões Total Total Total
Corporativa Construção e Serviços Imobilária Hotelaria Distribuição Automóvel 2021 2020 2019
Portugal 7 30 25 6 5 2 75 88 57
Homens 5 29 21 4 3 1 63 75 48
Mulheres 2 1 4 2 2 1 12 13 9
Angola 5 2 10 1 23 54 5 100 109 130
Homens 1 1 2 9 4
Mulheres 4 1 10 1 23 54 5 ರಿಕ 100 126
Argélia 5 9 14 10 28
Homens 2 2 0 26
Mulheres 3 9 12 10 2
Brasil 1 18 2 2 23 15 11
Homens 6 1 7 8 4
Mulheres 1 12 2 1 16 7 7
Espanha 7 4 11 8 7
Homens 6 3 9 5 7
Mulheres 1 1 2 3
Moçambique 3 1 2 10 7
Homens 2 2 3 1
Mulheres 1 1 2 4 7 රි
Outros Mercados 0 0 0 0 0 0 n/d 12 7
Homens n/d 6 4
Mulheres n/d 6 3
Total 18 69 42 9 30 56 5 229 252 247
Homens 8 44 24 5 3 1 0 85 106 04
Mulheres 10 25 18 4 27 રક 5 144 146 153

3% 2% colaboradores colaboradores 3% colaboradores 146 153 144 106 94 85 2019 2020 2021 Homens ■Mulheres

Evolution of the number of employees taking parental leave in the Group's companies as a whole:

OCCUPATIONAL HEALTH AND SAFETY

103-1 Explanation of the The welfare of employees, including the promotion of good hygiene. health and safety conditions, as well as the development of skills and material topic and its boundary. retention of talent, are extremely important to the management of human resources of Teixeira Duarte Group companies, and are duly rooted in a culture of dignified treatment and respect for human and labour rights 403-1 Occupational health The main subsidiary companies, particularly those operating in the areas Page 40 and safety manaqement of Construction and Facilities Management, have occupational health and safety management systems in place under the ISO 45001 and svstem OHSAS 18001 standards 403-3 Occupational health See Management Report of the Board of Directors. Chapter III. "6.3. Page 40 3 8 services Health and safety protection and promotion" Main activities of the Occupational Health Services of the Group companies as at 31 December 2021 (Coverage = 96%): Exames com-Consultas médicas Consultas Consultas plementares Medicina do Enfermaqem Medicina de Curativa do Trabalho diagnóstic o Trabalho 1 310 1 774 277 7 495 Portugal 904 Angola 1 626 1 424 1 626 0 0 Argélia 101 0 Brasil 5 106 20 500 87 Espanha Moçambique 633 210 423 2 211 Total 2021 8 863 3 621 1 391 31 832 Total 2020 7247 2852 1 237 25 496 Coverage rate of medical examinations performed on Group company employees (Coverage= 96%) Conc essões

Corporativa Construção e Serviços Imobilária Hotelaria Distribuição Automovel 2021 2020 A Comment
201
Portugal 90% 94% 91% 90% 97% 93% 63% 93% 95% 100%
Anqola 88% 79% 74% 75% 88% 79% 91% 82% 90% 96%
Argelia 59% 46% 57% 61% 70%
Brasi 100% 98% 87% 100% 97% 86% 97%
Espanha 96% 24% 57% 44% 329
Mocambique 81% 65% 34% 0% 100% 67% 67% 100%

403-4 Worker participation, consultation, and communication on occupational health and safety

Under the ISO 800 standard, Teixeira Duarte - Engenharia e Construções has a committee of workers' representatives that ensures worker consultation and communication on social performance matters

403-5 Worker training on
occupational health and
safetv
See Management Report of the Board of Directors. Chapter III. "6.3.
Health and safety protection and promotion"
Page 40 3
8
403-6 Employee health
promotion
See Management Report of the Board of Directors. Chapter III. "6.3.
Health and safety protection and promotion"
Page 40 3
8
403-8 Workers covered by an
occupational health and
safety management system
Employees covered by occupational health and safety management
systems (ISO 45001 and OHSAS 18001 standards) at 31 December
2021 represented 38% of the total number of employees of the Group's
subsidiaries:
Portugal: 1,895 employees
Brazil: 1,248 employees
Mozambique: 319 employees
3
8
403-9 Work-related injuries See Management Report of the Board of Directors, Chapter III "6.3.
Health and Safety Protection and Promotion"
Evolution of Work-related injuries as at 31 December by activity sector
- number of work-related injuries:
89
83
ર્દેર
Page 40 3
8
16

39

33 34

44

35

18 17

26

Evolution of Work-related injuries as at 31 December by activity sector — frequency index:

Evolution of Work-related injuries at 31 December by activity sector – severity index:

Classification of Work-related injuries indexes according to the World Health Organisation:

Indice de Indice de
Classificação Frequência Frequência
Muito bom <20 <500
Bom 20 a 40 500 a 1 000
Médio 40 a 60 1 000 a 2 000
Mau 60 a 100 >2 000
Fonte: OMS, referido em DSHS 2012

training and education

103-1 Explanation of the material topic and its boundary.

See Management Report of the Board of Directors. Chapter III. "6.4. Qualification for the Expression of Talent: Development and Training"

Page 44

404-1 Average hours of training per year per employee.

Evolution of the average number of training hours per employee per year, by market and in the Group as a whole (Coverage = 96%):

Number of trainees covered by qualification activities by market and by area of expertise (Coverage = 96%):

Area Concessions
Mercados Corporativa Constructão e Serviços Imobillária Hotelaria Distribuit, So Automovel Total 2021 Total 2020 Total 2019
Portugal 799 8198 731 28 200 35 6 9 997 4822 8 985
Homens 397 7 883 549 23 55 22 6 8 935 4 132 8 146
Mulheres 402 315 182 5 145 13 1 062 690 830
Angola 592 3597 3215 75 6667 6293 853 21 292 17 481 30 006
Homens 440 3 404 2820 35 4 409 3 745 671 15 524 12 142 21 721
Mulheres 152 193 395 40 2 258 2 548 182 5 768 5 339 8 285
Argélia 822 822 131 2 062
Homens 822 822 128 2 020
Mulheres 0 3 42
Brasil 680 19740 1971 502 22 893 14 615 11 351
Homens 237 17 836 1 550 248 19 871 12 363 9 804
Mulheres 443 1 904 421 254 3 022 2 252 1 547
Espanha 1228 1 228 407 789
Homens 1 222 1 222 407 669
Mulheres 6 6 0 120
Moçambique 24 226 2510 2 759 1 841 2 140
Homens 8 165 1 548 1 721 1 322 1 581
Mulheres 16 60 962 1 038 519 550
Total 2 095 33 810 5917 605 9 377 6 328 8 60 58 991 39 297 56 333
Homens 1 082 31 332 4 919 306 6 012 3 767 677 48 095 30 494 43 941
Mulheres 1 013 2 478 998 200 3 365 2 561 182 10 896 8 803 11 392

Number of hours of training volume by market and by area of activity (Coverage = 96%):

Ama Concessions
Merc. ados Corporativ a Construção e Serviços mobiliaria Hotelaria Distribuir, ão Automóvel Trai 2021 Total 2020 Total 2019
Portugal 40 572 21 414 31 853
Homens 1073 32695 1 629 277 121 88 13 35 896 18 898 27 672
Mulheres 1 232 1726 392 34 1 003 289 4676 2516 4 181
Angola 76 376 73 216 106 360
Homens 1 037 4 992 2 632 65 9 710 27 366 6 693 52 495 47 230 70 342
Mulheres 176 334 861 81 4 890 15 203 2 336 23 881 25 986 36 018
Argelia 1 300 113 1 887
Homens 1 300 1 300 110 1 815
Mulheres 0 3 72
Brasil 90 367 45 930 33 786
Homens 683 77 515 5 734 315 84 247 41 512 31 054
Mulheres 1 859 2 837 1 109 315 6 120 4 418 2 732
Espanha 2387 1 090 3 936
Homens 2 360 2 360 1 090 2 962
Mulheres 27 27 0 974
Mocambique 11 204 8 903 17 781
Homens 75 943 6 149 7 167 6629 13 448
Mulheres 51 515 3 471 4 037 2274 4 333
Total 6 185 125 244 12 357 1 087 25 344 42 946 9 042 222 205 150 665 195 603
Homens 2 868 119 805 g gos 657 15 980 27 454 6 706 183 464 115 469 147 293
Mulheres 3318 5 439 2 362 430 9 364 15 492 2 336 38 741 35 196 48 310

404-2 Programmes for transition assistance programmes.

See Management Report of the Board of Directors. Chapter III. "6.4. upgrading employee skills and Qualification for the Expression of Talent: Development and Training"

5 10

DIVERSITY AND EQUAL OPPORTUNITIES

103-1 Explanation of the material topic and its boundary.

See Management Report of the Board of Directors. Chapter III. "6.1. Human Resources in 2021"

Page 37

Page 44

405-1 Diversity of governance bodies and employees.

See Management Report of the Board of Directors. Chapter III. "6.1. Human Resources in 2021" and Corporate Governance Report, B. Governing Bodies and Commissions"

Pages 37 and 143

ട് 8

Employees by gender, by area of activity at 31 December 2021:

Homens = Mulheres

Evolution of the percentage of Men and Women in the Senior Management of the Teixeira Duarte Group:

Number of nationalities of the employees by market as at 31 December 2021:

Annual evolution of the percentage of employees by age group by area of activity:

Area Concessoes e
Corporativa Construção Senços Incolidara Distribução Automóvel Total 2021 Total 2019
Até 30 anos 15% 17% 18% 25% 25% 18% - 18% 35% -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 22% 20% 20% 20% 22%
30 a 50 anos 64% 63% 65% 65% 69% 7 60% 68% 64% 65% / 63%
Mais de 50 Anos 17% 10% 13% 5% 5% - 1 - 5% - 10% 16% 15% 15%

Average age of employees by area of activity as at 31 December 2021:

Percentage of employees by contract type and gender:

Total 2021 Total 2020 Total 2019
Sem termo 68% 62% 56%
Homens 69% 62% 56%
Mulheres 62% 60% 52%
Com termo 32% 38% 44%
Homens 31% 38% 44%
Mulheres 38% 40% 48%
Total 9 093 ਰੇ ਦੌਰੇਰੇ 10 763

Percentage of employees by contractual status and area of activity as at 31 December 2021:

Average seniority of employees by area of activity as at 31 December 2021:

Employees per professional group in the Group as at 31 December 2021:

NON-DISCRIMINATION
103-1 Explanation of the
material topic and its
See Code of Ethics and Conduct at www.teixeiraduarte.com.
boundary. See the Equality Plan at www.teixeiraduarte.com
406-1 Incidents of
discrimination and corrective
actions taken.
There were no cases of discrimination to report 5 8
FREEDOM OF ASSOCIATION AND COLLECTIVE BARGAINING
103-1 Explanation of the
material topic and its
boundary.
The promotion of the fundamental conventions of the International
Labour Organisation (ILO) and human rights, is enshrined in the Code of
Ethics and Conduct of Teixeira Duarte, S.A., which extends to all the
entities that form part of its consolidation perimeter
407-1 Operations and
suppliers in which the right to
freedom of association and
collective bargaining may be
at risk.
No operations and suppliers were identified in this situation 8 16
CHILD LABOUR
103-1 Explanation of the
material topic and its
boundary.
See Code of Ethics and Conduct at www.teixeiraduarte.com
408-1 Operations and
suppliers at significant risk for
incidents of child labour.
No operations and suppliers were identified in this situation 8 16
103-1 Explanation of the See Code of Ethics and Conduct at www.teixeiraduarte.com
material topic and its
boundary.
409-1 Operations and
suppliers at significant risk for
incidents of forced or
compulsory labour.
No operations and suppliers were identified in this situation 8
SECURITY PRACTICES
103-1 Explanation of the
material topic and its
boundary.
See Code of Ethics and Conduct at www.teixeiraduarte.com
410-1 Security personnel
trained in human rights
policies or procedures that
are relevant to operations.
Subsidiary companies carry out training activities on this topic under the
scope of the Code of Ethics and Conduct and the applicable labour
legislation
RIGHTS OF INDIGENOUS PEOPLE
103-1 Explanation of the
material topic and its
boundary.
See Code of Ethics and Conduct at www.teixeiraduarte.com
411-1 Incidents of violations
involving rights of indigenous
and traditional people and
measures taken in this regard.
No cases were identified
ASSESSMENT OF HUMAN RIGHTS
103-1 Explanation of the
material topic and its
boundary.
See Code of Ethics and Conduct at www.teixeiraduarte.com
412-2 Training in human rights
procedures or policies.
Subsidiary companies carry out training activities on this topic under the
scope of the Code of Ethics and Conduct and the applicable labour
legislation
LOCAL COMMUNITIES
103-1 Explanation of the
material topic and its
boundary.
The activities of the Teixeira Duarte Group's subsidiaries, regardless of
the sector in which they are active, have an impact on the socio-
economic development of the places where they operate.
In order to enhance its positive impacts and, on the other hand, to
mitigate the negative ones, the Group promotes a culture of ethics and
quality among its subsidiaries, of commitment to local hiring and the
development of local subcontractors and suppliers, and of
strengthening their technological capabilities and social responsibility,
particularly in developing countries, which contributes to the sustainable
development of communities
413-1 Operations with local
community engagement,
impact assessments, and
development programmes.
All operations have implemented and maintain one or more local
community engagement programmes. Impacts described in the
presentation of each programme. See Management Report of the Board
of Directors, Chapter III .: "Todos Damos" Programme, "Fazer Pescar"
Programme, "Fazenda Maxi" Programme, "MaxiSaúde" Programme,
"Raízes" Programme, "Dar "Dar Programme
and
at
1
3
8
103-1 Explanation of the
material topic and its
boundary.
Teixeira Duarte encourages its business partners to adopt a compliance
system compatible with their activities, with the objective of promoting
and maintaining an ethical business environment. In Portugal, Teixeira
Duarte - Engenharia e Construções, in compliance with Standard SA
8000, promotes respect for labour rights and safe and healthy working
environments for all workers, and among suppliers and contractors, by
demanding compliance with social responsibility requirements
414-2 Actual and potential
significant negative social
impacts on labour practices in
the supply chain and
measures taken.
Based on the geographic area in which the supplier operates, the type
of activity it carries out and the Company's ability to influence it, the
potential social risk of suppliers is assessed in relation to the expected
risk, and the cases of greatest risk are monitored. In 2021, Teixeira
Duarte - Engenharia e Construções carried out 10 supplier monitoring
actions in Portugal
5
CUSTOMER PRIVACY
103-1 Explanation of the
material topic and its
boundary.
The Teixeira Duarte Group's subsidiary companies implemented Data
Protection Management Systems in 2018 with a view to compliance with
the provisions of the General Data Protection Regulation (GDPR). These
systems are periodically audited
418-1 Substantiated
complaints concerning
breaches of customer privacy
and losses of customer data.
No complaints were registered
SOCIOECONOMIC COMPLIANCE
103-1 Explanation of the
material topic and its
boundary.
The activities of Teixeira Duarte Group companies are based on their
Mission and are in line with the UN Human Rights Declarations, the
Guiding Principles of the Organisation for Economic Cooperation and
Development (OECD), the International Labour Organisation (ILO),
national and international legislation and the 10 Principles of the United
Nations Global Compact in the fields of Human Rights, Labour
Practices, the Environment and Anti-Corruption
419-1 Non-compliance with
laws and regulations in the
social and economic area.
No non-compliances were recorded

TABLE OF CORRESPONDENCE WITH THE NON-FINANCIAL INFORMATION REPORTING TEMPLATE ISSUED BY THE PORTUGUESE SECURITIES MARKET COMMISSION

Theme Information to be provided Response Location
PART I - INFORMATION ON ADOPTED POLICIES
A. Introduction Description of the Company's general policy on
1.
sustainability issues, indicating any changes to the
previously approved policy.
See Management Report of the Board of
Directors, Chapter II "1. Sustainability in the
Teixeira Duarte Group"
Page 32
2. Description of the methodology and the reasons for its
adoption in the reporting of non-financial information, as
well as any changes made in relation to previous years
and the reasons for them.
See Management Report of the Board of
Directors, Chapter III "Introduction" and "3.
Alignment with Sustainable Development
Goals"
Pages 32
and
33
B. Business
Model
General description of the Company's/Group's business
model and form of organisation, indicating the main business
areas and markets in which it operates (if possible using
organisational charts, graphs or functional tables).
See Management Report of the Board of
Directors, Chapter 1.1 "Profile"
Page 12
C. Main Risk
Factors
1.
Identification of the main risks associated with the topics
being reported and arising from the Company's activities,
products, services or business relationships, including,
where appropriate and whenever possible, the supply
and subcontracting chains.
See Management Report of the Board of
Directors. Chapter 1.4 "Risk Management".
Page 22
2. Indication of how these risks are identified and managed
by the Company.
See Corporate Governance Report, C.
"Internal Organisation", III. "Internal Control
and Risk Management," No. 54 "Description of
the process for identifying, assessing,
monitoring, controlling, and managing risks."
Page 167
3.
Explanation of the internal functional division of
competencies,
including governing
bodies,
commissions, committees or departments responsible
for risk identification and management/monitoring.
See Corporate Governance Report, C.
"Internal Organisation", III. "Internal Control
and Risk Management", No. 51 "Explanation,
including the use of an organisational chart, of
the hierarchical and/or functional dependency
relations with other company bodies or
committees.
Page 163
4.
Express statement of the new risks identified by the
Company in relation to reports from previous years, as
well as the risks that are no longer reported.
See Management Report of the Board of
Directors. Chapter 1.4 "Risk Management".
Page 22
5. Indication and brief description of the main opportunities
that are identified by the Company in the context of the
topics in the report.
See Management Report of the Board of
Directors. Chapter IV. "Activity by Sectors in
2021".
Page 92
D. Implemented
Policies
Description of the Company's policies: i. environmental, ii.
social and fiscal, iii. concerning employees, gender equality
and non-discrimination, iv. concerning human rights and v.
concerning the fight against corruption and attempted bribery,
including due diligence policies, as well as the results of their
implementation, including related non-financial key
performance indicators, and their comparison with the
previous year.
Environmental
Policies
1. Description of the company's strategic objectives and See Management Report of the Board of
the main actions to be taken to achieve them.
Directors, Chapter III "8. Environmental
Management
Page 63
2. Description of the main defined performance indicators. See Management Report of the Board of
Directors, Chapter III "8. Environmental
Management
Page 63
Theme Information to be provided Response Location
3. Indication, in relation to the previous year, of the extent
to which these objectives are achieved, at least by
reference to:
i. Sustainable use of resources: consumption of
water, other raw materials and energy; indication of
measures taken to improve the efficiency of the use
of these resources; indication of measures taken to
promote energy efficiency and the use of
renewable energy.
Partially answered in the Management Report
of the Board of Directors, Chapter III "8.
Environmental
"8.3.
Management",
Energy"/"8.4.
Water Resources"
/"8.5.
Consumption of Materials".
Page 63
ii. Pollution and climate change: indication of
greenhouse gas emissions values; indication of
emissions of pollutants into nature; indication of
penalties incurred and measures to prevent,
reduce or remedy the aforementioned emissions.
See Management Report of the Board of
Directors, Chapter III "8.7. Emissions".
Page 63
III. Circular economy and waste management:
prevention, recycling and reuse measures and
other means of waste recovery and disposal.
See Management Report of the Board of
Directors, Chapter III "8.8. Waste".
Page 67
IV. Protection of biodiversity: impacts caused by
activities or operations in protected areas and
measures taken to preserve or restore biodiversity.
See Management Report of the Board of
Directors, Chapter III "8.2. Provisions and
financial guarantees for environmental risks".
Page 65
Social Policies 1. Description of the company's strategic objectives and
the main actions to be taken to achieve them.
See Management Report of the Board of
Directors, Chapter III "7. Socio-Economic
Performance
Page 50
2. Description of the main defined performance indicators. See Management Report of the Board of
Directors, Chapter III "7.2. Relations with
people and organisations affected by the
activities of Group companies", "a) Clients, "b)
Partners, suppliers and c) Community
Support".
Page 51
3. Indication, in relation to the previous year, of the extent
to which these objectives are achieved, at least by
reference to:
1. Commitment of the company to the community:
the impact of the company's activity on
employment and local development; the impact of
the company's activity on local populations and the
territory; relationships with local community agents
and the respective means of dialogue; partnership
or sponsorship activities.
See Management Report of the Board of
Directors, Chapter III "6.2. Recruitment,
Selection and Retention of People with
Potential Talent", "6.4. Qualification for the
Expression of Talent", "7.2. Relations with
people and organisations affected by the
activities of Group companies", b) Partners,
suppliers and c) Community Support"
Pages 39,
44, 51 and
54
II. Subcontracting and suppliers: the inclusion of
social, gender equality and environmental issues in
the procurement policy; consideration of social,
environment and governance responsibility in
relations with suppliers and subcontractors; control
and audit systems and their respective results.
Where possible, include a reference to the fact that
the Company's suppliers apply policies that are
consistent with those established by the Company.
See Management Report of the Board of
Directors, Chapter III "7.2. Relations with
people and organisations affected by the
activities of Group companies", b) Partners,
suppliers"
Page 51
iii. Consumers: consumer health and safety
measures; systems for receiving, processing and
resolving complaints, specifically the number of
complaints received and the number of complaints
pending, as well as those in which the complainant
was found to be right, satisfaction surveys, and
indication of the person responsible for complaints.
Partially answered in the Management Report
of the Board of Directors, Chapter III "7.2.
Relations with people and organisations
affected by the activities of Group companies",
"a) Clients"
Page 51
Theme Information to be provided Response Location
Responsible investment: if applicable, information Not applicable
IV.
on the responsible investment the Company has
aimed to attract, including the issuance/acquisition
of green bonds or SDG-linked bonds.
V.
Stakeholders: information regarding possible ways
of listening to stakeholders.
See Management Report of the Board of
Directors, Chapter III "2. Communication with
the Stakeholders
Page 33
Fiscal information: information on measures or acts
vi.
with fiscal impact, including any subsidies or any
type of grant or monetary advantage granted by the
State.
Under the "We All Give" Programme, Teixeira
Duarte Group companies provide an annual
amount to increase any donations that their
employees wish to make to social solidarity
projects. Double the amount donated by
employees is donated to the institutions
chosen by them. Considering that this is a
programme based on the spirit of liberality and
that there are no pecuniary or commercial
counterparts, the donations made under the
"We All Give" Programme, in Portugal, are
covered by the tax regime applicable to
patronage.
Page 55
Workers and
Gender
Equality and
Non-
1. Description of the company's strategic objectives and
the main actions to be taken to achieve them.
See Management Report of the Board of
Directors, Chapter III "6. Management and
Development of Human Resources"
Page 36
Discrimination 2.
Description of the main defined performance indicators.
See Management Report of the Board of
Directors, Chapter III "6. Management and
Development of Human Resources"
Page 36
3. Indication, in relation to the previous year, of the extent
to which these objectives are achieved, at least by
reference to:
temporary work, etc.) by gender and age, average
length of contracts; percentage of the workforce
receiving the national minimum wage, regardless of
contractual relationship; remuneration for equal or
average positions in the company, by gender;
average remuneration of directors and managers,
including variable remuneration, allowances,
severance payments, payment to long-term savings
schemes and any other payments broken down by
gender; employees with disabilities (including an
indication of how the Company is complying, or
preparing to comply, with Law 4/2019 of January 10,
on the system of employment quotas for people with
disabilities).
i. Employment: total number and distribution of Partially answered in the Management Heport of
employees by gender, age, country and professional the Board of Directors, Chapter III "6.1. Human
classification, as well as the total number and Resources in 2021", Report of the Government
distribution of types of contractual relationships of the Society, "D. Remuneration" and
(e.g., employment contract, service providers, Correspondence Table with GRI Standards.
Page 37 and
170
GHI Table
400
GRI Table
405-1
ii.
including measures to facilitate time off work and
family life.
See
Plan
the
Equality
at
www.teixeiraduarte.com
iii. - Health and safety: workplace health and safety
conditions and number of occupational accidents.
See Management Report of the Board of
Directors, Chapter III "6.3. Protection and
Promotion of Health and Safety" and
Correspondence Table with GRI Standards.
Page 40
GRI Table
403-9
Theme Information to be provided Response Location
iv. Social relations: organisation of social dialogue,
including procedures for informing and negotiating
with staff, specifically the number of interactions
with unions and/or works councils, if any; new
agreements concluded or revision of agreements in
force; number of court cases and complaints to the
Working Conditions Authority; percentage of
employees covered by collective bargaining
agreements by country; assessment of collective
bargaining agreements, particularly in the field of
health and safety at work.
See Management Report of the Board of
Directors, Chapter III "6.1. Human Resources
in 2021", "Compliance with International
Labour Organisation (ILO) Conventions" and
Table of Correspondences with GRI
Standards.
Page 40
GRI Table
102-41
Human rights 1. Description of the company's strategic objectives and
the main actions to be taken to achieve them.
See Management Report of the Board of
Directors, Chapter III "7. Socio-Economic
Performance
Page 50
2. Description of the main defined performance indicators. See Management Report of the Board of
Directors, Chapter III "7.2. Relations with
people and organisations affected by the
activities of Group companies", b) Partners,
suppliers"
Page 51
3. Indication, in relation to the previous year, of the extent
to which these objectives are achieved, at least by
reference to:
. . Human rights due diligence procedures applied,
particularly with regard to the contracting of
suppliers and service providers.
See Management Report of the Board of
Directors, Chapter III "7.2. Relations with
people and organisations affected by the
activities of Group companies", b) Partners,
suppliers"
Page 51
ii. Measures to prevent the risks of human rights
violations and, where appropriate, measures to
correct possible abuses; elimination of
discrimination in employment (where not already
mentioned above); elimination of forced or slave
labour, effective abolition of child labour.
The Code of Ethics and Conduct is mandatory
for all employees, and failure to apply it may
result in disciplinary procedures and
sanctions.
Page 36
iii. Legal proceedings for human rights violations. There were no records of situations of this
nature.
Fighting
Corruption and
Bribery
Attempts
1. Corruption prevention: measures and instruments
adopted to prevent corruption and bribery; policies
implemented to dissuade these practices among
employees and suppliers; information on the compliance
system indicating the respective 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.
See Management Report of the Board of
Directors, Chapter III "7.1. Fighting Corruption
and Bribery, Money Laundering and Terrorist
Financing".
Page 50
2. Prevention of money laundering (for issuing companies
subject to this regime): information on measures to
prevent and combat money laundering.
See Management Report of the Board of
Directors, Chapter III "7.1. Fighting Corruption
and Bribery, Money Laundering and Terrorist
Financing".
Page 50
3. Codes of ethics: indication of any code of ethics that the
company has signed up to or implemented; indication of
the respective implementation mechanisms and
monitoring of its compliance, if applicable.
See Management Report of the Board of
Directors, Chapter III "5. Ethics and Conduct"
and "7.1. Fighting Corruption and Bribery,
Money Laundering and Terrorist Financing".
Pages 36
and 50
4. Management of conflicts of interest: measures to
manage and monitor conflicts of interest, specifically
requiring managers and employees to sign declarations
of interests, incompatibilities and impediments.
See Management Report of the Board of
Directors, Chapter III "5. Ethics and Conduct"
and "7.1. Combating Corruption and Bribery,
Money Laundering and Terrorist Financing"
Pages 36,
50 and 180
Theme Information to be provided Response Location
and Report on Corporate Governance, E.
"Related Party Transactions".
PART II - INFORMATION ABOUT THE STANDARDS / GUDELINES THAT ARE FOLLOWED
1. Identification of
Standards /
Guidelines
followed in the
Reporting of
Non-Financial
Information
ldentification of the standards / guidelines followed for the
preparation of non-financial information, including the
respective options, as well as other principles considered in the
Company's
actions,
if
applicable.
If the Company refers to the United Nations Agenda 2030
Sustainable Development Goals (SDG), include the
identification of any goals to which the Company is committed
to contribute, indicating the measures taken each year towards
achieving the goals set for each of these SDGs. In other words,
identify specific actions, projects or investments aimed at
meeting these SDGs.
See Management Report of the Board of
Directors, Chapter III "Introduction" and
"Alignment with Sustainable Development
Goals".
Pages 32
and 33
2. Identification of
the Scope and
Methodology
for Calculating
Indicators
Description of the scope and calculation methodology
(including the calculation formula) of the presented indicators,
as well as the limitations of this reporting. Whenever possible,
presentation of a table of correspondence between the
presented indicators and the principles and objectives that are
considered, indicating the location where the information will
be detailed (e.g., the page of the stand-alone report for
reporting non-financial information, the annual report, another
document or the company's website).
See Management Report of the Board of
Directors, Chapter III "Introduction".
Page 32
3. Explanation if
the policies do
not apply
If the Company does not apply policies to one or more issues,
the non-financial information report should explain this fact.
The Company applies policies regarding all
issues.
4. Other
Information
Additional elements or information that are not included in the
previous points and are relevant for the understanding, context
and justification of the relevance of the disclosed non-financial
information, particularly with regard to networks/consortia of
entities related to issues of sustainability and responsibility of
the organisations that it is part of/belongs to, at both a national
and international level, and local or global sustainability
commitments voluntarily assumed by the Company.
See Management Report of the Board of
Directors, Chapter III "7.3. Research,
Development and Innovation (IDI)", "c)
Partnerships with Entities of the Scientific and
Technological System of the Construction
Sector" and "8. Environmental Management",
"8.9. Environmental research partnerships".
Pages 61
and 68

IV. ACTIVITY BY SECTORS

Next, the activity carried out by the Teixeira Duarte Group companies in the various sectors will be reported, followed, for all of them, by a similar structure, that is, starting by contextualising the respective sector within the Teixeira Duarte Group, then presenting the Sales and Services Rendered, the Consolidated EBITDA and Operating Results (EBIT), the contribution of this business area to the Group and concluding with a statement on the performance during 2021, accompanied by unconsolidated indicators that allow an analysis and perspective on the total activity and not only its final contribution to the consolidated figures.

Cuiabá Mine - Brazil

IV.1 Construction

Construction is the reference activity and genesis of the Teixeira Duarte Group companies that, in this areas of Geotechnics and Foundations, Building a Concrete Production Centre), Infrastructure (including Maritime Works), Metalworking, Underground Works and Works Railways.

It should be noted that an internal reorganisation took place during the provision of teams from the different areas, with martime works becoming intecrated in the area of Infrastructure. Rehabilitation being a transversal action to all areas and allowing teams that operate in the areas of Geotechnics a greater operational focus in their scope of activity.

All of these operational areas divide production and commercial skills into structures that are traning of management staff and in the monitoring of their career in the Operation Centres and Departments. These operational areas also have a set of specific Support Structures for this Construction sector, in the areas of Formwork and Prestressing (including a Reinforcement Production Centre), Projects, Equipment Management and Logistics of Proposals, and a Materials Laboratory.

In this Sector, the Group also has an important Project Department, through which Engineering Studies are developed and executed, for the entire Texeira Duarte Group, which have proved to be of great importance in the technically based presentation of proposals and projects. This Department is also responsible for coordinating and implemation Modelling) throughout the entire Teixeira Duarte Group, by consolidating internal training, developing projects with this methodology and creation of internal procedures.

Also integrated into the Construction structures that, although more focused on this activity, also support other sectors of the Group in terms of Management, and also has an Operational Centre installed in Montijo, in an area of more than 100,000 m² and which is an enormous additional value for the services provided to its clients.

In addition to all those structures more directly linked to the operational area, there is a set of Central Structures and Services with special transversal support responsibilities, which constitute the so-called Corporate Area.

Its founder, Engineer Ricardo Esquível Teixeira Duarte, who concluded the first course of Civil Engineering administered at the Higher Technical Institute and acted as the president of the Order of Engineers, he was always recognised by his contemporaries for his technical merit and innovation.

Texeira Duarte continued its operation mark, always considering itself a true Engineering Establishment. From large infrastructures like bridges, dams, highways and other public works, as well as hospitals and large buildings considered historic landmarks, Teixeira Duarte is recognised as a synonym of knowledge and experience, being a construction market.

In addition to "Teixeira Duarte - Engenharia e Construções, S.A." - which is the Group's parent company - there are also other subsidiary companies operating in specific areas of Construction, particularly Underground and Railway works, as well as several Complementary Groups of Companies (ACE) and other similar structures related to specific projects.

In 2021, the Teixeira Duarte Group companies working in this Construction sector operated in the markets of Portugal, Angeria, Brazil, Cape Verde, Colombia, Ecuador, Spain, Gabon, Kuwait, Mozambique and Peru and maintained commercial activities on the French, Moroccan and British markets.

Teixeira Duarte's activities on all of these markets were affected by the Covid-19 pandemic, although with different circumstances and scope according to the official measures implemented in different countries and the measures taken by other stakeholders, specifically clients, suppliers and partners.

Since the beginning of this situation, in all proceed, Teixeira Duarte implemented a wide range of measures that varied according to the markets and clients, such as providing more bathrooms and canteens, taking temperature measurements, protective equipment, logistics to avoid contact with potentially contaminated areas, regular procedures for sanitising the sites, rules on the use and capacity of spaces and entering and exiting the sites, in many cases in specific coordination with the health authorities and other project entities (project owner, supervisory bodies and the authorities).

This effort and cooperation of all those involved, especially the employees themselves, allowed contingency and prevention measures to be created to comply with the guidelines of the authorities and contain the public health risk, to achieve this design and to take the necessary steps to safeguard business continuity and the impact that all of the above has on its stakeholders.

Joao Pessoa President Castro Pinto International Airport - Brazil

Evolution of Construction Turnover (Values in thousand euros)

Sales and Provision of Construction Services overall decreased by 10.9% year-on-year.

Portugal registered an increase of 16.9% compared to 2020, mainly due to the good performance of the private sector.

Foreign markets decreased by 28.2% year-on-year, which corresponds to a reduction of 58.698 thousand euros, influenced by the suspension of six works in Algeria and the recognition of losses from increases in income of 73,123 thousand euros.

In addition to the reduction in Algeria referred to above, Angola presented a decrease of 16.8% from the previous year, while the Brazilian and Mozambican markets showed increases of 28.6% and 89.3%, respectively.

Foreign markets now represent 49.7% of Construction Services, instead of the 61.7% it represented in 2020.

In terms of the different business areas in which Teixeira Duarte Group companies operated in 2021, it should be noted that the contributions, in consolidated terms, of each company were as follows:

Weight of the Areas of Action in Construction Sales and Services Rendered

EBITDA in Construction fell by 101,406 thousand euros compared to last year, reaching a negative EBITDA of 70,799 thousand euros in 2021.

The reduction in EBTDA was strongly influenced by the six contracts in Algeria with an impact of 88,509 thousand euros and the negative variation of 6,040 thousand exchange differences, as well as by the reduction in activity in Angola and Algeria, partly affected by the Covid-19 pandemic.

Operating Result reached a negative amount of 84,426 thousand at the end of 89,820 thousand euros compared to the same period, to which the aforementioned Algerian impact of 76,455 thousand euros and the negative variation of 6,040 thousand euros in exchange rate differences contributed operational.

ACTIVITY IN 2021

In non-consolidated terms and in order to gain a perspective on total activity in 2021, it is hereby reported that the operating revenues achieved by Group companies in the Construction sector reached an overall value of 388,277 thousand euros, a decrease of 14% compared to 2020.

GEOTECHNICS AND FOUNDATIONS

Designed and carried out in the area of Geotechnics are Technical Solutions of Engineering and Foundations, Geological Studies, Mining Prospection, Pie Wallings, Anchors, Consolidations, Injections, Jet-Grouting, Projected Concrete, among other special works.

Overall, the activity developed in this area of Geotechnics and Foundations decreased compared to 2020, with Portugal continuing to be the main market, representing around 40% of the total, with the remainder of the activity distributed by the ongoing contracts Angola, Algeria. Brazil, Colombia and Mozambique.

In Portugal, the following works stand out:

  • · General excavation of soil and rock, anchored "Berlin" type peripheral containments and works with shotcrete and anchorages, as part of the construction of the "GRAND BAY RESIDENCES" project, in Cascais;
  • · For the client "BIG CITY", a circular peripheral contain and shotcrete was carried out in Porto;
  • · As part of the expansion of the "TRYBA/CAXIAVE" facilities, an indirect foundation with micropies was designed and built for the new industrial buildings for the expansion of the existing plant;
  • · As part of the contract for "SLOPE STABILISATION AT IP3 (KM48+650 and 55+600"), earthmoving works, micropile curtains, reinforced concrete structures, drains and replacement of the pavement were carried out;
  • · Work was carried out for the containment of the Jamor River embankment, in Queluz de Baixo, for the Oeiras City Council. The solution included the reprofiling of the slope, installation of restraint nets nailed using mountaineering works, ending with the replacement of the crown of the street adjacent to the slope, restoring the necessary traffic safety conditions;
  • · Execution of a moulded peripheral containment wall for excavation with provisional anchorages and subsequent execution of foundation piles of the "PRESTIGO BUILDING", in Porto;
  • · Peripheral containment through a moulded wall with several levels of provisional anchorages, installation of the entire monitoring system and subsequent general excavation of lot 33 of the Teixeira Duarte Group real estate development "FABRICA 1921":
  • · Construction of the perioheral containments and indirect foundations of two residential developments in Alta de Lisboa, having executed the respective moulded walls, provisional anchorages, monitoring system, foundation piles and general excavation;
  • Several geological and geotechnical exploration and reconnaissance works were also carried out throughout the exercise, including rotation surveys with continuous sample collection and subsequent laboratory tests.

In Angola, the conclusion of the contract "Foundations and Reinforced Concrete of Silos and Grinding Factory", caried out for "HIGITEC", as well as the realisation of the indirect foundations and bottom slab of the "MFINDA Building" and also the execution of indirect foundations and reinforced concrete works in the "INDUVE – Indústrias Alimentares, S.A."

Cacuaco General Hospital, Luanda - Angola

In Algeria, due to the conclusion of the ongoing contracts in this area, the equipment of this speciality that the Group had allocated for these works took place in 2021.

Brazil became the second most significant market in this area of activity, with the following in particular:

  • · The completion of the works within the scope of road contracts "BR373 and BR376, in Ponta Grossa, Paraná state, contemplating the services of foundations on moulded piles in addition to containment of slopes with definitive anchorages, nailing, lining mesh for slopes and application of shotcrete;
  • · Execution, for "BAMN", of the "Foundations of the road bridge over the Almada River", in the site of Bahia, contemplating the setting of tubular metal piles, with a diameter of 800 mm, installed with a vibrator and impact hammer, with the aid of a provisional constructive platform of the "Cantitravel" type, which was specially designed for this purpose, allowing successive advances in 26-meter spans;
  • · Execution, for the "VALE", of the deep foundations, by the monitored continuous auger solution, for the "Brumadinho Memorial Installation" in the state of Minas Gerais, with diameters ranging from 500 mm, for a total of 10,361 meters;
  • · For "Camargo Corrêa Infra", the foundation of the project for "Implementation of Section III of Line 1 of the Salvador Subway System" was concluded, in the state of Bahia, contemplating the execution of large diameter piles (1800mm), with embedding in a rock matrix:
  • · For "Engetec", the execution of deep foundation piles of large diameters (1600mm and 1200mm) began, with a total of 809 meters, with recessed in rock matrix, for the OAE-402 Special Artwork, integrated in the "Construction of the São Sebastião Contour", located on the north coast of the state of São Sebastião Sao Paulo;
  • · Also highlight in the building works segment the "Reserva Alta Vista" project, located in the city of Jundiaí, state of São Paulo, contemplating the execution of the foundations of two residential towers on moulded piles, with diameters ranging from 800 mm to 1600 mm, for a total of 3,866 meters.

In Colombia, the Group participated in some of the most important public contracts with indirect foundation work for piles and slope containment with shotcrete, Californian drains, nailing anchorages, among which "CONCESSIÓN FERROCOL - UNIT FUNCTIONAL 7 Y 8" for the FERROVIAL/COLPATRIA consortium and "PROYECTO MAR 2" for CHEC.

In Mozambique, the "Construction of Port Facilities for Nacala Port Development Project Phase I & II' work was completed in Nacala, carried out under the subcontract for the Japanese consortium "Penta Ocean/Toa", Construction of the Port of Nacala, Phases Land II, for the Ministry of Transport and Communications in Mozambique and given the the country is experiencing, only a few geotechnical prospecting works were carried out.

BUILDINGS

Significant activity has still been maintained in the construction and refurbishment of all building types, specifically large scale and highly complex public and private buildings designed for a wide range of uses. In 2021, the Group operated in this area in Portugal, Angola, Algeria, Brazil, Mozambique and Kuwait.

Overall, in 2021 we saw a 36% growth in activity compared to that recorded in 2020, and the same was true for the main economic indicators.

This growth in turnover was supported by the markets of Portugal, Kuwait, Brazil and Mozambique, which recorded significant increases in activity compared to 2020.

In Angola, the trend towards a reduction in the volume of work, which has been accentuating since 2018, has continued.

Portugal continued to assume itself as the main market in the area of Buildings with a contribution of around 60% of the total operations in this area.

In Portugal, activity grew by 25% in 2021 compared to 2020, thus resuming the growth cycle started in 2017.

Despite this situation, in 2021 and similar to what was observed in the previous year, the activity continued to suffer severe constraints resulting from the Covid-19 pandemic and also from the lack of labour that occurs in the construction sector in Portugal, situations that prevented an increase even more expressive workload in 2021.

The year was also marked by the anomalous rise in the prices of raw materials of construction materials, as a consequence of disruptions in the dobal logistion chains caused by the Covid-19 pandemic, as well as by the significant increase in the cost of labour, situations that impacted direct form in the contracts in 2021.

Throughout 2021, there continued to be a strong dynanic in the private real estate market, with a special focus on new housing construction and construction of offices, which constitute the vast majority of our current portfolio, from which a new growth in activity is expected for 2022.

Possible growth of activity in the public works area is also expected, resulting from the Recovery and Resilience Plan designed for the coming years.

In this market, in 2021, the housing and commercial development "One Living" - Lot 2, in Cascais, as well as the Amoreiras Garden development, for EMGI, for 11.4 million euros and the Valrio I development, in Lisbon, for ENIGMACROPOLE for 15.2 million euros, was concluded for the real estate company of the Teixeira Duarte Group million euros.

Still in 2021 and also for the real estate company of the housing and commercial developments "One Living" - Lot 1, in Cascais and the 1st phase of the "1921 Factory", in Benfica, continued. The River Plaza project, in Vila Nova de Gaia, was also started.

During 2021, following the contracts signed in 2019 and 2020 for the Development at the Entrada Nascente de Cascais for GRAND BAY RESIDENCES - SICAFI, S.A. and AUCHAN RETAL PORTUGAL, S.A., two further amendments to the contract were signed in June and December, of the value of 17.5 million euros, corresponding to the finishes and special installations of Lots 2 and 3 of the Residential Project.

For OCM Capital Partners, the contract for the "Villa Unika" project, in Cascais, worth 14 million euros, also of a residential nature, with 16 apartments, was continued and, for the same client, the Lot 14.5 contracts started in Alta de Lisboa.

Also associated with the "Valrio" project, ENIGMA COLOSSAL contract for the "Valrio II" building in Lisbon, with a total of 55 apartments and an award value of 8.9 million euros.

For Reformosa, the construction of the "High Lapa" and "Legacy" housing projects in Cascais continued.

For EMGI, a contract was initiated for the rehabilitation of a residential building on Avenida da República 55, in Lisbon, and for the Sete Colinas Closed Real Estate Investment Fund, the "Dom Luís Boavista" building, which will give rise to a hotel.

In different areas of activity, the projects of the "Henrique Mendonça Palace", in Lisbon, for ISMACO and Beneficência Familiar in Porto continued in 2021, and the works of the "Hoso Tower" in Porto for the "MUDE - Design and Fashion Museum", in Lisbon, for the Society of Urban Rehabilitation, from "iBET - Institute of Experimental Biology and Technology and the Senior University in Seixal for Uniseixal,

In Brazil, in 2021, there was, as expected, an increase in activity of approximately 40% compared to 2020, resulting from the completion of the contract for the "Feira da Madrugada" and the construction of Phase 2 of the "Brasília Cathedral". Despite the constraints imposed by the Covid-19 pandemic throughout the year, the economic situation in Brazil improved due to the continuity of aid in 2021, implemented by the Federal Government in 2020, to the States and Municipalities, companies and the most disadvantaged population, which promoted the increase in the consumption of services and consequently industrial production.

In the course of 2021, in addition to the outstanding works related to the "Feira da Madrugada" for the São Paulo Shopping Circuit SPE S.A. and the "Cathedral of Brasilia" for the Universal Church of God, four new contracts are also being registered: the construction of a Temple for the Mormons, in the State of Bahia, of a value of approximately 253 million reais; the shopping centre renovation works in the interior of the State of São Paulo, for Aliansce Sonae, of a value of 17 million reais; the works of the Regional Hospital of Ourilandia do Norte, in the State of Pará, for Vale, of a total value of 101.85 million reais; and the renovation and expansion works of Joao Pessoa President Castro Pinto International Airport and Campina Grande President João Suassuna Airport, both in the State of Paraíba, for AENA Brazil, in a consortium with leadership of Teixeira Duarte and corresponding value of 145.5 million reais.

For 2022, a new growth in activity resulting from the portfolio is expected and also from the expected increase in private investment motivated by the stimulus to the economy promoted by the Central Government in the area of concessions.

In Angola, the weak performance of the economy during 2021 by the vacination process against Covid-19, strongly conditioned the construction environment, delaying the start of new projects, both public and private, whose investments remained at historically low levels.

On the other hand, the increase in inflation had a very significant impact on the construction industry, reaching exceptionally lov levels of activity.

However, the significant increase in cement and clinker imports, which occurred during the last quarter sign that allows us to foresee a moderate growth in activity for 2022.

In this context, the contract for the General Hospital of Cacuaco for Alkra Technologies FZ-LLC, which took place in the last quarter of 2021. in the last quarter of 2021. is part of a structured financing by VAMED Engineerig Deutschland GmbH. with a value of 9.5 million of euros, whose main works focus on the execution of indirect foundations and reinforced concrete structure. The contract, carried out in consortium with Alves Ribeiro, is scheduled for completion in September 2022.

With a gross construction area of 28,000 m², spread over 6 3-storey buildings, the hospital will have a total of 302 beds, of which 272 are in hospitalisations and 30 in intensive care, 4 operating theatres, 4 delivery rooms and an oncology unit.

Thus, and taking into account the portfolio of works, namely in the hospital area, a moderate increase in the Buildings area is expected for 2022.

In Mozambique activity remained at low levels, as a result of the difficult economic and financial situation that the country is experiencing in recent years, aggravated by the impact of the 2nd year of the Covid-19 pandemic.

In this context, in addition to the effects of climate disasters and the instability caused by the armed conflict that has plagued the north of the country, a significant change in the low levels of activity for the construction area is not expected in 2022.

During 2021, under the contract for the Construction of the Port of Nacala, Phases I and II, for the Japanese consortium "Penta Ocean/Toa", the construction of support buildings continued.

In the second semester, the contract for the design/construction of an Administrative Building in Porto Maputo is registered for DP World, for an amount of approximately 3.5 million euros.

In Kuwait, Teixeira Duarte contract for the construction of the Umm Al Hayman Wastewater Treatment Plant for WTE Wassertechnik GmbH - Kuwait Branch, of a value corresponding to around 166 million euros. As occurred in 2020, construction activity continued to be strongly conditioned by the effects of the Covid-19 pandemic in 2021.

The measures enacted by the local authorities limited, for much of the year, the entry and movement of people, goods and services in the state of Kuwait, which severely affected the adequate mobilisation of human resources, equipment and materials for this project, which led to a progression of the work much lower than expected and, consequently, caused the to be extended to December 2023.

In the last quarter of 2021, with the easing of the restrictions related to the Covid-19 pandemic, it was possible to meet the necessary conditions for the normal development of the work plan for the contract.

Thus, for 2022, while maintaining current conditions, we will see a significant increase in production levels in this contract and consequent billing, compared to what occurred in 2021.

Barra do Cuité Bridge, Minas Gerais - Brazil

"One Living" Venture, Cascais - Portugal

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UMM AI Hayman Wastewater Treatment Station - Kuwait

INFRASTRUCTURE

In the area of Infrastructure, the Teixeira Duarte Group companies bring together a wide and diverse set of works caried out, namely roads and highways, bridges and viaducts, dams, tunnels, railroads and interfaces, maritime, river and port works, environmental construction and also water and natural gas infrastructures.

In 2021, the Group had contracts in Portugal, Algeria, Ecuador, Mozambique and Venezuela, and also continued technical and commercial activity in some countries in Latin America, Africa and Europe, which allows to medium term, the award of some contracts in these geographies.

In Portugal, the activity grew, with the following contracts standing out:

  • · Continuation of the work for the real estate company of the infrastructures of the urbanisation of the "Vila Rio" development, in Póvoa Santa Iria;
  • · Start of work for REN National Electric Network for Slope Rehabilitation and Reinforcement of the Carvoeira Substation, in Torres Vedras, which consists of the complete excavation of existing landfills with about 66,000 m3, execution of draining ditches, execution of new landfills in rockfill and replacement of the access;
  • · Within the scope of the Complementary Group of Companies called ACE Viadutos do Campo Grande, constituted by Teixeira Duarte - Engenharia e Construções, S.A. and its subsidiary SOMAFEL - Engenharia e Obras Ferroviárias, S.A., the development phase of the implementation project of the Contraction of the rough, finishes and systems within the scope of the Lisbon Metropolitan Expansion Plan – Extension of the Yellow and Green Lines – CAMPO GRANDE VIADUCTS – LOT 3. It should be noted that the execution project was developed using the BIM methodology, constituting a challenge in the scope of innovation and technological development of the Company;
  • For IP, Infraestrutura de Portugal, S.A., the Modernisation Contract for the Beira da Beira Guarda section, has begun, which is carried out in a consortium in which the company of the Group "SOMAFE – Engenharia e Obras Ferroviárias, S.A." is also included. The intervention includes the Celorico da Beira, Vila Franca das Naves, Pinhel and Guarda stations, as well as five stops: Baraçal, Maçal do Chão, Cerejo, Trajinha and Sobral;
  • · For IP, Infraestrutura de Portugal, S.A., the contract for Via and Catenary between Évora and civil construction of the sub-section Évora - Évora Norte was started out in a consortium in which the company of the SOMAFEL Group - Engenharia e Obras Ferroviárias, S.A. is also integrated. The project is part of the so-called International South Corridor (CIS) and aims to connect the Southern Ports (Sines, Setúbal and Lisbon) and the Spanish border (Caia/Badajoz).

Also in Portugal, the following contracts carried out in the area of Rehabilitation are highlighted:

  • · For the University of Coimbra, the "Contract for the rehabilitation of the roofs and facades of the São Pedro College of the University of Coimbra". The intervention building, named St. Peter's College, is integrated into the Paço das Escolas, classified as a National Monument, and is part of the University of Coimbra area, also classified as a World Heritage Site by UNESCO. The planned works include the rehabilitation of the building, including chimney, the restoration of the facades, the repair or replacement of existing wooden frames, the conservation of stonework, as well as ordinary maintenance actions;
  • · Also for the University of Coimbra, and in the same patrimonial framework as the previous work, the "Contract for the execution of the rehabilitation of the roofs and facades of the Sala dos Capelos and Royal Palace of the University of Coimbra";
  • · For "CLT Companhia Logistica de Terminais Marftimos, S.A.", the rehabilitation and reinforcement of structures at the Sines liquid bulk terminal (TGLS) began. This relevant intervention at the rehabilitation and reinforcement of various structures, and will be subject to the TLGS stations where the contract takes place, and GALP intends to maintain the operation without constraints.

In the area of maritime infrastructure, two works stand out in Portugal:

  • · The consortium led by Teixeira Duarte continued to execute the contract for reprofiling the -10m (ZH) pier, repaving the Port embankment and improvement of the technical networks integrated therein and dredging of the porta Delgada port, on the island of São Miguel, for Portos dos Açores;
  • · The contract for the extension of the outer breakwater and the maritime accessibility of the Port of Leixões began in 2021 for APDL - ADMINISTRATION OF THE PORTS OF DOURO, LEIXÕES AND VIANA DO CASTELO, S.A., which integrates the works to extend the outer breakwater to a length of 300 m, as well as the Maritime accessibility, contemplating the deepening of the access channel and the rotation basin. by dredging incoherent and rocky material. in addition to the partial demolition of the North Jetty, in an extension of 80 m, and reconditioning of its forehead in a rearmost position. This contract was awarded for the value of 130.3 million euros to the consortium led by Teixeira Duarte — Engenharia e Construções, S.A., and has an execution period of 900 days.

In Algeria, after the impact of the pandemic that caused the suspension of all works for a long period of time after the closure of the Algerian Borders, decreed on 19 March 2020, the political and economic situation the development of the activity, with the greater part suspended works, with the exception of maritime works "L'étude, la réalisation des aires de transfert, les infrastructures maritimes et génieures et l'instalation d'un complexe élévateur à bateaux d'une capacité de levage égale ou supérieure à 9000 tonnes et la formations ", for the E.C.R.N. "L'établissement de Construction et de Réparation Navales" (part of the Algerian Ministry of National Defence), based at the Mers-el-Kebir Naval Base, which continued to develop as normal as possible and is expected to be completed in the first half of 2022.

In Mozambique, the consortium led by Teixeira Duarte — Engenharia e Construcões, S.A., continued to the "Construction of Port Facilities for Nacala Port Development Project Phase I & II" in Nacala, carried out under the subcontract for the Japanese consortium "Penta Ocean/Toa". The work includes the reconstruction of a 400-meter-long pier and the construction of container parks, railways, buildings and multiple infrastructures.

In Cape Verde, the Covid-19 pandemic continued to have an impact on the expansion and requalification of the English Port in Ilha do Maio, although less significant than last year, which allowed the turnover to have grown considerably in that country.

In Brazil, despite the negative effects felt by the Covid-19 pandemic, the Group registered an increase of Construction in the order of 60% compared to the previous year, which became the market with the highest volume of activity in the area of infrastructure, with around 40% of the total.

This growth contributed, on the one hand, to a significant increase in activity and also that, for the first time, rehabilitation activity was integrated within the infrastructure area.

In terms of the activity carried out during the period under review, we highlight the following contracts:

· For the DNT - National Department of Transport Infrastructure, the elaboration of projects and execution of duplication works on the BR-116/BA Highway - Lots 06, with a length of 40 km, continued at a pace conditioned by the availability of the public budget, in the State of Bahia. It is a project of duplication of one of the most important highways in Brazil, in a state very lacking in infrastructure and where the economy has grown at a faster pace than the infrastructure available for its development. This project made moderate progress in 2021, having, despite all the constraints and with a lot of effort on the

part of the construction consortium, allowed the opening to traffic of another 18 km of duplicate road, with a very positive impact for the region;

  • · For VALE do Rio Doce, S.A., the execution of civil works to increase the Itabiruçu dam massif to an elevation of 850m was continued in the municipality of Itabira, Minas Gerais State, and it is expected that during 2022 this work will be practically completed;
  • Also for the same client, in June 2021, the total contract for the execution of civil works for the reinforcement of the Santana Dam, in the municipality of Itabira, State of Minas Gerais, was contracted, in the case of another contract by downstream of the dam body, increasing its safety coefficient by compliance with the new regulations in force. In parallel, the other organs of the dam will be adapted and maintained, namely the flood unloader and drainage systems;
  • · The services of drilling and blasting in rock with explosives, excavation, discharge of ore and sterile materials, preservation of equipment circulation paths, spreading and deposition of the transported material were continued for Atlantic Nickel, S.A., next to the city of Ipiai, in the municipality of Itagibá, in the State of Bahia. It is a pure oper-pit mining operation contract, executed in a consortium with four other companies, and is expected to be concluded in June 2022;
  • · Also for Atlantic Nickel Mineracao, Ltda. the execution of the Santa Rita Dam enhancement services was successfully completed in May 2021;
  • · For "BAMN Bahia Mineracão. S.A." (BAMN), the contract for the Provision of Engineering and Civil Construction Services under Full Contract Regime was continued, for the "Initial Works Necessary for the Future Implementation of the South Port", which consist of the construction of the industrial access road to the future South Port, next to the city of llhéus, in the State of Bahia, including the Almada River Bridge, the BA-648 Viaduct and the execution of a 12km long access road;
  • · For RODONORTE Concessionária de Vias Integradas, S.A. CCR Group, concluded the Contract for the Implementation of the Intersections of Priorities 05A and 05B Located at BR-373, Km173 and Km180 on Avenida Souza Naves and 160 located at BR-376, km 499, in the Region of the City of Ponta Grossa, State of Paraná, under the concession of the aforementioned RODONORTE. This work construction of three road intersections on the BR-373 and BR-376 highways, covering works of a multidisciplinary nature, highlighting the activities of earthworks, paving, special works of art, retaining walls, slope stabilisation works, special foundations and diversion of interferences of a various nature;
  • · On 26 November 2021, the contract for the Santa Teresinha Road Complex and Structural Reinforcement of the Castelo Branco Viaduct was signed with the Municipality of Santo André. It is a work to be carried out in a consortium, whose project consists of the construction of a road complex materialised by a network of viaducts in a strongly urbanised point, with a view to improving the flow of traffic in an area of heavy congestion. Also part of the structural recovery of a viaduct in service that shows increasing signs of deterioration, requiring immediate intervention;
  • · For DNOCS National Department of Works Against Droughts, the Execution Contract for the Remaining Works for the Construction of the Fronteiras Dam was also signed in December 2021, in the Municipality of Crateus, in the State of Ceará. The project consists of the execution of the remaining works of a dam and its complementary bodies and accesses.

In the area of rehabilitation, the following contracts executed for VALE stand out in 2021:

  • · Multi-year maintenance contracts were continued at Estrada de Ferro Vitória Minas Gerais;
  • · Contract for the replacement of the Cuieté Bridge, a work with a strong engineering component, on the Vitória Minas Railroad, which ended in November 2021:
  • In the region of Mangaratiba, in the State of Rio de Janeiro, the Structural Recovery contract for the Quay of the Gualbal Island o Terminal (TIG) stands out;
  • Hiring another contract for the structural recovery of Pier-2 in Porto do Tubarão, State of Espírito Santo, whose work consists of the rehabilitation and structural reinforcement of a reinforced concrete pier.

For 2022 there are encouraging signs of recovery in the construction sector in Brazil, focusing on the area of infrastructure, allowing us to look at the coming years with some optimism.

In Ecuador, the crisis caused by the Covid-19 pandemic has further aggravated the chronic problems facing this country, a situation that has led to strong containment in infrastructure. Nevertheless, the monitoring of this market was maintained, where a project of relevant dimension (Daule-Guayaquil Bridge, over the Daule River) was concluded in 2020, with success recognised by all.

Évora and Elvas Line/Évora/Évora North border and subsection – Portugal

Port of Ponta Delgada, Azores - Portugal

Bridge over the Almada River, Ilhéus - Brazil

METALWORKING

The Metalworking area has a strong vocation, showing particular expertise in its manufacturing and assembly aspects, combined with a specialisation in the field of mechanics and oil-hydraulics. This valence enables the Group to study, develop and implement technical solutions of high complexity and precision, including the movement and assembly of large structures.

These activities, developed directly for external clients, or in an integrated manner with other areas of the Group, include projects for the rehabilitation and construction of mixed bridges and viaducts, buildings, industrial constructions and hydromechanical equipment.

In 2021, the Metalworking activity developed with an important contribution to several projects in Portugal, Algeria and Brazil.

Overall, there was a decrease in the volume of activity compared to the previous year.

In Portugal, a market in which there was some stagnation and postponement of decision-making on contracts in this area of construction, the activity remained without growth.

At the manufacturing facilities at the Teixeira Duarte Operational Centre, in Montijo, where the production of metallic structures takes place, the production for works of the Group continued, in projects such as "MUDE - Museum of Design and SIDUL Açucares, or for supply to external clients such as the BRISA and EDP Groups.

In the area of Mechanics, dedicated to the repair and maintenance of equipment, the collaboration with the Equipment Management and also with other companies of the Group such as EPOS, S.A. and external clients such as "SOMINCOR - Sociedade Mineira de Neves Corvo, S.A.".

In the area of research and development, collaboration with the project to develop an anti-seismic shelter "SHELTER", within the scope of the Portugal 2020 Programme.

In 2021, for the manufacture of metal structures at the Teixeira Duarte Operational Centre, in Montijo, the EXC4 Execution Class Certification was obtained according to the standard "EN 1090-1:2009 +A 1:2011". This is the highest level of Factory Production Control Certification under that standard.

In Algeria, the activity was maintained in collaboration with other areas of activity, especially the participation in the contract "Structures Génie Civil et Maritime or Installation d'un Complexe élévateur a Bateaux", following the contract established with "L'Etablissed de Construction et de Réparation Navales (E.C.R.N.). In this large and technical complexity enterprise, the Metalworking's participation was

highly important, namely in the installation of various technical equipment and installations, as well as in the entire process of training and knowledge transfer to the owner.

In Brazil, the activity was maintained at a significant level, having participated in projects in partnership with the other areas.

The Metalworking area participated in the Brasilia Cathedral, for the UCKG, in the supply and assembly of metallic structures, some of which were of great complexity, especially the roof with a procedure using a high-precision oilhydraulic system.

The construction of the bridge over the Almada River, a work with a very significant metallic component, in Ilhéus, Bahia, was completed with the Brazilian law firm, in Ilhéus, Bahia, for "BAMIN - Bahia Mineração, S.A.".

For VALE, the contract called "Replacement of the Cuieté Bridge" was carried out in Conselheiro Pena (Minas Gerais), consisting of the work on replacing the railway bridge, with the use and adaptation of the existing bridge for road traffic. To this end, a complex engineering solution was developed and implement of the bridge, and the work was carried out with total success and customer satisfaction, similar to other projects previously executed.

For the 2022, despite the well-known global contingencies, namely with the increasing evolution of raw materials, and the consequent high degree of uncertainty, intense and attentive commercial action has been maintained, with the exploration of business opportunities and the presentation of various proposals, both in the markets where has been activity, or in other markets, namely in Europe.

Mers El Kebir Boat Lift - Algeria

UNDERGROUND WORKS

For Underground Works, the Teixeira Duarte Group holds 100% of the capital in specialised company, "E.P.O.S. - Empresa Portuguesa de Obras Subterrâneas, S.A." (EPOS, S.A.), which, since 1986, has been active in the mining area, with branches operating in Brazil, Colombia, Spain and Peru.

The year of 2021 was characterised by the candemic state and the inevitable impact on the normal development of the activity. However, its effects on the dynamics of the company's activity were not as last year.

In this context, the volume of activity in this business area was approximately 23% higher.

It was in Portugal where the growth in activity was most significant, with an increase of more than 50% when compared to 2020. The Portuguese market thus reinforces its leadership position with 49% of the total activity, mainly due to the activity at the Neves Corvo Mine in the execution of the development of mining infrastructure, drilling, loading, sustaining and removing ore, transportation and application of shotcrete for the client SOMINCOR - Sociedade Mineira de Neves Corvo, SA., and this contract is in the process of being concluded, so a possible new 3-year contract is being negotiated with the client.

Brazil remains the most important foreign market in this business area, representing around 30% of the Cuiabá Mine contract for client Anglo Gold Ashanti, Córrego do Stio — Mineração, S/A, which runs until 2024. EPOS is commercially involved in large mining projects, committed to a strategy of growth and diversification of customers in order to minimise risk exposure.

The operation in Spain registered an increase of around 8% in turnover this year, maintaining the activity exclusively for the client "MATSA – Mina de Aguas Teñidas S.A.U", with the main contract ending in 2025, with 20% of the works being executed so far.

In Colombia, the only contract in execution to the subcontract of the La Paz Tunnel for the FERROCOL consortium was concluded, and during 2021 important commercial proposals for the activity in that country were studied, with the respective return on that investment.

In Peru, the Lima metro contract for the "Constructor M2 Lima" for "Excavación, Revestimiento Primario Y Revestimiento Secundario de Los Túneles Ramales Natio Taller Santa Anita" is nearing completion, with profits doubling for the year previous.

In terms of budgeted proposal volume, the market contributing most in 2021 was Brazil with 26%, Spain with 23%, Colombia with 8%, and finally Portugal representing only 5%.

In a significant part of this volume of proposals submitted in 2021, the process was not completed by the respective contracting entities, which postponed the decision making, and there is a good prospect that the year of 2022 will bring the corresponding return in terms of awards and respective contribution to the increase in the success of the company.

It is also expected that the start of the Recovery and Resilience Plan, as well as the continued implementation of Portugal 2020, will boost the country's growth, through the reinforcement of public investment in construction and public works, with an increase in labour shortages, and the extension of the deadlines for delivery of services, equipment parts and new equipment.

La Paz Tunnel - Colombia

RAILWAY WORKS

In the Railway Works sector, the Teixeira Duarte Group operates through Teixeira Duarte – Engenharia e Construções, S.A. and "SOMAFEL – Engenharia e Obras Ferroviárias, S.A.", a company that was 60% owned by the Teixeira Duarte Group during the financial year under analysis. This company is geared towards the construction, refurbishment and upkeep of railway infrastructure, induding electrification (catenary), where it operates both directly and through its subsidiary in Brazil "SOMAFEL – Obras Ferroviárias e Maritimas. Ltda" and Gabon "SOMAFEL GABON" – all hereafter referred to as SOMAFEL.

In this area, SOMAFEL has consolidated its operations in the railway area, which currently enshrines Portugal (50% of the total) and Brazil (30% of the total) as its two maintaining productive activity in Algeria, Mozambique and Gabon, these three markets together represent the remaining 20% of the activity of this subsidiary.

In Portugal, its activity focused practically only on the maintenance contract for Lot 1 and 2 of the National Railway Network, while in Brazil work was carried out indirectly linked to the provision of heavy mechanical attack services. In Algeria, work was completed on the rolling path of the military base in Oran and in Mozambique the road work started at the Port of Nacala.

It should be noted that in Portugal, the important works raised in their administrative processes in the contracting phase and delays in obtaining environmental IP licenses by Infrastructures of Portugal, with particular emphasis on the Beira Alta Line and the rail link between Évora and Elvas, recognised as the largest new railroad construction project of the last 100 years in Portugal. This set of events culminated with the start of work for 2022, hampering the Group's performance in this area in 2021.

Regarding commercial activity, studies and proposals were developed for the central and northern European markets and for countries in Latin America and Africa.

The year of 2021 is marked by the investment in a new heavy mechanical attack group, consisting of a MATISA B66U-C Lacing and a MATISA R21 Ballast Adjuster. This is a major increase in SOMAFEL's production capacity and an important technological advance in its capacity, since these devices are equipped with the most sophisticated systems on the market.

The prospects for the coming years in this area of activity remain promising both due to the portfolio of works aready collected, in particular, in the domestic market, and in the global perspectives of strong investment in the railway.

It should be noted in this regard that the objectives outlined by the Paris Agreement and the targets for 50% reduction of CO2 emissions by 2030 and emission neutrality by 2050, will only be possible to achieve with a strong investment in this sense, the European Commission plans to double existing high-speed lines by 2030 and increase freight transport by 50%.

Also in Africa and Latin America, the strong demographic pressure on large cities will boost the construction of rail means of transporting passengers and goods.

Rail loading/unloading operation – Portugal

Carajás Railroad - Brazil

IV.2 Concessions and Services

The Teixeira Duarte Group started operating in this area in 1984, in Macau, through a stake in "CPM - Companhia de Parques de Macau, S.A.", which it still holds today and to which it has added others in Portugal. Angola, Algeria, Brazil, Belgium, Spain, Luxembourg, Mozambique, Qatar and Venezuela.

In the Concessions and Services sector, Group companies work in business areas with different natures, such as Facilities Management and Facilities Services, the Environment, educational activities in Angola, small hydroelectric power stations in Brazil, and the operation and management of a port in Venezuela.

In this sector, Teixeira Duarte also holds several non-controlling interests in other companies whose management is not conducted by the Group's structures and which, in almost all cases, are not included in its consolidation perimeter. Various notes are also presented at the end of this chapter on the most important ones.

Teixeira Duarte's activities in all of these markets were aftected by the Covid-19 pandemic situation, albeit in different circumstances and with different scopes depending on the areas of apital held by these entities, the countries, the official measures implemented there and measures put in place by other stakeholders, specifically clients, partners and sector supervisory authorities, such as the case of the Ministry of Education in Angola.

The two areas with the greatest impact on Teixeira Duarte's activities in this Concessions and Services sector are Facilities Management, both significantly affection, albeit in different ways, to which they reacted right from the start: the first through logistics measures taken at the school's premises, involving a deep-rooted adaptation to new educational-teaching methodologies, and the second with a vast set of measures that varied according to markets and customers, such as taking temperature measurements, providing protective equipment, logistics with potentially contaminated zones, procedures to regularly sanitise the premises, rules for the use and capacity of spaces and for entering and exiting premises in specific coordination with the health authorities themselves and other entities involved in the works.

This effort and cooperation of all those involved, especially the employees themselves, allowed contingency and prevention measures to be created to comply with the guidelines of the authorities and contain the public health risk, to achieve this design and to take the necessary steps to safeguard business continuity and the impact that all of the above has on its stakeholders.

CONTRIBUTION OF THIS SECTOR TO THE GROUP

Evolution of Sales and Services Rendered of Concessions and Services (Values in thousand euros)

Evolution of Operating Results (EBIT) of Concessions and Services (Values in thousand euros)

Sales and Services Rendered of Concessions and Services decreased 16.7% year-on-year.

In Portugal, values were similar to the previous year, still impacted by the Covid-19 pandemic situation.

It should be noted that in Angola where the Group decreased by 1.6% compared to 2020, disregarding the Angolan Kwanza, the Group would have registered an increase of 10.9% in Angola.

In Brazil, the Group registered an increase of 18% compared to the same period last year, impacted by the Brazilian Real, so that without the devaluation effect, the increase would be 27.9% compared to 2020.

In Mozambique, the Group registered a 36.8% increase in Sales and Services Rendered. In Venezuela, the operation of Puerto de La Guaira registered a 29% drop in Sales and Services, reaching 9,280 thousand euros, corresponding to a decrease of 3,795 thousand euros, as a result of BOLIPUERTOS' occupation of the facilities assigned to Puerto La Guaira.

EBITDA in Concessions and Services stood at 2,268 thousand euros, corresponding to a decrease of 80.9% compared to the previous year, penalised by the operation of Puerto La Guaira as well as by the situation derived from the Covid-19 pandemic.

The Operating Result on Concessions and Services reached a negative amount of 28,968 thousand euros, which translates into a loss of 38,365 thousand euros compared to last year, penalised by the operation of Puerto La Guaira, with the recognition of losses of 33,431 thousand euros related to the Concession and also by negating exchange differences of 6.018 thousand euros compared to 2020.

ACTIVITY IN 2021

In non-consolidated terms and in order to provide a perspective on total activity in 2021, we report that the Group's operating revenue in the Concessions and Services sector reached a total value of 88,736 thousand euros, 55% of which came from overseas activities. Overall, these values reflect a year-on-year decrease of 15% when compared to 2020. To give an idea of the main areas of activity of the Group in this sector, records show that out of the aforementioned non-consolidated operating revenue, 77% comes from the Facilities Management area and 6% from the Environment area.

FACILITIES MANAGEMENT / FACILITIES SERVICES

The Teixeira Duarte Group has been performing Facilities Services activities since 2000, and today has a group of entities operating in Portugal, Algeria, Belgium, Brazil, Spain, Luxembourg, Mozambique and Qatar through the TDGI brand.

The main areas of activity today are (i) Integrated Management of Hard and Soft Services, (ii) Technical Maintenance, (iii) Analysis and Diagnosis and Energy Solutions, and (iv) Space and Project Management.

TDGI was created with engineering at its heart, and it is committed to the development of specific technical skills and adequate technological solutions that improve service quality, operational efficiency and customer cost optimisation. In this regard, emplasis is placed on the partnership project for the development of the Glose EAM.

Given the economic situation in Portugal, 2021 was a year of stabilisation of customer numbers, and it was possible to renew several contracts with existing customers and even win new ones. This country accounted for over 50% of TDGI's activity.

In the areas of Integrated Management of Hard and Soft Services and Technical Maintenance, which repress, the renewal of some contracts such as LUSIADAS SAUDE stands out. It should also be noted the start of new contracts with clients such as UPFIELD, MINICLIP and HOTEL RITZ. Thus, in a difficult year, TDGI was an important partners, actively contributing to the rationalisation and efficiency of the management of their facilities.

The Analysis and Diagnosis / Energy Solutions area also saw an increase in turnover, particularly in the areas of Technical Audits, Energy Certification and Special Technical Installations. TDGI has been positioning itself with its clients as a technical and strater, providing a continuous service focused on reducing energy consumption. The market has at the been requesting technical due-diligences to be performed on buildings as part of acquisition processes, with the aim of installations and equipment. Emphasis should also be placed on the specialised technical work that TDGI has been carrying out for both existing and future customers, as a result of the increased technical specialisation that it has been developing.

The "Space and Project Management" area continued to perform significant interior space remodelling processes, both in the buildings area, as was the case of the European University, and BBVA, and in industry, at Philip Morris, responding to new wellbeing concepts that have been creating new trends and styles in the field of space architecture. However, this was one of the areas most affected by the pandemic, as customers generally postponed the work that they had planned due to the reduced ocupancy of spaces and uncertainty about what the office market will be like in the future.

Of note is the Industrial Area, which has been a strong focus in recent years, with the strengthening of the contractual relationship with OZ ENERGIA through the start of the operation in this area, the Project Management of the expansion works of the various facilities of this client should also be noted the work to develop a new sugar supply solution for the main production line of the SIDUL Açucares factory, in Santa Iria, with a view to the future expansion of this line, which culminated in the award to TDGI of SIDUL's own Industrial Works Project.

In Angola, which continues to be one of the largest TDGI markets globally, the year of 2021 stood out for the maintenance of the main contracts, with reference clients in the area of barking and Oil & Gas. In a year when many companies reduced their teams in Angola, TDGI always maintained its operational capacity, and therefore was able to respond to various requests from customers, thus reducing the impact of the pandemic. Of note are the maintenance work carried out for TOTAL offshore on its Dalia and Girassol platforms. Similarly, there was continued commitment to training of teams and several technical training sessions were held for employee qualification purposes.

The activity of TDGI in Algeria during 2021 was essentially to monitor the work of the new headquarters building of Bank AGB, in Algiers and the start of the maintenance contract, which will be the responsibility of TDGI for a period of two years after the completion of the work, i.e., until 2023.

In Belgium, TDGI strengthened its ongoing operations at H&M stores, while also initiating a maintenance contract with Apple. This new contract reflects the TDGI's commitment to the private market in this country. It should be noted that this market was very much affected by the pandemic, as most European institutions, stores and offices ended up with very low occupancy throughout the year.

In Brazil, despite the negative impact of the Covid-19 pandemic situation, it was possible to increase the turnover of previous years as a result, essentially, of the increase in work with existing clients and interior remodelling works.

In Spain, the year of 2021 also turned out to be significantly impacted by the pandemic. Several of TDGI's clients had their facilities closed or with very low occupancies, which ended up also reducing the TDGI's activity. Even so, it was possible to conclude new contracts, as a result of the commercial work that has been carried out, such as the provision of services to Drager, and the beginning of relations with Percassi, which allowed the contract for the maintenance of four stores of brands globally recognised as Lego, Victoria Secret, and Nike.

In Mozambique, TDGI continued to cary out its activity in a sustained manner, increasingly striving to create value and set itself apart as a benchmark company in the maintenance and facilities management sector. In the Oil & Gas area, which has been a strong focus point of TDGI, it was possible to maintain contracts with several entities, such as BAKER HUGHES, SCHLUMBERGER and also to strengthen the contract with ENI. In the Industrial sector, emphasis should be placed on the ongoing maintenance contract for the CERVEJAS DE MOCAMBIQUE factory. In the area of banking, mention should be made of the new Facilities Management contract with Banco ABSA and also the increase in contractual scope with Banco BCl. TDGI has been consolidating its activity and team by showing a commitment to training and qualification, in order to the challenges that lie ahead. Despite the difficulties in the county, TDGI's activity on this market increased in 2021 and it even strengthened its presence throughout the territory.

In Qatar, TDGI operates through the local entity "TDGISERV", held jointly with the local company "PETROSERV" - which has been operating there for more than 30 years in the area of services associated with the Oil & Gas sector - essentially with a large and longterm contract relating to the facilities of the Qatar Foundation. The term of this contract ended in September 2020 and a new maintenance contract with the Qatar Foundation was concluded for the next five largest hospital in the Middle East: the Sidra Medical & Research Centre. In 2021, TDGISERV also won three contracts with Hamad Medical Centre, in the area of Health. These new contracts reflect the commitment to make in Health in the various markets in which it operates and how the market recognises TDGI as an important player in this technical and specialised area.

Sidra Medical & Research Centre, Doha - Qatar

ENVIRONMENT

"RECOLTE - Servicios y Medioambiente, S.A.U" (RECOLTE), wholly owned by the Teixeira Duarte Group, dedicated itself for several years to the provision of various services related to the environment in Spain, and in September 2019 an agreement was signed between RECOLTE and URBASER S.A.U. assignment of RECOLTE's contractual position in all Administrative and Private Contracts in the Area of the Environment, in Spain, which took place throughout 2020 and 2021, as the necessary requirements for each of these assigments were verified, with the purpose of confirming the withdrawal of Teixeira Duarte of this business area.

By the end of the period and after several meetings with URBASER and the municipal entities, 17 of the 20 contracts had been transferred and 3 out of the 9 existing temporary corporate syndicates (UTEs) had been closed.

As part of this framework, RECOLTE also focused on reducing structural costs, specifically by reducing the number of central support teams for the contracts it held.

Para 2022 the aforementioned process of transfering the continued with the aim of closing down the activity in this area.

EDUCATION

EDUCARE - Actividades Educativas e Culturais, Lda" is a company 100% owned by the Teixeira Duarte Group, which was incorporated in 2007 and since its inception its purpose has been to develop the "S. Francisco de Assis South Luanda School", based in Talatona/South Luanda, Angola.

Recognised by the Portuguese Ministry of Educational establishment that provides top quality teaching from Pre-School Education to the Secondary School.

Its Educational Project, based on a solid mission and values, justifies the award of several prizes and the fact that families choose it as a privileged space and environment for the education of their children.

In this year and in this sector that, in another year, was heavily penalised by the Covid-19 pandemic situation and the containment measures implemented, EDUCARE maintained its operations in accordance with the recommendations that were being issued by the World Health Organisation, by the public entities responsible for health area where the company operates and, also due to its tutelage, balancing this design with the necessary steps to safeguard the continuity of the availability of digital equipment and the training of teachers in skills that would enable their appropriate use of the emerging teaching models).

In order to have an idea of the factors that, as a result of the heatth crisis experienced, most directly impacted the development of the activity of the "Colégio S. Francisco de Assis Luanda Sul", the time of suspension of face-to-face teaching activities in preschool education, the effective reduction of students/classroom capacity ( due to the obligation to establish social distance) with subsequent increase in the number of classrooms and teachers as a response strategy to the registered demand and, also, the maintenance of fixed charges for structures that no longer produce revenues (due to restrictions on schedules and use of spaces).

The school results obtained in external assessment tests, conducted only at the Nations level by order of the Portuguese Ministry of Education, were higher than the national average in all subjects, with the exception of History A (the average was only 6 percentage points lower).

All students who completed the 12th grade enrolled on courses at their first choice universities in Portugal and overseas.

In September 2021, the school year started with a re-enrolment rate of around 83%.

Secondary education continued to provide Science and Humanities (LH) and Socioeconomic Sciences (SC) courses.

It should be noted that it stands out due to its strong digital component associated with educational projects and platforms, as well as due to its current use of Information Technology in both school management tools and mobile devices, allowing parents/guardians to access full information on the students.

For the year of 2022, emphasis will be placed on renewal of the Technological Plan and the development of new ICT skills by teachers in order to enhance innovative teaching and assessment practices in digital learning environments, as well as the careful management of the various areas and resources of the "Colégio S. Francisco de Assis Luanda Sul" continuing the solid work that makes this College an educational reference at national and international level.

São Francisco de Assis College Luanda Sul - Angola

SMALL HYDROELECTRIC PLANTS

"PAREDÂO DE MINAS ENERGIA, S.A.", "GONGOJI MONTANTE ENERGIA, S.A." are two companies governed by Brazilian law directly owned by Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. that own projects for the construction of Small Hydroelectric Plants (SHPs), being corresponds to an area of activity understood by the Group as non-strategic, In 2021, the sale of the company "TABOQUINHA ENERGIA, S.A.", also the holder of a project in the same branch, was completed and the steps continued to be taken with a view to the sale of the projects or the companies "PAREDÃO DE MINAS ENERGIA, S.A.", "GONGOJI MONTANTE ENERGIA, S.A.". Here, the retail energy prices and the pandemic situation constitute an adverse situation for the sale of these projects.

PORT OPERATIONS IN VENEZUEI A

Based on the license granted to Teixeira Duarte - Engenharia e Construções, the Group has pursued the marketing, maintenance, operation, administration, construction and use the "specialised container terminal (docks 27 and 28 - West Sector) at La Guaira Port". In effect, it was on 30 March 2017 that this Group company received this authorisation under the "Strategic Partnership for the port operation and management of the Guaira Port specialist container terminal", entered into with "Bolivariana de Puertos (BOLIPUERTOS), S.A.".

The aim of this partnership was to optimise the development and growth of the terminal's activity, turning it into a transshipment port between the Caribbean Sea and Latin America. For a period of 20 years, Teixeira Duarte - Engenharia e Construções has assumed responsibility for the commercialisation, maintenance, operation and use of the aforementioned La Guaira Port specialised container terminal, which has sufficient yard space to move 1,200,000 tonnes/year and a surface area of 17 ha; it has 693 m of docking beths and bottoms at 15.2 m. It is fitted out with state-of-the-art port operation equipment - 6 STS quarside ganty cranes, 15 yard RTG cranes, 2 reach-stackers, 6 front loaders, 32 terminal tractors and 40 platforms, along with a total of over 5 ha of administrative and technical facilities and equipment maintenance and repair spaces.

This investment, in 2021, presented a performance in line with those of previous periods, keeping the port operational 24 hours a day, 7 days a week, which, considering the socioeconomic and political circumstances of this country, aggravated by the pandernic situation caused by Covid-19, reflects the effort and commitment of Teixeira Duarte in this operation.

Nevertheless, contrary to all expectations and at a time when working tables had managing to overcome a number of issues that were dragging on and impacting the performance of the Alliance, we were surprised, on 15 October 2021, with the formal notification of Bolipuertos to unilaterally terminate the Alliance contract.

Unaware to this day of the reasons that motivated this unilateral and extemporaneous decision by Bolipuertos, in clear violation of the existing bilateral agreements and of the rights and expectations of Teixeira Duarte as an investor company in Venezuela for more than 40 years, Teixeira Duarte promoted the diligence necessary to claim your rights, which is currently under negotiation.

Amongst the companies operating in the Concessions and Services sector where "Texeira Duarte, S.A." merely has a non-controlling stake, that is, whose direct management is not carried out by the Teixeira Duarte Group, are the following, in particular:

"TDHOSP - Gestão de Edifício Hospitalar, S.A." (TDHOSP), in which Teixeira Duarte - Engenharia e Construções, S.A. currently holds 10% of the respective share capital, is a company whose purpose is the management of Cascais Hospital for a period of 30 years, including planning, design, construction, financing, upkeep and maintenance activities.

Since the construction of Cascais Hospital building was completed in February 2010, TDHOSP's activity has focused on the management and maintenance of the hospital building, as well as the management and operation of its car park.

The year under review, the twelfth calendar year of activity of TDHOSP, was again marked by compliance with the different assessment parameters of the Management Contract, specifically: Service, Availability and Satisfaction.

Regular monthly reports were issued during the financial year, showing good performance by this expected to receive a positive assessment of "Very Good" for 2021. However, this expectation will only become effective at the end of April 2022, after analysis and validation by the establishment's managing body LUSIADAS - Parcerias Cascais, S.A. and the Public Contracting Entity -ARSLVT, of the annual activity report.

As part of the activities provided for in the Management Contract, TDHOSP carried out minor alteration works to the building, requested and paid for by the Establishment Management Entity and approved by the Public Contracting Entity. It should be noted that this type of work experienced an exceptional increase due to the Hospital to the significant increase in numbers of Covid-19 patients. Incidentally, with the exception in car park revenues, the Covid-19 pandemic had no other notable effect on TDHOSP's activity.

"AEBT - Auto-Estradas do Baixo Tejo, S.A.", incorporated on 15 January 2009, is a company in which Teixeira Duarte - Engenharia e Construções holds 9% of its share capital and which is a sub-concessionaire for the activities of design, plane expansion, financing, operation and upkeep of sections of motorways, regional roads and associated road junctions in the district of Setúbal. AEBT completed construction activities for its sections in November 2012, with a length of 25,6 km and has since then been operating a 60.2 km network. As at 31 December 2021, the Subconcession's purpose is:

  • Construction, operation, operation and maintenance of two sections of motorway, A33/IC32 Palhais/Coina and A33/IC32 - Casas Velhas/Palhais (which includes the Trafaria Link and the Funchalinho Link), with toll collection for users, except for local traffic, with regard to the last section of the A33. The length of these roads amounts to about 25,6 km;
  • (ii) (IP1) /Alcochete, IC20 - Via Rápida da Caparica and IC21 - Via Rápida do Barreiro, making this network about 34.6 km.

In addition to the normal operating activities of the sub-concession network, AEBT's activity in 2022 will be focused on investment activity, especially in the projects to increase the number of A33 and infrastructure maintenance, due to its nature and relevance.

It is a participation already classified as Asset for Sale, in relation to which several steps have been taken with a view to its sale.

"CPM - COMPANHA DE PARQUES DE MACAU, S.A." is an entity in which Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. has an indirect stake of 15% of the share capital since its foundation in the mid-80s, after an international public tender, was a pioneer and continues as a reference company in the construction of car parks and related activities in the Macao Special Administrative Region.

In 2021, the management and operation of the 19 public car parks of which this subsidiary is a concessionaire continued in Macau, with total revenue corresponding to around 16.3 million euros, reflecting an increase of around 1.4 million euros compared to 2020.

This subsidiary regularly distributes and leads a solid project that follows the evolution that the government and new technologies are bringing to this business in that region, namely in relabilitation works of eight car parks - which are expected to be almost completed in end of 2022 – and the plan for the installation of electric vehicle charging equipment in public parking lots in Macau.

IV.3 Real Estate

The activities of the Teixeira Duarte Group companies in this sector of the start of the seventies. The Group currently has a wide range of companies operating in Portugal, Angola, Brazil, Spain, the United States and Mozambique, in 2021.

Teixeira Duarte's activities on all of these markets were affected by the Covid-19 pandemic, although with different circumstances and scope according to the official measures implemented in different countries and the measures taken by other stakeholders, specifically municipal and licensing authorities, clients, suppliers and partners.

This effort and cooperation of all those involved, especially the employees themselves, allowed contingency and prevention measures to be created to comply with the guidelines of the authorities and contain the public health risk, to achieve this design and to take the necessary steps to safeguard business continuity and the impact that all of the above has on its stakeholders.

Factory Development 1921, Lisbon - Portugal

CONTRIBUTION OF THIS SECTOR TO THE GROUP

Evolution of Real Estate Sales and Services Rendered (Values in thousand euros)

(Values in thousand euros)

The Group decreased Sales and Services in the Real Estate sector by 24.7% when compared to the same period last year.

In Portugal, the Group reached 2.817 thousand euros, reflecting a decrease of 13,046 thousand euros compared to 2020.

The Group is developing, in Portugal, the first and second phases of the "Fábrica 1921" project and in conclusion the "One Living" project, with 31% of purchase and sale deedy completed. As at 31 December 2021, purchase and sale contracts for a total amount of 261,711 thousand euros had been concluded and signs and deeds of 131,936 thousand euros had been received.

In Brazil, the Group reached 30,743 thousand euros, registering an increase of 3,221 thousand euros compared to the same period last year, which results from the progress of the projects located in São Paulo.

EBITDA from real estate declined by 21,623 thousand euros, corresponding to a 52.4% reduction compared to the previous year.

The Real Estate Operating Result reached 17.153 thousand euros in 2021, which corresponds to a decrease of 21.439 thousand euros compared to the period of 2020.

ACTIVITY IN 2021

In non-consolidated terms and in order to gain a perspective on the total activity in 2021, we report that the Group's operating revenue in the Real Estate sector reached a total of 125,856 thousand euros, corresponding to an increase of 3% compared to 2020. Overseas markets now account for 35% of activity and Portugal 65%, compared to 38% and 62% in 2020, respectively.

In this sector, in 2021, the Group successfully continued to promote, develop and sell ventures in its two main markets – Portugal and Brazil - while in Angola it focused on the management of the assets held there and Mozambique had a more residual performance, following the global collapse of the econtry. In the United States, in 2021, the Group exited this market with the sale of the last asset it held there.

In Portugal, the year of 2021 was once again marked by a good performance of the real estate market in practically all of its segments, with a special focus on residential, where the pace of sales has been maintained at the levels of previous years.

During the period under review, we highlight the continued development and start of the residential matrix "ONE Living", located in Cascais, intended for the upper segment of the residential market, which is fully commercialised and with 40% of the public deeds of purchase and sale carried out.

In the city of Lisbon, we highlight the continuation of the start of the second phase of the residential development "Fabrica 1921", a highly visible project that will contribute in a very positive way to the parish of Benfica and to the renovation of the respective neighbourhood. The first phase, which includes 162 residential units, is fully sold. The second phase, with 82 units, also has a fast pace of sales, with 90% of the units sold.

Also in the city of Lisbon, the approval of the completion of the acquisition process of "Quinta das Garridas" stands out, where the construction of a mainly residential development with around 33,000 m² of construction area is planned.

Still in the metropolitan area of Lisbon, the "Vila Rio" project, located in Póvoa de Santa Iria, Vila Franca de Xira municipality, were continued. In this "mixed use" development, which has a direct frontage of around 500m on the Tagus River, it is planned to construct around 600 homes and 30,000m² of areas intended for commerce and services.

In the retail segment, the year was marked by the "Figueira Parque" Retail architecture project, the commercial actions aimed at the installation of a large food retail area in the Lezíria Park development and the maintenance of good performance levels at Shopping Cidade do Porto. Despite the strong negative impact caused by the pandemic on this type of trade in the past two years, it was possible to maintain good occupancy rates with positive commercial dynamics, which culminated in the opening of a Decathlon store in October 2021.

In Oeiras, the consultants' support was continued in the development of the North of Caxias Detail Plan, many of them supporting the holding of conciliation meetings by the Municipality of Oeiras, with a view to its approval. This project includes a project consisting of several office, housing and commercial buildings, integrated in a model that is intended to be an international reference for innovation and sustainability, in partnership with the company "CSCEC - China Construction Portugal, S.A.".

In the city of Vila Nova de Gaia, the construction of the multi-family building "River Plaza" continued, as well as the marketing of the 39 fractions that compose it, and 36 promissory purchase and sale contracts were concluded by the period.

Also in Vila Nova de Gaia, the Q19 multifamily housing building began, which has 50 residential fractions, and 26 fractions were sold in the period.

Also in this city, the development of two residential-matrix projects in the "Santa Marinha Design District" development and the sale of two lots in the "Quinta de Cravel" should be highlighted.

In Angola, despite the difficult macroeconomic situation, with the consequent impact also on the real estate market - which even resulted in the significant devaluation of Group investment properties -, it was possible during the period to maintain good occupancy levels in the properties in operation, especially in the residential and retail segments, in a context of strict control of operating costs.

In Brazil, in 2021, the scenario was one of GDP recovery, accompanied by the increase in construction costs and the increase in interest rates in the final stretch of the year. On the other hand, record levels of new properties in the real estate market of the city of São Paulo were reached.

In this context, it should be noted:

  • The delivery of the "Quartier Brooklin" project and the continuation of the "Loomi Klabin" and "Loomi Paulista" projects, with a total construction area of more than 62,000 m², all in prime neighbourhoods of the city of São Paulo, with a commercialisation level of 97%;
  • · The beginning of the construction of the fourth and last residential development of the Alta Vista condominium, the "Reserva Alta Vista", located in the best neighbourhood of the city of Jundiaí, with approximately 58,000 m² of construction area;
  • · The start, in August 2021, of the sales of the "Insignia" development located in the neighbourhood of Campo Belo, a project with about 20.000 m² of construction of 96 high-end apartments, located in one of the best neighbourhoods in the city - and which by December 2021 had already reached 50% of total units of this project.

In the United States of America, in the city of Dallas, Texas, the sale of the "Lee Park" project in Turtle Creek should be highlighted, consummating the exit of the real estate market from this market.

In Mozambique, the year started off with some cheer but was, from an early age, negatively marked by the activity of one of the main Oil & Gas players, following the crisis in Cabo Delgado. The instability in neighbouring South Africa has also generated a climate of greater prudence and consequent retraction on the difficult macroeconomic situation in the country remained, aggravated by the restrictions associated with the global pandemic crisis, resulting in the activity of the real estate market. Despite the unfavourable context, the sale of four separate residential units and the hiring of new tenants at Polana Shopping stands out, with the consequent increase in the occupancy rate.

In 2022 will see the continuation of the development of projects in the portfolio on several markets, along with the Group's real estate assets.

In Portugal and in the Lisbon Metropolitan Area, the completion of the "One Living" project in Cascais is expected, the completion of the construction of the first phase and the construction of the second phase of the "Fabrica 1921" project.

In parallel, there are plans for the commercial launch and start of construction of the "Vila Rio" development, in Póvoa de Santa Iria, with a total of 68 units.

Support for the development of the Northern Caxias Detail Plan will also continue, with the expectation of its approval and publication during 2022.

In the Porto Metropolitan Area, in the city of Vila Nova de Gaia, the construction of the "River Plazz" in the Santa Marinha Design District is expected and, still in this project, the commercial launch of another residential lot.

Still in the same city, in the "Quinta de Cravel" development, the multi-family housing building "Q19" will continue.

In Angola, the operation of income-generating properties and support for the management of Group assets in other sectors will be continued.

In Brazil, in the city of São Paulo, it is planned to deliver the "Loomi Paulista" in the "Loomi Klabin" in the second half, both of which are already almost completely sold, with a total of 147 apartments and, also, the construction of the "Reserva Alta Vista" as well as the beginning of the project "Insignia Campo Belo". At the same time, the commercial launch of a new project, the "Infinity", in Brooklyn, is expected to be commercially launched, with a total of 268 units.

In Mozambique, action will be pursued focused on the sale of separate assets and the performance of its income properties, as well as on the support of the wealth management of other sectors of the Group.

Development Quinta de Cravel, Q19, Vila Nova de Gaia - Portugal

Focus Workplace Solutions, Luanda - Angola

Quartier Brooklin Development, São Paulo - Brazil

IV.4 Hospitality

The Teixeira Duarte Group operates in this sector through eight hotels, two in Angola and three in Mozambique, amounting to a total 2,452 beds and 1,228 rooms, all operating under the brand TD Hotels.

Teixeira Duarte also develops business in the restaurant area in Angola.

Teixeira Duarte's activities in all of these markets continued to be affected by the Covid-19 pandemic, although with different circumstances and soope according to the official measures inplemented in different countries and the measures taken by other stakeholders, specifically tourism supervisory authorities, clients, suppliers and partners.

In view of the nature of the activity, contingention measures to mitigate and contain public health risk were maintained in all markets where the Group operates, namely the contingency plan and the respective manual of procedures adopted by TD Hotels in all its units and that It revealed not only very efficient in terms of the primary public health objectives, but also the recognition by customers of their trust and the possibility of safe use of the units in the periods and conditions allowed by the authorities of the different markets in which the Group operates in this Sector.

Furthermore, the effort and coperation of all those involved, especially the employees themselves, allowed contingency and prevention measures to be created to comply with the guidelines of the authorities and contain the public health risk, to achieve this design and to take the necessary steps to safeguard business continuity and the above has on its stakeholders.

CONTRIBUTION OF THIS SECTOR TO THE GROUP

Evolution of Hospitality Sales and Services Rendered (Values in thousand euros)

Evolution of Hospitality EBITDA (Values in thousand euros)

Hotel Services Sales and Services increased by 3.5% when compared to the same period in 2020, with growth in all the markets in which the Group operates, Portugal of 9.3%, Angola of 2.3% and in Mozambique of 6.6%, despite the strong devaluation of the Kwanza. This sector of activity is suffering a major impact from the contingency and the contingency and prevention measures to mitigate and contain the public health risk, as well as from the devaluation of the Kwanza, which has not allowed the resilience of the Group companies' activities in this sector in Angola to be highlighted in terms of euros.

Hospitality EBITDA decreased by 6% compared to last year, penalised by the devaluation of the Kwanza.

The Hospitality Operating Result stood at 3.890 thousand euros in 2021, registering a reduction of 982 thousand euros compared to the period of 2020.

Lagoas Park Hotel, Oeiras - Portugal

ACTIVITY IN 2021

In non-consolidated terms, and in order to gain a perspective on total activity in 2021, it is reported that the Group's operational revenue in the Hospitality sector reached an overall value of 37,936 thousand euros. In this business area, overseas markets accounted for 84% of activity and Portugal 16%.

In Portugal, the Group operates in this sector with two hotels:

LAGOAS PARK HOTEL Four-star hotel Oeiras
SINERAMA Three-star hotel Sines 105 rooms

The year of 2021 was marked by the Covid-19 pandemic scenario, and tourism was one of the most affected sectors.

Overall, there was an increase of 13.9 p.p. in the occupancy rate in these two units, with a decrease price, resulting from the adaptation of the existing demand, coinciding with the successive states of emergency declared and the consequent temporary closure of the hotels.

In Angola, the Group's companies operating in this sector offer a total of 1,236 beds and 620 rooms, distributed over five hotels, as detailed below:

HOTEL TRÓPICO Four-star hotel Luanda 280 rooms
HOTEL ALVALADE Four-star hotel Luanda 202 rooms
HOTEL BAÍA Four-star hotel Luanda 138 rooms

In 2021, as with the previous year, the slowdown of economic activity on the Angolan market continued and the global pandemic crisis had a decisive influence on activity.

Out of the measures taken in this context and in view of the Group's area of operation, the most noteworthy is the adaptation of the hotels in this country to the requirements of the Angolan authorities, to meet institutional quarantine and social isolation needs.

Hotel activity on this market, taking into account demand for the aforementioned quarantines and isolations, reacled higher levels than in 2020, with an increase in occupancy rate of 5.6 p.p. with operating income above the previous year.

It should also be noted that a commercial strategy developed throughout the previous period, which led to the hiring of large corporate clients, namely in the oil and commercial aviation sector, also contributed to this performance.

In the catering sector, the operation of the Group's cafeterias continued, once again under the terms and measures necessarily adapted to the Covid-19 pandemic situation.

In Mozambique, the Group's companies operating in this sector offer a total of 642 beds and 321 rooms, distributed over three hotels, as detailed below:

HOTEL AVENIDA Five-star hotel Maputo 159 rooms
HOTEL TIVOLI MAPUTO Three-star hotel Maputo 88 rooms
HOTEL TIVOLI BEIRA Three-star hotel Beira 74 rooms

Economic activity in Mozambique continued to decelerate in 2021, which, combined with the global pandemic crisis, definitely affected the performance of the hotels in this market. There were successive declared states of calamity, as well as the temporary limitation of airspace and land borders.

Despite this context, the occupancy rate of units was maintained compared to the same period last year, with a significant increase in operating income, as a consequence of the resumption of corporate events, resulting from the restrictive measures imposed by the entities officers.

For 2022, a progressive resumption of activity is expected in Portugal, starting in the second quarter, due to the positive evolution of the pandemic, with a considerable increase in demand associated with business and leisure travel, as well as in the congress and event market.

In Angola, it is expected, at the current juncture, a decrease in the demand of some corporate clients, namely in the Oil & Gas areas, as a result of the end of the mandatory institutional quarantines in hotels decreed by the competent authorities, however, with the expectation of an increased demand from airlines with the expected resumption of flights, as well as the gradual resumption of the flow of business tourism.

In Mozambique, the possible resumption of the Oil & Gas projects in the north of the country, as well as the commercial activities under development aimed at corporate customers, should contribute to considerably better performance in 2022.

Hotel Sinerama, Sines - Portugal

Lagoas Park Hotel, Oeiras - Portugal

IV.5 Distribution

The Teixeira Duarte Group's operations in this sector began in 1996 and currently consists of several international operating in Portugal through "Teixeira Duarte Distribuição, S.A." and in Angola through the subsidiaries "CND - Companhia Nacional de Distribuição (SU), Lda.", "DCG - Distribuição e Comércio Geral (SU), Lda.", "OCC - Operador Central de Comércio, Lda." and "COM 1 - Comércio e Distribuição (SU), Lda.

Throughout 2021, the Group has always monitored the Covid-19 pandemic situation and acted in accordance with the recommendations that were issued by the World Health Organisation and the public entities responsible for the health area where the companies operate.

Within this framework, contingency and preventive measures have been taken to follow the guidelines of these entities and to mitigate and contain the public heath risk, and to balance these intentions with the steps necessary to safeguard the continuity of the business and the impact of the situation on all of its stakeholders.

CONTRIBUTION OF THIS SECTOR TO THE GROUP

127 Teixeira Duarte | Report and Accounts 2021

Group companies operating in the Distribution sector had a 13.1% decrease in Sales and Services Rendered compared to the same period of the previous year.

Distribution EBITDA decreased 45.1% vear-on-year and Distribution Operating Result decreased by 2.945 thousand euros compared to last year, reaching a negative Operating Result of 1,390 thousand euros.

ACTIVITY IN 2021

In non-consolidated terms and in order to gain a perspective on the total activity in 2021, we disclose that the Group's operating income in the Distribution sector reached a total of 88,656 thousand euros, corresponding to a decrease of 11% compared to 2020.

The year of 2021 was marked by a relative stabilisation of the sector's activity, including some improvement in the second haf.

Some restrictions were maintained due to the Covid-19 pandemic, namely at the supply chain level, affecting the availability of supply and the deadlines and costs of transportation of air cargo availability stands out, albeit with very high prices, in the order of double the values normally charged before the pandemic.

In Portugal, the subsidiary "Teixeira Duate Distribuição, S.A.", whose main market is Angolan, marked a year with income similar to 2020. As an exporter of products to this market, it is worth noting the regularistility of foreign exchange by the BNA, while maintaining some legal and contextual restrictions on the licensing of imports by the Angolan authorities.

In the "Procurement" area, efforts continued with a view to identifying and obtaining the most suitable of consumers.

In the scope of information technologies, emphasis is placed on the introduction of new technological solutions and processes that allowed to improve communication within the structure and the management of tasks and reports in some operational areas, namely with the use of Bitrix24 and Power BI tools.

In Angola, the Teixeira Duarte Group operates in this several Business Units and points of sale to the public, integrated in the following entities:

Through "CND- Nacional de Distribuição (SU), Lda.:

  • · Food Retail, through the Maxi insignia;
  • Specialised Retail, in the area of Furniture and Decoration, through the Dakaza brand;
  • · Specialised Retail, in the area of Health and Wellbeing, through the Popular Pharmacy insignia.

Through "DCG - Distribuição e Comércio Geral, Lda (SU) ", in the Representation and Distribution of Trademarks.

For Maxi, 2021 was a year of focus on the programme for the evolution of stores towards a more qualitative concept, with emphasis on the diversification of the "cardex", through an exhaustive "procurement" of new product ranges and the cleepening of the quality of the services of fresh products in the store, with emphasis is placed on the bakery, butcher sen, as well as operation simplification and the optimisation of processes. Special mention should be made out in the stores of Morro Bento, Maianga and Zango, whose remodelling was well accepted by customers, which resulted in a onsistent increase in sales.

Three sales units were closed during the current year (Maxi Congolenses and Maxi Golfe), due to the inadequacy of these locations for the new intended store format.

Emphasis should be placed on measures taken in recent years by the Angolan government to boost national production, which has led to intense development in the agriculture and industrial sectors, decreasing dependence over time and creating conditions for retail operators to work with a wide range of locally produced goods.

Alongside store operations, strong focus was given to Business (B2B) sales, which maintained their good performance, with special emphasis on attracting new customers.

Earnings at Maxi grew 20.4% "like-for-like" in Kwanzas, although customer traffic also decreased by around 5% "like for like", showing an increase in the average earnings.

In the Furniture and Decoration area, Dakaza achieved good performance levels, largely due to the new products presented, in line with the transformation plan of this brand. In December, the fifth Dakaza store was inaugurated in the Xyami Kilamba Shopping Centre, located in the largest centrality of the Luanda metropolitan area.

Earnings in this brand grew by 4.2% in Kwanzas, despite customer traffic having decreased by around 20%.

In specialised retail, in the area of Health and Wellbeing, Farmácia Popular maintained its focus on excellence in the quality of pharmaceutical products. Strict control of losses was maintained in 2021, as in previous years.

In Farmácia Popular, revenues grew 13% "like-for-like" in Kwanzas, despite the fact that customer traffic only grew by around 6%.

At DCG, and especially in the Beverage Unit, there was a decrease in earnings of around 21%, maintaining this trend already recorded in the previous year. The imposed customs duties, combined with the purchasing power of the population and the containment measures against the Covid-19 pandemic, namely the prohibition of working hours in the restaurant, resulted in a very penalising scenario for the marketing of these products.

The DCG Food Unit grew by about 10% "like for like", largely due to the regularity in imports of Matutano products, which had the factories closed for a few months in 2020

Despite the challenges of the year of 2021, the craining of the various employees in the sector was not waived, with emphasis on another course for Store Directors and a course for Intermediate Managers, confirming "Maxi" as a great "school" for building good retail staff in Angola.

For 2022, Angola is expected to continue its movement, adjustment, and to continue promoting policies aimed at reducing dependence on the oil sector, pursuing a strategic commitment to the diversification of naticularly industry and agriculture, which have been identified as priority areas for the country's development.

A year of consolidation of the different activities is expected, and the focus will continue to be on quality, diversity, and competitive prices of the sold products, as well as on boosting the loyalty of retail end customers, with a wider range of goods, new services in stores and excellence in customer service.

Strict cost control will continue, specifically of losses, as well as the optimisation of processes through the continuous simplification of procedures and investment in IT tools.

The Group will also continue its constant and regular focus on the area of Professional Qualification, with several training plans covering all employees of the various brands and function-specific programmes, as well as new editions of programmes run by the Maxi Academy aimed at promoting the professional development and know-how of all employees.

Dakaza stores, Luanda - Angola

Farmácia Popular, Luanda - Angola

-

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Evolution Automotive Operating Results (EBIT) (Values in thousand euros)

The Automotive sector registered an increase in Sales and Services Rendered of 39.3% compared to 2020, although strongly impacted by the devaluation of the Kwanza.

In Portugal, a 25.3% decrease was seen in this indicator when compared to the same period of the previous year.

In Angola, the main market where the Group operates in this sector and which represents 97.1% of total Sales and Services, there was an increase of 43% compared to the same period of the previous year. Disregarding the effect of the Kwanza, this change would have been 61.3%.

EBITDA from real estate increased by 2,647 thousand euros in relation to the previous year, corresponding to a 210.7% increase yearon-year.

The Operating Result shows a slight improved to 2020, although it still reached a negative figure of 3,768 thousand euros.

Nissan Stand at Polo TDA Talatona, Luanda - Angola

ACTIVITY IN 2021

In non-consolidated terms and in order to gain a perspective on the total activity in 2021, we disclose that the Group's operating revenue in the Automotive sector reached a total of 37,573 thousand euros, corresponding to an increase of 77% compared to 2020.

In Portugal, SMOTORS, S.A. ended the Suzuki brand representation contract for the district of Lisbon on 14 November 2021, and until that date it maintained the activity of vehicle sales, after-sales technical assistance and sale of parts at the counter.

ln Angola, the year was marked by an increase in the volume of vehicles sold, with an increase of around 62%, from 2,390 units sold in 2020 to 3,876 vehicles sold in 2021.

The activity was also strongly impacted in 2021 by the Covid-19 pandemic, both by the continued constraints on circulation between countries, and by the drastic interruption of logistics chains for the supply of vehicles and parts by international operators.

The Covid-19 pandemic situation implied limitations on the normal running of operations, with emphasis on the workshops' operating regime, namely the maximum permissible personnel load per establishment.

In this challenging context, the focus remained on the strict management of operating costs and the continuous optimisation of processes. Commercial activity with the corporate segment was intensifip relations and strengthening customer loyalty through personalised service and Technical Assistance of recognised quality.

Ongoing investments were made in staff qualifications and several training courses were run in accordance with current professional development models in force for the different technical teams.

Careful stock management will continue in 2022, resources will be optimised and organisational processes will be strengthened and digitalised in the different areas of this business.

Particular attention will be paid to deepening institutional relationships with the represented, which have also been affected by the pandemic, and whose organisational re-structuring operations in some cases in new teams to monitor this market.

The focus will remain on the corporate segment and on proximity to key customers, and actions will be implemented to improve the services provided.

Continuous training will still be given to all employees, with a particular emphasis on technical areas.

Renault Stand at TDA Talatona Centre, Luanda - Angola

V. FUTURE DEVELOPMENT PERSPECTIVES

SUBSEQUENT EVENTS

The decision of the Board of Directors to recognise in the financial year of 2021 the effects derived from the suspension of the activity of six public contracts in Algeria, taken following a court judgement of last resort handed down on 17 February 2022, by an Algerian court under a lawsuit concerning a partner of Teixeira Duarte - Engenharia e Construções, S.A., whose consequences and impacts were set out above in the Economic and Financial Assessment chapter.

The war situation in Ukraine, which has brought disruptive effects on the normal functioning of product supply chains, both in terms of availability and prices.

FUTURE DEVELOPMENT PERSPECTIVES

Teixeira Duarte envisages the continuity of operations in the different sectors and markets in which it has been operating, even if influenced by the impacts of the Covid-19 global pandemic situation and the fact that the devaluations of countries in which the Group operates decrease the relevance of the activity in euros, as well as the most recent war situation in Ukraine and the various consequences thereof, including those mentioned above.

This notwithstanding, in view of the significance of Construction to the Group's operating revenues, it should be remembered that the Construction Orders Portfolio had an overall value of 1,024,297 thousand euros as at 31 December 2021.

Similarly, it should be reported in this regard that projects anounting to a total of 21,854 thousand euros were awarded contracted after 31 December 2021, which is in addition to the order book ascertained as at 31 December 2021.

For 2022, Teixeira Duarte expects to achieve consolidated operating revenue of around 700 million euros.

VI. PROPOSED APPROPRIATION OF NET INCOME

DISTRIBUTION OF NET INCOME TO MEMBERS OF THE BOARD OF DIRECTORS AND EMPLOYEES

The Teixeira Duate Group continues with the purpose of distributing profits to the members of the Board of Directors and employees.

This did not occur in 2021 in Teixeira Duarte, S.A., but this objective was achieved in its subsidiary companies that presented positive individual results. For this purpose, it posted a total of €4,850,000.00 (four million eight hundred and fifty thousand euros) as an expense for the financial period.

PROPOSED APPROPRIATION OF NET INCOME

The Board of Directors proposes that the net income of "TEIXEIRA DUARTE, S.A." calculated for 2021, of the negative value of €125,858,431.74 (one hundred twenty-five million, eight hundred and four hundred thirty-one euros and seventyfour cents), be transferred to retained earnings.

Lagoas Park, 22 April 2022

The Board of Directors,

Manuel Maria Calainho de Azevedo Teixeira Duarte

Carlos Gomes Baptista

Maria da Conceição Maia Teixeira Duarte

Diogo Bebiano Branco de Sá Viana Rebelo

Isabel Maria Nunes Correia Teixeira Duarte

Miguel Calainho de Azevedo Teixeira Duarte

VII. NOTES TO THE MANAGEMENT REPORT OF THE BOARD OF DIRECTORS

NUMBER OF SECURITIES OF THE MEMBERS OF THE GOVERNING BODIES

In compliance with the duties of information to which it is bound due to several different pieces of current legislation, Teixeira Duarte, S.A. hereby presents a list of securities issued by the Companies with which it has a controlling or group relationship, held by members of company boards, as well as all acquisitions, encumbrances or transfers during the amount, the date of the fact and the compensation paid or received:

I.

Name Company Position Number of shares
José Luciano Vaz Marcos Teixeira Duarte, S.A. Chairman of the Board of the General Meeting
José Mário Ferreira de Almeida Teixeira Duarte, S.A. Vice-chair of the Board of the General Meeting 3,000
José Pedro Poiares Cobra Ferreira Teixeira Duarte, S.A. Secretary of the Board of the General Meeting
Pedro Maria Calainho Teixeira Duarte Teixeira Duarte, S.A. Chairman of the Board of Directors 42,000
Manuel Maria Calainho de Azevedo Teixeira Duarte Teixeira Duarte, S.A. Member of the Board of Directors 5,030.575
Carlos Gomes Baptista Teixeira Duarte. S.A. Member of the Board of Directors 62,671
Maria da Conceição Maia Teixeira Duarte Teixeira Duarte, S.A. Member of the Board of Directors 3,967,473
Diogo Bebiano Branco de Sá Viana Rebelo Teixeira Duarte, S.A. Member of the Board of Directors 31,160
Oscar Manuel Machado de Figueiredo Teixeira Duarte, S.A. Chairman of the Supervisory Board
Ana Cristina Louro Ribeiro Doutor Simões Teixeira Duarte, S.A. Member of the Supervisory Board
João Salvador dos Santos Matias Teixeira Duarte, S.A. Member of the Supervisory Board 10
Rui Pedro Ferreira de Almeida Teixeira Duarte, S.A. Alternate of the Supervisory Board
Moore Stephens & Associados, SROC, S.A. Teixeira Duarte, S.A. Statutory Auditor

Transactions with shares directly and indirectly held by members of the governing bodies during the period between 1 II. January and 31 December 2021:

There were no transactions with shares held directly by the Members of the Governing Bodies during the period between 1 January and 31 December 2021.

III. Number of shares held by members of the governing bodies as at 31 December 2021:

Name Company Position Number of shares
José Luciano Vaz Marcos Teixeira Duarte, S.A. Chairman of the Board of the General Meeting
José Mário Ferreira de Almeida Teixeira Duarte, S.A. Vie-chair of the Board of the General Meeting 3,000
José Pedro Poiares Cobra Ferreira Teixeira Duarte, S.A. Secretary of the Board of the General Meeting
Manuel Maria Calainho de Azevedo Teixeira Duarte Teixeira Duarte, S.A. Chairman of the Board of Directors 5,030,575
Carlos Gomes Baptista Teixeira Duarte, S.A. Member of the Board of Directors 62,671
Maria da Conceição Maia Teixeira Duarte Teixeira Duarte, S.A. Member of the Board of Directors 3,967,473
Diogo Bebiano Branco de Sá Viana Rebelo Teixeira Duarte, S.A. Member of the Board of Directors 31.160
Isabel Maria Nunes Correia Teixeira Duarte Teixeira Duarte, S.A. Member of the Board of Directors 50,000
Miguel Calainho de Azevedo Teixeira Duarte (a) Teixeira Duarte, S.A. Member of the Board of Directors 49,673,026
Oscar Manuel Machado de Figueiredo Teixeira Duarte, S.A. Chairman of the Supervisory Board
Name Company Position Number of shares
Ana Cristina Louro Ribeiro Doutor Simões Teixeira Duarte, S.A. Member of the Supervisory Board
João Salvador dos Santos Matias Teixeira Duarte, S.A. Member of the Supervisory Board 10
Rui Pedro Ferreira de Almeida Teixeira Duarte, S.A. Alternate of the Supervisory Board
Moore Stephens & Associados, SROC, S.A. Teixeira Duarte, S.A. Statutory Auditor

(a) 1,408,416 shares held directly by the Administrator and by the directly controlled company "MDNVEST - Gestão e Invessal, Lda."

IV. Number of own shares, corresponding percentage share capital and percentage voting rights to which the own shares would correspond.

There are no own shares.

LIST OF HOLDERS OF QUALIFYING STAKES AS AT 31 DECEMBER 2021

In compliance with applicable legal and regulatory provisions, and on information received, TEXEIRA DUARTE, S.A. hereby discloses the list of holders of qualifying stakes in its equity as at 31 December of shares held with the corresponding voting right percentages, calculated under the terms of Article 20 of the Securities Market Code.

TEIXEIRA DUARTE 1886. S.A.
(formerly named TEIXEIRA DUARTE - Sociedade Gestora de Participações Sociais, S.A.)
at 31.12.2021 No. of shares as Share capital with
right to vote
Directly 168 550 000 40.13%
Through the members of the Board of Directors of "Teixeira Duarte 1886, S.A." (a) 53 248 164 12.68%
TOTAL ATTRIBUTABLE 221 798 164 52.81%

(a) 3,575,138 shares held by the Director António de Azevedo Texeira Duarte, 1,408,416 shares held directly by the Director Miguel Calainho de Azeved Teixera Duarte and 48,264,610 shares held by the directly controlled company "MIDINVEST - Gestão e Investimentos, Sociedade Unipessoal, Lda."

Miquel Calainho de Azevedo Teixeira Duarte No. of shares as
at 31.12.2021
Share capital
with right to vote
Directly 1 408 416 0.34%
Through the directly controlled company "MIDINVEST - Gestão e Investimentos, Sociedade Unipessoal, Lda." 48,264,610 11.49%
TOTAL ATTRIBUTABLE 49,673,026 11.83%

This operation was caried out by the controlled company PACM - Gestion was caried out belween the company "MDNVEST - Gestio e Investimentos, Sociedade Unipessoal, Lea." and "Texera Duarte - Societade Gestora de Participações Sociais, S.A." (in which, at the time, Pedro Maria Calainho Texeira Duate and Maria Calainho de Azevedo Texaira Duarte were Directors), who, for every 35 TEXERA DUARTE, S.A. shares aquired, sold 1 share epital. (c) This peration was caried out by the controlled company PACM - Gestio of TEIXERA DUARTE, S.A. sold, received 1 stare representing the share capital of TEIXEIRA DUARTE - Sociedade Gestora de Participações Sociais, S.A.

REPORTS AND ACCOUNTS 2021

I. INFORMATION ON SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

A SHAREHOLDER STRUCTURE

I. CAPITAL STRUCTURE

  1. Capital structure (share capital, number of shares, distribution of the shareholders, etc.), including indication of shares not listed for trading, different categories of shares, their inherent rights and percentage of share capital represented by each category (Article 245-A(1)(a)).

The share capital of "Teixeira Duarte, S.A." (hereafter referred to as TD,SA, of the total value of € 210,000,000.00 (two hundred and ten million euros), is totally paid-up and represented by 420,000,000 shares with the nominal value of €0.50 (fifty euro cents) each.

All the shares are ordinary, book entry, registered and listed for trading in regulated markets (EURONEXT LISBON). The shares belong to a single category, each corresponding to one vote, and there are no shares with special rights or duties.

According to the ascertained items, the share capital of TD,SA were distributed among a total of 4,166 shareholders as follows at the end of 2021:

  • · Shareholders with up to 42,000 shares: 3,722
  • Shareholders with 42,001 to 420,000 shares: 384
  • Shareholders with 420,001 to 4,200,000 shares: 47
  • Shareholders with 4,200,001 to 42,000,000 shares: 11
  • Shareholders with more than 42,000,000 shares: 2
    1. Restrictions to the transferability of shares, such as clauses of consent for disposal or limits to the ownership of shares (Article 245-A(1)(b)).

There are no restrictions to the transferability of shares, namely clauses of consent for disposal or limits to the ownership of shares.

  1. Number of own shares, corresponding percentage share capital and percentage voting rights to which the own shares would correspond (Article 245-A(1)(a)).

There are no own shares.

  1. Significant agreements of which the company is a party and which enter into force, are altered or cease in the event of a change of control of the company following a public take-over bid, as well as the respective effects, unless, due to their nature, their disclosure would be seriously harm the company is specifically obliged to disclose this information due to other legal requirements (Article 245-A(1)(j)).

TD,SA is not party to significant agreements that could terminate in the event of control of the Company, with the exception of situations provided for in financing contracts, according to normal market practice, some of which provide for the financial institution requesting early repayment in the event of a change of control of the Company.

These financing contracts are not likely to harm the economic interest in the shares, due to their conditions and characteristics.

It should also be noted that TD,SA does not adopt any measures that have the effect of requiring payments or the assumption of charges by the Company in the event of a transition of change in composition of the board of directors, nor measures that could affect the free transferability of shares and the free appraisal by shareholders of the management body.

  1. Regime to which the renewal or revocation of defensive measures is subject, in particular those establishing limitation of the number of votes which may be held or exercised by a single shareholder, individually or in concertation with other shareholders

TD,SA has no provisions in its Articles of Association and defensive measures that limit the number of votes that may be held or exercised by a single shareholder, acting individually or in concert with other shareholders.

  1. Shareholders' agreements that are known to the company and might lead to restrictions on matters of the transfer of securities or voting rights (Article 245-A(1)(g)).

As far as the Company knows, as at 31 December 2021, there were no agreements between shareholders, namely those which might lead to restrictions on matters relative to the transfer of securities or voting rights.

II. SHARES AND BONDS HELD

  1. I dentification of the natural and legal persons who, directly, hold qualifying stakes (Article 245-A(1)(c) and (d) and Article 16), with detailed indication of the percentage share capital and the source and causes of imputation.

It is hereby informed that, as at 31 December 2021, the owners of qualifying holdings, calculated in accordance with Article 20 of the Securities Market Code, in compliance with Article 8(1)(b) of CMVM Regulation 05/2008, were as follows:

TEIXEIRA DUARTE 1886. S.A.
(formerly named TEIXEIRA DUARTE - Sociedade Gestora de Participações Sociais, S.A.)
at 31.12.2021 No. of shares as Share capital with
right to vote
Directly 168 550 000 40.13%
Through the members of the Board of Directors of "Teixeira Duarte 1886, S.A." (a) 53 248 164 12.68%
TOTAL ATTRIBUTABLE 221 798 164 52.81%

(a) 3,575,138 shares hel by the Director Antono de Azeved Teixer Durte, 1,40,416 shares held directly of the Crimes (resco. Lea."

Miguel Calainho de Azevedo Teixeira Duarte No. of shares on
31.12.2021
Share capital
with right to vote
Directly 1 408 416 0.34%
Through the directly controlled company "MIDINVEST - Gestão e Investimentos, Sociedade Unipessoal, Lda." 48,264,610 11.49%
TOTAL ATTRIBUTABLE 49,673,026 11.83%
No. of shares on Share capital
IDS Value, Lda. 31.12.2021 with right to vote
Directly 10 999 820 2.62%
TOTAL ATTRIBUTABLE 10 999 820 2.62%
João Afonso Calainho de Azevedo Teixeira Duarte No. of shares on
31.12.2021
Share capital
with right to vote
Directly 10 266 363 2.44%
TOTAL ATTRIBUTABLE 10 266 363 2.44%

8. Indication of the number of shares and bonds held by members of the management and supervisory bodies. [NOTE: the information must be provided in order to comply with the provisions of Article 447(5) of the Commercial Companies Code]

TD,SA presents below a list of securities issued by companies with which it is in a controlling or group relationship, held by members of the governing bodies, as well as all acquisitions, encumbrances or transfers during the 2021 financial year, specifying the amount, the date of the event and the consideration paid or received.

I. Number of shares held by members of the governing bodies as at 31 December 2020:

Name Company Position Number of shares
José Luciano Vaz Marcos TD.SA Chair of Board of the General Meeting
José Mário Ferreira de Almeida TD.SA Vice-chair of Board of the General Meeting 3,000
José Pedro Poiares Cobra Ferreira TD,SA Secretary of Board of General Meeting
Pedro Maria Calainho Teixeira Duarte TD,SA Chair of Board of Directors 42,000
Manuel Maria Calainho de Azevedo Teixeira Duarte TD.SA Member of Board of Directors 5,030,575
Carlos Gomes Baptista TD.SA Member of Board of Directors 62,671
Maria da Conceição Maia Teixeira Duarte TD,SA Member of Board of Directors 3,967,473
Diogo Bebiano Branco de Sá Viana Rebelo TD.SA Member of Board of Directors 31.160
Oscar Manuel Machado de Figueiredo TD.SA Chair of Supervisory Board
Ana Cristina Louro Ribeiro Doutor Simões TD.SA Member of Supervisory Board
João Salvador dos Santos Matias TD.SA Member of Supervisory Board 10
Rui Pedro Ferreira de Almeida TD.SA Alternate of Supervisory Board
Moore Stephens & Associados, SROC, SA TD.SA Statutory Auditor

II. Transactions with shares directly and indirectly held by members of the governing the period between 1 January and 31 December 2021:

There were no transactions with shares held directly by the Members of the Governing Bodies during the period between 1 January and 31 December 2021.

Name Company Position Number of shares
José Luciano Vaz Marcos TD,SA Chair of the Board of the General Meeting
José Mário Ferreira de Almeida TD.SA Vice-chair of Board of the General Meeting 3,000
José Pedro Poiares Cobra Ferreira TD,SA Secretary of Board of General Meeting
Manuel Maria Calainho de Azevedo Teixeira Duarte TD,SA Chair of Board of Directors 5,030,575
Carlos Gomes Baptista TD,SA Member of Board of Directors 62,671
Maria da Conceição Maia Teixeira Duarte TD,SA Member of Board of Directors 3,967,473
Diogo Bebiano Branco de Sá Viana Rebelo TD.SA Member of Board of Directors 31.160
Isabel Maria Nunes Correia Teixeira Duarte TD.SA Member of Board of Directors 50,000
Miguel Calainho de Azevedo Teixeira Duarte (a) TD,SA Member of Board of Directors 49,673,026
Oscar Manuel Machado de Figueiredo TD.SA Chair of Supervisory Board
Ana Cristina Louro Ribeiro Doutor Simões TD,SA Member of Supervisory Board
João Salvador dos Santos Matias TD.SA Member of Supervisory Board 10
Rui Pedro Ferreira de Almeida TD.SA Alternate of Supervisory Board
Moore Stephens & Associados, SROC, SA TD,SA Statutory Auditor

III. Number of shares held by members of the governing bodies as at 31 December 2021:

  1. Special powers of the management body, namely with respect to decisions to increase the share capital (Article 245-A(1)(i), indicating, with respect to these powers, the date on which they were attributed, period until which this competence may be exercised, maximum quantitative limit of the share capital increase, amount already issued under the attribution of powers and method of accomplishment of the attributed powers.

Under the TD,SA's Articles of Association, the Board of Directors is granted special powers to:

· Resolve that the Company participate in the incorporation, subscribe capital, assume interests in or take part in other companies, undertakings, complementary groups or associations of any kind and cooperate, collaborate or enter into consortia with any other entities, as well as provide technical administration and management services, or human and financial resource services to subsidiary companies with which it has entered into a contract of subordination (Article 4); and

  • · lssue any form or type of bonds, as well as any other instruments or securities, including those representing debt, in such a manner and under such terms as may be allowed by law and under such conditions as may be determined by the body that decides to issue them (Article 8).
  • The Articles of Association of TD,SA do not grant any special powers to the management body to make any resolutions to . increase the Company's share capital.

10. Information on the existence of significant business relations between the holders of qualifying stakes and the company.

There are no significant business relations between the holders of qualifying stakes and the company.

B. GOVERNING BODIES AND COMMISSIONS

I. GENERAL MEETING

a) Composition of the board of the general meeting

11. Identification and position of the members of the general meeting and respective term of office (start and end).

Under the terms of Article 14 of TD,SA's Articles of Association, the Board of the General Meeting consists of a Chairperson, a Vicechairperson and by the Company's Secretary. It currently consists of the following members:

Chairman: José Luciano Vaz Marcos Vice-Chairman: José Mário Ferreira de Almeida Secretary: José Pedro Poiares Cobra Ferreira

All of the identified members of the General Meeting Board were elected at the General Meeting of 27 May 2019, to serve on that body for the 2019/2022 four-year period.

b) Exercise of voting rights

12. Any restrictions on voting rights, such as limitations to the exercise of voting rights dependent on the ownership of a number or percentage of shares, periods of the exercise of voting rights or systems privileging rights relative to assets (Article 245-A)(1)(f)).

There are no restrictions on voting rights, specifically limitations on exercising of voting rights depending of a number or percentage of shares; in terms of the time imposed for exercising voting rights, the only limitations are those set out below for the case of postal voting.

TD,SA has not established any type of system to highlight equity rights or mechanisms that have the effect of causing a mismatch between the right to receive dividends or to subscribe to new securities, and the voting rights of each common share.

General Meeting Call and Preparatory Information

It should also be noted that TD,SA discloses, within the applicable legal periods, and in all places imposed by law, the call for General Meetings, together with the proposed resolutions and preparatory information. This is all done to guarage the participation of shareholders, either in person or through representatives appointed by them, in the General Meetings.

Participation in General Meetings

According to the contents of Article 13 of the Articles of Association, those who, on the date of registration, corresponding to midnight (GMT) of the 5th trading day prior to the Meeting, hold shares giving them at least one vote may participate in the General Meeting and discuss and vote therein.

Each share, under the conditions referred to above, corresponds to one vote. Although Articles of Association provide for the existence of non-voting shares, these do not exist.

Postal Voting

For the exercise of the right to vote by correspondence and for the procedures indicated in the Articles of Association, the Company has implemented the indispensable means for the necessary forms on its website and at its head office, namely drafts of letters and the voting ballot, as well as instructions for their completion.

Electronic Voting

Although it acknowledges that the use of new technologies enhances the exercise of shareholder rights. TD.SA believes that there are very significant specific security requirement to the electronic voting process, particularly regarding the technical resources necessary to verify the authenticity of the corresponding voting declarations and to guarantee the integrity of their contents. It also acknowledges the high level of security and operational reliability necessary to receive the aforementioned declarations.

Additionally, TD,SA has never received any request for the implementation of this system, nor any noticipating in the General Meetings or in exercising voting rights.

The above consideration, along with the fact that TD,SA's general meetings traditionally have a very high representation of share capital, are the reason why the Company did not consider it advantageous to implement the right to vote by electronic means.

General Meetings

In 2021, TD,SA held two General Meetings: the Company's Annual General Meeting, on 24 May 2021, and an Extraordinary General Meeting, on 8 October 2021, to deliberate on the Board of Directors, including the appointment of the new Chairman of the Board of Directors, as well as to deliberate on the replacement of a member of the Remuneration Committee.

Both General Meetings were held in person and by telematic means. In effect, due to the public health emergency situation caused by the Covid-19 disease, the company decided to provide audio and video access, via the Internet, to be viewed remotely. It should be noted that at both General Meetings, no person requested the use of this medium, and their representatives chose to be physically present at the meeting, as usual.

In this context, TD,SA considers that it fully guaranteed the participation of shareholders at General Meetings, even in the event that they are unable to attend, either through postal voting or through the existing mechanisms of representation, and that the adopted model promotes and encourages the participation of shareholders in General Meetings. The company is prepared to promote remote participation in situations where this is justified, using telematic means for this purpose.

13. Indication of the maximum percentage voting that may be exercised by a single shareholder or by shareholders which are engaged in any of the relations listed in Article 20(1).

The Articles of Association of TD,SA do not stipulate a maximum number of voting rights that may be exercised by a single shareholder (individually or in concertation with other shareholders which are engaged in any of the relations referred to in Article 20(1) of the Securities Market Code.

14. Identification of shareholder decisions that, by statutory imposition, may only be taken with a qualifying majority, apart from those legally established, and indication of these majorities.

There are no provisions in the Articles of Association that impose quorums of qualified majorities for resolutions on certain matters by shareholders, without prejudice to legal provisions that, in certain cases, may require qualified majorities or establish other forms of expiry of proposals.

II. MANAGEMENT AND SUPERVISION

(Board of Directors, Executive Board of Directors and General and Supervisory Board)

Composition a)

15. Identification of the adopted governance model

Ever since its incorporation on 30 November 2009, Teixeira Duarte, S.A. has adopted a Corporate Governance model known as the "strengthened Latin" model, with its governing bodies being and its respective board, two independent oversight bodies: the Supervisory Board and the Audit Firm.

It is important to note the existing collaboration between all these structures of the Group, as well as the advartages arising from these synergies, reflected in the privileged and effective manner of the achievement of objectives perceived by all as collective.

The adopted corporate model fully complies with the objectives that served as a basis, namely ensuring that TD,SA mains good levels of operation and efficiency as each governing body performs its functions both in conjunction with others. Therefore, this corporate model is appropriate for the modus operandi of TD,SA, for its structures and for members of the governing bodies, specifically the members of the Board of Directors.

16. Statutory rules on procedural requirements and matters applicable to the appointment and replacement of members, as applicable, of the Board of Directors, Executive Board of Directors and General and Supervisory Board (Article 245-A(1)).

Members of the management body of TD,SA are elected at the General Meeting by a list system, for four years, coinciding with the company's financial years, and they may be re-elected one or more times, under the legally established terms and they are deemed sworn in as soon as they are elected, without depending on any further formalities.

Under the special election rules established in the Law, TD,SA adopted the systems which enables a Director to be elected amongst the persons proposed in lists which are undersigned and presented by groups of shareholders, provided that none of these groups own shares representing more than twenty percent and less than ten percent of the share capital. Pursuant to this choice, any Director elected in this manner automatically replaces the one last on the list who would have fallen due in the Directors.

The Articles of Association establish the number of consecutive absences from meetings per term of office at five, without justification accepted by the Board of Directors, which lead to a situation of permanent absence of a Director, with the other consequences established in the Law.

The Articles of Association do not provide for any alternate Director and do not establish any specific rule for the substitution of members of the Board of Directors. Therefore, the general regime established in the Commercial Companies Code on this matter is applicable. This means that the Board of Directors may substitute a Director who ceases to perform duties for any of the reasons stipulated in the law, namely due to resignation or accumulation of absences, and under the applicable terms and conditions, the corresponding co-optation is carried out, which must be ratified at the next General Meeting.

The procedural and material requirements applicable to the appointment and replacement of members regarding of the Board of Directors shall safeguard gendersity, diversity, diversity of qualifications and diversity of professional backgrounds, as provided for in Article 29-H(q) of the Securities Code, as amended by Law 99-A/2021 of January 31.

In effect, in recognition of the advantages of diversity in the composition of its Management and Supervisory in terms of age, gender, qualifications and professional background, at the General Meeting of 26 May 2018, TA, SA approved its Diversity Policy, which is currently in force and sets out criteria for the selection and appointment of the Company's governing be Board of Directors) and which is disclosed here, in accordance with the provisions of Article 29-H of the Securities Market Code, as worded by Decree-Law 99-A/2021 of 31 December:

INTRODUCTION:

TEIXEIRA DUARTE, SA recognises the advantages derived from the composition of its Management and Supervisory Bodies, namely in terms of age, sex, qualifications and professional background.

Such benefits result mainly from the enrichment of management models, from a greater efficiency in the evaluation and decision-making processes by weighing different perspectives, taking advantage of the plurality of knowledge, experiences of the members of those social bodies.

At the same time, respect for these differences shows the Human Resources structure of the business Group led by TEIXEIRA DUARTE, SA. through the valorisation of skills and diverse competencies, making the Company itself a reflection of the community in which it is present and of the various markets and sectors in which it operates.

This "Diversity Policy of the Management and Supervisory Bodies of Teixeira Duarte, SA" was prepared taking into account, in addition to the applicable legal provisions, the historical reality of the entire TEIXEIRA DUARTE Group, which it operates.

Having said this, it is hereby clarified that although diversity in the above terms is an important criterion, it is not an absolute one, nor is it superimposed on others considered to the sustainable development of the activity of the Company and the Group and to the simultaneous compliance with applicable legal regulations.

BOARD OF DIRECTORS:

The privileged criterion for the selection and appointment of the Board of Directors of the top company of the Teixeira Duarte Group - currently Teixeira Duarte, SA - has been to focus on (i) executive members and therefore linked to the Group's activity; and, within these (i) those which have been designated internally as "household persons"; a focus of the identification with the same values, with a shared history and that privileges this connection more idiosyncratic than the choice of an outside expert in any sector of activity, market of action, or corporate area.

That is why now all members of the board of directors have more than twenty-five years in the Teixeira Duarte Group, as well as many of the members of the Group's Senior Management.

For this reason, it is understood that all the commitments to be undertaken and the implemented should take into account the one that has been the privileged criterion for the selection and appointment of the Board of Directors, as well as their adequacy to the activities developed by the Corporate Group that Teixeira Duarte, SA leads, and to the realities of the markets and sectors in which it operates.

It is in this context that Teixeira Duarte, SA undertakes to make its best efforts to promote diversity in the Board of Directors, namely through:

  • · Compliance with the normative provisions in force regarding diversity, in particular non-discrimination and equal opportunities, arising from the Law and other applicable regulations, as well as from the rules contained in the "Code of Ethics and Conduct of the Teixeira Duarte Group" and the other documents based on it and applicable to the whole Group;
  • · Ensuring equal opportunities and treatment, in particular on the basis of age, sex, qualifications and professional background;
  • · Do not carry out any kind of discriminatory action based on ancestry, age, sexual orientation, gender identity, marital status, family situation, economic situation, social origin or social condition, genetic heritage, reduced working capacity, disability, chronic illness, nationality, ethnic origin, language, religion, political or ideological beliefs and trade union membership, in compliance with the "Code of the Teixeira Duarte Group" on this matter;
  • · Continue to focus on the diversity of ages, focusing on the balance resulting from the combination of the knowledge and experience of older people with the innovative perspective of the younger ones;
  • Ensure compliance with the legal norms concerning gender representation of women and men in . the Board of Directors, based on their competencies, skills, experience and qualifications;
  • Ensure that the Board of Directors continues to integrate people with different basic qualifications, as long as appropriate to the position to be exercised and in accordance with the characteristics, size and activities developed by the Business Group led by Teixeira Duarte, SA;
  • Keep the focus on the "in-house people" as a privileged criterion, while valuing the combination of people with experience in different sectors, countries and corporate areas.

SUPERVISORY BODIES:

Pursuant to the corporate model in force at Teixeira Duarte, SA, the Supervisory Board and the Audit Firm.

As the Audit Firm is not a collegiate body by nature, and therefore does not include a plurality of members, this body is excluded from this "Diversity Policy of the Management and Supervisory Bodies of "Teixeira Duarte, SA".

The Supervisory Board is currently composed of three permanent members and one alternate, undertaking the following commitments to promote the diversity of its composition:

  • · Compliance with the normative provisions in force regarding diversity, in particular non-discrimination and equal opportunities, arising from the Law and other applicable requlations, as well as from the "Code of Ethics and Conduct of the Teixeira Duarte Group" and the other documents based on it and applicable to the whole Group;
  • · Ensuring equal opportunities and treatment, in particular on the basis of age, sex, qualifications and professional background;
  • . Do not cary out any kind of discriminatory action based on ancestry, age, sexual orientation, gender identity, marital status, family situation, economic situation, social origin or social condition, genetic heritage, reduced working capacity, disability, chronic illness, nationality, ethnic origin, language, religion, political or ideological beliefs and trade union membership, in compliance with the "Code of the Teixeira Duarte Group" on this matter;
  • Continue to focus on the diversity of ages, focusing on the balance resulting from the knowledge and experience of older people with the innovative perspective of the younger ones;
  • Develop efforts to promote adequate representation of women and men in the Supervisory Board, always based on their . competencies, skills, experience and qualifications;
  • Ensure that the Supervisory Board continues to integrate people with different basic qualifications, as long as appropriate to the position to be exercised and in line characteristics, size and activities developed by the Corporate Group led by Teixeira Duarte, SA;
  • · Continue to focus on valuing the diversity of professional backgrounds of the Supervisory Board, promoting the appointment of people with different professional experiences, as long as they fall within the scope of the Group's activity and appropriate to the duties to be performed.
    1. Composition, as applicable, of the Board of Directors, Executive Board of Directors and General and Supervisory Board, indicating the minimum and maximum statutory number of members, statutory duration of the term of office, number of permanent members, date of the first appointment and date of the end of term of office of each member.

Under the provisions of Articles of Association, the Board of Directors of TD,SA shall consist of a minimum of five and a maximum of eleven members.

When electing this Board, the General Meeting of TD,SA shall determine the number of Directors who, within these imits, shall sit on it in each term of office and shall appoint, from among them, the member who shall act as Chairperson.

Under the terms of Article 10(2) of the Articles of Association, the members of the governing bodies are elected for periods of four years, as noted above.

At the beginning of 2021, the Board of Directors consisted of five members, all of whom were permanent, with a Chairman and four members:

Chairman:

Pedro Maria Calainho Teixeira Duarte

Directors:

Manuel Maria Calainho de Azevedo Teixeira Duarte Carlos Gomes Baptista Maria da Conceição Maia Teixeira Duarte Diogo Bebiano Branco de Sá Viana Rebelo

Following the letter of resignation presented by Pedro Maria Calainho Teixeira Duarte on 31 May 2021 and the Extraordinary General Meeting held on 8 October 2021, Isabel Maria Nunes Correia Teixeira Duarte and Miguel Calainho de Azevedo Teixeira Duarte were elected as Directors and appointed as Chairman of Directors of Manuel Maria Calainho de Azevedo Teixeira Duarte, to exercise these functions until the end of the current term (2019/2022).

The current Board of Directors is thus composed of 6 members, all permanent, with a Chairman and five members:

Chairman:

Manuel Maria Calainho de Azevedo Teixeira Duarte

Directors:

Carlos Gomes Baptista Maria da Conceição Maia Teixeira Duarte Diogo Bebiano Branco de Sá Viana Rebelo Isabel Maria Nunes Correia Teixeira Duarte Miguel Calainho de Azevedo Teixeira Duarte

The former Chairnan of the Board of Directors, Pedro Maria Calainho Teixeira Duarte, was appointed for the first time when the Company was formed on 30 November 2009, to perform duties in the 2009/2010 term of office. He was then successively re-elected for the 2011/2014, 2015/2018 and 2019/2022 terms of office, and left office following his resignation on 30 June 2021.

The current Chairman of the Board of Directors Manuel Maria Calainho de Azevedo Teixeira Duarte and Director Carlos Gomes Baptista were appointed for the first time when the Company was formed, on 30 November 2009, to perform duties during the 2009/2010 term of office. They were then successively re-elected for the 2015/2018 and 2019/2022 terms of office. On 8 October 2021, Manuel Maria Calainho de Azevedo Teixeira Duarte was appointed Chairman of the Board of Directors to perform duties until the end of the term of office in course.

The Director Maria da Conceição Maia Teixeira Duarte was elected for the first time at the General Meeting of 27 May 2019, to perform duties during the 2019/2022 term of office.

The Director Diogo Bebiano Branco de Sá Viana Rebelo was elected for the General Meeting held on 20 May 2011, to perform duties during the 2011/2014 term of office and was elected at the General Meeting of 26 June 2015/2018 term of office, having then been re-elected at the General Meeting of 27 May 2019/2022 term of office.

The Director Isabel Maria Nunes Correia Teixeira Duarte was elected for the General Meeting of 8 October 2021, to perform duties up to the end of the 2019/2022 term of office.

The Director Miguel Calainho de Azevedo Teixeira Duarte was elected for the General Meeting of 8 October 2021, to perform duties hold office up to the end of the 2019/2022 term of office.

The current Board of Directors of TD,SA, arising from the recomposition decided at the General Meeting held on 8 October 2021, includes two women, who represent 33.33 % of the Board of Directors in office. Therefore, TD,SA meets the gender balance criteria and requirements for the members of the Board of Directors.

    1. Distinction between the executive and non-executive members of the Board of Directors and, regarding non-executive members, identification of members who may be considered independent, or, if applicable, identification of the independent members of the General and Supervisory Board.
    2. 18.1. The independence of the members of the General and Supervisory Board and the members of the Audit Committee is appraised under the terms of the current legislation and, regarding the other members of the Board of Directors, members are considered independent when they are neither associated to any specific interest group in the company nor in any circumstance which might affect the impartiality of their analysis or decision-making, namely due to:
      • a. Having been an employee of the company or companies which are in a controlling or group relationship with the former during the last three years;
      • b. Having, in the last three years, provided services or established significant business relations with the company or companies which are in a controlling or group relationship with the former, whether directly or as a partner, administrator, manager or director of a legal person;
      • c. Being a beneficiary of remuneration paid by the company or companies which are in a controlling or group relationship with the former in addition to the remuneration arising from the performance of directorship duties;
      • d. Living in non-marital cohabitation or being the spouse, parent or family member in a straight line and up to the 3rd degree, inclusively, in a collateral line, of directors or natural persons who directly hold a qualifying stake;
      • e. Being a qualifying shareholder or representative of a qualifying shareholder.

The members of the Board of Directors of TD,SA have executive duties in this area, considering that there are no non-executive directors, since they all perform duties inherent to their position in a company of the Group, manages its holdings and appraises the respective actions while not taking direct decisions or exercising management powers over the activities of these entities.

Being top, it manages investments, coordinates and supervises integrated with its Business Group, acting essentially in the fields of strategic and organisational planning.

It should be noted in this regard that some members of the Board of Directors and positions in other entities of the Group, for which they exercise the direction and management powers with proximity in their performance, which facilitates the Board of Directors of TD,SA have timely knowledge of the reality of the Economic Group, enabling this Council to intervene in support of the management of these subsidiaries, including the definition of transversal policies, namely in the financial field, which is achieved globally taking into account the complementary strengths of each of the members of this Council.

TD,SA has chosen to maintain all its Directors in executive duties which would have been entrusted to any non-executive Directors - namely regarding supervision, monitoring and assessment of the executive members - are adequately carried out by the Supervisory Board, Remuneration Committee and General Meeting pursuant to the corporate purpose of TD, SA.

With regard to the independence of its members, even if under the law the Director Miguel Calainho de Azevedo Teixeira Duarte is not considered independent, the Board of Directors considers that none of its members is in circumstances likely to affect its exemption from analysis or from decision.

Furthermore, the complete indepence and absence of incompatibilities of members of the Supervisory Board allows them to participate in an impartial and useful manner in the supervision of Company activity. Not only from an accounting point of view - where the Audit Firm intervenes regularly - but also from a policy perspective, in this and soope to safeguard essential compliance with current legislations, all with a view to ensuring continuous transparency and compliance with adequate levels of disclosure of information to the market, in general, and particularly to the General Meeting.

In effect, the Statutory Auditor collaborates with the Supervisory Board and immediately information about any relevant irregularities that may be detected, as well as any difficulties encountered in the performance of its duties.

It follows from the above that there is an adequate relationship bodies, not just between the Audit Firm and the Supervisory Board, that hold periodic meetings, but also between these bodies and the Board of Directors always provide the information requested by other members of governing bodies in a timely and useful manner, and all are provided with any essential elements and documents for analysis and decision-making on matters for which they are responsible while performing their respective duties.

It should also be noted that, in compliance with the principle of close cooperation between the Chairperson of the Supervisory Board and the Statutory Auditor's representative are invited to all to approve the Board of Directors' financial statements, being sent copies of the call notices and minutes of all the meetings of that body.

This body sends copies of notifications and minutes of them. These tasks are performed, through indication of the Chairman of the Board of Directors, by the Company Secretary who delivers copies of the Board of Directors meetings to the Chairman of the Supervisory Board, after they have been duly signed.

In view of the corporate model that has been adopted, and the composition and operating methods of its goesifically the executive nature of the Board of Directors under the aforementioned framework, and the independence of the Supervisory Board and the Audit Firm, without delegation of powers and duties between them or to other committees - in view of Recommendations III2 and III.3 - that the appointment of non-executive members to hold positions would not bring significant added value to the good operation of the model that has been adopted, which has proved to be adequate and efficient.

This justifies TD,SA's choice to not have non-executive members of the Board of Directors for monitoring, supervising and assessing the activity of the other members of the body, as set out in Recommendations III.2 and III.3, as the effective capacity of the supervisory bodies to critically and impartially monitor, supervise and assess the activity of the executive directors is guaranteed.

It should be added that, despite the fact that the chairman of the board of directors performs executive functions, as there are no nonexecutive Directors, the provisions of Recommendation II.1 do not apply to TD,SA. This recommendation states that, if the chair of the board of directors has executive functions, this body must an independent director from among its members, to ensure that the work of the other non-executive members is coordinated, and to create conditions to made decisions in an independent and informed manner, or find another equivalent mechanism to ensure that this coordination takes place.

19. Professional qualifications and other relevant curricular elements of each member, as applicable, of the Board of Directors, General and Supervisory Board and Executive Board of Directors.

Chairman of the Board of Directors: Manuel Maria Calainho de Azevedo Teixeira Duarte

Licentiate degree in Law from the "Faculdade de Direito da Universidade de Lisboa", in 1989.

Appointed for the first time in 2009, when the company was incorporated, he was elected in 2019 to perform duties for the 2019/2022 term.

Furthermore, it should be noted that he has been a Director of the Group's leading listed company since 2005 (which was "Teixeira Duarte - Engenharia e Construções, SA until 2010").

Lawyer/legal adviser with his own office from 1989 to 1996.

Director of "TDF - Sociedade Gestora de Investimentos Imobiliário, SA", from 30.06.1992 to 22.04.2005, with supervision and control over investment decisions, within the sope of competences assigned to Board of Directors members by the Companies Code and the Company's Articles of Association, as well as concerning relations with the Portuguese Securities Market Commission (CMVM).

He has been part of the staff of the Teixeira Duarte Group since 1993, acting as a legal adviser and manager in various companies, in particular in the real estate sector.

He has been a member of the governing bodies of many Teixeira Duarte Group companies. In April 2005 he also became a member of the Board of Directors of the Group's listed parent company - "Teixeira Duarte- Engenharia e Construções, SA" at the time, and currently TD,SA.

Since 6 May 2019, he has been Chairman of the Board of Directors of the two sub-holding companies of the Teixeira Duarte Group, Teixeira Duarte - Engenharia e Construções, SA and Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, SA. Since 8 October 2021, he was appointed to the position of Chairman of the Board of Directors of TD, SA.

On several occasions and since 1991, he served mandates as a member of the Board of Directors of the company currently called Teixeira Duarte 1886, SA - a company owned by members of the Teixeira Duarte family to which a 50% stake in the capital of TD,SA is attributed - and of which he was Director from 2011 to 11 April 2019.

Director: Carlos Gomes Baptista

BSc in Engineering from "Instituto Industrial de Lisboa", in 1973.

Appointed for the first time in 2009, when the company was incorporated, he was last elected in 2019/2022 term.

Furthermore, it should be noted that he has been a Director of the Group's since 2005 (which was "Teixeira Duarte - Engenharia e Construções, S.A." until 2010).

In November 2013, he ceased to be a member of the Board of Directors of "Teixeira Duarte - Engenharia e Construções, SA", a position to which he was again elected in 2018.

His career includes, in particular, employment at "M.S.F., SA", where he was Head of Services from 1975 to 1979, collaborating in various works, namely of hydraulic nature (pipeline and dam SA"

He entered into "Teixeira Duate - Engenharia e Construções, SA" in February 1980, as Site Manager in the area of buildings, at that time referred to as "Civil Construction".

From 1982 to 1983, he was on assignment in Venezuela where he monitored various building contract works for housing and offices.

Back in Portugal, he was appointed to the Director in 1984, with responsibilities in a large number of enterprises in the areas of tourism, roads, housing, buildings, and especially for banking entities.

In 1989 he was appointed to the position Centre Director, and in 1992 Director of the Operating Centre of what was, at that time, referred to as the "Civil Construction" area, where he was coordinator from 1998 to 2005, when he was appointed director of "Teixeira Duarte - Engenharia e Construções, SA", until November 2013.

Does not perform any professional activity or hold any position outside the Teixeira Duarte Group.

Director: Maria da Conceição Maia Teixeira Duarte

Holder of a degree in Agronomy, with a specialty in Phytopathology, from the Higher of Agronomy of Lisbon Technical University (1981).

Masters in Plant Production from the Higher Institute of Agronomy of Lisbon Technical University (1989).

Appointed for the first time to the position of Director of TD,SA by resolution of the General Meeting of 27 May 2019, to perform duties for the 2019/2022 term of office.

It should also be noted that he held the position of Member of the company currently called Teixeira Duare 1886, SA, during various terms and until April 2020.

From May 2011 to May 2019, she was a Member of the Remuneration Committee of "Teixeira Duarte -Engenharia e Construções, SA".

Director: Diogo Bebiano Branco de Sá Viana Rebelo

Licentiate degree in Civil Engineering from "Instituto Superior Técnico", in 1992.

Appointed to the position for the first time in 2011, by a General Meeting decision, he was last elected in 2019 to perform duties for the 2019/2022 term.

He worked at "PROFABRL, SA" as a Design Engineer in the Buildings Division, participating in reinforced concrete structure projects from October 1992 to May 1993.

In the Teixeira Duarte Group:

From October 1993 to November 1999, he was a member of the "Texeira Duarte - Engenharia e Construções, SA" teams in the Buildings Operating Centre, at that time referred to as Civil Construction, performing the Manager and Site Manager of various works in SA"

From November 1999 to May 2011, he was a member of the Teixeira Duarte Group, being responsible for the technical area with duties in the development of realbility analysis, design of real estate solutions, project coordination, contract work coordination of related marketing products, management of rented assets and cordination of sales teams

His responsibility included all the segments of the sector, from residential to offices, commercial spaces, health and leisure, industry/logistics and car parks, as well as dedication to the expansion of spaces allocated to other activities of the Group, especially Construction, Hospitality, Distribution and the Automotive sector.

In 2010 he also started to coordinate the Group's action in the Distribution and Automotive sectors (the latter until July 2021), and in May 2011 he was elected Director of the leading listed company of the Teixeira Duarte Group, TD,SA.

Does not perform any professional activity or hold any position outside the Teixeira Duarte Group.

Director: Isabel Maria Nunes Correia Teixeira Duarte

Law Degree, Faculty of Law - School of Lisbon, Universidade Católica Portuguesa since 2010.

LL.M. Law in a Euopean and Global Context, Faculty of Law, Universidade Católica Portuguesa, with exchange at Duke University School of Law, North Carolina, USA. (2011).

Master in Private Law, Faculty of Law - School of Lisbon, Universidade Católica Portuguesa (2015).

PhD student in Private Law, Faculty of Law – Escola de Lisboa, Universidade Católica Portuguesa (since 2017).

The fact that she practiced law at the law firm Cuatrecasas, Gonçalves between 2013 and 2016 stands out, as well as the fact that she has been a professor at the Faculty of Law – Escola de Lisboa, Universidade Católica Portuguesa since 2016, and member of the Coordination Council of the Catholic Research Centre for the Future of Law since 2018.

She is the author of several scientific articles published in speciality books and journals.

Director: Miguel Calainho de Azevedo Teixeira Duarte

Degree in Decisional Systems Engineering - Cocite - Cooperative of Advanced Management and Informatics Techniques C. R. L. in 1995, later called the Higher Institute of Informatics and Management.

Post-Graduation in Finance - Faculty of Economics, Universidade Nova de Lisboa in 2005.

Completion of the Graduate Programme in Accounting at ISCTE in 2006.

Business Management Programme (PDE) - AESE in June 2002.

In the Teixeira Duarte Group: from 1988 to 1992 he was responsible for computerisation in the real estate and hospitality sectors. Between January 1992 and March 2002, he was commercial director of the real estate sector.

In March 1998 and until March 2002, he was Director of "Gedoisis – Sociedade de Investimento Imobilário SA.

Between January 2002 and June 2013, he was director of "Cimile – Sociedade Gestora de Participações Sociais SA" and in April 2014 he was elected director of "Verdadobjectiva SA", a position he holds until the present date;

He is also the administrator of "Ramo Verde - Exploração Florestal, Ltda" from March 2018 to the present date.

He is the manager of the company "Midinvest, Gestão e Investimentos, Sociedade Unipessoal Lta." from January 2009 to the present date, having been director of "Midinvest Brasil Ltda." from September 2017 to November 2019.

He has been a member of the Board of Directors of Noronha Sanches - Investimentos Incobiliários SA since November 2020 to date.

In October 2021, he was elected Director of the top listed company of the Teixeira Duarte, SA", continuing to exercise these functions under the term ending in 2022.

In April 2019, he was elected Member of the Board of Directors of the company currently called "Teixeira Duarte 1886, SA" - a company owned by members of the Teixeira Duarte family to which a stake of more than 50% in the capital of TD,SA is charged – and continues to perform these duties under the term of office that ends in 2022.

  1. Family, professional or business relations, habitual and significant, of the members, as applicable, of the Board of Directors, General and Supervisory Board and Executive Board of Directors with shareholders who may be imputed a qualifying holding greater than 2% of the voting rights.

The Chairman of the Board of Directors Manuel Maria Calaina Duarte is the cousin of shareholder Miguel Calainho de Azevedo Teixeira Duarte and cousin of shareholder João Afonso Calainho de Azevedo Teixeira Duarte.

Director Maria da Conceição Maia Teixeira Duarte is the cousin of shareholder Miguel Calainho de Azevedo Teixeira Duarte and cousin of shareholder João Afonso Calainho de Azevedo Teixeira Duarte.

Director Isabel Maria Nunes Correia Teixeira Duarte is the niece of shareholder Miguel Calainho de Azevedo Teixeira Duarte and niece of shareholder João Afonso Calainho de Azevedo Teixeira Duarte.

The Director Miguel Calainho de Azevedo Teixeira Duarte holds 100% of the shareholder "MIDINVEST — Gestão e Investimentos, Sociedade Unipessoal Lda.", is a member of the Board of "Teixeira Duarte 1886, SA" and is the brother of shareholder João Afonso Calainho de Azevedo Teixeira Duarte.

Regarding the remaining members of the Board of Directors, we disclose that none of them maintain habitual and significant family, professional or business relations, with shareholders who may be imputed a qualifying holding greater than 2% of the voting rights.

21. Organisational charts or flowcharts relative to the distribution of competence between the different governing boards, committees, commissions and/or departments of the company, including information on the delegation of competence, in particular with respect to the delegation of the daily management of the company.

The Articles of Association of the Competence of each of the governing bodies, namely in Articles 12 (General Meeting), 19 (Board of Directors) and 23 (Supervisory Board and Audit Firm).

There is no distribution or delegation of competence by any of the Board of Directors, to any specific committees or commissions, in particular an Executive Committee.

The members of the Board of Directors respect the general duties of diligence, care and loyalty, taking management decisions in a critical and impartial manner, always in the interest of the Company.

It is therefore the responsibility of the Board of Directors to ensure that the Company acts in accordance with its objectives, so this body does not delegate powers with regard to i) definition of the company's strategy and main policies; ii) organisation of the corporate structure; iii) matters that should be considered strategic due to their value, risk and special characteristics.

The organisational structures of the Group, identified in the following organisational chart, are integrated into the Group's main subholding companies: Teixeira Duarte - Engenharia e Construções, SA (TD-EC) and Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, SA (TDGPI), whose respective Supervision will be the responsibility of the directors of these two subholdings, without prejudice to the direct articulation with the Board of Teixeira Duarte, SA regarding the relevant matters within the scope of the Corporate Area.

AREA CORPORATIVA SETORES DE ATIVIDADE
Auditoria Interna Construção Concessões e Serviços
Contabilidade
Finanças Geotecnia e Fundações Cofragens e Pré-Esforço Facilities Management
Inovação Edificações Projetos Educação
Jurídicos Infraestruturas Aprovisionamentos
Processos Partilhados Metalomecânica Gestão de Equipamento Imobiliária
Recursos Humanos Obras Subterrâneas Sistemas de Gestão Hotelaria
Societário e Corporativo Obras Ferroviárias Logística das Propostas Distribuição
Sustentabilidade Laboratório de Materiais
Tecnologias de Informação Automóvel

b) Functioning

22. Existence and location where the operating regulations may be consulted, as applicable, of the Board of Directors, General and Supervisory Board and Executive Board of Directors.

Considering the corporate model that has been selected, the Board of Directors and its scope of activities as described in section 18, the fact that the competences and responsibilities of this body cannot be delegated to any others, not even specialised committees or departments, that the Board of Directors operates is very simple, as well as the fact that the number of members that make up this body is not large or sufficient to justify the stipulations, of additional operating rules, TD,SA has not adopted any operating regulations in the provisions relating to the operation and organisation of the Board of Directors that result from the Company's Articles of Association and applicable legislation.

The individual competence of each member is established by decision of the actual Board of Directors and their interaction is maintained in a regular form under the legally stipulated terms and considered sufficient for this purpose.

Detailed minutes of the meetings of the Board of Directors and the other governing bodies of TD,SA are always drawn up.

Although this is not established in the Articles of Association or in any other specific mechanism, it is guaranteed that, within the limits of the applicable legislation, the members of the management and supervisory bodies are permanently ensured access to all company information and employees for the company's performance, situation and development prospects, specifically including minutes, the documentation supporting decision-making, the call notices and files of meetings of the Board of Directors, without prejudice to access to any other documents or persons from whom clarifications may be requested.

Without prejudice to the above, TD,SA currently has a "Code of Ethics and Conduct of the Teixeira Duarte Group", which is mandatory for all of the respective Directors. However, no part of this code contains regulatory provisions for the operation of governing boties or other relevant bodies in this area: https://www.teixeiraduarte.pt/codigo-de-etica/

23. Number of meetings held and level of each member, as applicable, of the Board of Directors, General and Supervisory Board and Executive Board of Directors, of the meetings that have been held.

During 2021, the Board of Directors of TD,SA held 23 meetings.

For all due purposes, it is disclosed that the attendance of this Board was as follows:

The former Chairman of the Board of Directors, Pedro Maria Calainho Teixeira Duarte, participated in all the date on which he submitted a letter of resignation from the position of Chairman of the Board of Directors.

The current Chairman of the Board of Directors Manuel Maria Calainho de Azevedo Teixeira Duarte participated in all 23 meetings of this body.

Director Carlos Gomes Baptista participated in all 23 meetings of this body.

Administrator Maria da Conceição Maia Teixeira Duarte participated in all 23 meetings of this body.

Director Diogo Bebiano Branco de Sá Viana Rebelo participated in 22 of this body and was represented by the Chairman of the Board of Directors at the only meeting in which he was not present.

Director Isabel Maria Nunes Correia Teixeira Duarte participated in all 9 meetings of the Board of Directors held after her election (at the General Meeting held on 8 October 2022).

Director Miguel Calainho de Azevedo Teixeira Duate participated in all 9 meetings of the Board of Directors held after his election (at the General Meeting held on 8 October 2022).

24. Indication of the governing bodies which are competent to cary out the assessment of the executive directors.

The competent body for assessing the Company's Directors is the General Meeting which, under the terms of Article 376(1) of the Commercial Companies Code, conducts an annual review of the Company's administration and supervision.

The Supervisory Board monitors, under the established in this document, the action of the Board of Directors, ensuring compliance with a series of matters and issuing an the annual report and accounts which is submitted to the appraisal of the shareholders at the General Meeting.

Moreover, the Remuneration Committee assesses the activity developed by each Director for the purpose of establishing the respective remuneration, based on the remuneration policy approved at the General Meeting.

It is also report that, due to the organisational model established between the various corporate codes, it was not deemed iustified to create another Committee, in addition to the Remunerations Committee, for the purpose of ensuring a competent and independent assessment of the performance of the Directors and its own overall performance.

Indeed, in view of the adopted model and the structure and composition of the Governing Bodies, these duties are explicity entrusted to the General Meeting, Supervisory Board and Remuneration Committee, under the terms indicated above.

Likewise, for the same reasons, it is understood that there is no justification for creating another Committee to reflect on the governance system, structure and practices that have been adopted, to verify their effectiveness and propose to the measures to be executed, in view of their improvement.

These duties are performed by each of the Governing Bodies, which are able to identify any constraints and difficulties they may have encountered. They also cooperate with each other on the adopted corporate governance model, reporting and overcoming any possible operation and interconnection difficulties.

Ultimately, the overall assessment of the governing bodies is always entrusted to the shareholders at the General Meeting.

25. Predefined criteria for the assessment of the performance of the executive directors.

There are no predefined criteria for the assessment of the Executive Directors.

In effect, all Directors are assessed according to their respective performance during the year, based on objectives that are set and achieved for each financial vear, the Company's results and several other diverse nature and changes over the years, should not be exhaustive but rather adaptable to the circumstances of each specific situation, based on the Remunerations Policy that is approved annually by the General Meeting.

On this issue, see the remuneration policy of the governing bodies, reproduced below in point 69.

  1. Availability of each member, as applicable, of the Board of Directors, General and Supervisory Board and Executive Board of Directors, indicating positions held simultaneously at other companies, within and outside the group, and other relevant activities performed by the members of these bodies during the financial year.

All members of the Board of Directors have adequate availability to perform the duties inherent to the position they hold in TD,SA, as the Group's parent company, which manages its holdings and appraises its respective actions, but does not take direct decisions or exercise management powers over the activities of these entities.

In this regard, it should be mentioned that:

  • · Some members of the Board of Directors have duties and positions in other Group entities, relative to which they exercise management and management powers with proximity and direct responsibility for the actions of these companies.
  • · Director Miguel Calainho de Azevedo Teixeira Duarte holds social positions in other entities outside the Teixeira Duarte Group without receiving remuneration and Director Isabel Maria Nunes Correia Teixeira Duarte has a professional relationship with an entity outside the Group, without in both cases being subject to any situation that hinders your full availability for the performance of the position of member of the Board of Directors of TD,SA.

Director: Manuel Maria Calainho de Azevedo Teixeira Duarte

  • · Chairman of the Board of Directors of "Teixeira Duarte Engenharia e Construcões. SA":
  • · Chairman of the Board of Directors of "C+P.A. Cimento e Produtos Associados, SA";
  • · Chairman of the Board of Directors of "IMOTD Sociedade Gestora de Participações Sociais, SA";
  • · Chairman of the Board of Directors of "TD VIA Sociedade Imobiliária, SA";
  • · Chairman of the Board of Directors of "TDE Empreendimentos Imobiliários, SA"
  • Chairman of the Board of Directors of "TDH Sociedade Gestora de Participações, SA";
  • Chairman of the Board of Directors of "TDO Sociedade Gestora de Participações Sociais, SA";
  • · Chairman of the Board of Directors of "TEDAL Sociedade Gestora de Participações Sociais, SA";
  • · Chairman of the Board of Directors of "Teixeira Duarte Gestão de Participações e Investimentos Imobiliários, SA";
  • · Director of "CPM Companhia de Parques de Macau, SA";
  • · Director of "Teixeira Duarte Engenharia e Construções (Macau), Limitada";
  • Director of Macau CPM Holdings

Director: Maria da Conceição Maia Teixeira Duarte

As at 31 December 2021 he held no positions in other companies.

Director: Carlos Gomes Baptista

As at 31 December 2021 he held no positions in other companies.

Director: Diogo Bebiano Branco de Sá Viana Rebelo

As at 31 December 2021, he held the following positions in other companies of the Teixeira Duarte Group:

  • · Member of the Board of Directors of "TDE Empreendimentos Imobiliários, SA";
  • · Chairman of the Board of Directors of "TDO Investimento e Gestão, SA";
  • · Chairman of the Board of Directors of "Teixeira Duarte Distribuição, SA";
  • · Chairman of the Board of Directors of "Teixeira Duarte Real Estate, SA";
  • Chairman of the Board of Directors of "TEDAL II Distribuição e Investimentos, SA";
  • Chairman of the Board of Directors of "TEDAL III Automóveis e Investimentos, SA";
  • · Chairman of the Board of Directors of "TEDAL IV Participações e Automóveis, SA";
  • Chairman of the Board of Directors of " TEDAL Participações e Distribuição, SA";
  • · Member of the Board of Directors of "IMOTD Sociedade Gestora de Participações Sociais, SA";
  • · Member of the Board of Directors of ""TD VIA Sociedade Imobiliária, SA";
  • Member of the Board of Directors of "Teixeira Duarte Gestão de Participações e Investimentos Imobiliários, SA";
  • Managing Director of "Malanga Investimentos Imobiliários, Unipessoal Lda.";

Director: Isabel Maria Nunes Correia Teixeira Duarte

As at 31 December 2021, he held the following positions outside the Teixeira Duarte Group:

  • · Researcher at the Católica Research Centre for the Future of Law.
  • · Member of the Coordinating Council of the Católica Research Centre for the Future of Law.

Director: Miguel Calainho de Azevedo Teixeira Duarte

As at 31 December 2021, he held the following positions outside the Teixeira Duarte Group:

  • · Director of the company "Verdadobjectiva SA";
  • · Director of the company "Ramo Verde Exploração Florestal, Ltda";
  • · Director of the company "Midinvest, Gestão e Investimentos, Sociedade Unipessoal Lda.";
  • · Member of the Board of Directors of the Company "Teixeira Duarte 1886, SA";
  • · Member of the Board of Directors of Noronha Sanches Investimentos Imobiliários SA.

c) Committees and commissions within the management or supervisory body and chief executive officers

27. Identification of committees and commissions within, as applicable, of the Board of Directors, General and Supervisory Board and Executive Board of Directors, and location where the operating regulations may be consulted.

Considering the number of members of the Board of Directors and the fact that there are no non-executive directors, since they all perform duties inherent to their positions in a company of the Group, manages its holdings and appraises the respective actions, but does not take direct decisions or exercise management powers over the activities, there is an exemption from creating any committees in this case, specifically for monitoring the appointments of any managers, as suggested in Recommendation V.3.2.

As no appointments committee is constituted, Recommendation V.3.4. does not apply to TD,SA.

  1. Composition, if applicable, of the executive committee and/or identification of chief executive officer(s).

Considering that there is neither an Executive Committee nor Chief Executive Officers, the present rule is not applicable to TD, SA.

  1. Indication of the areas of competence of each of the created commissions, and summary of the activities developed during performance of this competence.

Considering that there are no commissions created under the Board of Directors, as noted in 2.7 above, the present rule is not applicable to TD,SA.

III SUPERVISION

(Supervisory Board, Audit Committee or General and Supervisory Board) a) Composition

  1. Identification of the supervisory body (Supervisory Board, Audit Committee or General and Supervisory Board) corresponding to the adopted model.

The corporate model adopted is the one usually known as the "strengthened Latin" model. In this regard, it has been decided to appoint a Supervisory Board as the oversight body.

  1. Composition, as applicable, of the Supervisory Board, Audit Committee, General and Supervisory Board or Financial Matters Committee, indicating the minimum statutory number of members, statutory duration of the term of office, number of permanent members, date of the first appointment and date of the end of term of office of each member. Reference may be made to the point of the report where this information is already presented pursuant to the provisions in number 18.

Pursuant to Article 24 of the Articles of Association of TD,SA, the Supervisory Board is three permanent members and one alternate, who should comply with the requirements and are entitled to use the powers established by law. When electing the members of this Board, the General Meeting must, mandatorily, elect one of them to perform the duties of Chairman.

As is the case with the other governing bodies and under the terms of Article 10(2) of the Memorandum and Articles of Association, the members of the Supervisory Board are elected at the General Meeting, through the list system, for periods of four years, oinciding with the financial years, and may be re-appointed once or twice, under the terms and with the legally established limits.

The supervisory board currently has the following members:

Chairman: Óscar Manuel Machado de Figueiredo

Members: Ana Cristina Louro Ribeiro Doutor Simões João Salvador dos Santos Matias

Alternate:

Rui Pedro Ferreira de Almeida

All of the identified members of the Supervisory Board were elected at the General Meeting of 27 May 2019, to serve on that body for the 2019/2022 four-year period.

The Chairman of the Supervisory Board was elected by the Shareholders on 31 May 2014, as an Alternate of that body, having taken office, following the resignation presented by previous Chairman, as a permanent member on 7 November 2014, and been appointed Chairman of the Supervisory Board at its meeting of 5 December 2014. At the Annual General Meeting of 30 May 2015, he was elected Chairman of the Supervisory Board to serve during the 2015/2018 term, having been reappointed at the General Meeting of 27 May 2019, to serve during the current term, 2019/2022.

The Members of the Supervisory Board, Ana Cristina Louro Ribeiro Doutor Simões and João Santos Matias, were appointed for the first time at the Annual General Meeting of 27 May 2019, to perform duties during the current 2019/2022 four-year period.

The substitute member of the Supervisory Board, Rui Pedro Ferreira de Almeida, was elected to the first time at the General Meeting of 30 May 2015, for the 2015/2018 term of office, and was reappointed to the General Meeting of 27 May 2019, to perform duties during the 2019/2022 term of office, currently in progress.

Furthermore, it should be noted that they all possess suitable competence of their duties, as described below in 33.

The current Supervisory Board of TD,SA, elected at the General Meeting held on 27 May 2019, includes a woman, who represents 33.33% of the permanent members of the Supervisory Board currently performing duties. TD,SA therefore meets the gender equality criteria and requirements for the members of the Supervisory Board.

No other members of the supervisory board or other governing bodies have been elected since then.

It should also be noted that TD,SA, in recognition of the composition of its Management and Supervisory Bodies, specifically in terms of age, gender, qualifications and professional background, at the General Meeting of 26 May 2018, TD,SA approved its Diversity Policy, which is currently in force and sets out criteria for the Company's governing bodies (including the Supervisory Board).

  1. Identification, as applicable, of the Supervisory Board, Audit Committee, General and Supervisory Board or Financial Matters Committee who are considered independent, under the terms of Article 414 of the Commercial Companies Code. Reference may be made to the report where this information is already presented pursuant to the provisions in number 19.

All the current members fully comply with all the requirements of incompatibility for the performance of their duties for any of them, under the terms established in the Commercial Companies Code.

The facts referred to in the previous paragraph are investigated periodically in relation to each member of the Supervisory Board.

  1. Professional qualifications, as applicable, of each member of the Supervisory Board, Audit Committee, General and Supervisory Board or Financial Matters Committee and other relevant curricular elements. Reference may be made to the point of the report where this information is already presented pursuant to the provisions in number 21.

The professional qualifications and other relevants of the members of the Supervisory Board are described below:

Oscar Manuel Machado de Figueiredo (Chairman of the Supervisory Board)

  • · Degree in Accounting and Administration from Instituto Superior de Contabilidade e Administração de Coimbra.
  • Advanced Management Course from the Postgraduate School in Economic and Business Science of Universidade Católica . Portuguesa.
  • · Chairman of the Supervisory Board of Centro Hospitalar e Universitário do Algarve.
  • · Member and Vice-Chairman of the Governing Board of the Association of Statutory Auditors (2009-2020).
  • · Deputy Chairman of the Executive Committee of the Accounting Standardisation Committee of Portugal (2015-2017).
  • Consultant in various projects in Angola and Mozambique on matters of accounting and audits, and trainer in these same areas in Portugal and in the Portuguese-Speaking African Countries (PALOP).
  • · Entered Ernst & Young in January 1979, having been included in the Partnership between 1992 and 2006.

Ana Cristina Louro Ribeiro Doutor Simões (Member of the Supervisory Board)

Academic background in Business Organisation and Management, her professional career dates back to 1987 in the area of financial auditing.

Two major areas of expertise can be highlighted, based on her professional experience:

External financial audits: conducted as an employee of Ernst & Young Limitada until 1997, working as freelance Chartered Accountant up to 2004 and as founding partner of Ana Gomes & Cristina Doutor, Sociedade de Revisores Oficiais de Cortas, Lda. until 2018.

Training: she has taught financial auditing and other education courses (including a partnership with the Army Pupils Military Institute and the Portuguese Catholic University), and she has been involved in several professional training activities, with an emphasis on her collaboration with the Association of Statutory Auditors.

João Salvador dos Santos Matias (Member of the Supervisory Board)

  • · Degree in Business Management and Organisation from Instituto Superior de Economia (1978)
  • Currently, he is retired.

Rui Pedro Ferreira de Almeida (Alternate of the Supervisory Board)

  • · Management Degree from Instituto Superior de Economia e Gestão Lisbon School of Economics and Management (Universidade de Lisboa) (1997);
  • · Executive Training in Business Management at the BPP University (Reading) (2001);
  • · Executive Training in Human Behaviour in Organisations (AESE) (2007);

  • · Post-graduate studies in Mergers and Acquisitions (EGP-UPBS) (2009);

  • · CEO and Member of the Board of Directors of MONERIS, SGPS, SA;
  • · Chairman of the British-Portuguese Chamber of Commerce;
  • · Member of the Supervisory Board of Associação Grace Empresas Responsaveis;
  • · Member of the Supervisory Board of ITREN Instituto para a Transição Energética;
  • Alternate of the Supervisory Board of EDP Ventures Sociedade de Capital de Risco, SA.
  • · Co-Chair of the EMEA M&A Special Interest Group at the international association MSI Global Alliance; and
  • · M member of the Advisory Board of Start-Up Portimão.
  • b) Functioning
    1. Existence and location where the operating regulations may be consulted, of the Supervisory Board, Audit Committee, General and Supervisory Board or Financial Matters Committee. Reference may be made to the point of the report where this information is already presented pursuant to the provisions in number 24.

As described above in number 22 of this Report, there are no operating regulations for the governing bodies.

Without prejudice to the above, it is reported that a resolution by the Board of D,SA implemented the current "Code of Ethics and Conduct of the Teixeira Duarte Group", which is mandatory for all members of supervisory bodies. However, no part of this code contains regulatory provisions on the functioning of governing bodies or other relevant provisions in this area.

  1. Number of meetings held and level of the meetings which have been held, as applicable, of each of the members of the Supervisory Board, Audit Committee, General and Supervisory Board or Financial Matters Committee. Reference may be made to the report where this information is already presented pursuant to the provisions in number 25.

During 2021, the Supervisory Board held 6 meetings, all of which were attended by all of its permanent members.

  1. Availability of each member, as applicable, of the Supervisory Board, Audit Committee, General and Supervisory Board or Financial Matters Committee, indicating positions held simultaneously at other companies, within and outside the group, and other relevant activities performed by the members of these bodies during the financial year. Reference may be made to the point of the report where this information is already presented pursuant to the provisions in number 26.

All the members of the Supervisory Board show the appropriate availability for the performance of their duties at TD,SA, namely for participation in the periodic meetings of the Board of Directors and for follow-up of the Company's activity and the preparation and publication of the documents presenting the accounts, coordinated with the Audit Firm's action.

The positions held by each of the Supervisory Board in companies within and outside the Group are indicated below:

Óscar Manuel Machado de Figueiredo (Chairman of the Supervisory Board)

Holding the following positions as at 31 December 2021:

  • Chairman of the Supervisory Board of Centro Hospitalar e Universitário do Algarve;
  • ·

Ana Cristina Louro Ribeiro Doutor Simões (Member of the Supervisory Board)

Holding the following positions as at 31 December 2021:

  • · Chair of the Supervisory Board of Novartis Farma Produtos Farmacêuticos, SA;
  • · Chair of the Supervisory Board of Glintt Global Intelligent Technologies, SA.

João Salvador dos Santos Matias (Member of the Supervisory Board)

As at 31 December 2021, he did not perform duties in any other companies.

Rui Pedro Ferreira de Almeida (Alternate of the Supervisory Board)

Holding the following positions as at 31 December 2021:

  • · Chief Executive Officer and Member of the Board of Directors of MONERIS, SGPS, SA:
  • · Chairman of the British-Portuguese Chamber of Commerce;
  • Alternate of the Supervisory Board of EDP Ventures Sociedade de Capital de Risco, SA.
  • Co-Chair of the EMEA M&A Special Interest Group at the international association MSI Global Alliance; and
  • · Member of the Advisory Board of Start-Up Portimão.
  • c) Areas of competence and duties
    1. Description of the procedures and criteria applicable to the intervention of the supervisory board for purposes of contracting additional services from the external auditor.

No services are contracted from the external auditor other than those related to the statutory audit, hence the present regulation is not applicable to TD,SA.

38. Other duties of the supervisory bodies and, if applicable, the Financial Matters Committee.

The supervisory bodies do not perform any duties other than those described above and legally defined.

IV. STATUTORY AUDITOR

39. Identification of the statutory auditor and statutory auditor partner representing the former.

The position of statutory auditor is held by "Moore Stephens & Associados - SROC", represented by António.

40. Indication of the number of years during which the statutory auditor has performed duties consecutively at the company and/or group.

The aforementioned 'Moore Stephens & Associados — SROC, SA', represented by António Gonçalves Monteiro, was elected for the first time to the position of Statutory Auditor of TD,SA at the General Meeting held on 30 May 2015, to perform the respective duties during the 2015/2018 quadrennium. At the General Meeting of 27 May 2019, this entity was again elected to hold the same position during the 2019/2022 quadrennium, now in progress, following the approval of a proposal submitted by the Supervisory Board.

41. Description of other services provided by the audit firm to the company.

The statutory auditor does not provide any services other than those related to the statutory audit of TD,SA.

V. EXTERNAL AUDITOR

42. Identification of the external auditor appointed pursuant to Article 8 and statutory auditor partner who represents the external auditor in compliance with these duties, as well as the partner's registration number at the CMVM.

The external auditor appointed under the Securities Market Code, is the audit fim "More Stephens & Associados - SROC", represented by António Gonçalves Monteiro and registered at the Association of Audit Firms (OROC) under number 173 and at the CMVM under number 20161476.

43. Indication of the number of years during which the external auditor and respective statutory auditor partner who represents it in compliance with these duties, has performed duties consecutively at the company and/or group.

The external auditor and the respective statutory auditor partner who represents it in the performance of these have held this position at TD,SA since their first election at the General Meeting of 30 May 2015, i.e., for seven years.

44. Policy and frequency of rotation of the external auditor and respective statutory auditor partner who represents it in compliance with these duties.

There is no defined policy on the rotation of the external auditor anditor partner who represents it in compliance with these duties.

However, TD,SA follows the rotation rules provided for in Article 17 of Regulation (EU) 537/2014 of the European Parliament and of the Council of 16 April 2014 and in Article 54 (2) and (3) of the Association of Statutory Auditors, approved by Law 140/2015 of 7 September, which provides that the maximum term of office of the statutory audit is seven years (which can be extended for a further three years, under the 544), and the audit firm may, under the terms of Article 54(3), be appointed as Statutory Auditor and External Auditor for the maximum performance of two terms of office of four years each.

In this regard, it should be noted that the external auditor currently performing the duties was appointed for the for the 2015/2018 term of office and re-elected, for a second time, at the General Meeting of 27 May 2019 for the current 2019/2002 term of office.

45. Indication of the body responsible for the assessment of the external auditor and frequency with which this assessment is conducted.

The actions of the external auditor have been appraised by the Supervisory Board – which obtains from the team all information and elements that are deemed necessary to perform its duties – and by all other governing bodies of TD, SA on annual basis without any oircumstances ever having ocurred that could justify its dismissal or termination of the service provision contract with iust cause.

The Board of Directors of TD,SA and the services under this board have assumed the commitment to ensure of appropriate conditions for the provision of services by the external auditor within the Company, since the Board of Directors are placed directly within the operating structure of TD,SA and ensure that they have the necessary physical means, information and documentation in order to provide the external auditor with the appropriate conditions for the performance of its duties.

The main point of contact and primary recipient of the external auditor's reports is the Supervisory Board.

  1. Identification of work, other than audit, carried out by the external auditor for the company and/or for the companies which are in a controlling relationship with it, as well as indication of the internal procedures for the purpose of approval of contracting such services and indication of the reasons for their contracting.

It should be noted that neither the External Auditor, nor any other entities in a holding relationship or which are part of the same network, provide TD,SA any services other than audit services.

  1. Indication of the value of the annual remuneration paid by the company and/or legal persons in a controlling or group relationship with the auditor and other natural or legal persons belonging to the same network, and details of the percentage relative to the following services (for the effect of this information, the concept of network is as defined in European Commission Recommendation C (2002) 1873 of 16 May):

The retribution paid by the company and/or legal persons in a controlling or group relationship with the auditor and other natural or legal persons belonging to the same network determined in accordance with the volume and quality of the context of the duties entrusted under the terms of the Law and Articles of Association.

By the Company*
-- -- ----------------- --
Value of the statutory audit services 61,000.00 100.00%
Value of reliability assurance services
Value of tax advisory services
Non-statutory audit services
By entities included in the Group*
Value of review of legal accounts services 315,135.00 100.00%
Value of reliability assurance services
Value of tax advisory services
Services other than legal review of accounts

C. INTERNAL ORGANISATION

I. ARTICLES OF ASSOCIATION

48. Rules applicable to the alteration of the articles of association (Article 245-A(1)(h)).

There are no specific rules for any amendments of the Articles of Association, with the general rules established in the Commercial Companies Code being applicable, in particular the provisions in Articles 85, 383(2) and 386.

II. COMMUNICATION OF IRREGULARITIES

49. Means and policy of communication of irregularities occurred in the company.

In 2018, following the approval of the "Code of Ethics and Conduct of the Teixeira Duarte Group", the policy for reporting alleged irregularities was adjusted, as part of strengthening the compliance system that was already being developed by the Company.

This Code aims to serve as guidelines for the professional conduct of all employees, regardless of their position or duties that they perform, and sets out the principles and values of the Teixeira Duarte Group, as well as the currently applicable procedure for reporting any irregularities in internal relationships between all Group companies and their stakeholders.

In effect, it is stated in this Code that, in order to monitor the application of its rules, the Employees – and the Indirect Recipients, under the terms and scopes set out above – are responsible for ensuring compliance with this Code of Ethics and Conduct. This is done by publicising it, quoting it in their defence, application in the ine management, including their own, as well as by reporting any irregularities identified by the measures developed by each Company for this purpose, normally referred to as the "Ethics Channel".

Without prejudice to these means, this Code also assumes that any irregularitied in relation to any external or internal regulations should be reported through the following means:

  • · Correspondence addressed to the Company's management or supervisory body.
  • · Correspondence addressed to the "Teixeira Duarte, SA" Board of Directors or Supervisory Board;
  • E-mail addressed to an independent body constituted within the Teixeira Duarte Group, whose address is [email protected].

The Company guarantees the confidentiality of communications received, the absence of any reprisals by whistle-blower complainants in good faith and the protection of the reporter's and the suspected offender's personal data. Reprisals are frowned upon by the Company and may give rise to disciplinary proceedings and the persons who have allowed such reprisals.

In addition, the General Procedure for Preventing Harassment at Work is in force, which establishes the principles of action and procedures that are considered appropriate to prevent and combat harassment in the Teixeira Duate Group, to be observed by all people that are part of it, making the Procedure a self-regulatory instrument and the expression of an active policy aimed at avoiding, identifying, eliminating situations that may substantiate the practice of harassment in the workplace. The General Procedure for Preventing Harassment at Work is complementary to the Teixeira Duarte Group Code of Ethics and Conduct.

As a result, TD, SA has mechanisms for the detection of irregularities, in line with Recommendation I.2.4, and has adopted a policy that guarantees adequate means for reporting and processing irregularities, while ensuring the confidentiality of any information that is transmitted and the identity of the reporter, whenever requested.

III. INTERNAL CONTROL AND RISK MANAGEMENT

50. People, bodies, committees or commissions responsible for internal audit and/or for the implementation of internal control systems.

The Board of Directors is the body responsible for the determination and assessment of the most relevant risks to which the Company is subject, as well as for the promotion of their prevention. It is responsible for designing and designing the internal control and risk management systems that are prove necessary and appropriate for the various identified, as well as monitor their implementation and monitor and evaluate their operation, duly supported by the other corporate control areas that provide support to the Company.

The Internal Audit Services of the Teixeira Duare progressively played a fundamental role regarding the implementation of internal control systems.

As at 31 December 2021. these services had five employees from Group companies and were hierarchically and functionally decendent on the Chairman of the Board of Directors Manuel Maria Calainho de Azevedo Texeira Duarte. This work was also cordinated at meetings attended by the other members of the Board of Directors and of the Supervisory Bodies.

Also noteworthy in the Compliance System implemented by the Teixeira Duarte Group, is the appointment, in 2021, of a Chief Compliance Officer whose mission is to develop a Compliance Programme to promote, within the Teixeira Duarte Group (i), the compliance with legal, regulations, (ii) the correct identification and assessment of the respective risks inherent to the activities carried out by the Group companies and (ii) the development of efficient measures to comply with the aforementioned regulations and to mitigate the respective risks, establishing guidelines for the analysis of reality, processing and reporting of information, defining areas of action and respective means and subsequent monitoring of the necessary reviews of such measures.

In addition, the Management Systems Department also control, which includes in its functions to ensure that the Group Policies are complied with, implext, also supervision criteria, carrying out the corresponding training, respective internal audit and presenting improvement proposals.

51. Explanation, even if by inclusion of an organisational chart, of the relations of hierarchical and operational dependence in relation to other bodies, committees or commissions of the company.

Internal Audit

Since its creation and until 2019, within the Teixeira Duate Group, the Internal Audit Services have always answered hierarchically to the Board of Directors and have always reported functionally to the Director responsible for the financial area.

However, in 2021, the Internal Audit Officer started to report functionally and administratively to its Chairman of Directors, ensuring the independence of the Internal Audit department of TD,SA.

The Supervisory Board monitors the work caried out by the meetings it deems necessary for this purpose and analysing the work carried out or in progress with the depth and as deemed appropriate in the circumstances. As a result, it deliberates the issuance of formal recommendations whenever it considers that there is a matter for this purpose.

In line with the mentioned change regarding to the Board of Directors, the communication system with the Supervisory Board was also revised, which now has access to a direct internal Audit Service where all reports are made available on a monthly basis issued by the department, so that the Supervisory Board can ensure the follow-up of the work, as a result of Recommendations VI.4 and VI.5.

This model has proved to be appropriate, since this not only facilitates the communication and exchange of information between the said Departments within the company's organisational structure, it should be stressed, has ensured that none of their impartiality has ever been placed in question.

Chief Compliance Officer

In 2021, the Board of Directors of TD,SA decided on the appointment of a Chief Compliance Officer, who functionally responds to the Board of Directors and whose mission is to develop a Compliance Programme to promote, within the Teixeira Duarte Group (i) compliance with legal regulations, regulatory and internal, (ii) the correct identification and assessment of the respective risks inherent to the activities carried out by the compand (ii) the development of efficient measures to comply with the aforementioned regulations and to mitigate the respective risks, establishing guidelines for the analysis of reality, treatment and reporting of information, defining areas of action and respective means and subsequent monitoring of results and promoting the necessary reviews of such measures.

52. Existence of other operational areas with competence in risk control.

There are no other areas with exclusive competences in the area of risk control, and, in view of the Group on this matter, all areas share responsibility under the terms described above and the Compliance System implemented in the Teixeira Duare Group applies to all of them.

53. Identification and description of the main types of risk (economic, financial and legal) to which the company is exposed during the exercise of its activity

In addition to the direct and indirect impact that the current Covid-19 pandemic situation may have on the Group's activity - albeit with different scopes and dimensions depending on the countries and sectors in question - the main economic, financial and legal risks to which the company is exposed during the course of its activities are as follows:

  • · Alterations in the economic and business conditions in Portugal, as well as in the economic and business conditions of the Group's operations abroad, namely in Angola, Algeria, Brazil, Mozambique and Venezuela;
  • . Fluctuations and volatility of interest rates, loan spreads and exchange rates, as well as cash balances of convertible currencies in markets in which the Group operates;
  • · Alterations in government policies;
  • Regulatory and financial framework of banking activity; and
  • · Alterations in the competitive environment of the activity sectors in which the Teixeira Duarte Group operates.

Furthermore, the activity of the Teixeira Duarte Group is dependent on the consequences which certain macroeconomic situations might have on the lifferent economic agents, on investment volumes, exports and global trade, as well as on employment levels and consumption patterns.

The evolution of the activity areas in which the Group operates, namely the construction area, is historically correlated, more or less directly, with the macroeconomic performance of the countries or markets in which the Texeira Duarte Group operates, in particular, with the evolution of Gross Domestic Product (GDP) and corresponding market prices. Therefore, the Group's activity and its results may be significantly affected by the performies where the Teixeira Duarte Group operates, mainly through the effect of the growth or retraction of the construction market, the most representative business area in the Group's operating income.

As the construction business is the reference activity of the Texeira Duarte Group, a description of this business is given below:

Large-scale construction business involves a major allocation of human and material resources, which implies a high fixed cost structure not only due to the necessary need to invest in the teams and their training, but also the significant investment required in the acquisition, maintenance and adaptation of equipment.

The costs associated to many of the tenders, both in the preparation of proposals and in the insurance, guarantees and completion bonds which are sometimes necessary to provide, also constitute another risk factor inherent to the activity, especially taking into account the penalties very often related to the large public contract works in which the Teixeira Duarte Group participates.

Similarly, the nature of the service often involves changes that are initially negotiated, as a result of difficulties with contracts in progress (climate change; discovery of characteristics of an adverse nature, different to those planned; natural, social and economic phenomena resulting from the impact of the project), and of changes to designs, often due to new choices made by project owners that require great flexibility and efficiency during their execution.

Yet another important aspect arises from the of suppliers of goods and equipment and service providers with which the Company deals in this area of action and which might imply risks due to actions imputable to them, including interruptions or delays in the service or supply of goods.

From a commercial point of view, globalisation has enabled the entry of other major Construction Groups into the main and oldest markets of action of Teixeira Duarte - especially Portugal and Angola - forcing greater effort in the presentation of solutions and proposals, as well as the optimisation of costs to enable meeting the strength of these entities.

Concessions are normally long-term projects which involve increasingly more areas, such as those linked to planning, design, construction, financing and operation and, which, both due to their complexity and the longevity of the processes, imply heavy risk in the evaluation of assets and projects in the long-term, in an increasingly more dynamic world characterised by unexpected changes.

The Group's real estate activity is affected by more stringent requirements for new projects at all levels (administrative, economic, social, environmental, among others), and by changes in demographic effects, changes in interest rates and availability of financing.

Hospitality in Portugal has suffered minor fluctuations, and hotels in Africa are naturally exposed to their respective countries and to competition that is increasing to an extent never seen before.

Distribution in Angola is very exposed due to the specific circumstances of the country and logistic difficulties related to supply, transport and travel.

The Automotive sector is currently subject to heavy competition, in the Angolan market, where competitiveness is increasing considerably and the investment made by the Group implies strong optimisation of processes and costs, in a market which is becoming progressively more demanding.

The risks described above, should have a negative impact on the net income of the Teixeira Duarte Group and its financial situation.

TD,SA exposed to strategy risks, through the possibility of taking inadequate strategic decisions, failures in the implementation of decisions or lack of response capacity regarding changing market conditions.

The Teixeira Duarte Group's international business represents a significant portion of the Group's turnover (344,447 thousand euros in 2021). It is impossible to guarantee the full success of operations on the foreign markets in which the Group operates. Moreover, these operations are exposed to foreign exchange risks arising from possible adverse economic developments in the countries where they are established. These factors could adversely affect the activity, financial situation and net income of the Teixeira Duarte Group.

The Teixeira Duate Group operates in various sectors of activity, of which emphasis should be placed on the Construction sector due to its contribution to the Group's operating income, as well as other sectors such as Real Estate, Distribution and Automotive, which can be described as very competition environment, when associated to negative cycles in the activity areas in which the Group operates, may have a negative impact on the Company's marketing margins and, consequently, on its financial situation.

The capacity of the Teixeira Duarte Group to successfully implement its ability to recruit and retain qualified and competent employees for each position. Although the human resources policy of the Texeira Duarte Group is directed towards the achievement of these objectives, it is impossible to guarantee that, in the will be no limitations in this area. Such circumstances could obstruct or delay the defined strategy, which could have a negative effect on the Group's activity, financial situation, and net income.

The deterioration of global economic conditions or adversities that affect the economies at a local scale of the inability of the Group's customers to meet their obligations or significantly delay their payment, leading to the entering into a situation of default. This scenario would result in loses affecting the activity, financial situation and net income of the Teixeira Duarte Group.

The Teixeira Duarte Group might, in the future, be part of a number of disputes related to its activity, including those where the sentence has been favourable, totally or partially, and which might be subject to appeal or action for annulment by the counterparts under the terms of the applicable procedural rules and until the reading of the final judgement on these same sentences. The Textera Duarte Group cannot guarantee that it will win any lawsuits relative to its activities and a negative decision in this area might have an adverse effect of significance to the activity, financial situation and net income of the Teixeira Duarte Group.

The activities of TD,SA require investments. The Group finances part of the cash flow generated by its operating activities. However, TD,SA its subsidiaries finance most of their investments through external sources, including bank loans and offers in capital markets.

The Teixeira Duate Group is exposed to a series of risks, interest rate risks and exchange rate risks, amongst others, and in the event of exceptionally adverse scenarios, the policies and procedures used by TD,SA to identify, monitor and manage risks might not prove to be totally effective.

As is the case of any other economic group integrated in a competitive environment, the Teixeira Duarte Group is also subject to risks related to liquidity. The Group considers that it is adequately provided with the means for the ectivity. It considers that the actions taken by the administ that are provided to it by the Internal Audit Department and the Accounting Department are effective. The Accounting Department is under the Chairman of the Board of Directors Manuel Maria Calainho de Azevedo Teixeira Duarte – who is also Chairman of the Group's subholding companies Teixeira Duarte - Engenharia e Construções, SA and Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, SA - and monitoring by the supervisory bodies. The Accounting Departments particularly oversees the Teixeira Duate Group's liquidity.

TD,SA manages the Group's liquidity risk in two ways: ensuring that the Group's financial debt has a high medium and long-term component with suitable maturities for the expected capacity for generating funds and negotiating credit facilities.

During its normal business, the Group is subject to certain risks, including interruption or delays in the provision of services. frauds, omissions, errors and delays in the implements for risk management. These risks are monitored by the Group in an ongoing manner through administrative and information systems, with some of the operating risks being covered by insurance policies.

The operations developed by the Teixeira Duate Group are dependent on computer processing involves the maintenance of records, financial reporting and other systems for the monitoring and control of the different operations of the Group, in particular in human resources management, accounts, logistics, administration and storage. Notwithstanding the assessment which has been made of the computer systems and the belief that their capacities are appropriate, it is impossible to guarantee potential investors that all the information technology systems will be fully identified and corrected in due time, nor systematic success in the implementation of technological improvements.

The cost of the vast majority of the financial debt incurred by the Teixeira Duarte Group is indexed to variable reference rates, whereby TD,SA is, through this means, exposed to interest rate risk.

The variation of the exchange rate of the Euro relative to other currencies, in particular the US Dollar, Angelan Dinar, Brazilian Real. Mozambican Metical and Venezuelan Bolivar might have an impact on the financial situation of TD.SA. The Teixeira Duarte Group operates in various markets, records revency and has monetary assets and liabilities denominated in currencies other than the Euro and, therefore, in this way, is exposed to variations in the respective currencies.

In indirect terms, note should also be made of the Teixeira Duarte Group acquires a variety of materials, of special importance in the construction, distribution and automotive areas in currencies other than those in which the final products are subsequently sold, namely in Angola, which could partially influence the net income achieved by the Group in these sectors.

Particular note should be made of the import of materials for construction and products which are essentially consumables to the companies established under Angolan law which operate in the area of distribution, as well as motor vehicles, spare parts and equipment for the different local subsidiaries in the automotive sector in Angola.

Adverse variations in the price of oil and other commodities might also significantly affect the net income and financial situation of the Teixeira Duarte Group.

The volatility of the price of commodities a risk for the Teixeira Duarte Group, affecting the operating activity of the construction business area, although this is on occasions mitigated through supplier contracts with fixed prices and customer contrasts which enable reflecting these alterations in the prices paid by these customers.

In particular, the Teixeira Duarte Group is indirectly exposed to the price of oil. The Group's capacity to reflect increases in the price of oil in the prices of its final products and services , negative consequences might arise in the direct margins of the final products sold and in the net contribution of the services rendered. Furthermore, an increase in the price of oil has a direct impact on the transport costs associated to the Group's activity, therefore, adverse variations in the price of cil could have a negative material impact on the Group's activity, financial situation and net income.

More specifically, the evolution in the price of oil could significantly affect the net income of the Teixeira Duarte Group for three reasons:

  • · The cost of transport is one of the most important cost items in the Group's operating accounts;
  • · Energy costs are of some significance in the price of external supplies and;
  • · The evolution of the price of oil strongly influences the development of the markets in which the Teixeira Duarte Group operates, some of which in a very significant manner, due to the importance that this product represents in the GDP of these countries.

Any increase in taxes or reduction in tax benefits could have an adverse effect on the Teixeira Duarte Group.

The Teixeira Duarte Group could be affected by changes in the legislations applicable in Portugal, in the European Union and in the different countries in which the Group operates.

The financial statements of the Teixeira Duarte Group might be influenced by the financial stakes held.

The net position, equity and event, in certain situations of impairnent, the Texeira Duarte Group may be influenced by the valuation/devaluation of financial investments that are held.

The entities of the Teixeira Duarte Group are subject to the risks inherent to any economic activity, which is the case of accidents, breakdowns or natural catastrophes that might lead to loses in the Group's assets or temporary interruptions in the respective activity. Likewise, these risks might affect the main customers and suppliers of the Teixeira Duarte Group, which would have a significant impact on profitability where it is not possible to find replacement customers in order to guarantee the turnover level or suppliers to enable maintaining the same cost structure.

In addition, both the Board of Directors of TD.SA and those of the Texeira Duarte Group continue monitoring the development of the Covid-19 pandemic situation, which began at the end of 2019, and are acting in accordance with the recommendations issued by the World Heath Organisation and the public bodies responsible for heath in the respective countries where Group companies operate.

Within this framework, contingency and preventive measures have been taken to follow the guidelines and to mitigate and contain the risk, and to balance these intentions with the steps necessary to safeguard the impact of the situation on all of its stakeholders.

Likewise, the development of the geopolitical situation in Europe and its impacts with which the Group operates directly and indirectly is continued, with particular focus on obtaining services, commodities and raw materials.

Currently, due to the direct and indirect nature of possible impacts and risks, as well as the unpredictable nature of their scale and duration, it is not possible to quantify them.

54. Description of the process of identification, assessment, monitoring, control and management of risks.

The risk identification, monitoring, control and management process of TD,SA includes various at different levels and complexity, taking into account the matter identification of the types of risk underlying the Group's different areas of action. In this sense, different identification, analysis, processing, control and review methods can be used in order to meet the desired objectives for the implementation of the risk assessment system, taking into account the type of risk to be assessed.

The Board of Directors is the body responsible for the determination and assessment of the most relevant risks to which the Company is subject, as well as for the promotion of the necessary initiatives for their prevention. It is responsible for designing the internal control and risk management systems that are prove necessary and appropriate for the various identified, as well as monitor their implementation and monitor and evaluate their operation, duly supported by the other corporate control areas that provide support to society, namely:

  • · The Internal Audit Department, whose main functions are the evaluation and improvement of the effectiveness of risk management processes and internal control systems, as well as the conduct of an examination of the activities caried out by the Group;
  • The Chief Compliance Officer, whose mission is to develop a Compliance Programme to promote, within the Teixeira Duarte Group (i) compliance with legal, regulations, (ii) the correct identification and assessment of the respective risks inherent to activities developed by the Group companies and (ii) the development of efficient measures to comply with the aforementioned regulations and to mitigate the respective risks, establishing guidelines for the analysis of reality, treatment and reporting of information, defining areas of action and respective means and subsequent monitoring of the results and promoting the necessary reviews of such measures.

· The Management Systems Department, which includes in its functions to ensure that the Group Policies are complied with, also implementing supervisory criteria, carrying out the corresponding training, respective internal audit and presenting proposals for improvement.

Responsibility for assessing the operation of these systems and submitting to TD,SA's needs lies with the Board of Directors – and not with the Supervisory Bodies as shown in Recommendation VI.2. - as this is a matter which, due to its nature and the specific aspects described above, falls within the framework of the Board of Directors and this body's control and supervision of the different departments of Group companies. This system has proven itself to the respective purposes.

On the other hand, there are no control commissions within the Teixeira Duarte Group, since the assessment of the way it is managed, the composition of the management and managers of the Teixeira Duarte Group and the fundamental principles that are applied, it is concluded that the efficiency and control commissions would be far greater than the benefits that could result from control carried out through such commissions.

Despite the fact that the internal control and risk management system implemented in society with all the requirements listed in Recommendation V.6, – as it has not defined a written Policy, but nonetheless has established a risk management system - with the implementation of a Compliance Programme - TD,SA maintains its confidence in the model described above.

55. Main elements of the internal control and risk management systems implemented in the procedure for reporting financial information (Article 245-A(1)(m)).

The financial information disclosure process is coordinated by the Board of Directors and always monitored by the oversight bodies. Teams from the Accounting, Company and Corporate Departments, respecially to draw up and ascertain the accounts and other accounting and financial reports, and to draw up and publish the final document.

These two structures monitor the evolutions, both in the financial and legal areas, and interact with the Portuguese Securities Market Commission, specifically when updating reports and supplementary regulations on these matters, both reporting directly to the Board of Directors.

All employees who work for the Accounting Department and Corporate team who participate in drawing up and disclosing the final document, are included in the list established in Article 246-A(7) of the Securities Market Code, and Article 18 of Regulation (EU) 596/2014 of the European Parliament and of the Council of 16 April 2014. In other words, they are employees with access to privileged information. All of them are notified terms, of their inclusion in the aforementioned ist and the legal consequences arising from the disclosure or misuse of privileged information.

Through meetings scheduled with the external auditor, the supervisory body monitors the adequacy of the process of preparation and disclosure of financial information by the management body, including the suitability of accounting policies, estimates, judgements, relevant disclosures and their consistent application over several financial years, in a duly documented and reported manner.

IV. INVESTOR SUPPORT

56. Service responsible for investor support, composition provided by these services and contact details.

In order to strengthen the information disclosure policy referred to above and with the aim of promoting permanent contact with the market and responding to investors' requests in good time, ensuring strict compliance with the principle of equality between shareholders and in order to prevent any imbalance in information, the Company has an Investor Relations Office, which operates under the supervision of the Board of Directors Manuel Maria Calainho de Azevedo Teixeira Duate, coordinated by José Pedro Poiares Cobra Ferreira, who is the market relations representative duly registered with the Portuguese Securities Market Commission (CMVM).

All the information required by investors and available under applicable directives is provided by this Office and may be accessed through the following means of communication:

Address: Lagoas Park, Edifício 2, 2740-265, Porto Salvo, Oeiras Telephone: + 351 217 912 415

Fax: + 351 217 941 108 E-mail: [email protected]

The Investor Support Office also assures the maintenance of a record of the different stakeholders and their subsequent treatment.

In addition, the aforementioned Market Relative is also the Company Secretary and, in coordination with the Board of Directors, he discloses information to members of the management and supervisory bodies.

57. Representative for market relations.

As stated in point 56 above, the position of Market Relations Representative is held by José Pedro Poiares Cobra Ferreira.

  1. Information on the proportion and response time to requests for information entered during from previous years.

The average response time to information requests in 2021 was 4 days.

V. INTERNET WEBSITE

59. Address(es).

The internet website of TD,SA has the following address: www.teixeiraduare.pt. The Company provides, on this website, in Portuguese and English, the information which is considered relevant and enables knowledge on its evolution and current reality in economic, financial and governance terms.

  1. Location where information can be found on the corporate name, capacity as a public company, head office and other elements mentioned in Article 171 of the Commercial Companies Code.

These elements can be consulted at: www.teixeiraduarte.pt/investidores/identificação-da-sociedade.

  1. Location where the articles of association and operating regulations for the bodies and/or commissions.

The Company's Articles of Association can be found at: www.teixeiraduarte.pt/investidores/estatutos.

As noted above, there are no operating regulations for the bodies and/or committees or commissions.

  1. Location where information is provided on the identity of the governing bodies, representative for market relations, Investor Support Office or equivalent structure, respective duties and means of access.

The information on the identity of the members of the governing bodies may be consulted at: www.teixeiraduarte.pt/investidores/orgaossociais.

The information on the representative for market relations and the may be consulted at: www.teixeiraduarte.pt/investidores/gabinete-apoio-investidor.

  1. Location providing the documents presenting the accounts, which should be accessible for at least five years, as well as the six-monthly calendar of corporate events, disclosed in the beginning of each semester, including, among others, general meetings, disclosure of annual, six-monthly and, when applicable, quarterly accounts.

The accountability documents since the increation of the company in 2009 can be found at: www.teixeiraduare.pt/inancialinformation.

The six-monthly calendar of corporate events may be consulted at: www.teixeiraduarte.pt/calendário-do-investidor.

  1. Location disclosing the call notice of a general meeting and subsequent information related to this meeting.

All the elements related to the General Meetings of TD,SA may be consulted at: www.teixeiraduarte.pt/assembleias-gerais.

  1. Location providing the historical record with the decisions taken at the company's general meetings, the share capital represented and the results of the voting, relative to the preceding 3 years

All these elements may be consulted at: www.teixeiraduarte.pt/assembleias-gerais.

D. REMUNERATIONS

I. COMPETENCE FOR DETERMINATION

  1. Indication of competence to determine the remuneration of the governing bodies, members of the executive committee or chief executive officer and senior managers of the company.

Pursuant to Article 11 of the Articles of Association of TD,SA and under the terms established in the Policy of Remuneration of the Management and Supervisory Bodies of the Remuneration Commission is competent to determine the remuneration of the governing bodies.

It should also be noted, as has already been clarified, there is no executive officer, hence, in this regard, this issue is not applicable to TD,SA.

However, based on the criterion set out in Article 3(1)(25) of Regulation (EU) 596/2014 of the European Parliament and of the Council of 16 April 2014, the only leaders of TD,SA are its own Directors. Because there are no non-executive directors, no rule on this matter is envisaged.

The Remunerations Committee is elected for a period of four years and the term of office for the 2019-2022 four-year period is in progress.

II. REMUNERATION COMMITTEE

  1. Composition of the remuneration committee, including identification of natural or legal persons contracted to provide support and statement of the independence of each member and adviser.

The Remunerations Committee currently has the following members:

  • Miguel Calainho de Azevedo Teixeira Duarte .
  • António Carlos Calainho de Azevedo Teixeira Duarte
  • Manuel Ferreira

António Carlos Calainho de Azevedo Teixeira Duate and Manuel Ferreira were elected at the General Meeting of 27 May 2019, to serve on that body for the 2019/2022 four-year period. Miguel Calainho de Azevedo Teixeira Duarte was elected at the Extraordinary General Meeting held on 8 October 2021.

The member of the Remuneration Committee Miguel Calainho de Azevedo Teixeira Duarte is not considered independent from the members of the Board of Directors, since he is also the Director of that management body.

As TD,SA is majority-owned by companies owned by members of the Teixeira Duarte family, and by members of the Teixeira Duarte family, it is only natural that they should sit on the respective Remunerations Committee. This has tractice followed for decades, always in accordance with the rules and recommendations established by the Portuguese Securities Market Commission (CMVM) at any given time on remuneration for members of the Body of Directors, with no reasons being envisaged to change this.

It is important to stress that this is a Company which, following the example of the Group's former holding company ("Teixers Duarte -Engenharia e Construções, S.A."), with its own specific way of acting and its strongly distinctive business image, has adopted a very particular way of being and a healthy management policy which has been recognised as such by the public and market.

In addition, no natural or legal persons have been engaged to assist the Remunerations Committee in the performance of its duties, as decided by the Committee itself.

For the purposes of Recommendation V.2.4, it is stated that the members of the Remuneration Committee tend to always be present at the Company's Annual General Meetings.

  1. Knowledge and experience of the remuneration committee on matters of remuneration policy.

The members of the Remuneration Committee Miguel Calainho de Azevedo Teixeira Duarte and António Carlos Calainho de Azevedo Teixeira Duarte have knowledge and experience in matters of remuneration policy, bearing in mind that they performed these duties for several years in other companies.

III. STRUCTURE OF THE REMUNERATIONS

69. Description of the policy of remuneration of the management and supervisory bodies referred to in Article 2 of Law 28/2009 of 19 June

The Remuneration Committee of TD,SA issued the respective remuneration to the members of the Management and Supervisory Bodies, which was approved unanimously at the General Meeting of this company, held on 24 May 2021, where the contents of this statement are reproduced below:

REMUNERATION POLICY FOR MEMBERS OF THE MANAGEMENT AND SUPERVISORY BODIES OF "TEIXEIRA DUARTE, SA"

REGULATORY FRAMEWORK -

Under Article 399 of the Commercial Companies Code and Article 11 of the Company's Articles of Association, it is up to this Committee to submit for approval by the General Meeting a proposal for the members of the management and super isory bodies of this Company, which is drawn up in accordance with and for the purposes set out in Articles 26-A to 26-F of the Securities Code.

SCOPE OF THE POLICY: 11-

Depending on the corporate model adopted by "Teixeira Duarte, SA", this Policy covers all members of the Board of Directors, of the Supervisory Board and the Audit Firm.

INTRODUCTION: 111-

This "Remuneration Policy for Members of Management and Supervisory Bodies" was prepared by taking into account the historical situation and framework of the issue within the Teixeira Duarte Group over the applicable legal provisions.

Whenever reference is made in this text to the labour and contractual reality with the Texeira Duarte Group, it is understood that this refers to Teixeira Duarte - Engenharia e Construções, SA and Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, SA, the main sub-companies holding companies of the Group.

In this context, it is deternined that the Directors of "Teixeira Duarte, SA" may only receive remuneration, in whatever capacity, paid by one of the following entities: "Teixeira Duarte – Engenharia e Construções, SA" or "Teixeira Duarte – Gestão de Participações e Investimentos Imobiliários, SA".

BOARD OF DIRECTORS: IV_

1. Contractual status

There are no contracts or agreements with the members of the management bodies, and four of the Board of Directors have an employment contract with the Teixeira Duarte Group, without prejudice to their suspension, under the Law, at the time of the elections for the positions held in the Group Teixeira and administrator Maria da Conceição Maia Teixeira Duarte also have no written management contract, resulting in their contractual status only from the term for which they were elected at the General Meeting.

There are therefore no specific contractions for the applicable notice periods, nor any termination or payment clauses associated with the termination of them, and the terms provided by the Law that is in force apply.

2. Objectives of the Remuneration Policy for members of the Board of Directors

This remuneration policy for the members of the Board of Directors was developed with the determination of remuneration under the terms described herein contributes to the company's business strategy, to its long-term interests and to its sustainability.

a. Fixed remuneration

The fixed remuneration must be determined taking into account the Teixeira Duarte Group, as well as the compatibility with the terns and conditions of employment and remuneration of the Teixeira Duarte Group, in order to promote a sense of ownership and interconnection between directors and all with the global strategy of the Teixeira Duarte Group, and it should be noted in this regard that four of the Board of Directors began their journey as employees of the Group more than twenty-five years ago.

The fixed amount must be assigned and paid in accordance with the conditions of employment and remployees of Teixeira Duarte, SA and of the main sub-holding companies of the Group, Teixeira Duarte - Engenharia e Construções, SA and Teixeira Duarte - Gestão de Participações e Investimentos Internes of any bonuses or benefits specifically attributed to the members of the Board of Directors, and the amounts of insurance, allowances and expenses in service must be made under the same terms and conditions as those applied to employees of the said companies.

Variable remuneration

This policy promotes a commitment of the Board of Directors to the long-term business project, not only because the fixed remuneration values and other complementary conditions are integrated into a global framework of employees of the Teixeira Duarte Group, but also because there is a variable and deferred part of the remuneration, and payments are subject to the verification of conditions that reflect the positive performance of the concrete, determinable indicators and considered references for sustainability and long-term development of society, which are exposed below.

The variable amount should be established for each member of the Board of Directors as supplementary remuneration and performance bonus, where this component is totally unrelated to the evolution of the Company's shares, but rather depends on the evolution of corporate business, financial indebtedness and financial autonomy, dedication by each member to the achievement of the tasks and objectives inherent to their respective duties, as well as the year and corresponding policy on its appropriation.

No Director has any right to the variable component of his remuneration until there are specific assignments by this Remuneration Committee, the sums of which will be paid in instalments of quantities and deadlines to be defined also by decision of this Commission, and the respective payment of those parts. deferred depending on the continued exercise of tunctions by each of the Board of Directors concerned within the company itself or on the provision of remunerated collaboration within the Group.

Furthermore, there are no mechanisms limiting the variable remuneration, in the net income showing a considerable deterioration in the company's performance in the last reported year or when such is expected for the year in progress.

However, the Committee should consider whether a significant part of the variable remuneration should be deferred for a period not less than three years, and if its payment should be subject to the continued positive performance of the period, where this is defined as the occurrence of at least one of the following facts:

  • Increased equity;
  • Average EBITDA in the following three financial years higher than the financial year in question;
  • · Average Consolidated Net Income in three consecutive years above the Consolidated net income for the year in question.

The possibility for the company to request the refund of variable remuneration already delivered is not foreseen.

c. Other forms of compensation or benefits

There will be no system for the attribution of shares or rights to acquire options on shares or any other shame.

For the overall remuneration of the Board of Directors, no sum will be paid in the form of profit-sharing.

There should not be any other relevant non-cash benefits, apart from those established by this Committee.

No sums have been paid, and nor are there any foresen sums payable, relative to the dismissal or termination of office of Directors.

d. Retirements and supplementary pension schemes

The Remuneration Committee is responsible for establishing all this context to any retired former Directors, under all circumstances and to review annually the awarded amounts.

As to the attribution of supplementary pension schemes, the actual Articles of Association establish, in Article 22, transcribed below, the terms and criteria on which the Remuneration Committee should base the establishment of such amounts:

"ARTICLE TWENTY-TWO

ONE - When people who have performed duties as Directors cease to hold office, the Company may grant them a retirement pension for life, whenever they meet one of the following requirements:

a) Have held that position in this Company for over ten years, counting, for the years of service under the same position at "Teixeira Duarte - Engenharia e Construções, SA";

b) Have provided, even with a shorter period of holding this position, a total of over twenty-five years of service to this Company, counting, for the effect, the years of service at "Teixeira Duarte - Engenharia e Construções, SA";

TWO - The value of this pension will be determined taking into consideration the time or relevance of the services and the situation of the beneficiary, and should be reviewed on an annual basis but can never be greater than the highest remuneration received any given time by the permanent Directors.

THREE - By delegation of the General Meeting, hereby established, the Remuneration Committee referred to in Article Eleven will be responsible for the assessment of the cases submitted to it and establishing the values and other procedures for the award of persions.

The determination of the Memorandum and Articles of Association referred to above does not invalidate that the Remuneration Committee may submit such a matter to the General Meeting, however taken place because this has never proved necessary or appropriate in view of the established statutory rule.

For all intents and purposes, it is reported that at no time between the incorporation of the company, in 2009, and today's date has the General Meeting approved any retirement being established for members of governing bodies, as this competence is expressly assigned to the Remuneration Committee, under the aforementioned provisions of the Articles of Association.

V SUPERVISORY BOARD:

There are no contracts or agreements with the members of the Supervisory Board, resulting in their contractual status only from the term for which they were elected at the General Meeting.

There is also no supplementary pension or early retirement scheme for any of the Supervisory Board.

All the members of the Supervisory Board should, pursuant to the current system established in the Commercial Companies Code, receive a fixed remuneration for the performance of the respective positions, determined by this Remuneration Committee, where none of these members should receive any other retribution from "Teixeira Duarte, SA" or other it was in a controlling or group relationship, in particular for any other services provided to these entities.

Likewise, and as referred to above on the Management Board, there should not be attribution of shares and/or rights to acquire options on shares and/or any other scheme, nor any sum paid under the form of profit-sharing, nor any other bonuses or relevant non-cash benefits

VI. STATUTORY AUDITOR:

The Company shall, following the election taken by the General Meeting for the Audit Firm, conclude with such entity a contract for the provision of statutory audit services.

The remuneration of the Audit Firm should be determined in accordance with of the services provided in the context of the duties entrusted under the terms of the Law and Articles of Association

In the case of "Teixeira Duarte, SA", this supervisory body is responsible for conducting and verification required for the review and legal certification of the Company's accounts, for which an amount should be established in the form of an annual overall value to be paid under the terms and with the Board of Directors, according to its sensitivity and monitoring of the business and activity of this Supervisory Body.

It should be noted in particular that this same Audit Firm might also provide legal review of accounts and auditing services, exclusively of the same nature, to other entities included in the Teixeira Duarte Group, receiving retributions from these companies, whose overall value shall be disclosed under the terms of the Law.

Since the Supervisory Board has played an active role work of the Audit Firm, this board should be consulted in order to issue an opinion on the establishment of the remunerations of this firm.

There is no supplementary pension or early retirement scheme for the Statutory Auditor, nor for any of the Audit Firm elected for this position.

VII. THE DECISION-MAKING PROCESS

The decision-making process followed for the determination of this policy consists of holding meetings of the Remuneration Committee to discuss the istervention of any other committee, entity or governing body, with the values and criteria determined in the terms described above and aligned with the remuneration strategy of the company's management and of its reference sub-holdings - Teixeira Duarte - Engenharia e Construções, SA and Teixeira Duarte - Gestão de Participações e Investimentos Inobiliários, SA - there are no conflicts of interest, as cross-cutting criteria are used for the fixed and variable remuneration values and contribute to the company's business strategy, to its long-term interests and to its sustainability.

Therefore, it shall be based on this remuneration policy that this Committee should, specifically, establish the remunerations of the indicated management and supervisory bodies of the company, in accordance with the personal opinion of their members, expressed in a decision drawn up in minutes whose content is the Board of Directors for implementation, under the strict terms defined therein.

VIII. PUBLICATION OF THE POLICY AND DISCLOSURE OF INFORMATION ON REMUNERATION

In compliance with Article 26e of the Securities Code, this Remuneration Policy is published on the company's website, containing reference to the results of the vote and the respective date of approval at the general meeting, and remains available to the public, free of charge, at least while in application.

The disclosure of information regarding the members of the management and supervisory bodies shall be made in accordance with the legislation in force.

IX. DURATION OF THE REMUNERATION POLICY

In order to comply with the current legislation in force, this Remuneration Policy must be revised at least four years from now.

Without prejudice to this, it was noted that many of the aspects set out above aim to comply with the applicable legal regulations, which may be susceptible to any changes that these rules may undergo."

70. Information on the way the remuneration is structured so as to permit the interests of the members of the management board with the long-term interests of the company, as well as on the manner in which it is based on the assessment of performance and discourages excessive risk taking

In addition to the obligations inherent to perforning the directors' remuneration is determined such as to align their interests with those of the Company. Indeed, the remuneration is determined by this Committee elected at the General Meeting, which establishes these values in accordance with guidelines related to the performance and results of the Company as a whole, as well as the overall activity of the management board, relatived objectives, taking into account the conditions and amounts of the remunerations of the other employees of the company 100% held by it, Teixeira Duarte - Engenharia e Construções, SA".

The establishment of remunerations also takes into account the company's long-term performance, compliance with the rules applicable to the company's activity, restraint in excessive risk-taking and market knowledge.

In addition, in determining the remuneration received by members of the Board of the fact that some of these members have duties and positions in other Group entities, as part of which they exercise management powers in greater proximity to the actions of the companies and with direct responsibility for them.

71. Reference, if applicable, to the existence of a variable component of the remuneration on any impact of the assessment of performance on this component.

As set out in the "Remuneration Policy for Members of Management and Supervisory Bodies of Teixeira Duarte, SA", described in point 69, Director remuneration consists of a variable component - known as "performance bonuses" - which are avarded within the scope and limits of the distribution of part of the results from the financial year in question to employees and members of the Board of Directors, as resolved at the respective Annual General Meetings. This bonus is subsequently set based on the terms, conditions, amounts and periods to be established by the Remunerations Committee, taking into account the stipulations of the Remunerations Policy for the Company's Administration and Supervisory Bodies".

This variable component of remuneration is unrelated to the stock market prices of the Company's shares, but rather depends on the evolution of corporate business, financial indicators such as net debt and financial autonomy, the dedication shown by each member in the accomplishment of the tasks and objectives inherent to their duties, as well as the year and the corresponding policy of its appropriation, which has also always prioritised the reinforcement of the Company's equity and assurance of the continued and balanced distribution of dividends to shareholders

Accordingly, there is no maximum ceiling for each component, but rather an attribution in conformity with the parameters identified above, the remuneration policy defined for the assessment of the performance and execution of duties of each Director. The variable component has always been reasonable as a whole in relation to the fixed component.

Although part of the variable component attributed by the Remuneration Committee may be deferred over time, it is important to note that no Director is entitled to any right to the variable component of his remuneration until a specific allocation has been made by the Remuneration Committee, under the terms and on the grounds established by this committee.

It is also reported that the members of the Board of Directors did not enter into contracts, either with third parties, that would have the effect of mitigating the risk inherent to the remuneration set for them by the company.

72. Deferral of the payment of the variable component of remuneration, mentioning the period of deferral

As decided by the Remunerations Committee, part of the variable component will be paid from October 2023 on a date to be set by the Remunerations Committee. This payment shall depend on the Company's postive performance over the financial years 2021 to 2023, defined as the occurrence of at least one of the following facts:

  • Increased equity;
  • Average EBITDA for 2021 to 2023 above the EBITDA recorded for 2020;
  • · Average Consolidated Net Income for 2021 to 2023 above the Consolidated net income for 2020.

73. Criteria underlying the attribution of variable remuneration in shares as well as on the holding, by the executive directors, of these shares, on any conclusion of contracts relative to these shares, namely, hedging or risk transfer contracts, the respective limit, and their relation to the value of the annual total remuneration

Not applicable. The variable retribution is not attributed in shares and no contracts have been signed with the characteristics described above.

74. Criteria underlying the attribution of variable remuneration in options and indication of the deferral period and price for exercise of the option.

Not applicable. The variable retribution is not attributed through options.

75. Main parameters and grounds of any system of annual bonuses and any other non-cash benefits.

The bonus (referred to as "performance bonus") is attributed under the scope and within the limits of the net income for the year in question to the employees and members of the Board of the respective Annual General Meetings. This attribution is subsequently materialised pursuant to the terms, conditions, amounts and time limits established by the Remuneration Committee, taking into account the provisions established in the "Remuneration Policy of the Management and Supervisory Bodies of the Company" in force.

Therefore, the Remuneration Committee takes into consideration, in the attribution of annual bonus, the performance and net income of the Company as a whole, as well as the overall activity of the management board, in view of the defined account the conditions and values of the remunerations of its employees and the other employees.

The annual bonuses were established taking into account the Company's long-term performance, complicable to the company's activity, restraint in excessive risk-taking and market knowledge, as already indicated above.

Furthermore, no relevant non-cash benefits were attributed to the Directors of the Company.

76. Main characteristics of schemes for supplementary pensions or early retirement pensions for the directors and date on which they were approved at the general meeting, on an individual basis.

Regarding any retired former Directors, it should be mention Committee is responsible for establishing all the amounts paid in this context, under all circumstances. The aforesain Committee is also responsible for conducting an annual review of the amounts attributed.

As to the attribution of supplementary pension schemes, the actual Articles of Association establish, in Article 22, transcribed below, the terms and criteria on which the Remuneration Committee should base the establishment of such amounts:

"ARTICLE TWENTY-TWO

ONE - When people who have performed duties as Directors cease to hold office, the Company may grant them a retirement persion for life, whenever they meet one of the following requirements:

a) Have held that position in this Company for over ten years, counting, for the years of service under the same position at "Teixeira Duarte - Engenharia e Construções, SA";

b) Have provided, even with a shorter period of holding this position, a total of over twenty-five years of service to this Company, counting, for the effect, the years of service at "Teixeira Duarte - Engenharia e Construções, SA";

TWO - The value of this pension will be determined taking into consideration the time or relevance of the services provided and the situation of the beneficiary, and should be reviewed on an annual basis but can never be greater than the highest remuneration received any given time by the permanent Directors.

THREE - By delegation of the General Meeting, hereby established, the Remuneration Committee referred to in Article Eleven will be responsible for the assessment of the cases submitted to it and establishing the values and other procedures for the award of pensions.

The General Meeting reserves the right to appoint the Remuneration Committee which is exclusively competent to decide on these matters

The determination of the Memorandum and Articles of Association referred to above does not invalidate that the Remuneration Committee may submit such a matter to the General Meeting, however taken place because this has never proved necessary or appropriate in view of the established statutory rule.

For all due purposes, it is reported that at no time between the incorporation of the company, in 2009, and today's date has the General Meeting approved any retirement being established for members of governing bodies, as this competence is expressly assigned to the Remuneration Committee, under the terms of the statutory provisions referred to above.

IV. DISCLOSURE OF THE REMUNERATIONS

  1. Indication of the annual value of the remuneration received, as a whole and individually, by the members of the management bodies, derived from the company, including fixed and variable remuneration and, relative to its different components.
Fixed Variable Remuneration Travel
Board of Directors Remuneration Assigned Assigned in 2021 Sub-Total Total
in 2013 2017 Awards compensation
Manuel Maria Calainho de 182,220.95 1,500.00 30,000.00 75,000.00 288,720.95 4,379.05 293,100.00
Azevedo Teixeira Duarte
Carlos Gomes Baptista 137,200.00 35,000.00 24,000.00 196,200.00 - 196,200.00
Maria da Conceição Maia 35,000.00 6,000.00 41,000.00 41,000.00
Teixeira Duarte
Diogo Bebiano Branco de 177,036.26 15,000.00 75,000.00 267,036.26 265.00 267,301.26
Sá Viana Rebelo
Isabel Maria Nunes Correia 7,971.28 7,971.28 7,971.28
Teixeira Duarte (a)
Miguel Calainho de 7,971.28 7,971.28 7,971.28
Azevedo Teixeira Duarte
(a)
Pedro Maria Calainho 57,818.18 57,818.18 57,818.18
Teixeira Duarte (b)
605,217.95 16,500.00 65,000.00 180,000.00 866.717.95 4,644.05 871,362.00

(a) Members of the Board of Directors of Teixeira Duarte, S.A. since 8 October 2021; (b) Chairman of the Board of Directors of Teixeira Duarte, S.A. up to 30 June 2021.

-

Variable remuneration paid in 2021
To 2021 To 2024 Total
Manuel Maria Calainho de Azevedo Teixeira Duarte 75,000.00 77,000.00 122,000,00
Carlos Gomes Baptista 24,000.00 26,000.00 50,000.00
Maria da Conceição Maia Teixeira Duarte 6,000.00 8,000.00 14,000.00
Diogo Bebiano Branco de Sá Viana Rebelo 75,000.00 77,000.00 122.000.00
Isabel Maria Nunes Correia Teixeira Duarte (a)
Miquel Calainho de Azevedo Teixeira Duarte (a)
Pedro Maria Calainho Teixeira Duarte (b)
180,000.00 188,000.00 368,000.00

(b) Members of the Board of Directors of Teixeira Duarte, S.A. since 8 October 2021; (b) Chairman of the Board of Directors of Teixeira Duarte, S.A. up to 30 June 2021.

The amounts indicated above, attributed as variable remuneration of the Directors Manuel Maria Calainho de Azevedo Teixeira Duarte and Diogo Bebiano Branco de Sá Viana Rebelo were decided by the Remuneration Committees of Texeira Duarte - Engenharia e Construções, S.A. and Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., companies directly 10% owned by TD,SA and in which they are also members of the respective Boards of Directors.

78. Amounts paid, for any reason, by other companies in a controlling or which are subject to common control.

Notwithstanding the above in point 77 of this Report on the "2021 Premiums" paid to directors Manuel Maria Calainho de Azevedo Teixeira Duarte and Diogo Bebiano Branco de Sá Viana Rebelo for the aforementioned Teixeira e Construções, S.A. and Teixeira Duarte - Gestão de Participações e Investimentos Inobiliários, S.A., none of the Board of Directors received, in 2021, any remuneration, whatever it may be, paid by other companies that are in a controlling or group relationship with Teixeira Duarte, S.A.

79. Remuneration paid in the form of profit-sharing and/or payment of bonuses and the reasons for the granting of such bonuses and/or profit-sharing.

In the overall remuneration of the Board of Directors, no sum is paid in the form of profit-sharing.

In effect, members of the Board of Directors are paid a premium amount - known as the "performance premium" - which is allocated within the limits of distribution of part of the financial year in question, to employees and members of the Board of Directors. This is decided at the respective Annual General Meetings and the terms, conditions, amounts and deadinn are subsequently established by the Remuneration Committee, taking into account the current "Remunerations Policy for Administration and Company Supervisory Bodies".

In 2021, the bonuses that were paid were established due to the Company as a whole, as whole, as well as by the activity of the management body as a whole, compared to the targets that had been set, taking into account the remuneration onditions and amounts of its employees and other workers.

The establishment of the bonuses also took into account the Company's long-term performance, compliance with the rules applicable to the company's activity, restraint in excessive risk-taking and market knowledge.

80. Compensation paid or owed to former executive to their termination of office during the financial year.

No compensation has been paid, or is owed, to any former executive to their termination of office during the financial year.

81. Indication of the annual value of the remuneration received, as a whole and individually, by the members of the supervisory bodies, pursuant to Law 28/2009 of 19 June.

All the members of the Supervisory Board receive, under the current system established in the Commercial Companies Code, and as determined by the Remuneration Committee, fixed remunerations for the duties inherent to their respective positions.

Thus, during 2021, the remunerations received by the Supervisory Board of TD,SA were distributed as follows:

Supervisory Board Fixed
Remuneration
Variable
Remuneration
Total Remuneration
Oscar Manuel Machado Figueiredo 30.000.00 30.000.00
João Salvador dos Santos Matias 18.000.00 18,000.00
Ana Cristina Louro Ribeiro Doutor Simões 18.000.00 18.000.00
66.000.00 66.000.00

The total value of annual fees paid to the Audit Firm "MOORE STEPHENS & ASSOCIADOS, SROC, SA" and to other natural or legal persons belonging to the same network supported by the firm and/or by legal persons in a controlling or the services provided by it, i.e., Statutory Audit and Auditing services, was:

Remuneration
Statutory audit services for the Group 376,135.00
Other reliability assurance services
Tax advisory services
Non-statutory audit services
276 125 00

All the values listed above relative to the members of the Supervisory Board and Audit Firm were paid during 2021; therefore, there are no portions whose payment is deferred over time.

Furthermore. it should also be noted that, as established in the Policy of Remuneration of the Management and Supervisory Bodies, the remuneration of the members of the supervisory body does not include any component whose value depends on the performance of the company or its value.

82. Indication of the remuneration of the chairman of the general meeting for the year in question.

With the exception of the aforesaid Secretary of the General Meeting, all the other members of this body, under the current system established in the Commercial Companies Code, namely the provisions in 422-A, by virtue of Article 374-A(3), receive a fixed remuneration for the performance of the respective positions, determined by the Remuneration Committee established in Article 11 of the Articles of Association.

Under these terms, it is reported that the remuneration of the General Meeting Board, during the 2021 financial year, was €5,000.00 (five thousand euros).

V. AGREFMENTS WITH REMUNERATIVE IMPI ICATIONS

83. Contractual limitations established for the compensation payable for dismissal without fair grounds of a director and its relationship with the variable component of the remuneration.

There is no contractual limit established for the compensation payable for the Board of Directors, considering, firstly, that no contract us signed for the position of Director, nor is any agreement signed on any possible compensation payable for fair or unfair dismissal. The existence of a contractual limit under the terms referred to above would be incoherent, in view of the characteristics of the existing relationship between the Company and the members of its management body.

No legal mechanisms are put in place – other than those legally established – for any indemnity or compensation, beyond that which is legally due, to not be payable when the removal of a Director is not due to a serious breach of his or her unfitness for the normal exercise of his or her respective duties, but is nevertheless attributable to inadequate performance.

There has never been a situation of dismissal of a Director since the incorporation of the payment of any compensation for termination of a contract, so it is therefore considered inappropriate to establish any legal mechanisms in the sense described above.

  1. Reference to the existence and description, indicating the amounts involved, of agreements between the company and members of the management board and senior managers, in observance of Article 248-B(3) of the Securities Market Code, which establish compensation in the case of resignation, unfair dismissal or termination of the work relation following a change of control of the company (Article 245-A(1)(1).

There are no agreements with these characteristics. The Company follows the policy of not undertaking any payments related to the early termination of the exercise of duties by the Directors or other senior managers, as well as not signing any agreements relative to these matters

VI. PLANS TO ATTRIBUTE SHARES OR STOCK OPTIONS

85. Identification of the plan and respective beneficiaries.

There are no plans relative to the attribution of shares or attribution of options for the acquisition of shares.

  1. Characterisation of the plan (condition, clauses on the inability to dispose of shares, criteria relative to the price of the shares and price for the exercise of options, period during which the options can be exercised, characteristics of the shares to be attributed, existence of incentives for the acquisition of shares and/or exercise of options).

As described in 85 above, there are no plans relative to the attribution of options for the acquisition of shares, hence the present provision is not applicable.

87. Option rights attributed for the acquisition of shares (stock options) whose beneficiaries are the company's workers and employees.

As described in 85 above, there are no plans relative to the attribution of options for the acquisition of shares, hence the present provision is not applicable.

88. Control mechanisms established for any system of the workers in the share capital to the extent that voting rights are not exercised directly by them (Article 245-A(1)(e)).

There is no system of participation of the share capital, therefore there is no justification for the existence of control mechanisms to the extent that the voting rights are not exercised directly by them.

E. TRANSACTIONS WITH RELATED PARTIES

I. CONTROL MECHANISMS AND PROCEDURES

89. Mechanisms implemented by the company for the purpose of control of transactions with related parties (the concept arising from IAS 24 is used for this effect).

All transactions between entities of the Teixeira Duartes are conducted at market prices. The concept is clear and undertaken by all business managers of the different areas of the Group who deal with related parties.

This attitude is transversal to all transactions of this nature, in other words, any transfer of resources or obligations between related parties, regardless of the existence of a price debit.

In addition to these general guidelines, on 2 December 2021, the Board of Directors of Teixeira Duarte S.A. approved, in compliance with the applicable regulations and with the prior of the Supervisory Board, the Regulations on Transactions with Related Parties, which established rules and procedures that TD,SA must observe whenever Transactions occur between TD,SA or any entity of the Teixeira Duarte Group and the Related Parties, the text of which is transcribed here:

REGULATION ON TRANSACTIONS WITH RELATED PARTIES

Article 1

(Purpose)

    1. The present Regulation on Transactions with Related Parties (hereinafter "Regulation") aims to implement the provisions of Law 50/2020 of August 25, which transposed into the Portuguese legal system Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 (hereinatter the Directive on the Shareholders II) who, among several diplomas, amended the Securities Code (hereinatier "CVM"), through the establishment of rules and procedures that Teixeira Duarte SA (hereinafter "TD,SA") must observe whenever Transactions occur between TD,SA or any entity of the Teixeira Duarte Group and the Related Parties.
    1. The Regulation is complementary to the internal codes and regulations that "TD,SA" has in place for the purpose of complying with the applicable legal regime in this matter and with the other legal and regulatory rules in force.

Article 2

(Relevant Definitions)

Teixeira Duarte Group: TD.SA and its subsidiaries.

Related Parties: A "Related Party" means a party related to TD,SA within the meaning of international accounting standards adopted pursuant to Regulation (EC)1606/2002 of the European Parliament and of the Council of 19 July, including International Accounting Standard (IAS) 24.

Transactions with Related Party Transactions, for the purposes of this Regulation, are those that are so qualified by the international accounting standards adopted pursuant to Regulation (EC) 1606/2002 of the European Parilament and of the Council of 19 July, namely by the International Accounting Standard (IAS) 24 (hereinafter "Transactions").

Article 3

(Procedure)

    1. Transactions between "TD,SA" or an entity of the Teixeira Duarte Group and any Related Party must be carried out within the scope of the day-to-day business of each of the Group entities and under market conditions.
    1. The Board of Directors shall identify all transactions subject to review under this Regulation and supervisory Board's verification, providing, within 10 days after the end of each quarter, a report containing all relevant information related

to them, namely providing evidence that they were carried out within the scope of their current activity and under market conditions

    1. The Company's Supervisory Board has up to 30 days after receipt of the report referred to in the previous number to verify the compliance of the Transactions carried out in the previous quarter, with each Related Party, namely whether they are carried out (i) within the scope of its current activity and (ii) under market conditions.
    1. The Board of Directors shall provide any other additional information that the Supervisory Board may consider relevant to the verification referred to in the previous number, namely independent audit reports prepared for this purpose.
    1. The Related Parties shall not be able to participate in the verification referred to in number 3 of this Article.
    1. Any person within the scope of the Teixeira Duarte Group who becomes aware of any transactions covered by this regulation must inform the Board of Directors of such transactions.
    1. Transactions with Related Parties that are not carried out within the scope of the company's daily activity and/or under market conditions must always be subject to decision by the Board of Directors and preceded by a favourable opinion of the Company's Supervisory Board.
    1. The assessment to be carried out by the Board of Directors and the Company must take into account the principle of equal treatment of shareholders, the pursuit of the Company's interest, and also the impact, nature and justification of each Transaction.

Article 4

(Transaction Disclosure)

    1. The Company shall publicly disclose Related Party Transactions carried out either by the Company or by any other entity of the Teixeira Duarte Group whose value is equal to or greater than 2.5% of the issuing company, or of the individual asset if it does not prepare consolidated accounts, and which do not meet the rember 1 of the previous article, at the time they are carried out.
    1. The disclosure must contain, at least:
  • a) the identification of the related party;
  • b) information about the nature of the relationship with the related parties;
  • c)
  • d) the reasoning as to the fair and reasonable nature of the transaction from the company and of shareholders who are not related parties, including minority shareholders;
  • e) The meaning of the Supervisory Board's opinion, whenever it has been negative.

Article 5

(Exemptions)

This Regulation does not apply to Transactions whose applicable laws and regulations treat as exempt, namely:

(a) transactions carried out between the company and its subsidiaries, provided that they are in a controlling with the company and no party related to the company has an interest in that subsidiary;

b) Transactions related to the remuneration of directors, or to certain elements of that remuneration:

(c) transactions caried out by credit institutions on the basis of measures to ensure their stability, adopted by the competent authority responsible for prudential supervision within the meaning of European Union law;

d) Transactions proposed to all shareholders on the same terms in which equal treatment of all shareholders and the interests of the company are ensured.

Article 6

(Transaction Aggregation)

Transactions with the same Related into during any 12-month period or during the same financial year, and which have not been subject to the obligations set out in the preceding articles, are aggregated for the purposes of those articles.

Article 7

(Final Provisions)

    1. It will be up to the Supervisory Board to assess the application of this Regulation annually, as well as to issue a binding opinion on the review of this Regulation.
    1. The Regulation comes into force immediately and has been preceded by a favourable opinion issued by the Supervisory Board.

All transactions between related parties are recorded electronically on a global basis by the Group. In addition to the business managers themselves, these electronic records can be accessed by the finance, accounting and audit teams, as well as the Board of Directors and, in addition, the supervisory bodies of the Company and Group.

It should also be noted in this regard that, on 5 February 2018, the Board of Directors of TD,SA approved the new "Code of Ethics and Conduct of the Texeira Duarte Group", mandatory for all Directors, employees and other representatives under the terms defined in that document

An excerpt of this text on "Customers and Suppliers" is quoted below:

5.2.2. Selection Criteria

Employees must act – and encourage the Indirect Recipients of that the decisions made by the clients and to be taken relatively by the suppliers follow objective, technical and profession criteria, that aim at the efficiency of the decision and safeguard the interests of the entities they represent, repudiating any possible criteria that privilege interests, as well as any actions constituting power or position abuse.

5.2.3. Conflicts of Interest, Corruption and Reporting Illicit Acts

Employees must act – and ensure that the indirect recipients of this Code also act, to assess possible situations of interest, which should be avoided. They must also actively forbid any corrupt behaviour, including payments or receiving facilitations, or creating, maintaining or promising irregular or favourable situations.

Furthermore, Employees shall be obliged to report – and encourage the Indirect Recipients of this Code to also report - any information that constitutes misconduct, including those that constitute possible illeit practices in financial and accounting matters, fraud, corruption and money laundering, as well as any actions related, to terrorist entities or those that may target or support terrorist practices.

As previously mentioned, the Code of Ethics and Conduct is mandatory for all employees (this concept includes directors, employees and other representatives of Teixeira Duarte Group entities) and any failure to apply the code may lead to disciplinary procedures and sanctions. Therefore, given this scope and effective linkage - which has been considered efficient - TD,SA is complying with Recommendation I.5.1, and has defined a more specific internal procedure for the verification of related party transactions.

90. Indication of transactions which were subject to control during the year under review.

In this context and in view of the mechanisms referred to above, all the transactions with related parties were subject to control under the aforesaid terms. These transactions with related parties and additional information may be consulted in Note 29 of the Notes to the Consolidated Financial Statements as at 31 December 2021.

  1. Description of the procedures and criteria applicable to the intervention of the supervisory body for the prior assessment of transactions to be carried out between the company and owners of the qualifying holdings or entities which are in any relationship with it, under the terms of Article 20 of the Securities Market Code.

The procedures and criteria in the terms mentioned above are defined and implemented in the Requlations on Related Party Transactions described in point 89. The transactions carried out between the Company and holders of a qualified shareholding are of a current nature and for the exercise of the activity.

II. ELEMENTS RELATIVE TO BUSINESS

  1. Indication of the location of the documents presenting the accounts with available information on business with related parties, in accordance with IAS 24, or, alternatively, reproduction of this information.

The information on business with related parties, in accordance with IAS 24, is reproduced in Note 29 of the Consolicated Financial Statements as at 31 December 2021.

1.

The Corporate Governance Code to which the company is subject or has voluntarily decided to adopt should be identified, under the terms and for the effects of Article 2 of the present Regulation.

In addition to the applicable legislation and regulations, specifically the Commercial Companies Code, the Securities Market Code and the CMVM Regulations, in particular Regulation 4/2013, TD,SA decided to adopt the Portuguese Institute of Corporate Governance (IPCG) Code.

Indication of the location where the texts on corporate governance codes to which the issuer is subject (Article 245-A(1)(p).

The aforementioned Corporate Governance Code issued by the IPCG can be consulted at www.cgov.pt.

2. Analysis of compliance with the adopted corporate governance code

Under the terms of Article 245-A(1)(0), the statement of the corporate governance code to which the issuer is subject should be presented, specifying which, if any, parts of this code there is divergence and the reasons for this divergence.

The information to be presented should include, for each recommendation:

  • a) Information which enables appraising compliance with the recommendation or reference to the report where the issue is discussed in detail (chapter, title, point and page);
  • b) Justification for any non-compliance or partial compliance;
  • c) In the case of non-compliance or partial compliance, identification of any alternative mechanism adopted by the company for the effect of pursuing the same objective as the recommendation.

The following table reproduces the text of these Recommendations as broken down on the table of multiple recommendations of the "Note on the interpretation of the Corporate Governance Code IPCG 2018 (revised 2020) - Note 3", with the numbering referred therein, following by an indication of whether or not they are adopted and reference to the Report that covers the topic in question in which, respecting the principle "comply or explain" principle, justification is given of its possible non-adoption or partial adoption.

Out of the 74 Recommendations, the Company did not adopt thirteen and partially adopted three.

Recommendation

Adoption Reference l. GENERAL PART 1.1. The company's relationship with investors and information 1.1.1. Yes The company must put in place mechanisms to ensure. in an appropriate and rigorous 18. 22. 45. manner, the timely disclosure of information to its governing bodies, shareholders, and 55 to 65 investors and other stakeholders, financial analysts and the market in general. 1.2. Diversity in the make-up and functioning of the governing bodies 1.2.1. Companies must put in place criteria and requirements relating to the suitable profiles Yes 16, 18 and of new members of governing bodies for the role to be performed and, in addition to 31 individual attributes (such as competence, independence, integrity, availability and experience), these profiles must consider diversity requirements, paying particular attention to gender, which may contribute to improving the performance of the body and to balancing its respective composition. 1.2.2.(1) The management body must have internal regulations - specifically on the exercise of No 18 and 22 its powers, chairmanship, frequency of meetings, operation and the duties of its members - fully disclosed on the company's website. No 34 1.2.2.(2) Idem for the supervisory body. 27 1.2.2.(3) Idem in relation to internal committees Not applicable Minutes of the meetings of the management body must be drawn up. Yes 22 1.2.2.(4) Yes 22 1.2.2.(5) Idem for the supervisory body. 27 1.2.2.(6) Idem in relation to internal committees. Not applicable 1.2.3.(1) The composition of the management and supervisory bodies and their internal Yes 23 and 35 committees must be disclosed on the company's website. The number of annual meetings of the management and supervisory bodies and their Yes 23 and 35 1.2.3.(2) internal committees must be disclosed on the company's website. 49 1.2.4. A policy for reporting irregularities (whistleblowing) must be adopted that ensures Yes appropriate means for reporting and dealing with such irregularities, safeguarding the confidentiality of the information transmitted and the identity of the whistleblower, whenever this is requested. 1.3. The company's relationship with investors and information 1.3.1. The Articles of Association or other equivalent means adopted by the company must Yes 18 and 22 put mechanisms in place to ensure that, within the limits of applicable legislation, members of the management and supervisory bodies are permanently allowed access to all information and company employees for the assessment of the performance, situation and development prospects of the company, specifically including minutes, documentation supporting decisions taken, notifications of meetings and archives of meetings of the executive management body, without prejudice to access to any other documents or persons from whom clarification may be requested.

Recommendation Adoption Reference
1.3.2. Each of the company's bodies and committees must, in a timely and appropriate
manner, ensure the flow of information, from the time of the respective meeting
notifications and minutes, which is necessary to allow each of the other bodies and
committees to exercise their legal and statutory powers.
Yes 12. 18, 22
and 45
1.4. Conflict of interests
1.4.1. By internal regulations or equivalent means, the members of the management and
supervisory bodies and of the internal committees are under the obligation to inform
the respective body or committee whenever there are facts that may constitute or give
rise to a conflict between their interests and corporate interests.
Yes 22 and 89
1.4.2. Procedures must be adopted to ensure that the member affected by the conflict does
not interfere in the decision-making process, without prejudice to the duty to provide
information and clarification as requested by the committee or its members.
Yes 89
1.5. Transactions with related parties
1.5.1. The management body must disclose the internal verification procedure for
transactions with related parties, in the governance report or by other publicly available
means.
Yes 10. 22 and
89
1.5.2. The management body must report the results of the internal verification procedure for
transactions with related parties, including transactions under analysis, to the
supervisory body at least every six months.
Yes 10, 22 and
89
11. SHAREHOLDERS AND GENERAL MEETING
II.1.(1) The company should not set an excessively high number of shares required to grant
the right to one vote,
Yes 1 and 12
II.1.(2) must explain its choice in the governance report whenever it implies deviating from the
principle that each share corresponds to one vote.
Not applicable
11.2. The company should not adopt mechanisms which hinder the taking of decisions by
their shareholders, in particular establishing a deliberative quorum greater than that
stipulated by law.
Yes 14
11:3 The company must implement adequate means for shareholders to remotely
participate in the General Meeting at a distance, in terms proportional to their
dimension
Yes 12
11.4. The company must also implement appropriate means for exercising remote voting
rights, including by correspondence and electronically.
Partial 12
11.5. Any Articles of Association of the company which set a limit on the number of votes
which may be held or exercised by a single shareholder, individually or jointly with other
shareholders, must also establish the commitment that at least every five years the
maintenance or not of this statutory provision will be subject to deliberation at the
General Meeting - with no requirement of a quorum larger than that legally established
- and that in this deliberation all the votes cast will be counted, without the application
of the above limit.
5 and 13
Recommendation Adoption Reference
II.6. Measures must not be adopted that determine payments or the assumption of burdens
by the company in the event of a change in control or of a change in the composition
of the management body, if they are likely to undermine economic interest in the
transter of shares and the tree appraisal by shareholders of the performance of
directors.
Yes 2, 4 and 6
NON-EXECUTIVE MANAGEMENT AND SUPERVISION
III.1. Without prejudice to the legal duties of the Chairman of the Board of Directors, if he/she
is not independent, the independent directors must appoint a coordinator from among
their ranks to, specifically, (i) act, whenever necessary, as a point of contact between
the Chairman of the Board of Directors and the other directors, (ii) ensure that they
have all of the necessary conditions and means to perform their duties; and (iii)
coordinate them for the performance assessment by the management body provided
for in recommendation V.1.1.
Not applicable 18
III.2.(1) The number of non-executive members of the management body must be appropriate
for the size of the company and the complexity of the risks inherent to its activity, but
sufficient to efficiently assure the functions that have been entrusted to them. The
governance report must state how this judgement of adequacy is arrived at.
Yes 18
III.2.(2) Idem for the number of members of the supervisory body. Yes 31
III.2.(3) Idem for the number of financial matters committee members. Not applicable 27
III.3. In any case, the number of non-executive directors must be greater than the number
of executive directors.
No 18
III.4. No less than one third of the non-executive directors of each company must meet the
independence requirements, and these directors must always be plural. For the
purposes of this recommendation, a person is deemed to be independent if he or she
is not associated with any specific interest group in the company, and is not in any
circumstance likely to affect his or her impartiality when conducting analyses or making
decisions, specifically by virtue of:
Having held positions in any governing body for more than twelve years,
continuously or with breaks;
Having been an employee of the company or companies which are in a controlling
or group relationship with the former during the last three years;
Having, in the last three years, provided services or established significant business
relations with the company or companies which are in a controlling or group
relationship with the former, whether directly or as a partner, administrator,
manager or director of a legal person;
Being a beneficiary of remuneration paid by the company or companies which are
in a controlling or group relationship with the former in addition to the
remuneration arising from the performance of directorship duties;
Living in a non-martial partnership or being the spouse or straight line relative or
similar, up to and including the 3rd degree, in the collateral line, of directors of the
company, of directors of a legal person that holds a qualified stake in the company
or of individuals that directly or indirectly hold a qualified holding;
Holding a qualitying stake or representing a shareholder holding a qualifying stake.
No 18
Recommendation Adoption Reference
III.5. The provisions of Recommendation 111.4(i) do not preclude the qualification of a new
director as independent if, at least three years have elapsed between the end of his or
her duties at any governing body and his or her new appointment (cooling-off period).
Not applicable 18
III.6.(1) With respect for the powers conferred on it by law, the supervisory body assesses
and issues opinions on the strategic guidelines prior to their final approval by the
management body.
Yes 50 and 51
III.6.(2) ldem for the risk policy. Yes 50, 51 and
54
.7.(1) Companies must have a specialised corporate governance committee No 22, 24 and
27
111.7 .(2) Idem in relation to appointments. No 22, 24 and
27
111.7 .(3) Idem in relation to performance assessment No 22, 24 and
27
IV. EXECUTIVE MANAGEMENT
IV.1. The management body must approve, through internal regulations or equivalent
means, the regime for actions taken by executive directors, applicable to their
exercising of executive functions in entities outside the Group.
No 22
IV.2.(1) l he management body shall ensure that the company acts in a manner consistent with
its objectives and shall not delegate powers, particularly with regard to: i) definition of
the company's strategy and main policies;
Not applicable 9 and 21
IV.2.(2) ii) organisation and coordination of the corporate structure; Not applicable 21
IV.2.(3) iii) matters that should be considered strategic due to their monetary value, risk or
special characteristics.
Not applicable 21
IV.3. In the annual report, the management body explains how the defined strategy and main
policies seek to ensure the long-term success of the company and, and what main
contributions result from the report for the community at large
Yes 53 and 54
V. PERFORMANCE ASSESSMENT, REMUNERATION AND APPOINTMENTS
V.1. Annual Performance Assessment
V.1.1.(1) The management body must assess its performance on an annual basis, taking into
account compliance with the company's strategic plan and budget, risk management,
its internal operation and the contribution of each member for this purpose, as well as
the relationship between the company's bodies and committees.
No 24 and 25
V.1.1.(2) Idem for the performance of management body committees. Not applicable 22 and 24
V.1.1.(3) Idem for the performance of executive directors. No 22, 24 and
25
V.2 Remunerations
Recommendation Adoption Reference
V.2.1. The company must set up a remuneration committee, the composition of which should
ensure that it is independent from the administration. This may be the remuneration
committee designated under the terms of Article 399 of the Commercial Companies
Code.
Yes 66 and 67
V.2.2. The remuneration is to be set by the remuneration committee or by the general
meeting, following a proposal by that committee
Yes 66 and 67
V.2.3.
a proposal from the committee, must also approve the maximum amount of all
compensation to be paid to a member of any governing body or committee as a result
of the termination of his or her duties, and must disclose the aforementioned situation
and amounts in the governance report or remunerations report.
No 76 and 80
V.2.4. In order to provide information or clarification to shareholders, the chairman or, in his
or her absence, another member of the remuneration committee must be present at
the annual general meeting and at any other meeting, if the respective agenda includes
a matter related to the remuneration of members of the company's bodies and
committees, or it his or her presence has been requested by the shareholders.
Yes 67
V.2.5. Within the company's budget limitations, the remuneration committee shall be free to
decide on the hiring, by the company, of any consultancy services that may be
necessary or appropriate for performing its duties
Yes 67
V.2.6. The remuneration committee must ensure that these services are provided
independently and that the respective providers are not contracted to provide any other
services to the company itself or to others that are in a control or group relationship
with it, without the express authorisation of the committee.
Not applicable 67
V.2.7. With a view bringing the interests of the with those of the executive
directors, part of their remuneration shall have a variable nature, reflecting the
sustained performance of the company and not encouraging the taking of excessive
risks.
Yes 69, 70 and
71
V.2.8. A significant part of the variable component must be partially deferred over time, for a
period of not less than three years, and it must necessarily be associated with the
confirmation of sustained performance, under the terms laid down in the company's
internal regulations.
Yes 70, 71 and
72
V.2.9. If the variable remuneration includes share options or other instruments directly or
indirectly dependent on the value of the shares, the beginning of the financial year
period must be deferred for a period of not less than three years.
Not applicable 73 and 74
V.2.10. The remuneration of non-executive directors must not include any component whose
value depends on the performance of the company or its value.
Not applicable 18 and 66
V.3. Appointments
V.3.1. The company must, under the terms it deems appropriate, ensure that proposals for
the election of members of governing bodies are accompanied by justifications in terms
of suitability for the profile, knowledge and CV, for the role to be performed by each
candidate, in a way that can be demonstrated.
Yes 16 and 17
Recommendation Adoption Reference
V.3.2. Unless this is not justified by the size of the company, the role of monitoring and
supporting appointments of management staff must be assigned to an appointments
committee.
Yes 21
V.3.3. This committee includes a majority of independent non-executive members. Not applicable 27
V.3.4.
the extent of its powers, foster transparent selection processes that include effective
mechanisms for identifying potential candidates, ensuring that those with the greatest
merit and who are best suited to the requirements of the role are selected, and that
suitable diversity, including gender diversity is promoted.
Not applicable 27
VI. INTERNAL CONTROL
VI.1.(1) The management body must discuss and approve the strategic plan. Yes 53 and 54
VI.1.(2) The management body must discuss and approve the company's risk policy, which
includes setting limits on risk-taking.
Yes 53 and 54
VI.2. The supervisory body must organise itself internally, by implementing mechanisms and
periodic control procedures with a view to ensuring that the risks to which the company
is effectively exposed are consistent with the objectives set by the management body.
No 54
V.3. The internal control system, consisting of the risk management, compliance and
internal audit functions, shall be structured in terms that are appropriate to the size of
the company and the complexity of the risks inherent to its activity. The supervisory
body shall assess it and, within the scope of its duties to supervise the effectiveness
of this system, propose any adjustments that may be necessary.
Partial 51 and 54
VI.4. The supervisory body must issue an opinion on the work plans and resources assigned
to the internal control system services, including the risk management, compliance and
internal audit tunctions, and may propose any adjustments that may be necessary.
Yes 51
VI.5.
services, including the risk management, compliance and internal audit functions, at
least when matters in question are related to accountability, identification or resolution
of conflicts of interest and detection of potential irregularities.
Yes 51
VI.6.(1) Based on its risk policy, the company must establish a risk management function,
identifying (i) the main risks to which it is subject during the course of its activity,
Yes 53 and 54
VI.6.(2) (ii) the probability of their occurrence and their impact, Yes 53 and 54
VI.6.(3) (iii) the instruments and measures to be adopted for their mitigation and Yes 53 and 54
VI.6.(4) (iv) monitoring procedures, aimed at follow-up. Partial 53 and 54
Recommendation Adoption Reference
VI.7. The company must put in place procedures for the supervision, periodic assessment
and adjustment of the internal control system, including an annual assessment of the
level of internal compliance and performance of this system, as well as the prospects
for changing the previously defined risk framework.
Yes 53 and 54
VII. FINANCIAL INFORMATION
VII.1. Financial Information
VII.1.1. The internal regulations of the supervisory body shall require it to supervise the
suitability of the management body's process to prepare and disclose financial
information, including the suitability of accounting policies, estimates, judgements,
relevant disclosures and their consistent application from one financial year to the next,
in a duly documented and communicated manner.
Yes 55
VII.2. Statutory audit and supervision
VII.2.1. The supervisory body must use internal regulations to define the supervisory
procedures aimed at ensuring the independence of the statutory auditor, under the
terms of the applicable legal regime.
No 45 and 55
VI.2.2.(1) The supervisory body should be the main point of contact of the Statutory Auditor
within the company and the primary recipient of the respective reports,
Yes 45.
VI.2.2.(2)
that suitable conditions for rendering the services are provided within the company.
Yes 45 and 47
VII.2.3.
auditor, its independence and suitability for performing the duties. The supervisory
body must propose to the competent body its dismissal or termination of the contract
for the provision of its services, whenever there is just cause to do so.
Yes 45

Other information 3.

The company should provide any elements or additional information which, not having been presented in the preceding points, are relevant for the comprehension of the model and governance practices that have been adopted.

At a meeting of its Board of Directors on 13 September 2021, "Teixeira Duarte, SA" approved - based on current guidelines (Article 1(a) and Article 4 of Regulatory Order 18/2020 - an Equality Plan, in accordance with the provisions of Article 7(a) of Law 62/2017, which, as stipulated in Article 3(3) of Regulatory Order 18/2019, was communicated in the Information Disclosure System (SDI) of the Portuguese Securities Market Commission, the description of which is disclosed herein:

FRAMEWORK

Teixeira Duarte, SA (TD,SA) has always been concerned with ensuring the dignified treatment of its employees, with respect for their human and labour rights, including effective equality among all.

Law 62/2017 of 1 August determined that the management and supervisory bodies of companies issuing on a regulated market shall progressively in terms of gender, which Teixeira Duare, SA complies with.

The same law established that companies lish now have to approve annual equality plans aimed at achieving effective equal treatment and opportunities for women the elimination of gender discrimination and encouraging a balance between personal, family and professional life, and must publish the plans on their respective website by 15 September each year, under the terms of Normative Order 18/2019 of 21 June.

In this context, on 11 September 2020, Teixeira Duarte, SA approved its Equality Plan for 2021 at a meeting of its Board of Directors, which, associated with internal and external factors relevant to its purpose and strategic orientation, served as the basis for the preparation of the Plan for Equality for 2022 that is now being presented.

INTRODUCTION

Teixeira Duarte, SA has incorporated, in its management strat contribute to ensuring that gender equality in its different domains (i.e., respect for the dignity of men and women in the workplace; reconciliation between professional, family and personal life and quality in employment) is a reality within the Group companies.

Based on the Mission "To do, contributing to the construction of a better world", an objective shared by all Group employees and workers, regardless of their area of activity, geography, or work team, Teixeira Duarte adopted several instruments guiding the performance of the companies involved in the promotion of discriminatory practices, including the following:

Teixeira Duarte, SA operates in line with the UN Human Rights Declarations, the Organisation for Eonomic Cooperation and Development (OECD), the Internation (ILO), national and international legislation and the 10 Principles of the United Nations Global Compact in the fields of Human Rights, the Environment, Competition and the fight against Corruption and Bribery, Money Laundering and Financing of Terrorism.

The Teixeira Duate Group has in force a Code of Ethics and Conduct that is mandatory for all its employees, which in its chapter on "Commitments to Labour Rules" expressly enshines the obligation of equal treatment and non-discrimination, prohibition of harasment. as well as the promotion of reconciliation with family and protection in parenting. The Code of Ethics and Conduct provides for the existence of an Ethics Channel where all employees (as well as third parties) must regularities (namely harassment at work) identified, without the complainants being able to suffer reprisals for complaints in good faith.

Aware of the importance of employees' opinions with the implementation of measures that effectively meet the interests of the worker, Teixeira Duate implemented an ideas channel, accessible through the Corporate Portal at www.canaldeideias.teixeiraduarte.pt, where suggestions and measures can be considered important for the reconciliation of professional, family and personal life.

Based on its culture and equality objectives, Teixeira Duarte, SA presents its Equality Plan for 2022 which, in line with the guidelines contained in the "Guide for the Implementation of Equality Plans for Companies" and the recommendations of CITE regarding the Annual Plan for the Equality of Teixeira Duarte, SA for 2020, established by Normative Order 18/2019, aims to disclose new measures to be implemented, as well as to update and disseminate procedures and practices already implemented and in force in the Teixeira Duarte Group within the scope of Gender Equality defined by legislation Portuguese.

The Plan for Equality, defined for 2022, represents the commitment of Teixeira Duarte, SA to the measures contained therein and will be monitored by a Working Group (internal Task Force) through the evaluation of the goals defined for each of the measures in order to incorporate new measures and/or or readjust the existing ones.

This Working Group is composed of four men and two women - from different areas of activity within the Teixeira Duare Group (Sustainability/Human Resourcessions and Services/Management System) and who work with the supervision of the Board of Directors.

SCOPE OF APPILICATION

Teixeira Duarte, SA, as the top listed company of the Teixeira Duarte Group, has no employees of the governing bodies and has in force a Diversity Policy of Management and Supervisory Bodies approved at the General Meeting.

In this circumstance, and considering that the Texeira Duarte Group companies operate in six different sectors (Construction, Concessions and Services, Real Estate, Hospitality, Distribution and in 22 countries with very different cultures and legal frameworks, it is understood that the appropriate way to achieve effective equal treatment and opportunities between women and men, promoting the elimination of discrimination based on sex and fostering reconciliation between personal family and professional life within the Teixeira Duarte Group, will be obtained through the elaboration of a Plan for Equality that presents a set of objectives and measures that should be implemented and developed directly by its subsidiaries.

Thus, the approval of the Plan for Equality 2022 by Teixeira Duarte, SA, as the top listed company of the Teixeira Duarte Group, that is, to be applied to itself and extended to all entities integrated in its consolidation and management perimeter - in a manner appropriate to its realities of operation, both geographic and sectoral - the meanings and scope of the following expressions used throughout this document are clarified:

Teixeira Duarte: The identity of a business Group that presents itself through its brand image: a Portuguese Group originally founded as an engineering company. Its engineering roots came from its founder who, with an entrepreneurial spirit and with support from its human resources and technical equipment, has for a century extended its action and markets, with a marked identity experienced and upheld by all involved, with pride and affection.

Teixeira Duarte Group: Set of entities integrated in the consolidation perimeter and scope of management of Teixeira Duarte, SA.

The 2022 equality plan can be consulted at the address: https://www.teixeiraduarte.pt/wpcontent/uploads/2021/09/TDSAPlanolgualdade2022.pdf

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Individual Financial Statements 2021

REPORTS AND ACCOUNTS 2021

Items Notes 31/12/2021 31/12/2020
Assets
Non-current assets:
Tangible fixed assets 7
Goodwill 8 and 9 13,002 16,253
Intangible assets 6
Financial holdings - equity method 9 957,981 980,588
Deferred tax assets 14 18,864 5,375
989,847 1,002,216
Current assets:
Clients 15.1 and 22 6,755 11,942
Government and other public entities 15.1 5,608 4,606
Other credit receivable 15.1 15,146 28,693
Deferrals 15.1 1,525 790
Cash and bank deposits 4 121 53
29,155 46,084
TOTAL ASSETS 1,019,002 1,048,300
Equity and Liability
Equity:
Subscribed capital 23 210,000 210,000
Legal reserves 23 42,000 42,000
Other reserves 23 242,551 242,551
Retained Earnings:
Retained earnings (11,788) 6,116
Non-attributed profit - equity method (362,470) (355,592)
Adjustments/other changes in equity
Non-attributed profit - equity method 362,470 355,592
Other adjustments to financial assets (150,990) (231,996)
331,773 268,701
Net income for the period 23 (125,858) (17,904)
EQUITY TOTAL 205,915 250,797
Liability
Non-current liabilities:
Obtained financing 15.2 and 22 220,757 229,559
Other debts payable 15.2 and 22 131,746 174,286
352,503 403,845
Current liability:
Suppliers 15.2 and 22 86,918 69,695
Government and other public entities 15.2 and 22 7,194 6,644
Obtained financing 15.2 and 22 66,987 47,236
Other debts payable 15.2 and 22 299,485 270,083
460,584 393,658
TOTAL OF LIABILITY 813,087 797,503
TOTAL EQUITY AND LIABILITIES 1.019.002 1.048.300

(Values in thousand euros)

The notes are an integral part of the Balance Sheet as at 31 December 2021.

II. INCOME STATEMENT BY NATURE

Income and expenses Notes 2021 2020
Sales and services rendered 11 3,447 4,303
Gains/losses imputed to subsidiaries, associates and joint ventures 9 and 10 (102,183) 9,032
External supplies and services 19 (3,052) (3,333)
Staff expenses 18 (1,271) (1,354)
Other income 20 200 1,188
Other expenses 21 (731) (1,381)
Result before depreciation, financing expenses and taxes (103,590) 8,455
6, 7, 8
Depreciation and amortisation expenses/reversals (3,251) (3,330)
Operational result (before financing expenses and taxes) (106,841) 5,125
Interest and similar income obtained 11 and 17 59 28
Interest and similar costs paid 17 (20,580) (25,268)
Result before taxes (127,362) (20,115)
Income tax for the period 14 1,504 2,211
Net income for the period (125,858) (17,904)

(Values in thousand euros) The notes are an integral part of the Income Statement by Nature as at 31 December 2021.

The Certified Accountant

The Board of Directors

Equity attributed to the shareholders
Description Notes Subscribed
capital
Legal
reserves
Other
reserves
Retained
earnings
Adjustments to
financial assets of
subsidiaries and
associates
Net income
for the period
Total
Balance as at 1 January 2020
1
210.000 42,000 234,672 (314,458) 201,452 7.879 381,545
Application of equity method 9 (35,018) (77,826) (112,844)
Appropriation of net income 7,879 (7,879)
2 7,879 (35,018) (77,826) (7,879) (112,844)
3
Net income for the period
(17,904) (17,904)
4=2+3
Integral income of the period
(130,748)
Balance as at 31 December 2020
6=1+2+3
210,000 42,000 242,551 (349,476) 123,626 (17,904) 250,797
7
Balance as at 1 January 2021
210.000 42,000 242,551 (349,476) 123,626 (17,904) 250,797
Application of equity method 9 (6,878) 87,854 80,976
Appropriation of net income 23 - (17,904) 17,904
8 (24,782) 87,854 17,904 80,976
9
Net income for the period
(125,858) (125,858)
Integral income of the period
10=8+9
(44,882)
Balance as at 31 December 2021
12=7+8+9
210,000 42,000 242,551 (374,258) 211,480 (125,858) 205,915

(Values in thousand euros)

The notes are an integral part of the Statement of changes in equity as at 31 December 2021.

Description Notes 2021 2020
Operational activities:
Revenue from clients 7,964 6,405
Payment to suppliers (5,886) (4,704)
Payment to staff (1,014) (1,008)
Cash generated by operations 1,064 693
Income tax payment/revenue 2,626 3,902
Other revenue/payments related to the operational activity (259) (1,003)
Cash flows of operational activities (1) 3,431 3,592
Investment activities:
Payments related to:
Other Assets - Related parties (15,140) (12,680)
Revenue related to:
Tanqible fixed assets 721
Financial investments 4 499
Interest and similar income 61 28
Other Assets - Related parties 17,685 9,115
Cash flows of investment activities (2) 3,105 (2,816)
Financing activities:
Revenue related to:
Obtained financing 15.2 120,074 115,050
Obtained financing - Related parties 15.2 48,510 23,920
Payments related to:
Obtained financing 15.2 (118,384) (120,196)
Obtained financing - Related parties 15.2 (38,969) (17,850)
Interest and similar costs (17,699) (1,814)
Cash flows of financing activities (3) (6,468) (890)
Variation of cash and cash equivalents (1+2+3) 68 (114)
Cash and cash equivalents at the beginning of the period 4 53 167
Cash and cash equivalents at the end of the period 4 121 53

(Values in thousand euros)

The notes are an integral part of the Cash flow statement as at 31 December 2021.

NOTES

1. INTRODUCTION

A Teixeira Duarte, S.A. (hereinafter referred to as Teixeira Duarte or the Company), with legal person number 509234526, has its head office in Porto Salvo, was incorporated on 30 November 2009. Its main activity is investment and the coordination and supervision of other companies that are part of or related to its business group. It essentially operates in the areas of strategic and organisational planning.

The financial statements in annex refer to the Company in individual terms with the financial investments in subsidiaries recorded by the equity method, as explained in Note 3.2.a).

All the values of these Notes are expressed in thousand euros.

2. ACCOUNTING STANDARDS

These financial statements were prepared pursuant to the Accounting Standards and Financial Reporting (NCRF) established by the Accounting Standardisation System (SNC), approved by Decree-Law 158/2009 of 13 July, with the rectrications of the Declaration of Rectification 67B/2009 of 11 September, and with the amendments introduced by Law 20/2010 of 23 August, and by Decree-Law 98/2015 of 2 June, which introduced into the Accounting Standardisation System (SNC), changes considered essential to guarantee its compliance with Directive 2013/34/EU of the European Parliament and of the Council of 26 June, with subsequent amendments being made to the Ordinances and Notices related to the accounting instruments comprising the SNC.

None of the provisions of the Accounting Standardisation System (SNC) were derogated considering the need for these to show a true and appropriate image of the asset, liability and the income of the entity, by which there are no effects on the financial statements resulting from this situation.

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3.MAIN ACCOUNTING POLICIES

3.1 BASIS OF MEASUREMENT

The financial statements have been prepared according to the convention of recorded expenses, on an assumption of the continuity of operations, from the accounting records of the Company, maintained in accordance with the SNC's Acounting and Financial Reporting Standards.

3.2. RELEVANT ACCOUNTING POLICIES

Assumed continuation

The attached financial statements were prepared with the assumption of the continuity of operations, from the accounting record books of the Company maintained according to the SNC's Accounting and Financial Report Standards.

Financial investments

The financial investments in subsidiaries are recorded by the participation initially being calculated by the cost of acquisition, which was added or deducted by the difference between that cost of acquisition and the from the participation in the capital belonging to those of acquisition or the first application of the mentioned method.

The differences between the acquisition cost of the investor's share of the investor's share of the net fair value of the identifiable assets and contingent liabilities of the subsitive, are recorded as Goodwill or kept under the item of investments in subsidiaries. In cases when the cost of acquisition is less than the fair value of the identified net assets, the calculated difference (negative Goodwill) is registered as gain from the acquisition occurs, under "Other income".

Amortisations are calculated, by the straight-line method according to the company for the Goodwill in cause. Amortisation is calculated in accordance with the following estimated useful life:

Service life in vears Goodwill 10

In accordance with the equity method, financial investments are periodically adjusted by the amount corresponding to the participation in the net income of subsidiaries against "Gains / losses attributed to subsidiaries" and other changes in "Other adjustments to financial assets", as well as recognition of impairment losses. Furthermore, the dividends received from these companies are recorded as a reduction in the value of financial investments.

When the losses in subsidiaries exceed the investment in those entities, provision is recognised up to the limit of the holdings in them.

b) Tangible fixed assets

Tanaible assets used in production services or for administrative use are recorded at acquisition or production cost, including the expenses incurred with their acquisition, minus accumulated depreciation and impairment losses, when applicable.

The tangible fixed assets are depreciated by the straight-line method according to its estimated useful life, from the same is found available to be used for the intended use and stops when the assets are disposed or become classes held for sale. Depreciation is calculated in accordance with the following estimated useful lives:

Service life in years
Buildings and other constructions 10
Transportation equipment: 4 - 5
Administrative equipment 3 - 10

Improvements and upgrades are only recognised as assets when they correspond to the replacement of goods, which are written-off, or lead to an increase in future economic benefits.

Individual Financial Statements 2021

Tangible fixed assets in progress correspond to tangible assets under construction and are recorded at acquisition cost minus any impairment losses. These tangible fixed assets are depreciated as from when the underlying assets are concluded or in use.

The gains or losses arising from the sale or write-off of tangible fixed as the difference between the sale price and the net book value on the date of alienation/write-off, being recorded at the income statement under the items "Other income" or "Other expenses".

Intangible assets C)

Intangible assets comprise essentially contractual rights over computer programs, and are recorded at accumulated depreciation and impairment losses. Intangible assets are recognised only if it is probable that they will produce future economic benefits for the company, are controllable by the company and their value can be measured reliably.

Internal costs related to the maintenance and development of software are recorded as costs in the income statement when incurred, except when such costs refer directly to projects which will probably generate future economic benefits for the company. In such cases, these costs are capitalised as intangible assets.

Amortisations are calculated, from the bacome available to be used for their intended use, by the straight-ine method according to the utility period expected by the assets in cause. Amortisation is carried out in accordance with the following estimated useful lives:

Service life in vears Software 3 - 6

Accrual basis d)

Income and expenditure are recorded on an accrual basis of accounting, through which they are recognised as they are generated.

Income and expenditure whose actual value is unknown are estimated based on the date of preparation of the financial statements.

Differences between the amounts received and the corresponding income and costs are recorded under "Other credit receivable" and "Deferrals" in the assets and under "Other debts payable" and "Deferrals" in the liabilities.

Borrowing costs e)

Borrowing costs are recognised in the income statement for the year to the extent that the financial costs of the loans received directly related to the acquisition and production of assets that take a substantial period of time to become ready for their intended use, are capitalised as part of the assets. The capitalisation of these costs begins after the beginning of the preparation of construction or development of the asset and is interrupted after the beginning of use or end of production or construction of the asset or when the project concerned. Any financial gain arising from bans obtained in advance and which may be allocated to a specific investment is deducted from financial costs eligible for capitalisation.

Revenue f)

Revenue associated with the provision of services is recognised with reference to the transaction on the balance sheet date, when the outcome of a transaction can be estimated reliably. The outcome of a transaction can be reliably estimated when all of the following conditions are met:

  • · The amount of revenue can be measured reliably;
  • · It is probable that the economic benefits associated with the transaction will go to the Company;
  • · The stage of completion of the transaction at the balance sheet date can be reliably measured; and,
  • · The costs incurred with the transaction and the costs to complete the transaction can be measured reliably.

Individual Financial Statements 2021

Interest revenue is recognised using the effective interest method, when it is probable that future economic benefits will flow to the Company and the related amount can be reliably valued and measured.

q) Balances and transactions in foreign currency

Transactions in foreign currency different from the Company's functional currency) are recorded initially at the exchange rate of the dates of the transactions. On each reporting date, the monetary items shown in foreign currency are updated to the exchange rate of that date.

Currency conversion differences calculated on the date of receipt or payment of foreign currency and those arising from the updates referred to above are recorded under financing income or expenses for the period when they are generated.

h) Financial instruments

Financial assets and financial liabilities are recognised when the company becomes a party in the contractual relationship.

Cash and bank deposits

The amounts included in the item "Cash and bank deposits" correspond to cash, bank deposits and other cash investments, with a maturity of less than three months and which can be immediately mobilised with no significant risk of change in value.

Accounts receivable (Clients and Other credit receivable)

Accounts receivable are measured, when recognised initially, at fair value and subsequently at their amortised cost in accordance, which does not usually differ from their nominal value. When they are impaired, the corresponding adjustmentis recorded through profit or loss. The recognised adjustment is measured by the difference between the value are recognised and the present value of the cash flows discounted at the effective interest rate determined at their initial recognition.

Investments

Investments are recognised on the inherent risks and rewards are transferred substantially. They are initially recorded at their acquisition value, which is the fair value of the price paid, including transaction costs.

Financial liabilities and equity instruments

Financial liablities and equity instruments are classified in accordance of the contract independently of their legal form. Equity instruments are contracts that have a residual interest in the company's assets after deduction of the liabilities.

The equity instruments issued by the company are received value of costs supported by its issuance.

Accounts payable (Suppliers and Other debts payable)

The accounts payable are initially recognised by the respective fair value and, subsequently, by the respective amortised cost, which usually does not defer from its nominal value.

Financing obtained and granted

Loans obtained are initially recorded and recognised as liabilities at the amount received, net of costs of issuing such loans and later measured by the amortised cost method. Financial costs, calculated in accordance with the effective interest rate and including premiums payable, are stated in accrual basis of accounting, being added to the book value of the loan if they are not settled during the financial year.

Loans granted are initially recorded and recognised as assets at the nominal value paid, net of fees for issuing these loans, and are subsequently measured using the amortised costs, calculated in accordance with the effective interest rate and including premiums payable, are stated in accordance with the accrual basis of accounting.

Pension liabilities i)

The Company offers retirement insurance to its employees, constituted under a social policy of incentives to workers. It is characterised by its optional nature, it is the exclusive decision of the Management that the contributions are made which are always adequate, taking into consideration performance and economic and financial situation. Thus, these contributions are recorded as a cost on the date when they are due.

Notwithstanding its optional origin, the availability of the contributions made by the Company are those exclusively foreseen in the applicable tax legislation.

Income tax D

The Company is subject to the Special Taxation Regime for Corporate Groups (RETGS) provided for in Article 69 of the Corporate Income Tax Code, having been the controlling company since 1 January 2012.

The "Income tax for the period" recorded in the income statement shows the sum of current tax and deferred tax.

Current tax on income is calculated based on the taxable profits of the company in accordance with the taxable profits can defer from the accounting results, as they can exclude diverse expenses and profits that are only deductible or taxable in years to come, as well as expenses and profits that will never be deductible or taxable.

Deferred tax is the result of the temporary differences between the amount of assets and liabilities for accounting purpose (book value) and the respective amounts for the purposes of taxation (tax basis), according to the dispositions in NCRF 25 - Income taxes.

Deferred tax assets and liabilities are calculated and assessed annually using the taxation rates which are in force or announced to be in force on the expected date of the reversal of the temporary differences.

Deferred taxes assets are recognised only when there are reasonable expectations of sufficient future taxable profits for their use, or in situations where there are temporary differences for taxation purposes the deductible temporary differences in the period of their reversal. Deferred tax assets and liabilities are calculated and assessed periodically using the tax rates expected to be in force when the timing differences reverse.

At the end of each period the deferred income tax is reviewed, the amount of the same being adjusted in function with the expectations of future use.

Deferred taxes are recorded as a cost or income for the year, unless recorded directly under equity, in which case the deferred tax is also recorded under the same item.

k) Contingent assets and liabilities

Contingent assets are possible assets derived from past events and whose existence will only be confirmed by the ocurrence, or not, of one or more uncertain future events, not totally under the control of the entity.

Contingent assets are not recognised in the consolidated financial statements of the entity, but are disclosed when the existence of a future economic benefit is probable.

Contingent liabilities are defined as: (i) possible liabilities arising from past events and whose existence will only be confirmed by the occurrence, or not, of one or more uncertain future events not totally under the control of the entity, or (ii) present liabilities which arise from past events but are not recognised because it is unlikely that an outflow of resources affecting economic benefits will be required to settle the liability or the amount of the liability cannot be measured reliably.

Contingent liablities are not recognised in the consolidated financial statements, but are possibility of an outflow of funds affecting future economic benefits is remote, in which case they are not even disclosed.

3.3 VALUE JUDGEMENTS OF THE BOARD OF DIRECTORS

When preparing the financial statements, the Company adopted certain assumptions and estimates which affect the related assets, liabilities, income and costs. All the estimates and assumptions made by the Board on the best existing knowledge, at the date of the approval of the financial statements, of the events and transactions in progress.

The most significant accounting estimates reflected in the financial statements include: i) impairment analyses, namely of accounts receivable, financial investments and goodwill; ii) accruals and deferrals; and iii) deferred tax assets.

The estimates were determined based on the best information available on the financial statements and on the best knowledge and experience of past and/or currents. However, situations might occur in subsequent periods which, not having been predictable on that date, were not considered in these estimates, which occur subsequently to the date of the financial statements, will be corrected prospectively in the income statement.

4. CASH FLOW

Cash and bank deposits

As at 31 December 2021 and 2020, the cash and bank deposits were detailed as follows:

31/12/2021 31/12/2020
Cash 2 2
Bank deposits 119 51
121 53

Flows of investment activities

The revenues from financial investments in the periods ended on 31 December 2021 and 2020, refer to the following operations:

2027 2020
Sale of stake in Lagoas Park, S.A. 499
499

The amount received for the sale of the stake in Lagoas Park, S.A., corresponds to the "Earn Our" stipulated in the 2018 deed of sale.

5. RELATED PARTIES

Remunerations attributed to members of the governing bodies

The remunerations attributed to the members of the Company's governing bodies for the periods ended on 31 December 2021 and 2020 were as follows:

2021 2020
Executive directors:
Short-term benefits 721 918
Supervisory board:
Short-term benefits 66 66
787 984

Balances and transactions

The terms or conditions applied between the Company and the related identical to those which would normally be contracted, accepted and applied between independent entities in comparable operations.

The main balances for the periods ended on 31 December 2021 and 2020 with related parties can be broken down as follows:

Clients
(Note 15.1)
Suppliers
(Note 15.2)
Financing obtained
(Note 15.2)
Deferrals Other credit receivable
and other debts payable
31/12/2021 31/12/2020 31/12/2021 31/12/2020 31/12/2021 31/12/2020 31/12/2021 31/12/2020 31/12/2021 31/12/2020
Subsidiaries:
TEIXEIRA DUARTE - E.C., S.A. 473 5,351 86,317 68,988 3,212 257 257 (408,134) (420,634)
TEIXEIRA DUARTE - E.C., S.A. (Angola Branch) 1,799 1,798
TEIXEIRA DUARTE - E.C., S.A. (E.E. of Algeria) 162
TEIXEIRA DUARTE - E.C., S.A. (Venezuela Branch) 15 15
TEIXEIRA DUARTE - Gestão de Participações e
Investimentos Imobiliários, S.A.
55 85 25,534 (19,327) (18,015)
TDGI - Tecnologia de Gestão de Imóveis, S.A. 76 76 5,361 3,284
2,363 7,457 86,317 69,073 28,746 257 257 (422,100) (435,365)
Other related parties:
ALVALADE - Empreendimentos Turísticos e Hoteleiros,
Lda.
335 335
AUTO COMPETIÇAO ANGOLA (S.U.), Lda. 126 126
BONAPARTE - Imóveis Comerciais e Participações, S.A. રજક 567
C + PA - Cimento e Produtos Associados, S.A. 1,721 1,358
CND - Companhia Nacional de Distribuição (S.U.), Lda. 961 961 270 135
COMERCIO DE AUTOMOVEIS, Lda. 151 151
EDUCARE - Actividades Educativas e Culturais, Lda. દિવે દિવે
EMPA - Serviços de Engenharia, S.A. 127 127
EPOS - Empresa Portuguesa de Obras Subterrâneas,
S.A.
3,882 2,343
ESTA - Gestão de Hotéis, S.A. 225 257
GO CORP - Travel Solutions, S.A. 1,808 1,784
HOTEL BAIA (S.U.), Lda. 276 276
HOTEL TROPICO, S.A. રિક રિક
IMOPEDROUÇOS- Sociedade Imobiliária, S.A. 2,283 2,263
IMOTD - SGPS, S.A. 507 388
LAGOAS HOTEL, S.A. 2 2,011 2,209
OCC - Operador Central de Comércio, Lda. 65
QUINTA DE CRAVEL - Imobiliária, S.A. 80 248
SINERAMA - Organizações Turísticas e Hoteleiras, S.A. 286 254
SMOTORS, S.A. (100) (72)
TDA - Comércio e Indústria (S.U.), Lda. 907 1,059 105 ટિક
TEIXEIRA DUARTE - Distribuição, S.A. 2,260 1,866
TDGI - Tecnologia de Gestão de Imóveis, Lda. 186 186 46 23
TDO - Investimento e Gestão, S.A. ರಾ તેનું જેવી સ 38,290 3,330 6,082
TDVIA - Sociedade Imobiliária, S.A. (1,884) (1,546)
TDHC-Instalações para Desporto e Saúde, S.A. (318) (278)
TEDAL - SGPS, S.A. 898 705
TEIXEIRA DUARTE - Engenharia e Construções
(Angola), Lda.
785 690
TEIXEIRA DUARTE - Engenharia e Construções, Lda.
(Mozambique)
રિક
TDSP, Participações Lda.
TD AM, S.A. 997
Other 183 250 9 803 489
4,169 4,457 102 2 38,290 3 18,799 20,126
6,532 11,914 86,419 69,075 38,290 28,749 257 257 (403,301) (415,239)

Individual Financial Statements 2021

Services rendered Interest and similar income
obtained
Other income External Supplies and
Services
Interest and similar costs
paid
2021 2020 2021 2020 2021 2020 2021 2020 2021 2020
Subsidiaries:
TEIXEIRA DUARTE - E.C., S.A. 3,160 3,713 4 16 144 104 236 472 11,362 15,912
TEIXEIRA DUARTE - E.C., S.A. (Angola Branch) 2
TEIXEIRA DUARTE - E.C., S.A. (Venezuela Branch) (1)
TEIXEIRA DUARTE - Gestão de Participações e
Investimentos Imobiliários, S.A.
21 145 1,053
TDGI - Tecnologia de Gestão de Imóveis, S.A. 76
3,236
61
3,794
16 144 48
152
236 474 11,507 16.965
Other related parties:
CND - Companhia Nacional de Distribuição (S.U.), Lda. 135 317
ESTA - Gestão de Hotéis, S.A. (41) 23
GO CORP - Travel Solutions, S.A. 1 2
LAGOAS HOTEL, S.A. 10 ி 25
SMOTORS, S.A. 3
TDA - Comércio e Indústria (S.U.), Lda. રિઝ 124
TDGI - Tecnologia de Gestão de Imóveis, Lda. 23 િત્વ
TDO, Investimento e Gestão, S.A. ર્ટર્ટ 12 673
TEIXEIRA DUARTE - Engenharia e Construções (Angola),
Lda.
19
ALVALADE - Empreendimentos Turísticos e Hoteleiros, Lda. 12
211 498 રેટ 12 23 10 27 673
3.447 4,292 ਦਰੇ 28 144 175 246 501 12,180 16,965

The main transactions carried out with related parties during the periods ended on 31 December 2021 and 2020 were as follows:

6. INTANGIBLE ASSETS

As at 31 December 2021, the Company did not have Intangible assets.

During the period ended on 31 December 2020, the movements that occurred in the Intangible assets, as well as in the respective accumulated amortisations, were as follows:

Opening
Balance
Additions Transfers and
write-offs
Disposals Closing
Balance
Gross assets:
Software 266 (39) (227)
266 (39) (227)
Accumulated amortisations:
Software 139 (38) (110)
139 (38) (110) -
Net value of intangible assets 127 -

7. TANGIBLE FIXED ASSETS

As at 31 December 2021, the Company did not have Tangible fixed assets.

During the period ended on 31 December 2020, the movements that occurred in the Tangible fixed assets, as well as in the respective accumulated depreciations, were as follows:

Opening
Balance
Additions Transfers and
write-offs
Disposals Closing
balance
Gross assets:
Buildings and other constructions 612 (612)
Transportation equipment: 11 (11)
Administrative equipment 434 (14) (420)
1.057 (14) (1,043)
Accumulated depreciations:
Buildings and other constructions 146 51 (197)
Transportation equipment: 11 (11)
Administrative equipment 312 20 (14) (318)
469 71 (14) (526)
Net value of tangible fixed assets 588

8. GOODWILL

The amounts relating to Goodwill for the financial years ended on 31 December 2021 and 2020, were:

31/12/2021
Gross amounts Net amounts
Investments in subsidiaries - TDGI, S.A. (Note 9) 32.504 (19.502) 13.002
32,504 (19,502) 13.002
31/12/2020
Gross quantities Accumulated amortisation Net amounts
Investments in subsidiaries - TDGI, S.A. (Note 9) 32.504 (16.251) 16.253
32.504 (16.251) 16.253

In the period ended on 31 December 2021, based on the business plan of the subsidiary TDGI, S.A., management did not identify any signs of impairment.

9. FINANCIAL HOLDINGS - EQUITY METHOD

As at 31 December 2021 and 2020, the Company had recorded the following different investment amounts under the item 'Financial stakes - equity method":

31/12/2021 31/12/2020
Net amounts Net amounts
Investments in subsidiaries 957.981 980.588

Subsidiary companies

As at 31 December 2021 and 2020, the Company held stakes in the following subsidiary companies:

Corporate name Head Office Effective percentage
holding
TEIXEIRA DUARTE - Engenharia e Construções, S.A. Edifício 2, Lagoas Park, Oeiras 100.00%
TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. Edifício 2, Laqoas Park, Oeiras 100.00%
TDGI - Tecnologia de Gestão de Imóveis, S.A. Edifício 2, Lagoas Park, Oeiras 100.00%

The main financial information, adjusted for the equity method related to subsidiaries as at 31 December 2021 and 2020, is as follows:

Assets Liabilities Income Net income
31/12/2021 31/12/2020 31/12/2021 31/12/2020 2021 2020 2021 2020
TEIXEIRA DUARTE - Engenharia e
Construções, S.A.
1,151,881 1,268,070 859.149 897,492 334,907 359.111 (112,827) (9,179)
TEIXEIRA DUARTE - Gestão de
Participações e Investimentos
Imobiliários. S.A.
945,532 842,252 290,809 241,655 37,882 60.429 8.346 15.353
TDGI - Tecnologia de Gestão de Imóveis,
S.A.
29,435 24,885 18.909 15.472 40,257 40.540 2,298 2.104
2,126,848 2,135,207 1,168,867 1,154,619 413.046 460.080 (102.183) 8,278

As at 1 January 2018, the Texeira Duate Group considered the companies in Angola and Venezuela as forming part of hyperinflationary economies, in compliance with the application of IAS 29, with signify of the companies, and which were translated into the Business through its subsidiaries. However, as at 1 January 2019, the Angolan economy was no longer considered as a hyperinflationary economy, for which reason IAS 29 ceased to be applicable to companies domiciled in that geographic region. Furthermore, as at 31 December 2018, the Teixeira Duarte Group changed the measurement model of a group of "homogeneous class" assets from the cost model to the revaluation model, applied again in the 2020 period, maintaining this criterion since then which has resulted in an increase in the equity of the companies holding these assets.

Therefore, the financial statements of the purpose of applying the equity method, as at 31 December 2021 and 2020, include the set of impacts mentioned above, with a very significant effect on the Company's equity.

The following movements occurred in the holdings in subsidiaries during the period ended on 31 December 2021 and 2020:

Holdings Goodwill l otal
Balance as at 1 January 2020 1,085.154 19.503 1,104,657
Amortisation (3,250) (3,250)
Effects of the application of the equity method
- Effect on the result of the period 8,278 8,278
- Effect on equity (112,844) (112,844)
Balance as at 31 December 2020 980,588 16,253 996,841
Balance as at 1 January 2021 980,588 16,253 996,841
Amortisation (3,251) (3,251)
Effects of the application of the equity method
- Effect on the result of the period (102,183) (102,183)
- Effect on equity 80.976 80,976
Dividends received (1.400) (1,400)
Balance as at 31 December 2021 957,981 13,002 970,983

Individual Financial Statements 2021

In the period ended on 31 December 2021, the Company's net income stood at the negative value of 125,858 thousand euros, having been strongly influenced by the loss arising from the equity method, of the value of 102, 183 thousand euros. This loss was essentially the result of the appropriation of the negative net income of its subsidiary Teixeira Duarte – Engenharia e Construções, S.A., of the value of 112,827 thousand euros, which included two material facts with significant impact on its accounts:

  • Following the unpredictable decision taken by the Venezuelan public company, BOLIPUERTOS, S.A. which, in summary, resulted in the notification of the decision to terminate the Strategic Alliance for Port Operation and Management of the Specialised Container Terminal of the Port of La Guaira, signed with Teixeira Duarte - Engenharia e Construções, S.A. and which was in force since 1 April 2017 and the inherent occupation, on 15 October 2021, by BOLIPUERTOS, S.A., of the facilities assigned to Aliança, the Board of Directors of Teixeira Duarte - Engenharia e Construções, S.A. decided to recognise the effects in the financial year's accounts of the loss of the concession for the peration of the port of La Guaira. This action following which the recognition of the loss of this concession was recorded in the accounts, with an impact of 26,919 thousand euros;

  • A court judgement of last resort handed down on 17 February 2022 by an Algerian court in the context of proceedings concerning a partner of Teixeira Duarte - Engenharia e Construções, S.A. called into questional and financial conditions that made it possible to ensure the normal execution of six public contracted in Algeria. In this context, despite being a subsequent event, the Board of Directors decided to recognise, in the period of 2021, the effects resulting from the suspension of the activity of those six public contracts, the estimated impact of which is reflected in an increase in Net Income of 61,120 thousand euros.

The investments in subsidiaries in the periods ended on 31 December 2021 and 2020 are detailed as follows:

Holdings
31/12/2021 31/12/2020
TEIXEIRA DUARTE - Engenharia e Construções, S.A.
TEIXEIRA DUARTE - Gestão de Participações e Investimentos
292,732 370,578
Imobiliários, S.A. 654.723 600.597
TDGI - Tecnologia de Gestão de Imóveis, S.A. 10,526 9.413
957.981 980.588

Effects of the application of the equity method in the periods ended on 31 December 2021 and 2020, are detailed as follows:

Gains / Iosses Equity adjustments Dividends
2021 2020 31/12/2021 31/12/2020 2021 2020
TEIXEIRA DUARTE - Engenharia e
Construções, S.A.
(112,827) (9,179) 45,665 (46,208)
TEIXEIRA DUARTE - Gestão de
Participações e Investimentos
Imobiliários, S.A.
8,346 15,353 35,096 (66,203)
TDGI - Tecnologia de Gestão de
Imóveis, S.A.
2,298 2,104 215 (433) (1,400)
(102,183) 8,278 80,976 (112,844) (1,400)

10. GAINS / LOSSES ATTRIBUTED TO SUBSIDIARIES

For the periods ended on 31 December 2021 and 2020, the company presented the following changes in investments in financial stakes in subsidiaries:

2021 2020
Income:
Application of equity method 10.644 17.457
Other 754
10.644 18,211
Expenses:
Application of equity method (112,827) (9,179)
(112,827) (9,179)
(102,183) 9,032

11. REVENUE

In the periods ended on 31 December 2021 and 2020, the revenue recognised by the company were broken down as follows:

2021 2020
Services rendered 3.447 4.303
Interest (Note 17) 59 28
3.506 4.331

In the periods ended on 31 December 2021 and 2020, the services provided by the Company were geographically distributed as follows:

2021 2020
Angola 211 527
Portugal 3,236 3,777
Venezuela (1)
3,447 4,303

12. CONTINGENT LIABILITIES

Tax proceedings

Following the inspections carried out by the Tax and Customs Authority) of the calculation of corporate income tax for the periods of 2015, 2017 and 2018, payable by the Group taxed under the Special Taxation Regime for Corporate Groups (RETGS) of which TD,SA is the parent company, the following corrections were made:

a)

Corrected tax
2017 663
2018 871
1.534

This correction arises from the Tax Authority having a different understanding as to the deductions provided for in Article 90 of the Corporate Income Tax Code in the Municipal and State Surtax, calculated under the RETGS, and was contested in court by TD,SA, as the parent company.

It should be noted that this correction, also made by the Tax Authority in the periods of 2013 to 2016, had been challenged by "TD,S.A.", the grounds of which were accepted at the administrative stage.

b) Net Financing Costs (Article 67 of the Corporate Income Tax Code)

On this subject, the Tax Authority corrected the tax result of the RETGS of TD,SA, under the following terms:

  • Correction of the value of 22,710 thousand euros to the corporate income tax of 2015, related to the use of "slack" determined in previous periods;
  • · Correction of the value of 6,305 thousand euros for the period of 2018, because the Tax Authority considers that certain accounts should have been excluded from the determination of the EBITDA "for tax purposes" established in Article 67(13) of the Corporate Income Tax Code.

With regard to the correction for the period of 2015, a judicial challenge was lodged by TD,SA as the controlling company, which will pursue a procedure similar to that of the correction for the period of 2018.

13 FFFFCTS FROM FXCHANGE RATE CHANGES

The exchange rates used to convert the assets and liabilities expressed in foreign currency to Euros as at 31 December 2021 and 2020, were as follows.

Closing exchange rate
Currency 31/12/2021 31/12/2020 Variation
US Dollar (USD) 1.1326 1.1452 1.10%

14. INCOME TAX

The Company is the parent company of companies taxed under the Special Taxation Regime for Corporate Groups (RETGS), which covers all companies in which it directly holds at least 75% of the respective share capital, provided that the stake in question gives it more than 50% of voting rights and, at the same time, its head offices and effective management are in Portugal and it is taxed under the general Corporate Income Tax ("IRC") regime.

The Company is subject to corporate income tax at 21% on the collectable material. In the event of taxable profit, it is also subject to the Municipal Surtax, the rate of which can vary up to a maximum of 1.5%, as well as the State Surtax, levied on the part of taxable profit exceeding the amount of 1,500, 7,500 and 35,000 thousand euros, at the rates of 3%, 5% and 9% respectively. It is also subject to regional taxation, at the rates and with the fees, charges and expenses provided for in Article 88 of the Corporate Income Tax Code.

Pursuant to the terms of the Corporate Income Tax Iosses can be carried for a period of 5 (five) years for losses ocurred during the tax period of 2017 onwards, and may be deducted from the taxable gains subsequently earned. This deduction is limited to 70% of the taxable gains earned during the tax period in which it is made.

The Supplementary State Budget Law for 2020 amended the rules for carrying forward and deducting the aforementioned tax losses, under the following terms:

  • · The tax losses calculated in the 2020 and 2021 tax periods can be carried for 12 (twelve) years;
  • · The counting of the tax loss reporting period, applicable to losses still in force on the first day of the 2020 tax period, is suspended during this tax period and the following one; and
  • The limit for the deduction of tax losses, if the difference results from tax losses calculated in the 2020 and 2021 tax periods, is raised to 80% of taxable income.

In accordance with the legislation in force, tax returns in Portugal are subject to review and correction by the tax authorities for a period of four years, unless tax losses have been deducted or inspections, slaims or appeals, in which cases, depending on the circumstances, this period may be increased or suspended.

The Board of Directors believes that any corrections resulting from tax reviews/inspections of these statements will have no significant effect on the financial statements reported as at 31 December 2021.

Individual Financial Statements 2021

The item "Income Tax for the Period" represents the sum of current tax, the latter being the recognition of temporary differences between accounting and tax results, as provided for in NCRF 25 - Income Taxes.

Current tax on income is calculated based on the taxable revenue earned by the Company, in accordance with the tax rules in force.

Deferred tax assets and liabilities are calculated and ally using the taxation rates which are in force or announced to be in force on the expected date of the reversal of the temporary differences.

Deferred taxes assets are recognised only when there are reasonable expectations of sufficient future taxable profits for their use, or in situations where there are temporary differences for taxation purposes the deductible temporary differences in the period of their reversal. Deferred tax assets and liabilities are calculated and assessed periodically using the tax rates expected to be in force when the timing differences reverse.

Deferred taxes are recorded as expense or the period, unless they related to temporary differences posted under equity, in which case the deferred tax is recorded under the same item.

At the end of each period, deferred taxes are reviewed and reduced whenever their future use is no longer likely.

The relationship, in Portugal, between the book expense and profit in the periods ended on 31 December 2021 and 2020, is as follows:

2021 2020
Net income for the period (125,858) (17,904)
Adjustments for taxable profit:
Definite differences:
- To be added 132,712 38,053
- To be deducted (11,002) (20,693)
Tax loss (4,147) (544)
Taxable amount
Other income tax components
Current tax 1,146
Deferred tax 358 2,211
Income tax expense 1,504 2,211

The movements occurred in the deferred tax assets and liabilities in the periods ended on 31 December 2021 and 2020, were as follows:

31/12/2021
Opening balance Constitution Adjustment Closing balance
Deferred tax assets:
Tax losses carried forward 5,336 358 13.131 18,825
Double international taxation 39 39
5.375 358 13.131 18.864
31/12/2020
Opening balance Constitution Adjustment Closing balance
Deferred tax assets:
Tax losses carried forward 7.984 609 (3,257) 5,336
Double international taxation 39 39
Financing net expenses - 1.602 (1,602)
8,023 2,211 (4,859) 5,375

Verified incorporations were recognised as a gain or income for the item "Income tax for the period".

The adjustment verified in the periods ended on 31 December 2021 and 2020 refers, respectively, to the reinforcement and use of fax losses under the Special Group Taxation Regime (RETGS).

15. FINANCIAL INSTRUMENTS

The current financial assets and liabilities for the periods ended on 31 December 2021 and 2020 were broken down as follows:

15.1 FINANCIAL ASSETS

Clients

As at 31 December 2021 and 2020, the item "Clients" was broken down as follows:

31/12/2021
Non-group Group
(Note 5)
Total
Clients, current account 223 6.532 6.755
31/12/2020
Non-group Group
(Note 5)
l otal
Clients, current account 28 11,914 11,942

The credit risk of the Client balance is detailed in Note 22.

Other credit receivable

As at 31 December 2021 and 2020, the item "Other credit receivable" was broken down as follows:

31/12/2021 31/12/2020
Current Current
Accrued income receivable 3,678 2,868
Other debtors:
Advance payments to suppliers 354 354
Staff
RETGS 6,238 20,874
Related parties 3,436 4,564
Other 1,440 32
11.468 25,825
15.146 28,693

As at 31 December 2021 and 2020, the item "Accrued income receivable" essentially refers to services rendered and not yet invoiced on the reporting date.

Government and other public entities

As at 31 December 2021 and 2020, the item "Government and other public entities" was broken down as follows:

31/12/2021 31/12/2020
Government and other public entities:
Income tax 5,344 4.499
Value added tax 264 107
5.608 4.606

Deferrals

As at 31 December 2021 and 2020, the item "Deferrals" was broken down as follows:

31/12/2021 31/12/2020
Deferrals:
Expenses to be recognised 1.525 790

15.2 FINANCIAL LIABILITIES

Suppliers

As at 31 December 2021 and 2020, the item "Suppliers" was broken down as follows:

31/12/2021
Non-group Group
(Note 5)
Total
Suppliers, current account 499 86.419 86.918
31/12/2020
Non-group Group
(Note 5)
l otal
Suppliers, current account 620 69.075 69,695

The liquidity risk of the Suppliers balance is detailed in Note 22.

Other debts payable

As at 31 December 2021 and 2020 the item "Other debts payable" is broken down as follows:

31/12/2021 31/12/2020
Current Non-current Current Non-current
Accrued expenses payable 2,309 17,050
Other creditors:
Staff 4 707 40
RETGS 39,267 36,931
Related parties 257,822 131,746 215,322 174.246
Other 83 73
297,176 131,746 253,033 174.286
299,485 131,746 270,083 174,286

The liquidity risk of the balance of Other accounts payable is detailed in Note 22.

As at 31 December 2021 and 2020, the item "Acrued expenses payable" essentially concerns interest by Group companies.

Government and other public entities

As at 31 December 2021 and 2020, the item "Government and other public entities" was broken down as follows:

31/12/2021 31/12/2020
Government and other public entities:
Income tax 7,139 6,583
Retention of income tax 26 35
Social Security Contributions 29 26
7.194 6.644

The liquidity risk of the balance of the State and other public entities is detailed in Note 22.

Obtained financing

As at 31 December 2021 and 2020, the item "Obtained financing" was broken down as follows:

31/12/2021
Current Non-current Total
Bank loans a) 23,624 211,907 235,531
Bank overdrafts a) 5.073 5,073
Securities market - Commercial paper b) 8,850 8.850
Subsidiaries Note 5 38,290 38,290
66 087 つつの 757 287 711
31/12/2020
Current Non-current Total
Bank loans a) 18.438 220,709 239.147
Bank overdrafts a) 49 49
Securities market - Commercial paper b) 8,850 8,850
Shareholders' and other loans Note 5 3
Subsidiaries Note 5 28.746 - 28,746
47,236 229,559 276,795

The liquidity risk of the balance of the Financing obtained is detailed in Note 22.

The Company subscribed to the legal moratorium for principal and interest under the legal protection of loan arrangement due to the Covid-19 pandemic, for all its ongoing loan this arrangement having ended for interest on 31 March and for principal on 30 September.

During the period ended on 31 December 2021, the following movements occurred in "Financing obtained":

31/12/2021
Opening Increase Decrease Interest on arrears Closing Balance
Bank loans 239,147 (3.334) (282) 235.531
Bank overdrafts 49 5.024 5.073
Securities market - Commercial paper 8.850 115.050 (115.050) 8,850
Shareholders' and other loans ട് (3)
Subsidiary companies 28,746 48.510 (38,966) 38,290
276,795 168,584 157,353) (282) 287,744

During the period ended on 31 December 2020, the following movements occurred in "Financing obtained":

31/12/2020
Opening Balance Increase Decrease Interest on arrears Closing Balance
Bank loans 235,702 (3.592) 7.037 239.147
Bank overdrafts 1.603 (1,554) 49
Securities market - Commercial paper 8,850 115,050 (115,050) 8,850
Shareholders' and other loans 3
Subsidiary companies 22,679 23.917 (17,850) 28.746
268,834 138.970 (138,046) 7.037 276.795

As at 31 December 2021, the item "Obtained financing" contacted operations along with various financial institutions and related parties, bearing interest at normal market rates.

Individual Financial Statements 2021

a) Bank Ioans

As at 31 December 2021, the bank loans bank related to the secured accounts bore interest at normal market rates. The bank loans contracted by the Company essentially correspond to:

Bank Type of financing Start date Due date Financing Currency Total amount
financed - (€)
Limit used by the
Company - (€)
Limit used by rest of
the Group - (€)
Banco Comercial Português, S.A. Bank loans 27 November 2017 30 December 2033 Group Euros 32,015 32 31,983
Banco Comercial Português, S.A. Bank loans 30 January 2018 30 January 2023 Group Euros 7,146 26 7.120
Banco Comercial Português, S.A. Bank loans 05 January 2009 17 June 2035 Group Euros 145,181 145,181
Banco Comercial Português, S.A. Bank loans 12 August 2016 30 December 2033 Group Euros 8.643 8.643
Caixa Geral de Depósitos, S.A. Bank loans 22 September 2014 01 June 2034 Group Euros 85,869 70.149 15,720
Caixa Geral de Depósitos, S.A. Bank loans 12 August 2016 30 December 2033 Group Euros 6.101 6.101
Banco Santander, S.A. Escrow account 31 October 2012 30 December 2033 Single Furos 5.038 5.038
Banco BIC, S.A. Bank loans 02 July 2020 02 July 2025 Group Euros 4,967 4.967
Banco BIC, S.A. Escrow account 06 August 2015 31 December 2033 Group Euros 19.605 15.105 4.500
Banco Português de Investimento, S.A. Bank loans 05 July 2016 05 May 2023 Group Euros 5.337 5.337
Novo Banco, S.A. Bank loans 12 August 2016 30 December 2033 Group Euros 8,233 8,233
Novo Banco, S.A. Bank overdrafts 01 February 2007 31 December 2033 Group Euros 18,335 5.073 6.542
Banco Comercial Português, S.A. Escrow account 27 June 2014 31 December 2033 Group Euros 4.825 4,825
351.295 240.604 103.971

b) Commercial paper

As at 31 December 2021, the Company had negotiated the following commercial paper programmes:

Bank Type of financing Start date Due date Financing Currency Total amount
financed - (€)
Limit used by the
Company - (€)
Limit used by rest of
the Group - (€)
Novo Banco. S.A. Commercial Paper 28 December 2015 15 June 2027 Group Euros 95.000 8.850 86,150
Novo Banco. S.A. Commercial Paper 30 December 2013 31 December 2033 Group Euros 180.350 180.350
Novo Banco. S.A. Commercial Paper 14 January 2016 31 December 2033 Group Euros 15.200 15.200
290.550 8.850 281.700

The Obtained financing above is refundable according to the following terms of redemption:

31/12/2021 31/12/2020
Less than one year 66.987 47,236
1 to 2 years 13.381 8,533
2 to 3 years 27.456 13.416
3 to 4 years 27,215 15.735
4 to 5 years 21,328 21,354
Over 5 years 131,377 170,521
287,744 276,795

To guarantee the financing obtained as described above, mortgages were constituted and several pledges were made (Note 16),

16. GUARANTEES AND COMMITMENTS

Guarantees

As at 31 December 2021 and 2020, the Company had granted bank guarantees and sureties to third parties, as follows:

31/12/2021 31/12/2020
Bank guarantees .469 719

The guarantees were provided for the purposes of suspendings brought against the Company relating to corporate income tax debts assessed under the RETGS for the periods of 2015, 2016 and 2017, in the form of bank guarantees. As a result of the deferral obtained by the Company, some of the bank guarantees provided were reduced and, in some cases, cancelled. The details of those that are still active, with reference to 31 December 2021, can be found below:

Correction period Amount of the bank guarantee
2015 125
2016 594
2017 750
1 469

The following liens and mortgages were also provided, in addition to the aforementioned guarantees:

Bank Type of financing Start date Due date Amount Collateral
Novo Banco, S.A. Bank overdrafts 1 February 2007 31 December 2033 11,615 Pledge of all shares: Soc. Automóvel Angola + Soc. Distribuição Angola + TDSP
Brasil + TD Angola Lda; Mortgage of Angolan Hotels: Alvalade and Baía and
Mozambican Hotels: Avenida and Tivoli Beira
Banco Comercial Português, S.A. Bank loans 5 January 2009 17 June 2035 145,181 Pledge of all shares: Soc. Automóvel Angola + Soc. Distribuição Angola + TDSP
Brasil + TD Angola Lda Mortgage of Angolan Hotels: Alvalade and Baía Mortgage
of Mozambican Hotels: Avenida and Tivoli Beira
Novo Banco, S.A. Commercial Paper 30 December 2013 31 December 2033 180,350 Pledge of all shares: Soc. Automóvel Angola + Soc. Distribuição Angola + TDSP
Brasil + TD Angola Ldal Mortgage of Angolan Hotels: Alvalade and Baía Mortgage
of Mozambican Hotels: Avenida and Tivoli Beira + Pledge of: Total EPOS shares +
Total C+PA shares + 1,325,000 units of the TDF Closed Investment Fund and
mortgage of: Polo Industrial do Montijo (TDGPII) + 9 plots of land (V8) + 7 plots of
land (Quinta do Cravel)
Caixa Geral de Depósitos, S.A. Bank loans 22 September 2014 1 June 2034 85,869 Pledge of all shares: Soc. Automóvel Angola + Soc. Distribuição Angola + TDSP
Brasil + TD Angola Lda Mortgage of Angolan Hotels: Alvalade and Baía Mortgage
of Mozambican Hotels: Avenida and Tivoli Beira
Banco BIC, S.A. Escrow account 6 August 2015 31 December 2033 19,605 BG of BIC AO (E23M) to BIC PT; Mortgage of Building no. 2554 (TD Angola, Lda)
Complexo Comercial e Oficinas Polo Automóvel - Talatona
Novo Banco, S.A. Commercial Paper 28 December 2015 15 June 2027 95,000 Pledge of all shares: Soc. Automóvel Angola + Soc. Distribuição Angola + TDSP
Brasil + TD Angola Lda; Mortgage of Angolan Hotels: Alvalade and Baía and
Mozambican Hotels: Avenida and Tivoli Beira + Pledge of 1,045,610 Recoleta Spain
(TEDAL) shares + 50% pledge of TDE shares
Novo Banco, S.A. Commercial Paper 14 January 2016 31 December 2033 15,200 Pledge of all shares: Soc. Automóvel Angola + Soc. Distribuição Angola + TDSP
Brasil + TD Angola Lda; Mortgage of Angolan Hotels: Alvalade and Baía and
Mozambican Hotels: Avenida and Tivoli Beira + Pledge of all TDGI shares
Banco Comercial Português, S.A. Bank loans 12 August 2016 30 December 2033 8,643 Pledge of all shares: Soc. Automóvel Angola + Soc. Distribuição Angola + TDSP
Brasil + TD Angola Lda Mortgage of Angolan Hotels: Alvalade and Baía Mortgage
of Mozambican Hotels: Avenida and Tivoli Beira; Mortgages of: Lot 26 of the
Magnólia Development (TDGPII) + Land named Troviscais (TD AmL) + Leziña Park II
(TDVIA) + Vila Rio, 50 plots of land (TDVIA) + Land named Jardins da Póvoa and
Logistic Park of Póvoa (TDVIA).
Caixa Geral de Depósitos, S.A. Bank loans 12 August 2016 30 December 2033 6,101 Pledge of all shares: Soc. Automóvel Angola + Soc. Distribuição Angola + TDSP
Brasil + TD Angola Lda Mortgage of Angolan Hotels: Alvalade and Baía Mortgage
of Mozambican Hotels: Avenida and Tivoli Beira; Mortgages of: Lot 26 of the
Magnólia Development (TDGPII) + Land named Troviscais (TD AM) + Leziria Park II
(TDVIA) + Vila Rio, 50 plots of land (TDVIA) + Land named Jardins da Póvoa and
Logistic Park of Póvoa (TDVIA)
Novo Banco, S.A. Bank loans 12 August 2016 30 December 2033 8,233 Pledge of all shares: Soc. Automóvel Angola + Soc. Distribuição Angola + TDSP
Brasil + TD Angola Lda Mortgage of Angolan Hotels: Alvalade and Baía Mortgage
of Mozambican Hotels: Avenida and Tivoli Beira; Mortgages of: Lot 26 of the
Magnólia Development (TDGPII) + Land named Troviscais (TD AM) + Leziria Park II
(TDVIA) + Vila Rio, 50 plots of land (TDVIA) + Land named Jardins da Póvoa and
Logistic Park of Póvoa (TDVIA)
Banco Comercial Português, S.A. Bank loans 27 November 2017 30 December 2033 32,015 Pledge of all shares: Soc. Automóvel Angola + Soc. Distribuição Angola + TDSP
Brasil + TD Angola Lda Mortgage of Angolan Hotels: Alvalade and Baía Mortgage
of Mozambican Hotels: Avenida and Tivoli Beira
Banco Comercial Português, S.A. Bank loans 30 January 2018 30 January 2023 7,146 Pledge of all shares: Soc. Automóvel Angola + Soc. Distribuição Angola + TDSP
Brasil + TD Angola Lda Mortgage of Angolan Hotels: Alvalade and Baía Mortgage
of Mozambican Hotels: Avenida and Tivoli Beira

Individual Financial Statements 2021

As at 31 December 2021, the Company had issued comfort letters in favour of Group companies as follows:

Currency amount Currency I housand euros
BỘNAPARTE - Imóveis Comerciais e Participações, S.A. 18,000,000 EUR 18.000
Recolte, Servicios y Medioambiente 584.758 EUR 585
TEIXEIRA DUARTE - Engenharia e Construções, S.A. 1.600.000 EUR 1.600
20,184,758 EUR 20.185

Sureties

As at 31 December 2021 and 2020, the Company had provided the following surety:

31/12/2021 31/12/2020
Sureties 10.139 .139

The surety was issued for the purposes of suspending a tax enforcement procedure instigated against the subsidiary TEIXERA DUARTE - Engenharia e Construções, S.A. related to the corporate income tax debt of the period of 2010, for which the Company submitted a surety, amounting to 10,139 thousand euros, which was accepted by the Tax Authority.

17. FINANCIAL RESULTS

In the periods ended on 31 December 2021 and 2020, the financial results were broken down as follows:

2021 2020
Financial expenses and losses:
Interest paid - Interest of obtained financing (16,998) (24,954)
Other financing expenses: (3,582) (314)
(20,580) (25,268)
Income and financial earnings:
Interest earned (Note 11) 59 28
59 28
(20,521) (25,240)

18. STAFF EXPENSES

During the periods ended on 31 December 2021 and 2020, the average number of employees contracted directly by Portugal was 10 and 9 people, respectively.

In the periods ended on those dates, staff expenses were broken down as follows:

2021 2020
Remuneration of the governing bodies 677 677
Remuneration of staff 51 54
Compensations 268 433
Charges on remunerations 148 147
Industrial accidents and occupational diseases insurance 27 25
Social Action expenses 37 10
Other staff costs 63 8
1,271 1,354

19. EXTERNAL SUPPLIES AND SERVICES

In the periods ended on 31 December 2021 and 2020, the item "External supplies and services" was broken down as follows:

2021 2020
Specialised services 681 3,042
Materials 6
Energy and fluids r 1
Travel, stays and transport 41 171
Different services 2,329 113
3.052 3.333

20. OTHER INCOME

During the periods ended on 31 December 2021 and 2020, other income was as follows:

2021 2020
Performance of duties of governing bodies 70
Other supplementary income 144
Disposal of tangible fixed assets 32
Corrections referring to previous periods 8
Estimated surplus for tax 240
Compensations 125
Favourable currency conversion differences 1
Interest on arrears ട്
Other 55 710
200 1,188

21. OTHER EXPENSES

During the periods ended on 31 December 2021 and 2020, other expenses were as follows:

2021 2020
Taxes and rates 26 ന്ദ
Insufficient tax estimate 680 1,360
Other 25 18
731 1,381

22. FINANCIAL RISK MANAGEMENT

General principles

The Company is exposed to a number of financial risks arising from its activities, among which the following deserve special mention:

  • Interest rate risks arising from financial liabilities;

  • Credit risk, particularly from credit to its clients relative to the Company's operating activities;

– Liquidity risk, as regards the maintenance of cash balance stability.

The Company's Financial Department ensures the centralised management of the financing operations, applications of cash surplus, currency conversion transactions, as well as the counterpart risk of the Company.

In addition to the above, it is responsible for identifying, measuring, proposing and implementing measures the financial risks to which the Company is exposed.

Following is a more detailed description of Company's main financial risks and measures implemented to manage them.

Individual Financial Statements 2021

(a) Interest rate risk

The objective of the interest rate risk management policy is the cost of debt subject to the maintenance of a low level of volatility of financial costs.

As at 31 December 2021 and 2020, the financial liabilities consist, only and exclusively, of variable interest rates.

In case the market interest rates were less by 1% during the periods ended on 31 December 2021 and 2020, the income of those periods would have diminished by 6,665 thousand euros, respectively. In case the same market interest rates had been greater by 1% during the same periods, the increased by 6,665 thousand euros and 6,623 thousand euros, respectively.

(b) Credit risks

As at 31 December 2021 and 2020, the balances of accounts receivable from clients (Note 15.1) for whom adjustments were not recorded by the Board of Directors, considering that they are realisable, are the following:

31/12/2021 31/12/2020
Balances:
Unexpired 472 5,423
Up to 180 days 322
180 to 360 days 15 663
Over 360 days 6.268 5,534
6,755 11,942

c) Liquidity risk

This risk can occur if the sources of financing, such as the cash flows from operating activities, divestment, credit lines and from financing operations, do not meet the financing needs, such as the cash outflows for operating activities and financing, investments, remuneration of shareholders and debt repayment.

In order to mitigate this risk, the Company seeks to maintain a liquidity position and an average maturity of debt that allows it to repay its debt within reasonable periods of time.

Financial liabilities maturing within one year are replaced with medium and long-term maturities as deemed appropriate.

The maturity of the financial liabilities (Note15.2) as at 31 December 2021 and 2020 is as follows:

31/12/2021
Up to 1 year From 2 to 3 years Over 3 vears l otal
Suppliers 86.918 86.918
Obtained financing 66.987 13.381 27.456 179.920 287.744
Government and other public 7.194 7.194
Other debts payable 299.485 42.500 42.500 46.746 431,231
460,584 55,881 69,956 226,666 813.087
31/12/2020
Up to 1 year From 2 to 3 years Over 3 years l otal
Suppliers 69.695 69.695
Obtained financing 47,236 8.533 13.416 207.610 276.795
Government and other public 6.644 6.644
Other debts payable 270.083 42.540 42.500 89.246 444,369
393,658 51.073 55,916 296,856 797,503

Individual Financial Statements 2021

23. CAPITAL

Share capital

As at 31 December 2021 and 2020, the Company's share capital, totally underwritten and paid-up, was composed of 420 000 shares with a par value of 0.50 euros each.

As at 31 December 2021 and 2020, the Company's share capital is 210,000 thousand euros.

Legal reserve

The Portuguese commercial legislation establishes that at least 5% of annual net income should be used reserve until it represents at least 20% of the share capital. This reserve is not distributable, except in the company's liquidation, but may be used to absorb losses, after all the other reserves have been depleted, or incorporated in the share capital.

As at 31 December 2021 and 2020, the Legal Reserve stands at 42,000 thousand euros.

Other reserves

The other reserves are composed only and exclusively by free reserves. As at 31 December 2021 and 2020, the Other reserves stand at 242,551 thousand euros.

Appropriation of net income

By decision of the General Meeting, held on 24 May 2021, the accounts for the period of 2020 were approved and it was decided that the negative net income, of the value of €17,904,404.60 (seventeen million, nine hundred and four hundred and sixty cents) should be applied as follows:

value
Retained Farnings (17,904)

As presented in the Management Report, the proposed appropriation of net income for the period ended on 31 December 2021, in the negative amount of €125,858,431.74 (one hundred twenty-five million, eight hundred and fifty-eight thousand, four hundred and thirtyone euros and seventy-four cents) is as follows:

Value
Retained Earnings (125,858)

24. OTHER INFORMATION

The Board of Directors approved and authorised the issuance of the financial statements for 2021 on 22 April 2022.

The Board of Directors discloses that the Company does not have any debts to the State in arrears.

The Board of Directors reports that the Company's Social Security status is in good standing, within the legally stipulated periods.

Additional disclosures

The total fees charged by the audit firm for the statutory audit of the financial statements were as follows:

2021 2020
Statutory Audit Fees 61 61

25. SUBSEQUENT EVENTS

A court judgement of last resort handed down on 17 February 2022 by an Algerian of proceedings concerning a partner of Teixeira Duarte - Engenharia e Construções, S.A. called into questional and financial conditions that made it possible to ensure the normal execution of six public contracted in Algeria. In this context, despite being a subsequent event, the Board of Directors decided to recognits for the 2021, the effects arising from the suspension of the activity of those six public contracts, the estimated in a worsening of Net Income by 61,120 thousand euros, a reduction of Liabilities by 13,722 thousand euros and a reduction of Assets by 74,842 thousand euros.

Recent geopolitical events, which began on 24 February 2022 as a result of Ukraine, have created a climate of growing political and social instability, of unpredictable proportions and with significant repercussions on global economic activity. Although the Company does not have direct exposure in those conflicting countries, it cannot fail to be affected by the indirect economic impacts that may arise, should the conflict not be resolved in the short term, and which are not estimate reliably.

We are not aware of any other material fact, with an impact on the financial statements as at 31 December 2021, that occurred between the end of the period and the present date.

The Certified Accountant

REPORTS AND ACCOUNTS 2021

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2021 AND 2020

Non-current assets:
18
12,248
12,203
Goodwill
19
29,192
Intangible assets
56,109
20
Tangible fixed assets
463,553
399,484
21
271,308
Investment properties
234,235
22
Right of use
30,740
33,434
8,908
Investments in associates and joint-ventures
7 and 23
18,863
24
2,752
2,569
Other financial investments at amortised cost
Other financial investments at fair value through other comprehensive income
7 and 24
11,443
11,638
Deferred tax assets
166,192
26
145,766
Clients
27
142
12,489
27
Other credit receivable
12,186
10,986
Other non-current assets
30
4,900
937,776
Total non-current assets
1,013,564
Current assets:
Inventories
9 and 10
224,723
171,419
Clients
27
150,191
151,642
27
Other credit receivable
37,735
31,467
Other financial investments at fair value through other comprehensive income
7 and 24
10
10
29
92,847
116,215
Cash and cash equivalents
30
Other current assets
99,355
156,217
604,861
626,970
Non-current assets held for sale
25
29,280
34,897
Total current assets
634,141
661,867
7
TOTAL ASSETS
1,647,705
1,599,643
Equity:
32
210,000
Share capital
210,000
23
(211)
Adjustments of shareholdings in associates and joint-ventures
(209)
Currency conversion adjustments
45
(518,592)
(608,954)
33
Reserves and retained income
598,041
605,197
16
(119,140)
Consolidated net income for the period
3,558
Equity attributable to shareholders
170,098
209,592
34
Non-controlling interests
19,107
28,673
TOTAL EQUITY
189,205
238,265
Non-current liabilities:
Obtained financing
35
607,254
697,106
Provisions
36
37,063
41,328
Lease liabilities
38
26,476
29,173
Deferred tax liabilities
26
102,877
84,166
Advance payments from clients
37
37,229
57,091
37
24,196
5,367
Other debts payable
Other non-current liabilities
39
1,244
914,231
Total non-current liabilities
836,339
Current liabilities:
35
171,376
77,285
Obtained financing
38
Lease liabilities
6,180
6,157
Suppliers
37
135,977
106,197
Advance payments from clients
37
161,382
126,088
37
28,458
Other debts payable
15,970
Other current liabilities
39
96,463
91,889
599,836
423,586
25
Non-current liabilities held for sale
22,325
23,561
Total current liabilities
622,161
447,147
7
TOTAL LIABILITIES
1,458,500
1,361,378
TOTAL FOLITY AND LIARILITIES
1 617 705
1 500 613
Notes 2021 2020

(Values in thousand euros)

The accompanying notes are an integral part of the consolidated statement of financial position as at 31 December 2021.

The Certified Accountant

CONSOLIDATED INCOME STATEMENT FOR THE PERIODS ENDED ON 31 DECEMBER 2021 AND 2020

Notes 2021 2020
Operating income:
Sales and services rendered 7 and 8 539,236 608,366
Other income and gains 8 98,218 114,200
Total operating income 8 637,454 722,566
Operating expenses:
Cost of goods sold and materials used 9 (177,830) (182,454)
Production changes 10 4,954 1,287
External supplies and services 11 (219,285) (206,169)
Staff expenses 12 (175,806) (167,115)
Depreciation and amortisation expenses 7, 19, 20 and (43,765) (46,312)
Impairment of depreciable/amortisable assets and goodwill (losses/reversals) 7, 19, 20 and (29,784) 1,221
Impairment of accounts receivable (losses/reversals) 27 (23,205) (8,128)
Impairment of inventories (losses/reversals) 9 and 10 (245) 7,014
Provisions (increases/reductions) 7 and 36 5,707 (2,979)
Other costs and losses 13 (80,607) (66,507)
Total operating expenses (739,866) (670,142)
Operating results 7 (102,412) 52,424
Financial expenses and losses 7 and 14 (96,895) (91,026)
Income and financial earnings 7 and 14 64,867 49,647
Earnings from investment activities:
Gains / (losses) in associated companies and joint-ventures 7 and 14 116 576
Gains / (losses) from other investments 7 and 14 (1,219) 1,563
Financial Results (33,131) (39,240)
Earnings before tax 7 (135,543) 13,184
Income tax 15 17,921 (10,233)
Consolidated net income for the period (117,622) 2,951
Net income attributable to:
Shareholders 16 (119,140) 3,558
Non-controlling interests 34 1,518 (607)
Earnings per share:
Basic (euros) 16 (0.28) 0.01
Diluted (euros) 16 (0.28) 0.01

(Values in thousand euros)

The accompanying notes are an integral part of the consolidated income statement for the period ended on 31 December 2021.

The Certified Accountant

CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME FOR THE PERIODS ENDED ON 31 DECEMBER 2021 AND 2020

Notes 2021 2020
Consolidated net income for the period (117,622) 2,951
Income and expenses that will not be subsequently reclassified to profit or loss
Other changes in equity (25,246) 19,261
Other financial investments at fair value through other comprehensive income, net of taxes 24 92 (532)
Revaluation surplus, net of tax 20 55,814
(25,154) 74,543
Income and costs that may be subsequently reclassified to profit or loss
Currency conversion adjustments 45 93,718 (175,987)
Adjustments of shareholdings in associates and joint-ventures 23 (2 234
93,716 (175,753)
Earnings recognised directly in equity 68,562 (101,210)
Comprehensive income for the period (49,060) (98,259)
Comprehensive income attributable to:
Shareholders (39,494) (90,347)
Non-controlling interests (9,566) (7,912)

The accompanying notes are an integral part of the consolidated statement of other comprehensive income for the period ended on 31 Deember 2021.

The Certified Accountant

nesel ves and retaillieu edil lings
Notes Capital Adjustments of
shareholdings in
associates and
joint-ventures
Currency
conversion
adjustments
Legal
Reserve
Other
reserves
Fair value
reserve -
Financial
investments
Revaluation
reserve
- real estate
Retained
earnings
Consolidated
net income
Total equity
attributable
to
shareholders
Non-
controlling
interests
Total
Balance as at 1 January
2021
32 210,000 (209) (608,954) 42,000 265,877 (61) 274,025 23,356 3,558 209,592 28,673 238,265
Comprehensive income for
the financial year:
Consolidated net income for
the period
(119,140) (119,140) 1,518 (117,622)
Variation in currency
conversion adjustments
45 90,362 90,362 3,356 93,718
Changes in the fair value of
other investments through
other comprehensive
income, net of taxes
24 92 92 92
Effect of the application of
the equity method
23 (2) (2) (2)
Purchase of non-controlling
interests
34 14,254 14,254 (14,254)
Other (13,676) (11,384) (25,060) (186) (25,246)
Operations with
shareholders in the period:
Application of the
consolidated net income
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Transfer to retained
earnings
3,558 (3,558)
Balance as at 31 December
2021
210,000 (211) (518,592) 42,000 265,877 31 260,349 29,784 (119,140) 170,098 19,107 189,205
meselves and reigined edit mide
Notes Capital Adjustments of
shareholdings in
associates and
joint-ventures
Currency
conversion
adjustments
Legal
Reserve
Other
reserves
Fair value
reserve -
Financial
investments
Revaluation
reserve
- real estate
eamings Retained Consolidated
net income
Total equity
attributable
to
shareholders
Non-
controlling
interests
Total
Balance as 1 January 2020 32 210,000 (443) (444,577) 42,000 257.998 471 229,797 (9,721) 14.414 299,939 36,585 336,524
Comprehensive income for
the financial year:
Consolidated net income for
3,558 3,558 (607) 2,951
the period
Variation in currency
conversion adjustments
45 (164,377) (164,377) (11,610) (175,987)
Changes in the fair value of
other investments through
other comprehensive
income, net of taxes
24 (532) (532) (532)
Revaluation surplus, net of
tax
20 53,776 53,776 2.038 55,814
Effect of the application of
the equity method
23 234 234 234
Other
Operations with
shareholders in the period:
(9,548) 26,542 16,994 2,267 19,261
Application of the
consolidated net income
1. . AALA
Transfer to other
reserves and retained
earnings
7.879 6,535 (14,414)
Balance as at 31 December
2020
210.000 (209) (608,954) 42,000 265,877 (61) 274.025 23,356 3,558 209,592 28,673 238,265

(Values in thousand euros)

The accompanying notes are an integral part of the consolidated statement of changes in equity for the period ended on 31 December 2021.

CONSOLIDATED CASH FLOW STATEMENT FOR THE PERIODS ENDED ON 31 DECEMBER 2021 AND 2020

Notes 2021 2020
OPERATING ACTIVITIES:
Revenue from clients 612,038 712,372
Payment to suppliers (406,840) (429,995)
Payment to staff (178,262) (171,656)
Cash flow generated by operations 26,936 110,721
Income tax payment/revenue (2,190) (10,119)
Other revenue/payments related to the operational activity 3,458 (22,030)
Cash flows of operational activities (1) 28,204 78,572
INVESTMENT ACTIVITIES:
Revenue related to:
Financial investments 29 1,825
Tangible fixed assets and investment properties 36,407 27,120
Intangible assets 1,110
Interest and similar income 1,666 6,043
Dividends 29 2,498 2,202
42,396 36,475
Payments related to:
Financial investments 29 (3) (13)
Tangible fixed assets and investment properties (60,573) (52,775)
Intangible assets (4,519) (3,436)
Cash flows of investment activities (2) (65,095)
(22,699)
(56,224)
(19,749)
FINANCING ACTIVITIES:
Revenue related to:
Obtained financing 35 4,131,598 4,036,107
Payments related to:
Obtained financing 35 (4,130,496) (4,074,828)
Lease liabilities (5,269) (7,120)
Interest and similar costs (31,899) (11,645)
(4,167,664) (4,093,593)
Cash flows of financing activities (3) (36,066) (57,486)
Variation of cash and cash equivalents (1+2+3) (30,561) 1,337
Perimeter alteration 5 185
Effect of exchange rate differences 7,008 (20,502)
Cash and cash equivalents at the beginning of the period 29 116,215 135,380
Cash and cash equivalents at the end of the period 29 92,847 116,215

(Values in thousand euros)

The accompanying notes are an integral part of the consolidated cash flow statement for the period ended on 31 December 2021.

The Certified Accountant

NOTES ACCOMPANYING THE CONSOLIDATED FINANCIAL STATEMENTS

1 - INTRODUCTION NOTE

Teixeira Duarte, S.A. ("Company" or "TD,SA") has its head office at Lagoas Park, Edificio 2 in Portugal. It was incorporated in Portugal on 30 November 2009, with registered capital of 210,000,000 euros, represented by 420,000,000 shares with a nominal value of 0.50 euros (Note 32). Its main activity is the realisation and management of investments, the coordination of other companies integrated in or related to its corporate Group. In view of the previous period, there were no changes to the name of the company or means of identification.

The corporate universe of Teixeira Duarte ("Group") is composed of the subsidiary companies indicated in Note 4. The Group's main activities are as follows: Concessions and Services; Real Estate; Hospitality; Distribution; Energy and Automotive (Note 7),

The stated values will be expressed in thousand euros, unless expressly indicated otherwise. The operations conducted abroad are included in the consolidated financial statements pursuant to the policy described in Notes 2.9 and 2.10.

2 - MAIN ACCOUNTING POLICIES

2.1- Basis of presentation

The consolidated financial statements have been prepared under the continuity of operations, based on the accounting books and records of the companies in the consolidation (Note 4), adjusted in accordance with the consolidation process, in order to conform with the provisions of the International Financial Reporting Standards adopted by the European Union, effective for the periods beginning on 1 January 2021. For the Group companies that use different accounting rules, conversion adjustments were made to the IFRS.

The standards include the International Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB"), the International Accounting Standards ("IAS") issued by the International Accounting Standards Committee ("IASC") and respective interpretations, issued by the International Reporting Interpretation Committee ("IFRIC") and Standing Interpretation Committee ("SIC"), respectively, whose adoption has been approved by the European Union. Hereinafter, these standards and interpretations shall be referred to in general as "IFRS".

The financial statements have been prepared according to the historical cost convention, modified by applying fair value to investment property and financial assets at fair value through other comprehensive income. The Group also adopted the revaluation model for certain classes of tangible fixed assets, according to Note 20.

Fair value is the amount for which an asset can be exchanged, or a liability settled between knowledgeable and willing parties in an arm's length transaction, regardless of whether that price can be directly observed or estimated using other valuation techniques. When estimating the fair value of an asset or liability, the Group considers that market participants would also take into consideration when valuing the asset or liability at the measurement date.

Standards, interpretations, amendments and revisions that came into force in the period

Prior to the date of approval of these financial statements, the following mandatory accounting standards, interpretations, amendments and revisions for the period beginning on 1 January 2021:

Standard / Interpretation Effective date (periods
starting on or after)
Contents
Amendment to IFRS 4 - Insurance Contracts
Deferral of the application of IFRS 9
01/Jan/21 This amendment refers to the temporary accounting consequences that result
from the difference between the effective date of IFRS 9 Instruments and the
future application of IFRS 17. The expiry date of the temporary exemption from
the application of IFRS 9 is postponed from 2021 to 2023.
This exemption is optional and only applies to entities with activity
in the insurance business.
Amendments to IFRS 9, IAS 39, IFRS 4. IFRS
and IFRS 16 - Reform of the interest rates of
reference - phase 2
01/.lan/21 Amendments to IFRS 9, IAS 39, IFRS 4, IFRS 7 and IFRS 16 related to the
ongoing benchmark interest rate reform ("IBOR reform") project. These
amendments aim to lessen the potential impact of the change in reference
interest rates on financial reporting, namely on hedge accounting.

Standards, interpretations, amendments and revisions that will come into force in future periods

The following standards, interpretations, the application of which will be mandatory in future economic periods, have, on the date of approval of these financial statements, been endorsed by the European Union:

Standard / Interpretation Effective date (periods
starting on or after)
Contents
Amendment to IAS 16 - Revenue earned
before start-up
01/Jan/22 With this amendment, IAS 16 - 'Property, Plant and Equipment now prohibits
the deduction of amounts received as consideration for items sold, resulting
trom test phase production of property, plant and equipment, at the book
value of these same assets.
Operational testing of property, plant and equipment before they are put on
a firm footing may involve the production of outputs for which a market
exists in which they can be sold. The consideration received for the sale of
the outputs obtained during the testing phase must be recognised through
profit or loss for the period, in accordance with the applicable regulations.
This amendment applies retrospectively, without the restatement of
comparisons.
Amendment to IFRS 3 - Conceptual
framework
01/Jan/22 This amendment updates the references to the Conceptual Framework in the
text of IFRS 3, and no changes have been made to the accounting
requirements for business combinations.
The amendment also introduces references to contingent liabilities and
liabilities under IAS 37 and IFRIC 21 incurred separately, versus contingent
liabilities and liabilities assumed in a business combination.
The amendment is applicable prospectively.
Amendment to IAS 37 - Onerous contracts 01/Jan/22 -------------------------------------------------------------------------------------------------------------------------------------------------------------------- This amendment specifies which expenses the entity should consider when
it is assessing whether or not a contract is onerous. Only expenses directly
related to compliance with the contract are accepted, and these may
include: a) incremental costs to comply with the contract, such as direct
labour and materials; and b) the allocation of other expenses that relate
directly to compliance with the contract, such as the allocation of
depreciation expenses for a given tangible fixed asset used to perform the
contract.
This amendment should be applied to those contracts which, at the
beginning of the first annual reporting period to which the amendment is
applied, still include unfulfilled contractual obligations, without it being
necessary to restate the comparison.
Any impact must be recognised against results
carried over (or other equity component, as appropriate),
on that same date.
Improvement to IFRS 1 - Subsidiary while
IFRS adopter for the first time
01/Jan/22 Subsidiaries that become IFRS adopters for the first time after their parent,
and that choose to measure their assets and liabilities based on the book
values expressed in the consolidated financial statements of the parent, may
measure the accumulated translation differences for all transactions
denominated in foreign currency, at the amounts that would be determined
in the consolidated financial statements of the parent, based on the date of
transition of the parent to IFRS.
This improvement is applicable prospectively.
Improvement to IFRS 9 - Derecognition of
financial liabilities
01/Jan/22 This improvement clarifies that within the scope of the derecognition tests
carried out on renegotiated liabilities, the net amount between tees paid and
fees received should be determined, considering only the fees paid or
received between the borrower and the financier, including fees paid or
received, by any of the entities on behalf of the other.
This improvement is applicable prospectively.
Improvement to IFRS 16 - Lease incentives 01/Jan/22 Amendment to example 13 of IFRS 16 to eliminate inconsistency in the
accounting treatment of incentives assigned by the lessor to the lessee.
This improvement is applicable prospectively.
Standard / Interpretation
Improvement to IAS 41 - Taxation and
measurement
of fair value
Effective date (periods
starting on or after)
01/Jan/22
Contents
This improvement removes the requirement to exclude fiscal cash flows from
measuring the fair value of biological assets, ensuring consistency
with the principles of IFRS 13.
This improvement is applicable prospectively.
IFRS 17 - Insurance contracts 01/Jan/23 This standard supersedes IFRS 4 and is applicable to all entities that issue
insurance contracts, reinsurance contracts and investment contracts with
discretionary participation characteristics. IFRS 17 is based on the current
measurement of technical liabilities at each reporting date. The current
measurement may be based on a complete model ('building block approach')
or a simplified model ("premium allocation approach"). The recognition of the
technical margin differs according to whether it is positive or negative. IFRS
17 is applied retrospectively.

These standards, although endorsed by the European Union, were not adopted in 2021, as their application is not yet mandatory.

It is not estimated that the future adoption of these standards and interpretations, issued by the European Union, will have a significant impact on the attached financial statements.

Standards, interpretations, amendments and revisions not endorsed by the European Union

The following accounting standards and technical interpretations were issued by the IASB and have not yet been endorsed by the European Union:

Standard / Interpretation Effective date (periods
starting on or after)
Contents
IAS 1 (amendment) - Classification of liabilities
as current or non-current
01/Jan/23 Clarification on the classification of liabilities as current or non-current
balances depending on the rights an entity has to defer their payment, at the
end of each reporting period (the standard no longer makes reference to
unconditional rights, since loans are rarely not dependent on meeting
specific conditions). Further clarification is made regarding the meaning of
'liquidation' of a liability, which is now defined as the extinguishing of a
liability through the transfer of: (a) cash or other economic resources or (b)
the entity's own equity instruments.
This amendment applies retroactively.
IAS 1 (amendment) - Disclosure of policies
accounting
01/Jan/23 Change to disclosure requirements for accounting policies that become
based on the definition of "material" rather than "significant". Intangible
information regarding accounting policies need not be disclosed.
IAS 8 (amendment) - Disclosure of estimates
accounting
01/Jan/23 Introduction of the definition of accounting estimation and how it differs from
changes in accounting policies. Accounting estimates are now defined as
monetary values subject to uncertainty in their measurement.
IAS 12 (amendment) - Deferred tax related to
assets and liabilities associated with a single
transaction
01/Jan/23 The rule now requires entities to register deferred tax on specific
transactions when their initial recognition gives rise to equal amounts of
taxable temporary differences and deductible temporary differences. The
transactions in question are: 1- right-of-use assets and lease liabilities; 2-
provisions for dismantling, restoration and similar liabilities. The cumulative
effect of the initial application of this change is recognised as an adjustment
to the opening balance of retained earnings.
IFRS 17 (amendment) - Initial application of IFRS
17 and IFRS 9 - Comparative information
01/Jan/23 This change applies only to insurance entities in their transition to IFRS 17. It
aims to avoid temporary accounting mismatches between financial assets
and insurance contract liabilities.

These standards have not yet been endorsed by the European Union and, as such, have not been applied by the Group in the period ended on 31 December 2021.

It is not estimated that the future adoption of these standards and interpretations, issued by the IASB but not yet endorsed by the European Union, will have a significant impact on the attached financial statements.

2.2 - Judgments and estimates

The preparation of the consolidated financial statements in conformity with the recognition and measurement principles of the IFRS requires the Board of Directors to make judgements, estimates and assumptions that can affect the reported amounts of assets and liabilities.

These estimates are based on the best knowledge existing at all times and are periodically reviewed based on the available information. Changes in facts and circumstances may lead to the estimates, hence the actual future results may differ from these estimates.

The significant estimates and assumptions made by the Board of Directors in preparing these consolidated financial statements include, namely, the assumptions used to estimate the following aspects:

Impairment of non-current assets (except Goodwill)

The determination of a possible impairment loss can be triggered by the occurrence of different events, many of which are outside the sphere of influence of the Group, such as the availability of future financing, the cost of capital or any other changes.

The identification of impairment indicators, the estimate of future cash flows and the net realisable value of assess imply a high degree of judgement by the Board of Directors regarding the identification and evaluation of various impairment indicators, expected cash flows, applicable discount rates, useful lives and residual values.

Goodwill impairment

Goodwill is subject to annual impairment tests or whenever there are indications of a possible values of the cash flow generating units to which is allocated, are determined based on expected cash flow. These calculations require the use of estimates by the Board of Directors regarding the future evolution of the business and discount rates considered.

Useful lives of intangible assets and tangible fixed assets

The useful life of an asset is the time over which an entity expects an asset to be available for use, and this should be reviewed at the end of each economic period, as a minimum.

The determination of the useful lives of the amortisation/depreciation method to be applied, and the estimated losses arising from the replacement of equipment before the end of its useful life due to technological obsolescence is essential to determine the amount of amortisation/depreciation to be recognised in the consolidated income statement for each period.

These three parameters are defined according to the management's best estimate for the assets and business in question, also considering the practices adopted by companies in the operational segments in which the Group operates.

Contingent provisions and liabilities

The Group periodically analyses possible obligations arising from past events that must be recognised or disclosed. The subjectivity inherent in determining the likelihood of the existence of a present liability and amount of internal resources necessary for the payment of the obligations could lead to significant adjustments, either by changing the assumptions made, or by the future recognition of provisions previously disclosed as contingent liabilities.

Recognition of deferred tax assets

Deferred tax assets are only recognised when there is a reasonable expectation that there will be sufficient future taxable profits to use them or when there are deferred tax liabilities whose reversal is expected to occur in the same period of the deferred tax assets. Deferred tax assessed based on the management at the end of each period, taking into account the expectation of future tax performance.

Impairment losses of accounts receivable

The credit risk associated to accounts receivable is evaluated at the end of each reporting date, taking into account the debtor's historical information and risk profile. The accounts receivable are adjusted according to the management's assessment of the estimated risks of recovery existing on the reporting date, which may prove to be erroneous.

On the other hand, expected impairment losses on loans granted are calculated by taking into account a set of historical information and assumptions, which may not be representative of future uncollectability from Group debtors.

Recognition of revenue from construction contracts

The Group recognises the earnings of contracts in accordance with the input method. which is defined as the relationship between the incurred costs in each contract up to the reporting date and the sum of these costs to complete the contract. The assessment of the degree of completion of each contract is periodically reviewed, taking into account the latest production indicators.

Revaluation of tangible fixed assets

Tangible fixed assets are measured at acquisition cost, including expenses attributable to the purchase, less accumulated depreciation and impairment losses, when applicable. However, for a homogeneous class of assets, the revaluation model (revalued value less accumulated depreciation) was adopted as the accounting policy for the subsequent measurement of these assets. Thus, the revalued amount corresponds to its fair value on the revaluation date.

Valuation of investment properties

Investment properties are measured at their fair value, which is determined based on valuations made by independent specialised entities and in accordance with generally accepted valuation criteria for the real estate market. These valuations are based on observable market data and require judgements by the valuator with respect to the transaction conditions of each property in the market, which might diverge from the outcome recorded in the future.

2.3 - Principles of consolidation

Controlled companies a)

Controlled companies are consolidated in each reporting period. Control exists when the Group directly or indirectly holds a majority of the voting rights in the General Meeting, or has the financial and operating policies.

Third party participation in the equity and net in presented separately in the consolidated statement of profit and loss and other comprehensive income, under the respective items of "Non-controlling interests".

Significant transactions and balances between these companies were eliminated during the consolidation process. Capital gains arising from the disposal of subsidiaries, made within the Group, were also annulled.

Whenever appropriate, adjustments are made to the financial statements of the standardisation of their accounting policies with those of the Group.

Business combinations o)

Business combinations, namely the acquisition of jointly controlled companies, are recorded through the acquisition method.

The acquisition cost corresponds to the fair values of the assets acquired, liabilities incurred or assumed and the equity instruments issued by the Group in exchange for the acquired control. Costs related to the acquisition are recognised as a ost when incurred. When applicable, the acquisition cost also includes the fair value of contingent payments measured on the acquisition date. Subsequent alterations in the value of contingent payments are recorded in accordance with the accounting rules which regulate the

recording of the assets or liabilities in question, unless they qualify as an adjustment period (with a maximum of 12 months).

The identifiable assets, liabilities and continent liabilities of a subsidiary that meet the criteria to be recognised in accordance with IFRS 3 - Business Combinations ("IFRS 3"), are measured by their fair value on the acquisition date, except for non-current assets (or groups of assets) which are classified as held for sale, in accordance with IFRS 5 - Non-current assets held for sale and discontinued operations ("IFRS 5"), which are recognised and measured at the respective fair value minus the costs to be incurred in their future sale.

Any excess of the acquisition cost increased by the value of the non-controlling interests relative to the acquired assets and liabilities is recognised as Goodwill. If the cost of acquisition is less than the fair value of the difference is recorded as net income gain for the period when the acquisition occurs, after re-confirmation of the attributed fair value.

If the process of accounting for business combinations is incomplete at the end of the combination occurs, the Group discloses this situation, and the amounts considered during the measurement period (the period between the acquisition date and the date on which the Group obtains full information about the facts and circumstances that existed at the acquisition date is a maximum of 12 months), or new assets and liabilities may be recognised to reflect facts and circumstances that existed on the financial position date and that, if known, would have affected the amounts recognised on the acquisition date.

Non-controlling interests are identified separately in equity attributable to the shareholders of the Parent Company. Noncontrolling interests may be measured initially either at their fair value of the fair value of the assets and liabilities of the acquired subsidiary. This option is made separately for each transaction.

After the initial recognition the book value of the minority interests is determined as the value recognised initially plus the proportion of alterations of equity of the subsidiary.

The full income of a subsidiary is attributed to the non-controlling interests even if it is negative.

Changes in the percentage control of subsidiaries that do not result in a loss in control as equity transactions. The value of the Group's interests and the non-controlling interests is adjusted to reflect the percentage changes. Any difference between the amount by which the non-controlling interests are adjusted and the transaction price is recognised directly under equity and attributed to the shareholders of the Parent Company.

When the Group loses control over a subsidiary, the gain or loss in the difference between (i) the aggregate amount of the fair value of the price and the retained interests and (ii) the book value of the assets (including goodwill) and the liabilities of the subsidiary and of the non-controlling interests. Amounts previously recognised as other comprehensive income are transferred to profit or loss of the period, or transferred to retained earnings in the same manner as they would be if the related assets or liabilities were disposed of. The fair value of the retained interests corresponds to the initial recognition for the effect of subsequent recording under IFRS 9 - Financial instruments or, as and when applicable, the initial recognition of an investment in an associate or joint venture.

c) Investments in associates and joint-ventures

An associate or joint-venture is a company in which the Group exercises significant influence, through participation in decisions relative to its financial and operating policies, but does not have control over it.

Financial investments in most of the associates (Note 24) are recorded through the equity method, except when they are classified as held for sale, with the shares initially stated at acquisition cost, which is increased according to the difference between this cost and the proportional value of the equity of these companies reported on the date of acquisition or first application of this method.

Pursuant to the equity method, financial holdings are adjusted periodically by the amount corresponding to the net income of the associates and joint-ventures against "Earnings from associates and through other changes in their equity against "Adjustments of holdings in associates and joint-ventures", as well as through the recognition of impairment losses. Furthermore, the dividends received from these companies are recorded as a reduction in the value of financial investments.

Losses in associates and joint ventures which exceed the investment made in these entities are not recognised unless the Group has undertaken liabilities for losses concerning these associates or joint ventures.

Any excess of the acquisition cost over the identifiable net assets is recorded as "Investments in associates and jointventures - goodwill". In cases where the acquisition cost is lower than the fair value of the difference is recorded as a gain on the statement results for the period in which the acquisition occurs.

Unrealised gains on transactions with associates and joint-ventures are eliminated in proportion to the associate and joint-venture, against the investment mad in that asscciate and joint-venture. Unrealised in a similar manner, but only to the extent that the loss does not show that the transferred asset is impaired.

Goodwill d)

Differences between the acquisition cost of the investments in subsidiaries, and joint-ventures, plus, in the case of subsidiaries, the value of the non-controlling interests and fair value of the identifiable assets and liabilities of their acquisition date, if positive, are recorded as goodwill (in the case of subsidiaries and joint-ventures) or maintained under the item "Investments in associates".

Goodwill is recorded as an asset and is not subject to amortisation. It is presented statement of financial position or under the item "Investments in associates and joint ventures" (Notes 18 and 23). Regarding the goodwill of subsidiaries, annually, or whenever there are indications of a possible loss in value, the goodwill values are subject to impairment loss is immediately recorded as expenses in the consolidated income statement for the period and is not subject to subsequent reversal.

Upon the disposal of a subsidiary, associate or joint-venture, the corresponding Goodwill is included in the capital gain or loss.

Where the acquisition cost is less than the fair value of the difference is recognised as a gain for the period in which the acquisition occurs.

2.4 - Intangible assets

Intangible assets essentially comprise contractual rights and costs incurred in specific projects with future economic value, and are stated at cost, minus accumulated depreciation and impairment losses are recognised only if it is probable that they will produce future economic benefits for the Group, are controllable by the Group and their value can be measured reliably.

Internally generated intangible assets, specifically current research and development expenses in the period in which they are incurred.

The internal expenses associated with maintenance and the development of software are recorded as expenses in the income statement when incurred, except when these expenses are directly associated with projects that are likely to generate future economic benefits for the Group. In such cases, these expenses are capitalised as intangible assets.

Amortisation is calculated, after the beginning of use of the straight-ine method, in accordance with the year of utility that the Group expects of the assets concerned.

2.5 - Tangible fixed assets

Tangible fixed assets used in production, services rendered or for administrative use are recorded at acquisition cost, including the expenses incurred with their acquisition, minus accumulated depreciation and impairment losses, when applicable.

However, for a homogeneous class of assets, on 31 December 2018 the revaluation model (revalued value less acumulated depreciation) as the accounting policy for the subsequent of these assets. Thus, the revalued amount corresponds to its fair value on the revaluation date.

Revaluations will be performed every two years, or whenever there are indications of changes in the value of assets, by indepent valuers so as to ensure that the carrying amount is not materially different from the amount which would be determined using fair value at the end of the reporting period.

If an asset's carrying amount is increased as a result of a revaluation, the increase is recognised under other comprehensive income and acumulated under equity in the "revaluation surplus" account. However, the increase is reverses a decrease in the revaluation of the same asset that was previously recognised under results.

If the carying amount of an asset is decreased as a result of a revaluation, the decrease is recognised under results. However, the decrease is recognised under other comprehensive income, up to the point of any credit balance existing in the revaluation surplus with respect to this asset. The decrease recognised uncome reduces the amount accumulated under equity, in the "Revaluation surplus" account.

Tangible fixed assets are depreciated through tine method, according to their estimated useful life, from the date on which they are available to be used for the intended purpose and cease become classified as non-current assets held for sale. Depreciation is calculated in accordance with the following estimated useful lives:

Service life in years
Buildings and other 5 - 50
Basic equipment 3 - 8
Transportation equipment: 3 - 7
Administrative equipment 2 - 10
Other tangible fixed assets 1 - 4

Improvements and upgrades are only recognised as assets when they correspond to the replacement of goods, which are written-off, or lead to an increase in future economic benefits.

Tangible fixed assets in progress correspond to tangible assets under construction and are recorded at acquisition cost minus any impairment losses. These tangible fixed assets are depreciated as from the underlying assets are able to be used for the intended purposes.

The gains and losses arising from the sale or write-off of property, plant and equipment are determined by the difference between the net realisable value and the net book value at the date recorded at the net income in the income in the income statement under "Other operating income and gains" or "Other operating expenses and losses", as applicable.

2.6 - Lease liabilities

Assets acquired under lease contracts, as well as the corresponding liabilities, are recorded by recognising the right-of-use asset, the corresponding accumulated depreciation and the debts pending settlement in accordance with the contractual financial plan.

In addition, interest included in the value of rent payments and right of use depreciations are recognised as expenses in the income statement and statement of other comprehensive income of the period to which they refer.

Low value leases are excluded from this procedure. These are leases with a total contractual value of less than 5000 euros, which are recorded through profit or loss according to the period to which they refer.

2.7 - Impairment of non-current assets, excluding goodwill

Impairment is assessed whenever events or changes indicate that the amount at which an asset is recognised might not be recovered. When such indications exist, the Group determines the recoverable value of the asset, so as to determine the possible extent of the impairment loss.

In situations where the individual asset does not generate cash flow independently of other assets, the recoverable value is estimated for the cash flow generating unit to which the asset belongs.

Whenever an asset's recorded value is higher than its recoverable amount, an impairment loss is recognised for the difference, which is recorded on the income statement under the item "Impairment of depreciable/amortisable assets and Goodwill".

The recoverable amount is either the fair value less disposal expenses or value-in-use, whichever is higher. The net is the amount that would be obtained from the sale of the asset in a transaction between independent and knowledgeable paries, minus expenses directly attributable to the sale. The value of estimated future cash flows that are expected from continued use of the asset and from its disposal at the end of its useful life. The recoverable amount is estimated for each individual asset or, when this is not possible, for the cash-generating unit to which the asset belongs.

The reversal of impairment losses is recorded when the recognised impairment losses no longer exist or have decreased. The reversal of impairment losses is recognised on the item "Impairment of depreciable/amortisable assets and Goodwill" for the period in which the reversal occurs. However, the impairment loss is reversed up to the amount that would have been recognised (net of amortisation or depreciation) if the impairment loss had not been recorded in prior years.

2.8 - Investment properties

Investment properties, which include land buildings held for leasing, capital appreciation, or both, are recorded initially at their acquisition price or at construction cost (in the case of own construction investment), including any directly attributable expenditure.

After their initial recognition, all the investment properties, including those that are under canstruction, are measured at their fair value reflecting market conditions on the reporting date. All the gains or losses resulting from changes in the fair value of investment properties are recognised in the income for the period in which they occur, and recorded under the item "Change in fair value of investment properties", included under "Other operating income and gains" or "Other operating expenses and losses", depending on whether they are gains or losses.

The fair value of each investment property is determined by the independent specialised entity and in compliance with evaluation criteria generally accepted by the real-estate market.

The expenses incurred for investment properties in use, including maintenance, repair, insurance and taxes, are recognised in the income statement for the period to which they refer. Improvements or upgrades as assets when they correspond to the replacement of goods, which are written-off, or lead to an increase in future economic benefits.

2.9 - Assets, liabilities and transactions in foreign currency

These financial statements are presented in euros, as this is the currency of the parent company.

Transactions carried out in currencies other than the euro are recorded at the rates prevailing on the transaction date. On each reporting date, the monetary assets and liabilities expressed in foreign currencies are converted into Euro using the exchange rates in force on that date. Non-monetary assets and liabilities recorded at fair value denominated in foreign currencies are converted into euros using the exchange rate in force on the date when the fair value was determined.

Favourable and unfavourable exchange rate differences between the exchange rates in force on the transaction date and those in force on the date of collection, payment or on the financial statement date, of these same transactions, are recorded as revenue and expenses on the income statement for the exception of those relating to non-monetary items, whose changes in fair value are recorded directly under equity in the item "Currency conversion adjustments" (Note 45).

The financial statements of subsidiary companies denominated in foreign currency are converted taking into exchange rate in force on the date of the financial statement, for the conversion of assets and liabilities, the historical exchange rate for converting the balances of the equity items, and average rates for the period, for converting the items under the income statement, other comprehensive income and cash flows.

Pursuant to IAS 21 - Effects of change rates ("AS 21"), the goodwill and fair value corrections determined upon the acquisition of foreign entities are considered in the reporting currency of these entities, and are exchange rate in force on the reporting date. Exchange rate differences created in this way are recorded under equity, in the item "Currency conversion adjustments" (Note 45).

2.10 - Companies in hyperinflationary economies

According to IAS 29 - "Financial reporting in hyperinflationary economies", the financial statements of an entity whose operating currency is the currency of a hyperinflationary economy, regardless of whether they are based on historical cost or current cost, must be expressed in terms of the current measurement unit at the end of the reporting period.

The standard mentions that hyperinflation is indicated by characteristics of a country's economic environment, specifically including the following characteristics:

a) the general population prefers to preserve its weath in a relatively stable foreign currency. Amounts of local currency that are held are immediately invested to maintain purchasing power;

b) the general population sees monetary amounts not in terms of a stable foreign currency. Prices may be quoted in that currency;

c) sales and purchases on credit are made at prices that compensate for the expected loss of purchasing power during the credit period, even if the period is short;

d) interest rates, wages and prices are linked to a price index; and

e) the rate of inflation accumulated over three years approaches or exceeds 100%.

Financial position statement

  • Amounts on the financial position statement that have not vet been expressed in terms of the current on the reference date of that statement were restated by applying a general price index;

  • Monetary items were not restated because they were already expressed in terms of the reporting period. Monetary items represent cash held and elements receivable or payable in cash;

  • Assets and liabilities that by agreement were linked to price changes, such as index-linked under the terms of the agreement in order to determine the balance amount at the end of the reporting period;

  • All other assets and liabilities were considered as non-monetary items were recorded at current amounts at the end of the reporting period, such as net realisable value and were therefore not restated. All other nonmonetary assets and liabilities have been restated;

  • Most non-monetary items were carried at cost less depreciation and accumulated impairment losses. Consequently, they were expressed in current amounts at their acquisition. The restated cost of each item was determined by applying the change in a general price index to its historical cost and to its accumulated amortisation/impairment loss between the date of its acquisition (or date of change of operating currency) and the reporting date. Therefore, tangible assets, inventories and goodwill were restated from the dates of their acquisition or change in operating currency;

  • Where applicable, the restated amount of non-monetary items is reduced to their recoverable amount by virtue of the estimated future use of the item or its divestment.

  • Items expressed at current cost (fair value) were not restated because they were already expressed in terms of the current measurement unit on the financial position statement date;

– Equity items, except for retained earnings and any revaluation surplus, were restated by applying a general price index, from the dates on which the respective amounts were constituted. Finally, the restated retained earnings were determined based on all other amounts of the restated statement of financial position.

Income statement

– The income statement generally reports current expenses and revenue at the time when the underlying transactions or events ocurred. Accordingly, the expenses with sales and depreciation of fixed assets are recorded at current expenses at the time of their consumption; and revenue and other current expenses are recorded at current amounts at the time they were incurred;

Net financial position

In a period of inflation, a company that holds an excess over monetary liabilities (net monetary position - debtor) loses purchasing power and consequently generates a loss; on the other hand, a company that holds an excess of monetary liabilities over monetary assets (net monetary position) gains purchasing power and consequently generates a gain, to the extent that the assets and liabilities are not indexed to a price level.

The gain or loss on the net monetary position was included in the net income for the period.

2.11 - Financing costs

Borrowing expenses are recognised in the income statement for the year to the extent that the financial ocsts of the loans received directly related to the acquisition and production of assets that take a substantial period of time to become ready for their intended use, are capitalised as part of the assets. The capitalisation of these costs begins after the beginning of the preparation of construction or development of the asset and is interrupted after the beginning of use or end of production or construction of the asset or when the project concerned is suspended. Any financial revenue arising from loans obtained in advance and which may be allocated to a specific investment is deducted from financial expenses eligible for capitalisation.

2 12 - Grants

Government grants are recognised at their fair value when that they will be received and that the Group will comply with the grant conditions.

Operating grants, particularly for employee training, are recognised in the income statement in accordance with expenses incurred.

Investment grants relating to the acquisition of tangible fixed assets are included under "Other non-current liablities" (as applicable) and are credited to the straight-line depreciation/amorisation/amorisation of the assess financed with the grants.

2.13 - Inventories

Goods and raw materials are stated at acquisition cost, using the average cost as the costing method.

Internediate and finished products and work in progress are stated at the weighted average cost of production, which includes the cost of the incorporated raw materials, labour and manufacturing the depreciation of production equipment calculated on the basis of normal usage levels), which is below the net realisable value corresponds to the normal sale price deducted from the costs to complete the production and from the commercialisation costs.

The difference between the cost value and respective realisation value of the latter is lower than the book value, is recorded as impairment losses in inventories.

2.14 - Provisions

Provisions are recognised when and only when i) the Group has a present obligation (legal or constructive) as a result of a past event, ii) it is probable that a transfer of economic be required to settle the obligation, and iii) a reliable estimate can be made of the amount of the obligation. The provisions are reviewed on each reporting date and adjusted to reflect the best estimate on that reporting date.

2.15 - Segment reporting

A business segment is a group of assets and operation of products and services subject to risks and benefits that are different from other business segment is a group of assets and operations involved in the provision of products and services in a specific economic environment, which is subject to risks and benefits differ segments that operate in other economic environments.

The Group presents business segments, in a manner consistent with the way the management conducts the business.

2.16 - Net operating income

Operating income includes all expenses and revenue from operations. Whether restructuring costs and opsts and revenue associated with operating assets (tangible assets). It also includes the capital gains or losses calculated on the sale of companies in the consolidation using the full consolidation method. Therefore, net financing costs, results from associates and joint ventures, results financial investments and income taxes are excluded from operating income.

2.17 - Financial instruments

Financial assets and financial liabilities are recognised when the Group becomes a party in the respective contractual relationship.

All recognised financial assets are subsequently measured at amortised cost or at their fair value, depending on the model adopted by the Group and the characteristics of their contractual cash flows.

Cash and cash equivalents a)

The amounts included in Cash and equivalent correspond to cash, bank deposits and other cash investments, with a maturity of less than three months and which can be mobilised immediately with no significant risk of change in value.

b) Debt instruments and accounts receivable

Debt instruments and accounts receivable are measured, when initially recognised, at their respective fair value and, subsequently, at their amortised cost, in accordance with the effective interest rate method. When there is evidence that they are impared, the corresponding adjustment is recorded through profit or loss under the item "Impairment of accounts recognised adjustment is measured by the difference between the value at which the accounts receivable are recognised and the present value of the cash flows discounted at the effective interest rate determined at their initial recognition.

Financial investments C)

Financial investments are recognised on the inherent risks and rewards are transferred substantially. They are initially recorded at their acquisition value, corresponding to fair value, including transaction costs.

Financial investments are classified as follows:

Financial investments at fair value through other comprehensive income

Financial assets at fair value through other comprehensive investments that are available for sale and are classified as non-current assets.

After initial recognition, financial assets at fair value through other comprehensive income are measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses in other comprehensive income. Upon their divestment, the cumulative gain or loss financial investments is not reclassified to the consolidated income statement, but is only transferred to the item "Retained earnings".

Associated dividends are recognised on the consolidated income statement when they are attributed/decided upon, unless they represent a recovery of part of the investment. Dividends are recorded on the consolidated income statement under "Results related to investment activities".

Financial investments at fair value through the income statement

Financial assets that do not meet the criteria to be measured at an at fair value through other comprehensive income are measured at fair value through the income statements.

Financial assets recorded at fair value through the income statement are measured at fair value determined at the end of each reporting period, with the respective gains or losses recognised on the consolidated income statement, unless they form part of a hedging relationship.

Equity instruments d)

Equity instruments are classified according to the contract regardless of their legal form. Equity instruments are contracts that have a residual interest in the Group's assets after deducting its liabilities.

Equity instruments issued by the Group are recorded at the amount received net of the costs incurred to issue them.

Accounts payable e)

Accounts payable are measured initially at fair value and subsequently at amortised cost in accordance with the effective interest rate method.

f) Obtained financing

Obtained financing is initially recorded as liabilities at the amount received, net of costs of issuing such loans and later measured by the amortised cost method. Financial expenses, calculated in accordance with the effective interest rate and including premiums payable, are recorded in accordance with the accrual principle for the periods.

2.18 - Pension liabilities

The Group offers a retirement plan to its employees.

This insurance plan was established in the context of a social and incentive policy for workers and is of the subsidiary companies where these benefits are attributed. Due to its optional nature, it is the exclusive decision of the respective administrations to make any appropriate contributions at any given time, taking into account current planned the economic and financial situation. Therefore, contributions made by the Group are recorded as costs on the date on which they are made.

2.19 - Income tax

Income tax for the period is calculated based on the companies included in the consolidation, and considers deferred taxation.

The current income tax rate is calculated based on the taxable income (which differs from accounting included in the consolidation in accordance with the tax rules in force at the head office of each company of the Group.

Deferred taxes refer to temporary differences between the amounts of assets and liabilities for accounting purposes and their amounts for taxation purposes, as well as the resulting tax benefits obtained.

Deferred tax assets and liabilities are calculated using tax rates that are expected to be in force at the date of reversal of the temporary differences, are not discounted as non-current assets or liabilities.

Deferred tax assets are only recorded when there are reasonable expectations of sufficient future tax profits to use them. On each reporting date, the temporary differences underlying deferred tax assets are reviewed to recognise or the current expectation of future recovery. Deferred tax liabilities are recognised for all taxable temporary differences.

2.20 - Contingent assets and liabilities

A contingent asset is a possible asset derived from past events and whose existence will only be confirmed by the occurrence or not of uncertain future events.

Contingent assets are not recognised in the consolidated financial statements but are disclosed when an inflow of future economic benefits is probable.

A contingent liability is (i) a possible liability arising from and whose existence will be confirmed by the occurrence or not of uncertain future events or (i) a present liability which is not recognised because it is unlikely that there will be an outflow of funds or the possible outflow of funds cannot be measured reliably.

Contingent liabilities are not recognised in the consolidated financial statements but are financial statements. unless the possibility of an outflow of funds affecting future economic benefits is remote, in which case they are not subject to disclosure.

2.21 - Revenue

Sales and services rendered are recognised on the income statement when there is a transfer of control of the goods or service rendered to the buyer and the amount of income is reasonably quantified. Returns of sold products are recorded as a reduction in sales, in the period to which they relate.

The Group recognises revenues from different businesses:

Construction:

The construction business involves a unique performance obligation of a certain work under the terms defined in the respective terms of reference and the guidance and requests made by clients during the Group believes that this performance obligation is met throughout the work execution period, since in situation to order, the asset does not have an alternative use and the Group has the right to receive compensation for work performed up until the reporting date. In this way, timing the recognition of the performance obligation occurs during that period, determined using the input method (degree of completion method), based on the costs incurred for the actual estimated margin for each project. As it is not a policy to provide project guarantees in excess of the Group has not identified any additional performance obligation related to extensions of the guarantee.

For the purpose of determining the total price of the variable components associated with it are taken into account, specifically discounts, bonuses, price reviews, penaties, additional work, requesy of expenses incurred, among other aspects.

Revenue from these variable components is reliably measurable and its realisation is highly likely, mitigating a potential significant reversal if it does not occur in the future.

It should also be noted that the revenue from these variable components is understood by the Group as a single performance obligation, i.e., it cannot be disassociated from the purpose established in the construction contract that was initially signed.

Whenever there is a significant time lag (more than 12 months) between the time that goods or services are made available to the client and the moment that they are paid for, an assessment is made of the potential existence of a significant financing component in the contract. If any, this component is treated as a stand-alone performance obligation, with the respective interest recognised as income over the estimated financing period.

In addition, the existence of a significant finances received from clients is also assessed. If applicable, that component is treated as a stand-alone performance obligation, and the respective interest is recognised as an expense over the estimated financing period.

If the situation in the previous paragraph does not occur at the level of advances received from clients. these are treated as unique performance obligations directly associated with the contracts to which they are related as liablities associated with contracts with clients. As at 31 December 2021, given the representative nature of one clients, as well as the fact that they are consumed in proportion as the management considers that there are no advances from clients that would fall under the concept of a significant financing component.

Real estate:

As regards the sale of real estate assets, the Group believes that its performance obligation is met at the time of delivery and when the corresponding transfer of control occurs. This is considered to occur at the public deed of purchase and sale, since until that moment the client does not benefit from the acquired asset and does not have control over it or access to it, and there are no other significant performance obligations to be met from that moment onwards. Particularly with regard to real este projects developed by the Group, where there is a commitment by the Group to sell assets with certain characteristics, the Group believes that, although the development of the asset and its characteristics are provided for in the promissory contract that is entered into, the Group has the ability to control the client does not have the ability to decide on changes or considerations about it. Therefore, the respective revenue is recognised at a momentioned public purchase and sale deed.

As regards the lease of real estate assets held by the performance obligation of Texeira Duarte consists of assigning the right of use, by leasing, of the real estate/store specifically referred to in each contract that is entered into. The Group believes that the revenue should be recognised over time, corresponding to the client simultaneously receives and enjoys the benefits arising from Teixeira Duarte's performance and execution upon the right of use during that period.

Hospitality:

With regard to hospitality services the Group believes that the obligation to perform the service, depending on its nature, occurs over time, as the service is provided. Therefore, it believes that revenue should be recognised over time, corresponding to the stay in a hotel, as the client enjoys the associated benefits during this performance obligations are established, particularly by requesting other services (Food & Beverage, SPA, or other services provided by the Group), these are recognised at a moment in time when the client obtains the benefits associated with them.

Distribution:

As regards distribution services, the Group believes that the performance obligation that it assumes towards of the sale/delivery of goods at a wholesale or retail market in the distribution network (supermarkets) held by the Texein Duarte Group. This oblication is met when the goods purchased by the client are delivered, as until this moment the acquired goods nor has control or access over it. Therefore, the respective revenue is recognised at that moment in time.

Automotive:

As regards the sale of cars, the Group considers that its performance obligation is met at the time of delivery and when the corresponding transfer of control occurs, since up to that meither benefits from the acquired goods nor has control or access over it. The Group believes that there are no other performance obligations or commitments established with clients under the respective contracts that are established.

Other services:

As recards other lines of revenue, particularly services provided to clients, of a continuous or occasional nature, it is understood that there are separate performance obliations when such agreements provide for various assets to be provided. from which the client can benefit separately. These are differentiated in the terms contracted between the Group believes that the revenue attributed to each performance obligation identified in the contracts is recognised at the moment that the respective control is transferred, particular over time or at a moment in time, based on its characteristics, depending on whether the client benefits from its execution over this same period or from a certain date.

2.22 - Accrual basis

Income and expenses are recorded according to the accrual principle, by which they are generated regardless of when they are received or paid. Income and expenses with an unknown real value are estimated.

Differences between invoiced amounts and the corresponding revenue and expenses are recorded under the items "Other current assets" and "Other current liabilities".

2.23 - Classification of financial position

Assets which are realisable and liabilities payable less than one year from the reporting date are classified, respectively, as current assets and liabilities.

Liabilities relative to which there is no unconditional right to defer their payment for a period of at least twelve months after the reporting date are also classified as current.

2.24 - Impairment of financial assets

The Group recognises expected impairments, measured at amortised cost or at fair value through other comprehensive income, as well as for accounts receivable from other debtors, and for assets associated with contracts with clients.

The anount of expected impairment losses for the aforementioned financial assets is updated at each reporting date in order to reflect the changes in credit risk that have occurred since the initial recognition of the respective financial assets.

Expected impairment losses are estimated using an uncollectibility matrix based on the Group's clients over the past seven years, adjusted for specific factors attributable to clients, as well as the macroeconomic conditions that are estimated for the future. To this end, the balances of clients and other debtors were grouped taking into account similar credit risk profiles (country, business unit, type of debtor - public or private, and others) and maturity ranges.

2.25 - Non-current assets held for sale

Non-current assets (or discontinued operations) are classified as held for sale whenever it is determined that their value will be recovered through their sale and not through their continued use. This situation is considered to occur only when: (j) the sale is highy probable; (i) the asset is available for sale immediately in its current conditions; (ii) the management is committed to a sales plan and, (iv) it is expected that the sale will take place within the period of twelve months.

Non-current assets (or discontinued operations) classified as held for sale are measured at their book value and respective fair value minus the costs of their sale.

2.26 - Earnings per share

Basic earnings per share are calculated by dividing the earnings attributable to ordinary shareholders of TD,SA, by the weighted average number of common shares in circulation during the period.

Diluted earnings per share is calculated by dividuale to TD,SA ordinary shareholders by the weighted average number of common shares in circulation during the period, adjusted for potential dilutive common shares.

Potential ordinary diuting shares can result from options over shares and other financial instruments issued by the Group, convertible into shares of the Company.

2.27 - Subsequent events

Events occurring after the financial positional information about conditions that existed at the date of the financial position are adequately reflected in the consolidated financial statements (Note 47).

3 - ALTERATIONS OF ACCOUNTING POLICIES, ESTIMATES AND ERRORS

During the period ended on 31 December 2021, there were no changes in accounting policies, estimates and errors compared to those considered in the preparation of the financial information for the period ended on 31 December 2020.

4 - COMPANIES INCLUDED IN THE CONSOLIDATION PERIMETER

As at 31 December 2021, Teixeira Duate, S.A. and the following subsidiaries were included in the consolidation, using the full method:

Corporate name Head office % Effective stake
INTERNAL MARKET
CONSTRUCTION
CONSTRUSALAMONDE, A.C.E. Edifício 2, Lagoas Park - Porto Salvo 100.00%
EPOS - Empresa Portuguesa de Obras Subterrâneas, S.A. Edifício 2, Lagoas Park - Porto Salvo 100.00%
SOMAFEL - Engenharia e Obras Ferroviárias, S.A. Edifício 2, Lagoas Park - Porto Salvo 67.74%
TEIXEIRA DUARTE - Engenharia e Construções, S.A. Edifício 2, Lagoas Park - Porto Salvo 100.00%
TEIXEIRA DUARTE - SOMAFEL - Viadutos do Campo Grande,
A.C.E.
Edifício 2, Lagoas Park - Porto Salvo 92.90%
CONCESSIONS AND SERVICES
DPLG - Desenvolvimento do Terminal Especializado de
Contentores do Porto de La Guaira, Sociedade Unipessoal,
Lda.
Rua das Pretas, 4 - Fração 4 D - Funchal 100.00%
TDAP - Atividades Portuárias, S.A. Rua das Pretas, 4 - Fração 4 D - Funchal 100.00%
TDGI - Tecnologia de Gestão de Imóveis, S.A. Edifício 2, Lagoas Park - Porto Salvo 100.00%
TDGI Manutenção, A.C.E. Edifício 2, Lagoas Park - Porto Salvo 100.00%
REAL ESTATE
EMPREENDIMENTOS IMOBILIARIÓS 01, Unipessoal Lda. Edifício 2, Lagoas Park - Porto Salvo 100.00%
FUNDO DE INVESTIMENTO IMOBILIÁRIO FECHADO TDF Av. Professor Doutor Cavaco Silva, Parque das Tecnologias,
Edifício 3 - Porto Salvo
100.00%
IMOPEDROUÇOS - Sociedade Imobiliária, S.A. Edifício 2, Lagoas Park - Porto Salvo 100.00%
IMOTD - Sociedade Gestora de Participações Sociais, S.A. Edifício 2, Lagoas Park - Porto Salvo 100.00%
MALANGA - Investimentos Imobiliários, Unipessoal Lda. Edifício 2, Lagoas Park - Porto Salvo 100.00%
QUINTA DE CRAVEL - Imobiliária, S.A. Edifício 2, Lagoas Park - Porto Salvo 100.00%
TD VIA - Sociedade Imobiliária, S.A. Edifício 2, Lagoas Park - Porto Salvo 93.75%
TEIXEIRA DUARTE - Gestão de Participações e Investimentos
Imobiliários, S.A.
Edifício 2, Lagoas Park - Porto Salvo 100.00%
TEIXEIRA DUARTE REAL ESTATE, S.A. Edifício 2, Lagoas Park - Porto Salvo 100.00%
TD AM, S.A. Edifício 2, Lagoas Park - Porto Salvo 100.00%
V8 - Gestão Imobiliária, S.A. Edifício 2, Lagoas Park - Porto Salvo 100.00%
Corporate name Head office % Effective stake
HOSPITALITY
EŜTA - Gestão de Hotéis, S.A.
Edifício 2, Lagoas Park - Porto Salvo 100.00%
GO CORP TRAVEL SOLUTIONS - Agência de Viagens, S.A. Rua Encosta das Lagoas, nº 8 - Porto Salvo 100.00%
LAGOAS HOTEL, S.A. Edifício 2, Lagoas Park - Porto Salvo 100.00%
SINERAMA - Organizações Turísticas e Hoteleiras, S.A. Edifício 2, Lagoas Park - Porto Salvo 100.00%
TDH - Sociedade Gestora de Participações Sociais, S.A. Edifício 2, Lagoas Park - Porto Salvo 100.00%
TDHC - Instalações para Desporto e Saúde, S.A. Edifício 2, Lagoas Park - Porto Salvo 100.00%
DISTRIBUTION
TEDAL - Participações e Distribuição, S.A. Edifício 2, Lagoas Park - Porto Salvo 100.00%
TEDAL II - Distribuição e Investimentos, S.A. Edifício 2, Lagoas Park - Porto Salvo 100.00%
TEIXEIRA DUARTE - Distribuição, S.A. Edifício 2, Lagoas Park - Porto Salvo 100.00%
AUTOMOTIVE
SMOTORS, S.A. Edifício 2, Lagoas Park - Porto Salvo 100.00%
TDO - Investimento e Gestão, S.A. Edifício 2, Lagoas Park - Porto Salvo 100.00%
TEDAL III - Automóveis e Investimentos, S.A. Edifício 2, Lagoas Park - Porto Salvo 100.00%
TEDAL IV - Participações e Automóveis, S.A. Edifício 2, Lagoas Park - Porto Salvo 100.00%
OTHER
C + P.A. - Cimento e Produtos Associados, S.A. Edifício 2, Lagoas Park - Porto Salvo 100.00%
TDO - Sociedade Gestora de Participações Sociais, S.A. Edifício 2, Lagoas Park - Porto Salvo 100.00%
TEDAL - Sociedade Gestora de Participações Sociais, S.A. Edifício 2, Lagoas Park - Porto Salvo 100.00%
EXTERNAL MARKET

SOUTH AFRICA

CONSTRUCTION

Global Net Distributors (Pty) Ltd. 10 Ninth Avenue - Northmead, Gauteng 1501 100.00%
ANGOLA
CONCESSIONS AND SERVICES
EDUCARE - Actividades Educativas e Culturais (SU), Lda. Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento
(Maxipark), Edifício Teixeira Duarte, nº 387, Luanda
100.00%
TDGI - Tecnologia de Gestão de Imóveis, Lda. Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento
(Maxipark), Edifício Teixeira Duarte, nº 387, Luanda
42.40%
REAL ESTATE
AFRIMO - Empreendimentos Imobiliários, Lda. Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento
(Maxipark), Edifício Teixeira Duarte, nº 387, Luanda
51.00%
TEIXEIRA DUARTE - Engenharia e Construções (Angola), Lda. Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento
(Maxipark), Edifício Teixeira Duarte, nº 387, Luanda
100.00%

248

Teixeira Duarte | Report and Accounts 2021

Corporate name Head office % Effective stake
HOSPITALITY
ALVALADE - Empreendimentos Turísticos e Hoteleiros, Lda. Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento
(Maxipark), Edifício Teixeira Duarte, nº 387, Luanda
100.00%
ANGOPREDIAL - Empreendimentos Imobiliários (SU), Lda. Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento
(Maxipark), Edifício Teixeira Duarte, nº 387, Luanda
100.00%
HOTEL TROPICO, S.A. Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento
(Maxipark), Edifício Teixeira Duarte, nº 387, Luanda
80.00%
HOTEL BAIA (SU), Lda. Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento
(Maxipark), Edifício Teixeira Duarte, nº 387, Luanda
100.00%
DISTRIBUTION
CND - Companhia Nacional de Distribuição (SU), Lda. Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento
(Maxipark), Edifício Teixeira Duarte, nº 387, Luanda
100.00%
COM 1 - Comércio e Distribuição, Lda. Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento
(Maxipark), Edifício Teixeira Duarte, nº 387, Luanda
100.00%
DCG - Distribuição e Comércio Geral (SU), Lda. Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento
(Maxipark), Edifício Teixeira Duarte, nº 387, Luanda
100.00%
IMO 1 - Empreendimentos Imobiliários (SU), Lda. Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento
(Maxipark), Edifício Teixeira Duarte, nº 387, Luanda
100.00%
OCC - Operador Central de Comércio, Lda. Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento
(Maxipark), Edifício Teixeira Duarte, nº 387, Luanda
80.00%
AUTOMOTIVE
AUTO 1 - Comércio Automóvel, Lda. Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento
(Maxipark), Edifício Teixeira Duarte, nº 387, Luanda
100.00%
AUTO COMPETIÇAO ANGOLA (SU), Lda. Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento
(Maxipark), Edifício Teixeira Duarte, nº 387, Luanda
100.00%
AUTO 8 (SU), Lda. Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento
(Maxipark), Edifício Teixeira Duarte, nº 387, Luanda
100.00%
COMERCIO DE AUTOMOVEIS (SU), Lda. Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento
(Maxipark), Edifício Teixeira Duarte, nº 387, Luanda
100.00%
TDA - Comércio e Indústria (SU), Lda. Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento
(Maxipark), Edifício Teixeira Duarte, nº 387, Luanda
100.00%
OTHER
INVESTIPART - Participações e Investimentos, S.A. Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento
(Maxipark), Edifício Teixeira Duarte, nº 387, Luanda
36.00%
ALGERIA
CONSTRUCTION
TEIXEIRA DUARTE ALGERIE, SPA 8 Roeute Ben Aknoun, Rés de Chaussée El Biar - Alger 99.94%
BELGIUM
CONCESSIONS AND SERVICES
TDGI, S.A. Avenue Jean-Monnet, 1, 1348 Louvain-La-Neuve - RPM Bruxelles 100.00%
BRAZIL
CONSTRUCTION
EMPA, S.A. - Serviços de Engenharia AV. das Nações Unidas, 12901, Conj. N-201, sala 07, 2.º andar
Torre Norte, Centro Empresarial Nações Unidas, Brooklin São
100.00%
SOMAFEL - Obras Ferroviárias e Marítimas, Ltda. Paulo, CEP 04578-910
AV. das Nações Unidas, 12901, Conj. N-201, sala 04, 2.º andar
Torre Norte, Centro Empresarial Nações Unidas, Brooklin São
Paulo, CEP 04578-910
67.74%
CONCESSIONS AND SERVICES
PAREDAO de Minas Energia, S.A. Rua Paraíba, 1000, 12º andar - Parte Bairro Savassi - Belo
Horizonte
100.00%
Corporate name
GONGOJI Montante Energia, S.A.
Head office
Rua Paraíba, 1000, 12º andar - Parte Bairro Savassi - Belo
Horizonte
% Effective stake
100.00%
TDGI FACILITIES E MANUTENÇAO DE INSTALAÇÕES LTDA. AV. das Nações Unidas, 12901, Conj. N-201, sala 05, 2.º andar
Torre Norte, Centro Empresarial Nações Unidas, Brooklin São
Paulo, CEP 04578-910
100.00%
REAL ESTATE
TDPG - Empreendimentos Imobiliários e Hoteleiros, Ltda. Rua Irene Ramos Gomes de Matteo, nº 97 - Casa 097 Pina -
Recife
100.00%
TDSP - Participações, Ltda. Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 01 Itaim Bibi
- São Paulo
100.00%
TDSP - Elisa de Moraes Empreendimentos Imobiliários SPE,
Ltda.
Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 02 Itaim Bibi
- São Paulo
90.00%
TDSP - Bela Vista Empreendimentos Imobiliários SPE, Ltda. Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 06 Itaim Bibi
- São Paulo
92.65%
TDSP - Galeno de Castro Empreendimentos Imobiliários SPE,
Ltda.
Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 03 Itaim Bibi
- São Paulo
92.65%
TDSP - Maratona Empreendimentos Imobiliários SPE, Ltda. Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 08 Itaim Bibi
- São Paulo
92.65%
TDSP - Direitos Humanos Empreendimentos Imobiliários SPE,
Ltda.
Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 04 Itaim Bibi
- São Paulo
92.65%
TDSP - Alta Vista Empreendimentos Imobiliários SPE, Ltda. Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 19 Itaim Bibi
- São Paulo
92.65%
TDSP - Verum Mooca Empreendimentos Imobiliários SPE,
Ltda.
Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 18 Itaim Bibi
- São Paulo
100.00%
TDSP - Gilberto Sabino Empreendimentos Imobiliários, Ltda. Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 05 Itaim Bibi
- São Paulo
100.00%
TDSP - Alta Vista II Empreendimentos Imobiliários SPE, Ltda. Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 20 Itaim Bibi
- São Paulo
92.65%
TDSP - Gualaxos Empreendimentos Imobiliários SPE, Ltda. Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 07 Itaim Bibi
- São Paulo
100.00%
TDSP - Alta Vista III Empreendimentos Imobiliários SPE, Ltda. Rua Iguatemi, nº 448, 10º andar Conjunto 1001, Itaim Bibi - São
Paulo
92.65%
TDSP - Zanzibar Empreendimentos Imobiliários SPE, Ltda. Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 09 Itaim Bibi
- São Paulo
92.50%
TDSP - Dionísio da Costa Empreendimentos Imobiliários SPE,
Ltda.
Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 10 Itaim Bibi
- São Paulo
92.50%
TDSP - Baceunas Empreendimentos Imobiliários SPE, Ltda. Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 11 Itaim Bibi
- São Paulo
100.00%
TDSP - Maria de Jesus Empreendimentos Imobiliários SPE,
Ltda.
Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 12 Itaim Bibi
- San Paulo
95.00%
TDSP - Volta Redonda Empreendimentos Imobiliários SPE,
Ltda.
Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 13 Itaim Bibi
- São Paulo
95.00%
TDSP - Nilo Empreendimentos Imobiliários SPE, Ltda. Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 14 Itaim Bibi
- São Paulo
100.00%
TDSP - Alta Vista IV Empreendimentos Imobiliários SPE, Ltda. Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 15 Itaim Bibi
- São Paulo
92.65%
TDSP - Princesa Isabel Empreendimentos Imobiliários SPE,
Ltda.
Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 16 Itaim Bibi
- São Paulo
90.00%
TDSP - Carolina Ribeiro - Empreendimentos Imobiliários SPE,
Ltda.
Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 17 Itaim Bibi
- São Paulo
95.00%
TDSP - Furnas Empreendimentos Imobiliários SPE, Ltda. Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 23 Itaim Bibi
- São Paulo
91.00%
Ltda. TDSP - Fernandes Moreira Empreendimentos Includerni, nº 448, 10º andar Conjunto 1001, sala 20 Itaim Bibli
- São Paulo
100.00%
TDSP - 20 Empreendimentos Imobiliários SPE, Ltda Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 22 Itaim Bibi 100.00%
Corporate name
TDSP - 21 Empreendimentos Imobiliários SPE, Ltda
Head office
Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 24 Itaim Bibi
- São Paulo
% Effective stake
100.00%
TDSP - Costa Junior Empreendimentos Imobiliários SPE, Ltda Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 25 Itaim Bibi
- São Paulo
100.00%
OTHER
EMES - Participações, Ltda. AV. das Nações Unidas, 12901, Conj. N-201, sala 06, 2.º andar
Torre Norte, Centro Empresarial Nações Unidas, Brooklin São
100.00%
COLOMBIA Paulo, CEP 04578-910
CONSTRUCTION
TEIXEIRA DUARTE - Engenharia e Construções (Colômbia)
S.A.S.
Carrera 11 nº 94 - 02 oficina 201, Centro empresarial Manhattan,
Bogotá
100.00%
SPAIN
CONSTRUCTION
UTE VIANA Av. Alberto Alcocer, 24 - 7º Madrid 100.00%
CONCESSIONS AND SERVICES
RECOLTE, Servicios Y Medioambiente, S.A. Sociedade
Unipersonal.
Calle Caleruega 76, piso 1.º, Oficina 1, 28033 Madrid 100.00%
TDGI - Mantenimiento y Servicios Integrales, S.L. Calle Caleruega 76, piso 1.º, Oficina 1, 28033 Madrid 100.00%
UNITED STATES OF AMERICA
CONSTRUCTION
TEIXEIRA DUARTE CONSTRUCTION SERVICES, LLC 1030 Salem Road, Union, NJ 07083 100.00%
REAL ESTATE
TDRE INVESTMENTS, LLC. 4100 Spring Valley Road, Suite 310, Dallas, Texas 75244 100.00%
TDRE LEE PARK, LLC. 4100 Spring Valley Road, Suite 310, Dallas, Texas 75244 100.00%
TDRE HOOD, LLC. 4100 Spring Valley Road, Suite 300, Dallas, Texas 75244 100.00%
GABON
CONSTRUCTION
SOMAFEL GABON, SARL Unipersonnelle Zone Industrielle Owendo, Libreville, Gabon 100.00%
MACAO
CONSTRUCTION
TEIXEIRA DUARTE - Engenharia e Construções (Macau), Lda.
andar, Macau
100.00%
MOZAMBIQUE
CONSTRUCTION
TEIXEIRA DUARTE - Engenharia e Construções (Moçambique), Av. Július Nyerere, nº 130 Maputo
Lda.
100.00%
CONCESSIONS AND SERVICES
TDGI - Tecnologia de Gestão de Imóveis, Lda. Av. Július Nyerere, nº 130 Maputo 100.00%
REAL ESTATE
IMOPAR - Centro Comercial de Maputo, S.A. Av. Július Nyerere, nº 130 Maputo 100.00%
MALANGA - Empreendimentos Imobiliários, S.A. Av. Július Nyerere, nº 4 - R/C Maputo 99.75%

Teixeira Duarte | Report and Accounts 2021

Corporate name Head office % Effective stake
IMOC - Empreendimentos Imobiliários, S.A. Av. Július Nyerere, nº 130 Maputo 99.99%
HOSPITALITY
AVENIDA - Empreendimentos Turísticos e Hoteleiros, Lda. Av. Július Nyerere, nº 627 Maputo 100.00%
SOCIEDADE HOTEL TIVOLI, Lda. Av. 25 de Setembro, 1321 Maputo 65.00%
TIVOLI BEIRA - Hotelaria e Serviços, Lda. Av. Július Nyerere, nº 130 Maputo 100.00%
OTHER
INVESTIMOC, S.A. Av. Július Nyerere, nº 4 Maputo 100.00%
PERU
CONSTRUCTION
TEIXEIRA DUARTE PERU - Ingeniería y Construcciones,
Sociedad Anonima Cerrada
Avenida Arenales, nº 773, Lima 100.00%
VENFZUFI A
CONSTRUCTION
CONSORCIO BOYACA - LA GUAIRA Av. San Juan Bosco, Edifício Centra Altamira Piso 5, Oficina 54,
Urb. Altamira, Caracas
57.20%
TEGAVEN - Teixeira Duarte y Asociados, C.A. Av. Venezuela del Rosal con Calle, Mohedano, Torre JWM, Piso 5,
Of. 5-2, Urb El Rosal - Caracas
100.00%

5 - CHANGES IN THE CONSOLIDATION PERIMETER

During the period ended on 31 December 2021, the company IMOC - Empreendimentos Imobiliários, S.A. entered the consolidation perimeter in relation to the consolidation perimeter as at 31 December 2020 in the Real Estate segment. On the other were exits due to the sale of the companies Vauco - Automóveis e Equipamentos, Lda and Taboquinha Energia S.A. of the Automotive and Concessions, and Services segments, respectively.

The impact of these changes was as follows:

Assets
Intangible assets (Note 19) (445)
Tangible fixed assets (Note 20) 1,878
Investment properties (Note 21) 907
Financial investments in Group companies 14,094
Deferred tax assets (Note 26) (14)
Inventories (Notes 9 and 10) (261)
Clients (114)
Other credit receivable 2,967
Cash and cash equivalents 185
Other current assets 399
Total assets 19,596
Liability
Provisions (Note 36) (447)
Deterred tax liabilities (Note 26) 806
Suppliers (100)
Advance payments from clients (6)
Other accounts payable (83)
Other current liabilities 275
Total liabilities 439

These divestments resulted in a loss of 674 thousand euros for the Group (Note 13).

During the period ended on 31 December 2021, the Group also dissolved and constituted the following companies:

Dissolutions

Other:

  • Levenel, Limited.

Incorporations

Real estate:

  • Empreendimentos Imobiliários 01, Unipessoal Lda.;
  • TDSP Costa Junior Empreendimentos Imobiliários SPE, Ltda.

Other:

  • Investimoc, S.A.

6 - EXCHANGE RATES

The exchange rates used to convert the assets and liabilities expressed in foreign currency to euros as at 31 December 2021 and 2020, as well as the results of operations caried out in countries with a functional currency other than the euro, for the periods ended on 31 December 2021 and 2020, were as follows:

Closing exchange rate Mean exchange rate
Currency 2021 2020 Var 2021 2020 Var
Venezuelan Bolivar 5.2116 1,225,801.9000 5.2116 1,225,801.9000
Algerian Dinar 156.4290 161.4373 3.1% 159.4681 144.6605 (10.2)%
Kuwaiti Dinar 0.3422 0.3727 8.2% 0.3574 0.3506 (1.9)%
Tunisian Dinar 3.2507 3.3054 1.7% 3.2879 3.2001 (2.7)%
Moroccan Dirham 10.4751 10.9233 4.1% 10.6626 10.8314 1.6%
US Dollar 1.1326 1.2271 7.7% 1.1851 1.1452 (3.5)%
Cape Verde Escudo 110.2650 110.2650 110.2650 110.2650
CFA Franc BEAC 655.9570 655.9570 655.9570 655.9570
Angolan Kwanza 635.7510 797.1291 20.2% 739.7491 655.8875 (12.8)%
Mozambican Metical 71.5800 91.0500 21.4% 77.4849 78.9292 1.8%
Peruvian Novo Sol 4.5136 4.4409 (1.6)% 4.5878 4.0059 (14.5)%
Macanese Pataca 9.0983 9.7996 7.2% 9.4872 9.1516 (3.7)%
Colombian Peso 4,604.4800 4,189.9300 (9.9)% 4.440.0576 4,216.3938 (5.3)%
South African Rand 18.0625 18.0219 (0.2)% 17.6253 18.6726 5.6%
Brazilian Real 6.3101 6.3735 1.0% 6.3782 5.8847 (8.4)%

7 - INFORMATION BY OPERATING SEGMENTS

The Group organises its activity according to the following business segments:

  • Construction;
  • Concessions and services;
  • Real estate;
  • Hospitality;
  • Distribution;
  • Automotive.

Sales and services rendered and the results of each of the above operating segments for the periods ended on 31 December 2021 and 2020 were as follows:

Sales and services rendered
2021 2020 Operating results
Segment External
clients
Intersegmental Total External
clients
Intersegmental Total 2021 2020
Construction (Note 31) 300,880 57,826 358,706 337,766 40,402 378,168 (84,426) 5,394
Concessions and services 85,144 4,750 89,894 102,171 5,701 107,872 (28,968) 9,397
Real estate 39,230 6,679 45,909 52,085 6,382 58,467 17,153 38,592
Hospitality 31,498 545 32,043 30,423 522 30,945 3,890 4,872
Distribution 61,660 රිවිධ 62,619 70,976 820 71,796 (1,390) 1,555
Automotive 20,824 1,070 21,894 14,945 743 15,688 (3,768) (4,103)
Not allocated to segments (4,903) (3,321)
Eliminations (71,829) (71,829) (54,570) (54,570) 38
539,236 539,236 608,366 608,366 (102,412) 52,424
Financial expenses and losses (Note 14) (96,895) (91,026)
Financial revenue and gains (Note 14) 64,867 49,647
Results related to investment activities
(Note 14)
(1,103) 2,139
Earnings before tax (135,543) 13,184

Inter-segmental transactions are carried out underms, equivalent to transactions conducted with third parties.

Other information:

Fixed capital expenditure Depreciation and amortisation
expenses
lmpairment of depreciable/amortisable
assets and goodwill (losses/reversals)
Provisions
increases/reductions)
Segment 2021 2020 2021 2020 2021 2020 2021 2020
Construction 10.762 18.238 (18,327) (21,959) (883) (114) 5,583 (3,140)
Concessions and services 269 211 (2,537) (3,129) (28,735) 407 રૂદિ 270
Real estate 47,847 36.627 (2,450) (2,453) (166) 89 (258)
Hospitality 1,584 791 (7,978) (7,779) 4 33
Distribution 4.575 271 (4,611) (5,319) 928 (2) 80
Automotive 55 108 (7,668) (5,395) (3) 36
Not allocated to segments (194) (278)
65,092 56.246 (43,765) (46,312) (29,784) 1,221 5,707 (2,979)

The assets and liabilities of the segments and the consolidated total, as at 31 December 2021 and 2020, are as follows:

Assets
2021 2020 Liabilities
Seament Investments in
associates and
joint-ventures (Note
23
Financial assets
at fair value
through other
comprehensive
income (Note 24)
Other assets Total Investments in
associates and
joint-ventures (Note
23)
Financial assets at
fair value through
other
comprehensive
income (Note 24)
Other assets Total (*) 2021 2020
Construction 2,261 793 ,203,212 1,206,266 2,546 574 1,155,078 1,158,198 887,164 916,499
Concessions and services 3.000 177 89,515 92,692 2,623 132 107,540 110,295 52,032 44,015
Real estate 3.647 725 1,311,594 1,315,966 3.695 642 1,058,002 1,062,339 636,790 516.055
Hospitality 25 264,061 264,090 22 232,443 232,465 81,187 69,982
Distribution 19 195,202 195,221 15 165,949 165,964 81,004 67,458
Automotive 0 212,157 212,166 180,248 180,255 72,916 54,869
Not allocated to segments 9.701 ,628,214 1,637,915 9.999 10,256 1,511,965 1,532,220 820,312 808,705
Eliminations (3,276,611) (3,276,611) (2,842,093) (2,842,093) (1.172.905) (1,116,205)
8,908 11.453 1,627,344 1,647,705 18,863 11.648 1,569,132 1,599,643 1,458,500 1,361,378

(*) The item "Other Assets" was restated between segments in the period ended on 31 December 2020 in order the comparability of values between periods.

Sales and services rendered and information about non-monetary assets, by geographic segment, had the following composition in the periods ended on 31 December 2021 and 2020:

Sales and services rendered Non-monetary non-current
assets
Geographic segment 2021 2020 2021 2020
Portugal 196,814 188,025 283,051 264,440
Angola 130,564 134.875 465,850 381,344
Algeria a) (53,258) 71.113 1,058 4,967
Brazi 156,014 125,269 14.681 18,642
Spain 13.981 29.499 5,439 6,050
Mozambique 26,286 15,648 33,294 25,389
Venezuela 9,280 13.074 966 31,822
Other markets 59.555 30.863 2,702 2,811
539,236 608,366 807,041 735.465

a) The sales and provision of services registered in Algeria were impacted by the six works in Algeria, through the derecognition of increases in income from these six contracts, with a negative impact of 73,123 thousand euros on sales and provision of services.

Non-current non-monetary assets include the items of goodwill, intangible assets, property, plant and equipment, right of use and investment properties.

8 - OPERATING REVENUE

Operating revenue was as follows in the periods ended on 31 December 2021 and 2020:

2021 2020
Sales and services rendered 539,236 608.366
Other operating income:
Change in fair value of investment properties (Note 21) 71,294 68,826
Exchange rate differences 4,522 18.130
Supplementary income 4,107 6,157
Sales of assets a) 4,010 7,164
Works for own company b) 1,463 1,877
Indemnity 665 1.134
Corrections related to prior financial years 568 353
Tax refund 551 1,587
Other operating income c) 11,038 8,972
98,218 114.200
637 454 722 566

a) In the period ended on 31 December 2021, the indicated income was obtained from the sale of property, plant and equipment of the value of 3.722 thousand euros (7,162 thousand euros in the period ended on 31 December 2020), with the sale of investment properties of 58 thousand euros and the sale of intangible assets of 230 thousand euros (Note 21).

The period ended on 31 December 2020 also includes the sale of the company "Lagoasfut - Equipamento Recreativo, S.A.", with a gain of 2 thousand euros having been recorded.

  • b) Work for the company essentially involves the upgrading of equipment.
  • c) This item includes, for the period ended on 31 December 2021, income related to compensatory interest of the value of 1,041 thousand euros as a result of a stamp duty recovery process and the value of 3,358 thousand euros relating to the refund of charges incurred with a bank guarantee related to corporate income tax ("IRC") enforcement proceedings for 2008.

In the period ended on 31 December 2020, this item includes the value of 2,760 thousand euros of income received for the fulfiment of contractual requirements (earn out) entered into at the sale of the subsidiary "Lagoas Park, S.A.".

Net exchange rate differences posted for the periods ended on 31 December 2021 and 2020 are due to payments and revenues, as well as to exchange rate updates to balances, recorded based on currencies other than the euro.

9 - COST OF SALES

During the periods ended on 31 December 2021 and 2020, the costs of sales were calculated as follows:

Raw materials
and
consumables
Goods Total
Gross assets:
Balance as at 31 December 2019 13,326 45,290 58,616
Cost of the period (81,336) (101,118) (182,454)
Purchases 83,042 106,197 189,239
Currency conversion adjustments (3,487) (17,458) (20,945)
Balance as at 31 December 2020 11,545 32,911 44,456
Cost of the period (98,675) (79,155) (177,830)
Purchases 99,117 115,458 214,575
Currency conversion adjustments (200) 5,418 5,218
Perimeter variation (Note 5) (264) (264)
Balance as at 31 December 2021 11,787 74,368 86,155
Accumulated impairment losses in inventories:
Balance as at 31 December 2019 1,006 2,788 3,794
Reinforcements 83 429 512
Reductions (13) (105) (118)
Currency conversion adjustments (110) (928) (1,038)
Balance as at 31 December 2020 966 2,184 3,150
Reinforcements 209 492 701
Reductions (69) (341) (410)
Settlements (1,218) (1,218)
Currency conversion adjustments 55 555 610
Balance as at 31 December 2021 1,161 1,672 2,832
Net value as at 31 December 2020 10,579 30,727 41,306
Net value as at 31 December 2021 10,626 72,696 83,322

10 - CHANGE IN PRODUCTION

The statement of change in production that occurred in the periods ended on 31 December 2021 and 2020 is as follows:

Ongoing
products and
works
Finished and
intermediate
products
Total
Gross assets:
Balance as at 31 December 2019 155,439 2,877 158,316
Variation of Production 1,368 (81) 1,287
Settlements (15,316) (125) (15,441)
Currency conversion adjustments (10,536) (10,536)
Balance as at 31 December 2020 130,955 2,671 133,626
Variation of Production 5,319 (365) 4,954
Settlements 3,436 (22) 3,414
Currency conversion adjustments 888 888
Perimeter variation (Note 5) 3 3
Balance as at 31 December 2021 140,598 2,287 142,885
Accumulated impairment losses in inventories:
Balance as at 31 December 2019 11,028 11,028
Reinforcements 2,396 196 2,592
Reductions (10,000) (10,000)
Currency conversion adjustments (106) (106)
Balance as at 31 December 2020 3.318 196 3,514
Reinforcements 1 4 5
Reductions (46) (5) (51)
Uses (1,985) (1,985)
Currency conversion adjustments 1 1
Balance as at 31 December 2021 1,289 195 1,484
Net value as at 31 December 2020 127,638 2,475 130,113
Net value as at 31 December 2021 139,309 2,092 141,401

As at 31 December 2021 and 2020 inventories are detailed as follows:

2021 2020
Raw materials and consumables 10,626 10.579
Goods 72.696 30.727
Ongoing products and works 139.309 127.638
Finished and intermediate products 2.092 2,475
224.723 171.419

As at 31 December 2021 and 2020, the real estate developments, shown under products and work in progress, are being developed by the following entities:

2021 2020
TD VIA - Sociedade Imobiliária, S.A. 47,667 44,173
V8 - Gestão Imobiliária, S.A. 19.793 16,534
QUINTA DE CRAVEL - Imobiliária, S.A. 14.912 16,301
TDSP - Nilo Empreendimentos Imobiliários SPE, Ltda. 13.180 7,971
TDSP - Carolina Ribeiro - Empreendimentos Imobiliários SPE, Ltda. 9,170 5,545
TDSP - Costa Junior Empreend Imobiliários SPE, Ltda. 8,113
TDSP - Furnas Empreendimentos Imobiliários SPE, Ltda. 7,943 6,415
TDSP - Princesa Isabel Empreendimentos Imobiliários SPE, Ltda. 5,397 4,417
TDSP - Fernandes Moreira Empreend Imobiliários SPE, Ltda. 4,974 6
TDSP - Alta Vista III Empreendimentos Imobiliários SPE, Ltda. 3,444 1,362
TDSP - Bela Vista Empreendimentos Imobiliários, Ltda. 2,093 2,026
TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. 1,433 1,433
TDPG - Empreendimentos Imobiliários e Hoteleiros, Ltda. 587 581
TDSP - Maria de Jesus Empreendimentos Imobiliários SPE, Ltda. 395 11,923
TDRE LEE PARK, LLC. 4,189
TDSP - Galeno de Castro Empreendimentos Imobiliários SPE, Ltda. 3,138
TDSP - Baceunas Empreendimentos Imobiliários SPE, Ltda. 967
TEIXEIRA DUARTE REAL ESTATE, S.A. 368
Other 206 289
139,309 127,638

As at 31 December 2021 and 2020, the following inventories were pledged as collateral for liabilities:

Geography 2021 2020
Portugal Mortgage of 9 Lots Santa Marinha Design District
Development
Mortgage of 10 Lots Santa Marinha Design District
Development
Portugal Mortgage of 7 Lots Mafamude Mortgage of 9 Lots Mafamude
Portugal Mortgage of the Magnolia Development Mortgage of the Magnolia and Coina Development
Portugal Mortage of Vale Fiqueira Mortage of Vale Fiqueira
Portugal Mortgage of Lezíria Park 2, Villa Rio, Jardins da Póvoa and
Póvoa Logistics Park
Mortgage of Lezíria Park 2, Villa Rio, Jardins da Póvoa and
Póvoa Logistics Park
Brazi Condomínio Loomi Paulista Real Estate Development -
São Paulo / Brazil (96 Independent Units)
Condomínio Loomi Paulista Real Estate Development -
São Paulo / Brazil (96 Independent Units)
Brazi Condomínio Loomi Klabin real estate development - São
Paulo / Brazil (60 Independent Units)
Condomínio Loomi Klabin real estate development - São
Paulo / Brazil (60 Independent Units)
Brazi Real Estate Development Condominium Reserva Alta Vista
- São Paulo / Brazil (204 Independent Units)
Brazi Real Estate Development Condominium Verissimo Mooca -
São Paulo / Brazil (42 Independent Units)
Brazi Quartier Brooklin Condominium Real Estate Development -
São Paulo / Brazil (108 Independent Units)

11 -EXTERNAL SUPPLIES AND SERVICES

External supplies and services are detailed as follows for the periods ended on 31 December 2021 and 2020:

2021 2020
Subcontracts 84.736 78.059
Specialised services 25.446 20.875
Hire and rental charges 21,674 16,935
Maintenance and repair 9,040 14.496
Fuel 5,851 4,925
Transport of goods 4,979 5.579
Surveillance and security 4,256 2,219
Travel and accommodation 3,840 3,627
Transportation of people 3,177 1,363
Electricity 3.139 3.156
Advertising 1.954 1,548
Fees 1.198 2.606
Other 49.995 50,781
219,285 206,169

12 - PERSONNEL EXPENSES

The average number of employees in the periods ended on 31 December 2021 and 2020, by operating segment, was as follows:

2021 2020
Construction 5.440 4,792
Concessions and services 1.532 1,698
Real estate 202 204
Hospitality 985 1,013
Distribution 1.039 1.233
Automotive 269 328
Not allocated to segments 10 9
9.477 9.277

The item "Staff expenses", for the years ended on 31 December 2021 and 2020, is broken down as follows:

2021 2020
Normal remunerations 88.208 85,980
Other remunerations 45.536 40,306
Charges with remunerations 24,897 23,893
Insurance 2,881 1,348
Other staff costs 14.284 15,588
175,806 167,115

13 - OTHER OPERATING EXPENSES

Other operating expenses for the periods ended on 31 December 2021 and 2020 were as follows:

2021 2020
Change in fair value of investment properties (Note 21) 62,839 35,851
Taxes 4,376 8,773
Corrections related to prior financial years 1,441 511
Losses incurred in asset divestment (a) 882 5,243
Uncollectable debts 378 101
l oss of inventories 347 110
Other operating expenses b) 10.344 15,918
80,607 66,507
  • a) The indicated losses were incurred on the sale of property. plant and investment property amounting to 208 thousand euros (5,243 thousand euros in 2020). During the period ended on 31 December 2021, losses amounting to 674 thousand euros were also recorded with the sale of the companies Vauco - Automóveis e Equipamentos, Lda and Taboquinha Energia S.A. (Note 5),
  • b) The item "Other operating expenses" includes, in the period ended on 31 December 2021, 1,100 thousand euros in the period ended on 31 December 2020) referring to liabilities that the Group has towards a third party under the Association Contract concluded between the parties, whose purpose is to share in the profits of a real estate development.

14 - FINANCIAL RESULTS

The financial results for the periods ended on 31 December 2021 and 2020 were as follows:

2021 2020
Financial expenses and losses:
Interest paid (20,024) (23,198)
Unfavourable exchange rate differences a) (62,389) (50,181)
Other financial expenses and losses (14,482) (17,647)
(96,895) (91,026)
Financial income and gains:
Interest earned 1,981 3,247
Favourable exchange rate differences a) 62,052 44,575
Other financial income and gains 834 1,825
64,867 49,647
Earnings from investment activities:
Earnings from associates and joint-ventures b) 116 576
Dividends c) 3,071 1,795
Other investments d) (4,290) (232)
(1,103) 2,139
Financial results (33,131) (39,240)
  • a) The net exchange rate differences recorded for the periods ended on 31 December 2021 and 2020 are due to payments and revenues, as well as exchange rate updates of balances, recorded based on currencies other than the Euro;
  • b) The results related to associates and joint ventures for the periods ended on 31 December 2021 and 2020 include the effect of applying the equity method to these investments (Note 23).
    • In the period ended on 31 December 2021, there was also a gain of 10 thousand euros with the dissolution of the associate AK10 -Empreendimentos e Participações SPE Ltda.;
  • c) The values presented in 2020 correspond to dividends received from "Financial assets at fair value through other comprehensive income" and "Non-current assets held for sale";
  • d) The item "Other investments" includes impairment losses and reversals of "Other financial investments at fair value through other comprehensive income" and "Non-current assets held for sale".

In the periods ended on 31 December 2021 and 2020, no interest was capitalised in the acquisition cost of qualifying assets.

15 - INCOME TAX

TD,SA is the parent company of a group of companies taxed under the Special Taxation Regime for Corporate Groups (RETGS), which covers all companies in which it directly holds at least 75% of the respective share capital, provided that the stake in question gives it more than 50% of voting rights and, at the same time, its head offices and effective management are in Portugal and it is taxed under the general Corporate Income Tax ("IRC") regime.

The remaining subsidiaries, not covered by the RETGS, are taxed individually based on their respective taxable bases and at the applicable corporate income tax, municipal surcharge and state surcharge rates.

TD,SA and most of its subsidiaries with head office in Portugal are subject to corporate income tax, at the taxable amount. Entities with taxable profit are also subject to the Municipal Surcharge, whose rate may vary to the maximum of 1.5%, as the State Surcharge, incident on taxable profit in excess of 1,500 and 35,000 thousand euros, at the rates of 3%, 5%, and 9%, respectively.

These entities are also subject to regional taxation, at the rates and expenses established in Article 88 of the Corporate Income Tax Code.

Pursuant to the Corporate Income Tax Code, tax losses can be caried of 5 (five) years for losses ocurred during the tax period of 2017 onwards, and may be deducted from the taxable gains subsequently earned. This deduction is limited to 70% of the taxable gains earned during the tax period in which it is made.

The Supplementary State Budget Law for 2020 amended the rules for carrying forward and deducting the aforementioned tax losses, under the following terms:

  • The tax losses calculated in the 2020 and 2021 tax periods can be carried for 12 (twelve) years;
  • · The counting of the tax loss reporting period, applicable to losses still in force on the first day of the 2020 tax period, is suspended during this tax period and the following one; and
  • The limit for the deduction of tax losses, if the difference results from tax losses calculated in the 2020 and 2021 tax periods, is raised to 80% of taxable income.

In accordance with the legislation in force, tax returns in Portugal are subject to review and correction by the tax authorities for a period of four years, unless tax losses have been deducted or inspections, claims or appeals, in which cases, depending on the circumstances, this period may be increased or suspended.

The review period of tax returns of entities with a presence in other countries varies between three and six years.

The Board of Directors believes that any corrections resulting from tax reviews/inspections will have no significant effect on the consolidated financial statements reported as at 31 December 2021.

The item "Income tax for the period" represents the sum of current tax, the latter being the recognition of temporary differences between accounting and tax results, as provided for in IAS 12 - Income Taxes (Note 26).

Current income tax is calculated based on the taxable result determined by each Company that is part of the Group, and may also be levied on autonomous tax facts occurring in the case of partial taxes on income or on turnover, according to with the tax rules in force in each jurisdiction in which the Group is present.

Deferred tax assets and liabilities are calculated and assessed annually using the taxation rates which are in force or announced to be in force on the expected date of the reversal of the temporary differences.

Deferred taxes assets are recognised only when there are reasonable expectations of sufficient future taxable profits for their use, or in situations where there are temporary differences for taxation purposes which compensate the deductible temporary differences in the period of their reversal. Deferred tax assets and liabilities are calculated and assessed periodically using the tax rates expected to be in force when the timing differences reverse.

Deferred taxes are recorded as expense or income for the period, unless they related to temporary differences posted under equity, in which case the deferred tax is recorded under the same item.

At the end of each period, deferred taxes are reviewed and reduced whenever their future use is no longer likely.

The following income tax was recognised in the periods ended on 31 December 2021 and 2020:

2021 2020
Current tax:
Income tax in Portugal (6,610) (8,247)
Income tax in other jurisdictions (8,719) (12,462)
Current tax (15,329) (20,709)
Deferred tax (Note 26): 33,250 10.476
17,921 (10,233)

In addition to the deferred taxes recorded directly in the income statement, deferred taxes were recorded directly in equity in the period ended on 31 December 2021 ((18,682) thousand euros as at 31 December 2020) (Note 26).

As at 31 December 2021 and 2020 the conciliation between the nominal and effective income tax rate can be presented as follows:

2021 2020
Yield % Tax Yield % Tax
Profit/(loss) before taxation (135,543) 13,184
Nominal rate and tax on income 21.0% (5,155) (21.0)% (2,769)
Tax rate differential from other countries 6.5% (8,770) (101.8)% (13,425)
Earnings from associated companies and joint ventures (equity method) (0.0)% 28 0.9% 121
Tax losses generated in the year for which deferred tax assets were not recognised (1.0)% 1,360 22.3% 2,942
Difference between capital gains and losses for tax and accounting purposes (0.0)% 55 1.5% 193
Expenses not accepted for tax purposes (3.1)% 4,151 (30.3)% (3,999)
Autonomous taxation 0.6% (802) (3.4)% (454)
Municipal tax 0.6% (844) (2.5)% (333)
Differences in estimates (0.2)% 242 (28.3)% (3,728)
Other tax components 4.1% (5,593) 5.6% 743
Deferred tax for the year (24.5)% 33,250 79.5% 10,476
Effective rate and income tax (13.2)% 17,921 (77.6)% (10,233)

16 - EARNINGS PER SHARE

The earnings per share for the periods ended on 31 December 2021 and 2020 were calculated taking into account the following values:

2021 2020
Profit to estimate the earnings per basic share (net income of the period) (119.140) 3,558
Weighted average number of shares for the effect of calculating earnings
per basic share (thousand)
420.000 420.000
Earnings per basic share (0.28) 0.01

Due to the fact that during the periods ended on 31 December 2021 and 2020 there were no dilutive effects of earnings per share, the diluted earnings per share is equal to the basic earnings per share.

17 - DIVIDENDS

At the General Meeting of Shareholders held on 24 May 2021, it was decided not to distribute dividends, taking into account the Company's separate financial statements as at 31 December 2020.

No dividends were distributed for the year ended on 31 December 2020, relative to the period of 2019.

18 - GOODWILL

During the periods ended on 31 December 2021 and 2020, the movements occurring in the values of Goodwill, determined upon the acquisition of subsidiary companies, as well as in the respective accumulated impairment losses, were as follows:

2021 2020
Gross assets:
Opening balance 27.458 27.469
Currency conversion adjustments 45 (11)
Closing balance: 27,503 27.458
Accumulated impairment losses (15,255) (15,255)
Net assets: 12.248 12,203

The values of the Goodwill as at 31 December 2021 and 2020 refer to the following entities:

Participated company Operating segment 2021 2020
EPOS - Empresa Portuguesa de Obras Subterrâneas, SA Construction 12.107 12,107
AUTO COMPETIÇAO ANGOLA (SU), Lda. Automotive 141 96
12.248 12.203

The goodwill relative to the associated companies and joint-ventures is an integral part of the corresponding investments.

The values of Goodwill are tested annually for impairment or whenever there are indications that they might be impaired.

The recoverable amount of the cash-generating units to which Goodwill is allocated is determined based on the use value, which uses cash flow forecasts based on the latest financial forecasts approved by the respective Boards of Directors over a period of five years, discounted by the discount rates shown in the table below, which were caculated based on the weighted average cost of capital (WAC), adjusted for risks, specific to the market in which each unit is placed. Cash flows beyond this five-year period were forecast using the rates specified in the same table. These rates do not exceed the average long-term growth for the markets in which those cash generating units are allocated.

The Boards of Directors believe that any reasonably possible change in the recoverable amount is based would not cause the book value of these cash-generating units to exceed its recoverable amount.

Thus, the main assumptions considered in determining the value in use of goodwill are as follows:

2021 2020
Participated company Book value of
the goodwill
Discount
rate
Perpetuity
growth rate
Book value of
the goodwill
Discount
rate
Perpetuity
growth rate
EPOS - Empresa Portuguesa de Obras
Subterrâneas, S.A.
12.107 8.1% 1.00% 12,107 5.3% 1.00%
Auto Competição Angola, Lda. 141 15.8% 1.00% 96 15.8% 1.00%
17 218 10 203

19 - INTANGIBLE ASSETS

During the periods ended on 31 December 2021 and 2020, the movements in intangible assets, as well as in the respective accumulated amortisation and impairment losses, were as follows:

Intangible
Industrial
property
Other assets
underway
Advances on
account
Total
Gross assets:
Balance as at 31 December 2019 75,555 58 3,337 647 79,597
Acquisitions 2,798 222 434 3,454
Disposals (1,469) (1,469)
Transfers and write-offs 21 (21)
Currency conversion adjustments (4,049) (4) (734) (4,787)
Balance as at 31 December 2020 72,856 54 2,804 1,081 76,795
Acquisitions 1,681 2,839 4,519
Disposals (248) (248)
Transfers and write-offs 501 (137) (936) (572)
Currency conversion adjustments 1,198 6 13 319 1,537
Perimeter variation (Note 5) (445) (445)
Balance as at 31 December 2021 75,988 60 2,235 3,303 81,586
Accumulated amortisation and impairment losses:
Balance as at 31 December 2019 19,272 58 19,330
Reinforcements 3,297 3,297
Disposals (359) (359)
Currency conversion adjustments (1,578) (4) (1,582)
Balance as at 31 December 2020 20,632 54 20,686
Reinforcements a) 31,657 31,657
Disposals (113) (113)
Transfers and write-offs (377) (377)
Reductions (592) (592)
Currency conversion adjustments 1,128 5 1,133
Balance as at 31 December 2021 52,335 59 52,394
Net value:
As at 31 December 2020 52,224 2,804 1,081 56,109
As at 31 December 2021 23,653 1 2,235 3,303 29,192

a) Following the decision taken by the Venezuelan public company BOLIPUERTOS, S.A. to terminate the Strategic Alliance for Port Operation and Management of the Specialised Container Terminal of the Port of La Guaira, signed with Teixeira Duarte - Engenharia e Construções, S.A., derecognition was carried out accounting for the operation of the operation of the port of La Guaira, which resulted in a reduction in Intangible Assets of 28,947 thousand euros.

As at 31 December 2021 the item "Industrial property" presented the value of 12,049 thousand euros refering to surface rights (45,376 thousand euros as at 31 December 2020).

20 - TANGIBLE FIXED ASSETS

During the periods ended on 31 December 2021 and 2020, the movements in tangible fixed assets, as well as in the respective accumulated depreciation and impairment losses, were as follows:

natura
resources
Land and Buildings and
other
constructions
equipment Basic Transportation Administrative
equipment:
equipment Other
tangible
fixed assets
Tangible
fixed assets
in progress
Advances
on account
of tangible
fixed assets
Total
Gross assets:
Balance as at 31 December 2019 18,437 797,926 351,435 61,519 25,715 9,104 3,405 74 1,267,615
Acquisitions 3 727 13,623 1,045 731 832 869 17,830
Revaluations 180,628 180,628
Disposals (54) (3,611) (24,378) (14,292) (2,980) (2,292) (47,607)
Transfers and write-offs (3,061) (3,399) (3,817) (1,224) (2,974) (2,703) (888) (15) (18,081)
Currency conversion adjustments (2,349) (219,592) (25,255) (10,059) (4,352) (1,349) (839) (8) (263,803)
Balance as at 31 December 2020 12,976 752,679 311,608 36,989 16,140 3,592 2,547 51 1,136,582
Acquisitions 2,195 8,850 962 1,012 137 1,067 14,223
Disposals (135) (13,290) (1,587) (215) (8) (15,235)
Transfers and write-offs (1,199) 5,340 417 (216) (1,091) (921) (1,335) (13) 982
Currency conversion adjustments 1,377 137,511 16,013 5,089 3,485 1,834 463 5 165,777
Perimeter variation (Note 5) 1,158 778 (119) (90) (38) (12) 1,676
Balance as at 31 December 2021 14,312 898,368 323,479 41,147 19,292 4,622 2,742 43 1,304,005
Depreciation and losses due to
accumulated impairment:
Balance as at 31 December 2019 400,553 308,028 50,430 23,154 5,674 787,839
Reinforcements 15,221 14,196 2,386 825 444 33,072
Revaluations 105,971 105,971
Disposals (1,247) (19,128) (10,912) (2,871) (1,928) (36,086)
Transfers and write-offs (3,056) (3,120) (976) (2,866) (2,117) (12,135)
Currency conversion adjustments (111,917) (17,450) (8,305) (3,632) (259) (141,563)
Balance as at 31 December 2020 405,525 282,526 32,623 14,610 1,814 737,098
Reinforcements 20,820 12,630 1,840 793 721 36,804
Reductions (16) (101) (14) (81) (212)
Disposals (За) (11,851) (1,204) (178) (8) (13,280)
Transfers and write-offs (1,258) (642) (Gae) (594) (345) (3,835)
Currency conversion adjustments 64,632 13,806 2,608 2,691 342 84,079
Perimeter variation (Note 5) 21 (100) (82) (34) (7) (202)
Balance as at 31 December 2021 489,701 296,353 34,688 17,274 2,436 840,452
Net value:
As at 31 December 2020 12,976 347,154 29,082 4,366 1,530 1,778 2,547 51 399,484
As at 31 December 2021 14,312 408,667 27,126 6,459 2,018 2,186 2,742 43 463,553

According to IAS 16, after initial recognition, tangible fixed assets can be measured in accordance with two models:

  • Cost model;

  • Revaluation model

As at 31 December 2021 and 2020, the Group adopted the revaluation model for the restricted set of property, plant and equipment, and no valuations were made in the period of 2021.

Revaluations should be carried out sufficiently to ensure that the carrying amount does not materially differ from the corresponding fair value at the reporting date (IAS 16:31).

2020
Tangible Fixed Assets Gross assets Accumulated
depreciation
Net value Evaluation
value
Impact on
revaluation
Deferred taxes Impact of net
revaluation
Hotels
Portugal 17,251 (11,549) 5,702 6,044 342 (72) 270
Angola 239,997 (146,957) 93,040 132,967 39,927 (9,982) 29,945
Mozambique 23,148 (8,336) 14,812 17,548 2,736 (876) 1,860
280,396 (166,842) 113,554 156,559 43,005 (10,930) 32,075
Stores in the Distribution sector
Angola 101,584 (27,872) 73,712 89,499 15,787 (3,947) 11,840
101,584 (27,872) 73,712 89,499 15,787 (3,947) 11,840
Stores in the Automotive sector
Angola 89,062 (41,738) 47,324 63,189 15,865 (3,966) 11,899
89,062 (41,738) 47,324 63,189 15,865 (3,966) 11,899
471,042 (236,452) 234,590 309,247 74,657 (18,843) 55,814

As at 31 December 2020, the impact of the revaluation of these tangible fixed assets was as follows:

Acquisitions made in property, plant and equipment in the period ended on 31 December 2021 essentially refer to equipment.

As at 31 December 2021, the amount of property, plant and equipment in progress essentially refers to buildings and other ongoing construction and equipment.

21 - INVESTMENT PROPERTIES

During the periods ended on 31 December 2021 and 2020, the movement in investment properties was as follows:

2021 2020
Opening balance 234,235 208,478
Increases / divestments 11,898 21,282
Change in fair value (Note 8 and 13) 8,455 32,975
Currency conversion adjustments 15,813 (28,500)
Perimeter variation (Note 5) 907
Closing balance 271.308 234.235

During the periods ended on 31 December 2021 and 2020, the fair value of investment properties by geographic area changed as follows:

2021 2020
Portugal 18,616 18,838
Angola (9,552) 14,238
Mozambique (609) (101)
8.455 32,975

Income from investment property amounted to 2,735 thousand euros for the period ended on 31 December 2021 (2,913 thousand euros as at 31 December 2020). Direct operating expenses for investment properties for the period ended on 31 December 2021 amounted to 1,034 thousand euros (1,269 thousand euros as at 31 December 2020).

The fair value of each investment property in operiodically determined by means of valuations performed by specialised independent entities, in accordance with valuation methodologies generally accepted in the real estate market, specifically the comparative market income or replacement cost methods, depending on the specific situations of each property.

The main assumptions and methods inherent to the assessment of support for the investment properties were as follows:

  • Yield: - Portugal between 4% and 10%;

  • Average of the comparative method and income multiples method;

  • Average of the comparative method and cost.

IAS 40 - Investment property ("IAS 40") does not require the determination fair value of investment properties on the basis of a valuation made by an independent valuator. As at 31 December 2021 and 2020, all investment properties were appraised by independent appraisers with relevant and recognised professional qualifications, as well as recent experience in the category of valued investment property.

These valuators have applied methods currently used in this market, based on the income method, replacement cost method or market price comparisons, according to the specific situations of each property. Considering that the income method was used, but also taking into account the other methods used to assess the results achieved through this method. According to this method, the current contracts in the current circumstances were used and, at the end of the period of those contracts, a yield adapted to each of the properties was used.

22 - RIGHTS OF USE

During the periods ended on 31 December 2021 and 2020, the following movements occurred under the item "rights of use" due to the application of IFRS 16:

Buildings and
other
constructions
Basic
equipment
Transportation
equipment:
Administrative
equipment
Other Total
Gross assets:
Balance as at 1 January 2020 43,979 15,068 3,503 7 192 62,749
Acquisitions 1,569 377 694 726 3,366
Disposals (221) (1,291) (192) (1,704)
Transfers and write-offs (2,713) (189) (408) (3,310)
Currency conversion adjustments (2,593) (678) (161) (3,432)
Balance as at 31 December 2020 40,242 14,357 2,337 733 57,669
Acquisitions 972 1,701 439 3,112
Transfers and write-offs (3,578) (10,893) (223) (14,694)
Currency conversion adjustments 1,104 35 2 1,141
Balance as at 31 December 2021 38,740 5,200 2,555 733 47,228
Depreciation and losses due to accumulated
Balance as at 1 January 2020 7,887 12,018 1,172 1 68 21,146
Reinforcements 5,778 2,349 481 114 8,722
Disposals (37) (236) (68) (341)
Transfers and write-offs (3,039) (187) (421) (3,647)
Currency conversion adjustments (951) (543) (151) (1,645)
Balance as at 31 December 2020 9,675 13,600 845 115 24,235
Reinforcements 4,559 723 416 194 5,892
Transfers and write-offs (2,115) (11,781) (218) (14,114)
Currency conversion adjustments 434 39 2 475
Balance as at 31 December 2021 12,553 2,581 1,045 309 16,488
Net value:
As at 31 December 2020 30,567 757 1,492 618 33,434
As at 31 December 2021 26,187 2,619 1,510 424 30,740

23 - INVESTMENTS IN ASSOCIATES AND JOINT-VENTURES

The following associated companies and joint ventures were recorded by the equity method as at 31 December 2021:

Corporate name Head office % Effective stake
ADOQUINES VARGAS, (ADOQUINVAR), C.A. Instalaciones de Bolivariana de Puertos Puerto de La Guaira -
Parroquia Maiquetia Municipio Vargas del Estado Vargas
49.00%
ADVANTAGE - Distribuição de Seguros, Lda Av. Almirante Gago Coutinho nº164, 1700-033 Lisboa 50.00%
ALVORADA PETROLEO, S.A. Rua Paraíba, nº 1000, sala 1518 15º andar - Bairro Funcionário
Belo Horizonte - Minas Gerais - Brazil
43.21%
CAIS DE CRUZEIROS 2ª FASE, A.C.E. Rua da Tapada da Quinta de Cima - Linhó - Sintra 16.94%
CONBATE, A.C.E. Edifício 2, Lagoas Park - Porto Salvo 20.00%
CONSORCIÓ PUENTE DAULE GUAYAQUIL Av. Francisco de Orellana, Kilometro uno e medio (1,5) y Juan
Tanca Marengo, Edificio Cofin, piso seis (6) Guayaquil, Ecuador
20.00%
CONSORCIO MINERO LUSO VARGAS C.A. (CONLUVAR) Av. Venezuela com Calle Mohedano, Torre JWM, Piso 5, Of. 5-2,
Urb El Rosal - Caracas - Venezuela
49.00%
CONSORCIO OPSUT 2010 Calle 4, Casa nº 4, Urbanizacion Los Laureles, Valle de la Pascoa -
Venezuela
51.00%
DOURO LITORAL, A.C.E. Tower Plaza, Rotunda Edgar Cardoso, nº 23, 12º andar, sala F -
Vila Nova de Gaia
40.00%
METROLIGEIRO - Construção de Infraestruturas, A.C.E. Rua Abranches Ferrão, nº 10 - 5º F - Lisboa 26.80%
MESOFER, A.C.E. Rua Mário Dionísio, nº 2, 2799-557 Linda-a-Velha 24.73%
TEIXEIRA DUARTE - SOPOL - Metro Superfície, A.C.E. Edifício 2, Lagoas Park - Porto Salvo 57.30%
TDE - Empreendimentos Imobiliários, S.A. Edifício 2, Lagoas Park - Porto Salvo 50.00%
TDGISERV Services, LLC (a) PO Box 7098, Doha - Qatar 49.00%
TRES PONTO DOIS - Trabalhos Gerais de Construção Civil, Via e
Catenária de Modernização da Linha do Norte, A.C.E.
Av. das Forças Armadas, 125 - 2º C - Lisboa 50.00%

Investments in associated companies and joint ventures showed the following movements in the periods ended on 31 December 2021 and 2020:

Holdings Goodwill Total
Balance as at 1 January 2020 22,235 22,235
Effect of the application of the equity method:
- on the net income for the period (Note 14) 576 576
- on equity 234 234
Dividends (407) (407)
Other (141) (141)
Currency conversion adjustments (3,634) (3,634)
Balance as at 31 December 2020 18,863 18,863
Balance as at 1 January 2021 18,863 18,863
Effect of the application of the equity method:
- on the net income for the period (Note 14) 106 106
- on equity (2) (2)
Other (323) (323)
Dividends (18) (18)
Currency conversion adjustments 281 281
Perimeter variation a) (9,999) (9,999)
Balance as at 31 December 2021 8,908 8,908

a) As at 31 December 2021, IMOC - Empreendimentos Imobiliarios, S.A. was consolidated by the full method, while as at 31 December 2020, it was consolidated by the equity method.

The investments in associates and joint ventures as at 31 December 2021 and 2020 are detailed below:

2021 2020
Associates and joint-ventures Holdings Goodwill Value of
financial
position
Holdings Goodwill Value of
financial
position
TDE - Empreendimentos Imobiliários, SA 3,495 3,495 3,512 3,512
TDGISERV Services, LLC (a) 3,000 3,000 2,623 2,623
Douro Litoral, ACE 1,448 1,448 1,506 1,506
Consórcio Puente Daule Guayaquil 698 698 658 658
IMOC - Empreendimentos Imobiliários, S.A. 9.999 9,999
Other 267 267 565 565
8,908 8,908 18,863 18,863

These holdings are disclosed using the equity method of accounting which, for the periods ended on 31 December 2021 and 2020, had the following impacts:

2021
Associates and joint-ventures Gains and losses in
associates and joint
ventures (Note 14)
Adjustments of
equity stakes
Dividends Total
Alvorada Petróleo, S.A. (33) (33)
Consórcio Puente Daule Guayaquil (14) (18) (32)
TDE - Empreendimentos Imobiliários, SA (18) (18)
TDGISERV Services, LLC (a) 149 3 152
Other 22 (5) 17
106 (2) (18) 86
2020
Associates and joint-ventures Gains and losses in
associated companies
and joint ventures
(Note 14)
Adjustments of
equity stakes
Dividends Total
Alvorada Petróleo, S.A. (18) 201 183
Consórcio Puente Daule Guayaquil 137 (407) (270)
IMOC - Empreendimentos Imobiliários, (131) (131)
TDE - Empreendimentos Imobiliários, SA (3) (3)
TDGISERV Services, LLC (a) 540 (57) 483
Other 51 90 141
576 234 (407) 403

The main financial information referring to the associates and joint ventures, as at 31 December 2021 and 2020 is as follows:

The Group's share in
lotal assets Total liabilities lotal net assets net assets
2021 2020 2021 2020 2021 2020 2021 2020
Alvorada Petróleo, S.A. 1,006 1.074 656 651 350 423 151 183
Consórcio Puente Daule Guayaquil 35,302 33.910 31.810 30,619 3,492 3.291 698 658
IMOC - Empreendimentos Imobiliários, S.A. 21.138 1.288 19.850 9.999
TDE - Empreendimentos Imobiliários, S.A. 18.482 19,385 11.493 11,332 6.989 8,053 3,495 3.512
TDGISERV Services, LLC (a) 13.755 9,488 7.633 4,134 6,123 5,354 3,000 2,623
Other 10,985 10.938 6.987 6,531 3.997 4,407 1,564 1.888
79.530 95.933 58.579 54.555 20.951 41.378 8.908 18.863

24 - OTHER FINANCIAL INVESTMENTS

As at 31 December 2021 and 2020, the other financial investments were detailed as follows:

2021 2020
Non-current Current Non-current Current
Financial assets at fair value through other comprehensive income:
Aginyo Inversiones Y Gestiones Inmobiliarias S.L. 8,955 8,873
Banco Comercial Português, S.A. 039 821
Kuikila Investments, Lda. 542 397
Matadouro de Macau, S.A.R.L. 317 317
ILTA - Urbanizadora da Ilha de Tavira, S.A. 78 79
Macau CPM Holdings 72 150
EIA - Ensino, Investigação e Administração, S.A. 25 624
Other 515 10 377 10
11,443 10 11,638 10
Financial assets at amortised cost:
Public Debt Securities of the Government of the Peoples Republic of
Ananla
2,752 2,569
2,752
2,569
14,195 10 14,207 10

For the stake held in Banco Comercial Português, S.A., the fair value of this asset was measured through its market price.

The fair value of the stake held in the company Aginyo Inversiones Inmobiliarias S.L. was determined by an independent valuation performed in the period ended on 31 December 2021.

For the remaining financial assets indicated above (shares in unlisted companies), the Group's Board of Directors considered that their acquisition cost, if necessary, minus their impairment loses, corresponded to their fair value as at 31 December 2021.

2021 2020
Non-current Current Non-current Current
Opening balance 14,207 10 18,672 10
Increases 175 13
Variation of fair value 118 (686)
Other variations (678) (86)
Currency conversion adjustments 373 (3,706)
Closing balance 14,195 10 14,207 10

During the financial years ended on 31 December 2021 and 2020, the following movements occurred in other financial investments:

25 - ASSETS AND LIABILITIES HELD FOR SALE

As at 31 December 2021 and 2020, the assets and liabilities held for sale are detailed as follows:

2021 2020
Assets held for sale:
Goodwill 1.979
Intangible assets 8
Tangible fixed assets 171 441
Investment properties 28.400 30,548
Deferred tax assets 467
Inventories 199
Clients 55 115
Other credit receivable 5
Cash and cash equivalents 10 24
Other assets 169 1,586
Total assets held for sale 29,280 34.897
Liabilities held for sale:
Obtained financing 17.701 21,698
Deferred tax liabilities (1,848)
Lease liabilities 2,436 2,417
Suppliers 256 212
Other debts payable 982 634
Other liabilities 950 448
Total liabilities held for sale 22,325 23.561
Total net value 6,955 11,336

Bonaparte — Imóveis Comerciais e Participações, S.A., is classified as "Assets and Liabilities Held for Sale" as at 31 December 2021 and 2020.

26 - DEFERRED TAXES

All situations which could significantly affect future taxes are recorded by applying the rules on deferred taxes.

During the periods ended on 31 December 2021 and 2020, the movements occurred in deferred tax assets and liabilities, in accordance with the temporary differences which generated them, are as follows:

2021
Constitution Reversal
Opening
balance
Perimeter
variation
(Note 5)
Net
income
(Note 15)
Equity
(Note 15)
Net
income
(Note 15)
Equity
(Note 15)
Currency
conversion &
adjustments
Closing
balance
Deferred tax assets:
Inventory impairments 670 172 (217) (29) 596
Impairment of clients 1,847 ರ್ 3,684 (554) (104) 4,864
Impairment of financial assets at fair value
through other comprehensive income
106,577 133 (25) 106,685
Double international taxation credit 12,546 1,275 (64) (1,588) 12,169
Tax losses carried forward 12,180 95 20,020 (3,705) (4,130) 24,460
Provision for losses in works 2,285 362 (1,854) 101 894
Other 9,661 (100) 7,222 11 (2,046) 1,776 16,524
145,766 (14) 32,735 144 (8,440) (25) (3,974) 166,192
Deferred tax liabilities:
Gains taxable in future periods 521 37 (138) (106) 314
Investment properties 12,769 838 13 (3,387) 4,262 14,495
Revaluation of tangible fixed assets 63,916 87 (3,623) 15,331 75,711
Other 6,960 (32) 80 (2,024) 7,373 12,357
84,166 806 217 (9,172) 26,860 102,877
2020
Constitution Reversal
Opening
balance
(Note 15) Net income Equity (Note
15)
Net income
(Note 15)
Equity
(Note 15)
Currency
conversion &
adjustments
Closing
balance
Deferred tax assets:
Inventory impairments 2,446 325 (2,098) (3) 670
Impairment of clients 1,267 586 (3) (3) 1,847
Impairment of financial assets at fair value through
other comprehensive income
106,424 154 (1) 106,577
Double international taxation credit 10,079 1,404 1,063 12,546
Tax losses carried forward 15,985 6,120 (223) (9,702) 12,180
Provision for losses in works 978 1,573 (293) 27 2,285
Other 10,814 3,126 (2,231) (46) (2,002) 9,661
147,993 13,134 154 (4,848) (46) (10,621) 145,766
Deferred tax liabilities:
Income taxable in future periods 72 153 (141) 437 521
Investment properties 20,598 734 (20) (8,543) 12,769
Revaluation of tangible fixed assets 80,282 80 18,843 (2,526) (32,763) 63,916
Other 10,720 852 (1,322) (53) (3,237) 6,960
111,672 1,819 18,843 (4,009) (53) (44,106) 84,166

According to the tax returns of the companies that recorded deferred tax assets due to tax losses as at 31 December 2021 and 2020, they were carried forward as follows:

2021 2020
Calculated tax
oss
Deferred tax
asset
Deadline for use Recorded tax loss Deferred tax
asset
Deadline for use
Generated in 2015 259 88 2029 2,771 942 2029
Generated in 2016 31,096 6,702 2030 31,106 6,720 2030
Generated in 2017 17 2024 17 ട് 2024
Generated in 2019 145 45 2026 7,190 2,396 2026
Generated in 2020 7,402 2,357 2032 6,636 2,119 2030
Generated in 2021 70.712 15,264 2033 -
109,631 24,460 47,720 12,180

Additionally, at 31 December 2021 and 2020, all tax losses and credits that were not posted as deferred tax assets due to prudence are detailed as follows:

2021 2020
Recorded tax loss Deferred tax
asset
Deadline for use Calculated tax
loss
Deferred tax
asset
Deadline for use
Generated in 2017 566 142 2024 662 165 2024
Generated in 2018 12,569 3,142 2025 15.728 3,932 2025
Generated in 2019 28,251 7,063 2026 34.677 8,669 2026
Generated in 2020 15.670 3,918 2032 11,769 2,942 2030
Generated in 2021 5,440 1,360 2033 -
62.496 15,625 62,836 15.708

Deferred tax assets are only recorded insofar as it is considered that taxable profits are likely to ocur in future taxation periods which may be used to recover the tax losses or deductible tax differences. This assessment was based on the Group's companies, periodically reviewed and updated, on their prospects of generating taxable earnings.

27- CLIENTS AND OTHER CREDIT RECEIVABLE

As at December 2021 and 2020, this item was broken down as follows:

Current Non-current
2021 2020 2021 2020
Clients:
Clients 255,286 214,933 142 12.489
Impairment losses (105,095) (63,291)
150,191 151,642 142 12.489
Other credit receivable:
Staff 335 536
Other debtors 38,680 31,722 12,186 10.986
39.015 32,258 12.186 10.986
Impairment losses (1,280) (791)
37.735 31.467 12.186 10.986

During the periods ended on 31 December 2021 and 2020 movements which occurred in the impairment of accounts receivable were as follows:

Accumulated impairment losses on
clients and other credit receivable:
Balance as at 31 December 2019 65.000
Reinforcements 8,326
Reversals (198)
Settlements (2,388)
Currency conversion adjustments (6,658)
Balance as at 31 December 2020 64.082
Reinforcements a) 24,667
Reversals (1,462)
Settlements 15,540
Currency conversion adjustments 3.682
Perimeter variation (134)
Balance as at 31 December 2021 106.375

a) In the period of 2021, the reinforcement of influenced by the recognition of losses resulting from extraordinary events in Venezuela and Algeria, of the total value of 19,930 thousand euros.

Conciliation of accumulated impairment losses as at 31 December 2021 and 2020:

2021 2020
Accumulated impairment losses recognised pursuant to IAS 39 100.455 59.018
Accumulated impairment losses recognised pursuant to IFRS 9 5.920 5.064
106.375 64.082

The Group's exposure to credit risk (Note 41) is attributable from its operating activity. The balances shown in the statement of financial position are net of impairment losses arising from bad debt which were estimated by the Group in accordance with its experience and based on its assessment of the economic situation and environment.

The Board of Directors believes that the book value of the accounts to the best estimate of their fair value.

The Group has no significant concentration of credit risks, since it is diluted over a wide range of clients and other debtors.

28 - RELATED PARTIES

The transactions and balances between TD,SA and the companies of the consolidation perimeter, which are related parties, were eliminated in the consolidation process and are not disclosed in this note. The balances and transactions between the Group and the associates and joint-ventures, related and individual companies with significant voting power which have their own companies, are detailed below.

The terms or conditions applied between these related partical to those which would normally be contracted, accepted and applied between independent entities in comparable operations.

The main balances with related parties as at 31 December 2021 and 2020 may be detailed as follows:

Balance
receivable
2021 2020 Balance payable
2021
2020 Loans granted
2021
2020 Other balances
2021
2020
Adoquines Vargas, (ADQQUINVAR), C.A. 27 3
Bonaparte - Imóveis Comerciais e Participações, S.A. 51 38 415 477 561 605
Caais de Cruzeiros 2ª Fase, ACE 4 4
CINTEL - Construção Interceptor Esgotos, S.A. 46 4
Conbate, ACE 8 13 4 69
Consórcio Puente Daule Guayaquil 12 6
D.L.O.E.A.C.E. - Douro Litoral Obras Especiais, ACE 10 2
Douro Litoral, ACE 1 8 43 41 85 (3)
EIA - Ensino e Investigação e Administração, S.A. (3) 9 9
IMOC - Empreendimentos Imobiliários, S.A. 482 59 (3,102)
Kuikila, Investments, Lda. 68
Mesofer, ACE 386 641
Metroligeiro - Construção de Infraestruturas, ACE 9 32 11 11
Nova Estação, ACE 286 88 6
Promociones Inmobiliárias 3003, C.A. 55 347 427
TDE - Empreendimentos Imobiliários, S.A. 241 242 5,890 5,890
TDGISERV Services, LLC (a) 92 66 (439) (774)
TDHOSP - Gestão Hospitalar, S.A. 216 180
Teixeira Duarte - SOPOL - Metro Superfície, ACE 7 7 55 55
Três Ponto Dois - Trabalhos Gerais de Construção Civil, Via e Catenária de
Modernização da Linha do Norte, ACE
35
1.038 1,975 179 285 6.443 6,389 643 (2,832)

During the periods ended on 31 December 2021 and 2020, the main transactions with related parties were as follows:

Sales and services
rendered
Purchases and services
received
Interest debited
2021 2020 2021 2020 2021 2020
AEBT - Auto Estradas do Baixo Tejo, S.A. 33 46
Bonaparte - Imóveis Comerciais e Participações, S.A. 540 577 15 2
Conbate, ACE 140 109 4
Consórcio Puente Daule Guayaquil 594
Douro Litoral, ACE 34 80 1 7
EIA - Ensino e Investigação e Administração, S.A. 4
IMOC - Empreendimentos Imobiliários, S.A. 677 87
Mesofer, ACE 7,714 9,339 8 8
Metroligeiro - Construção de Infraestruturas, ACE 7
Nova Estação, ACE 19
TDE - Empreendimentos Imobiliários, S.A. 17 57
TDGISERV Services, LLC (a) 139 101
TDHOSP - Gestão Hospitalar, S.A. 2,419 2,598 122 199 3 114
11,036 14.197 139 300 26 116

The remunerations attributed to the members of the governing bodies of TD,SA, for the periods ended on 31 December 2021 and 2020, were as follows:

2021 2020
Executive directors:
Short-term benefits 721 918
Supervisory board:
Short-term benefits
66 66
Statutory auditor:
Short-term benefits 61 61
848 1.045

The remuneration of the members of the senior management of TD,SA, for the periods ended on 31 December 2021 and 2020 were as follows:

2021 2020
Senior staff:
Short-term benefits 5,962 6,393
5.962 6.393

29 - NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

Cash and cash equivalents

As at 31 December 2021 and 2020 cash and equivalent was detailed as follows:

2021 2020
Bank deposits 62.461 71.519
Term deposits 29,457 43.832
Cash 930 864
92,847 116,215

The item "Cash and cash equivalents" includes cash, deposits payable on demands and term deposits with maturity of less than three months, repayable on demand, and for which the risk of change of value is insignificant.

Flows of investment activities

The revenue from financial investments for the periods ended on 31 December 2021 and 2020 refer to the share capital of the following companies:

2021 2020
Lagoas Park, S.A. 1.825
1.825

The anount received for the sale of the stake in Lagoas Park, S.A., corresponds to the "Earn Our" stipulated in the 2018 deed of sale.

The payments relative to financial investments for the periods ended on 31 December 2021 and 2020 refer to the acquisition of stakes in the share capital of the following companies:

2021 2020
Advantage - Distribuição de Seguros, Lda
Built Colab - Colaborative Laboratory For The Future Built Environment 13
13

Other dividends received in the periods ended on 31 December 2021 and 2020 were as follows:

2021 2020
AEBT - Vias do Baixo Tejo, S.A. 1,773 311
Macau CPM Holdings 707 1,114
Consórico Puente Daule Guayaquil 18 407
TDHOSP - Gestão de Edifício Hospital, S.A .; 370
2 498 2.202

30 - OTHER CURRENT AND NON-CURRENT ASSETS

As at 31 December 2021 and 2020 other current and non-current assets were broken down as follows:

Current Non-current
2021 2020 2021 2020
Government and other public entities:
Value Added Tax 15,844 9,312
Other 745 605
16,589 9,917
Associates, participated companies and
other shareholders:
Associated companies 1,156 5,915 4,900
Participated companies 717
Other shareholders 1,695 1,078
2,851 7,710 4,900
Accrued income:
Interest receivable 52 73
Amounts to be invoiced (Note 31) a) 54,555 109,427
Other accrued income 2,572 7,517
57,179 117,017
Deferred expenses:
Insurance paid in advance 2,854 1,528
Interest payable 329 6
Other deferred expenses 9,821 11,354
13.004 12,888
Other assets:
Advance payments to suppliers 9,727 8,685
Other 5
9,732 8,685
99,355 156,217 4,900

a) The item "Values to be invoiced" decreased by 54,872 thousand euros, which includes the derecognition of increases in income from six suspended contracts in Algeria, of the value of 73,256 thousand euros.

31 - CONSTRUCTION CONTRACTS

For the periods ended on 31 December 2021 and 2020, the recognised expenses and income related to contracts in progress are as follows:

2021 2020
Net income:
Issued invoices 362.454 328,558
Change in:
Deferred income - works (Note 39) (6,702) 8,648
Accrued income - works (Note 30) (54,872) 560
300,880 337,766
Net expenses:
Invoiced expenses 394,037 333,112
Change in:
Provisions for quarantees (Note 36) (2,184) (2,236)
Provisions for future losses (Note 36) (6,547) 1,496
385,306 332,372
Calculated earnings (Note 7): (84,426) 5,394

Furthermore, as at 31 December 2021 and 2020, the retentions made by clients relative to construction contracts amounted to 10,590 thousand euros and 6,317 thousand euros, respectively.

32 - SHARE CAPITAL

As at 31 December 2021 and 2020 underwritten and paid-up share capital was represented by 420,000,000 shares with the nominal value of 0.50 euro each.

As at 31 December 2021 TEIXEIRA DUARTE 1886, S.A. (formerly called TEIXEIRA DUARTE – Sociedade Gestora de Participações Sociais, S.A.) directly held 168,550,000 shares representing the capital of Teixeira Duarte, S.A., 40.1% of which corresponds to the respective share capital (on 31 December 2020, 180,600,000 shares were held representing the capital of Texeira Duarte, S.A., corresponding to 43% of the respective share capital).

33 - RESERVES AND RETAINED EARNINGS

Legal reserve: Pursuant to the current legislation, the Company is obliged to transfer at least 5% of its annual net income to the legal reserve, until it reaches at least 20% of the share capital. This reserve is not distributable to shareholders, but may be used to absorb losses, after all other reserves have been depleted, or to increase the capital.

Fair value reserve - Financial investments: The fair value reserve of financial investments reflects changes in the fair value of financial assets recorded at fair value against other comprehensive income, and it cannot be distributed or used for observing losses.

Revaluation reserve – Real estate: This reserve may not be distributed, unless it is paid in or the respective assets subject to revaluation have been divested.

Other reserves: Other reserves are available for distribution, under the limits stated in the Code of Commercial Companies.

34 - NON-CONTROLLING INTERESTS

The movements of this item during the periods ended on 31 December 2021 and 2020 were as follows:

2021 2020
Opening balance 28,673 36,585
Dividends (939) (203)
Other changes in the equity of the participated companies 753 2,470
Revaluation of tangible fixed assets 2,038
Net income for the period attributable to non-controlling interests 1,518 (607)
Currency conversion adjustments 3,356 (11,610)
Purchase of non-controlling interests (14,254)
Closing balance 19.107 28,673

35 - FINANCING OBTAINED

As at 31 December 2021 and 2020, the loans received were as follows:

2021 2020
Non-current liabilities:
Bank loans 309.654 347.606
Commercial paper 297,600 349,500
607,254 697,106
Current liabilities:
Bank loans 118.376 60,235
Commercial paper 53.000 11,950
Bonds 5.100
171.376 77.285
778.630 774,391

a) Bank Ioans

As at 31 December 2011 and 2021, the internal bank overdrafts and pledged current accounts earned interest at the weighted annual average rate of 2.41% (2.18% as at 31 December 2020).

As at 31 December 2021, the most significant bank loans contracted by the Group essentially correspond to:

Contract Amount
Geography Bank Type of financing date Due Date Currency Currency Amount (€)
Portugal Banco Português de Investimento Escrow account 21/12/1998 31/12/2033 EUR 1,000 1,000
Portugal Novo Banco Authorised Overdraft 01/02/2007 31/12/2033 EUR 8,774 8,774
Portugal Banco Comercial Português Loan 05/01/2009 17/06/2035 EUR 145,181 145,181
Portugal Banco Santander Escrow account 31/10/2012 31/12/2033 EUR 5,039 5,039
Angola Banco Millennium Atlântico Escrow account 29/11/2012 31/12/2022 AON 195,176 307
Angola Banco de Fomento Angola Escrow account 27/03/2013 31/12/2022 AON 1,960,020 3,083
Portugal Banco Comercial Português Escrow account 27/06/2014 31/12/2033 EUR 4,825 4,825
Portugal Caixa Geral de Depósitos Loan 22/09/2014 01/06/2034 EUR 85,869 85,869
Portugal Banco BIC Escrow account 06/08/2015 31/12/2033 EUR 19,605 19,605
Portugal Novo Banco Loan 30/12/2015 01/06/2022 EUR 21,604 21,604
Angola Banco BIC Escrow account 01/01/2016 31/12/2022 AON 225,056 354
Portugal Banco Português de Investimento Loan 05/07/2016 05/05/2023 EUR 5,337 5,337
Portugal Banco Comercial Português Loan 12/08/2016 30/12/2033 EUR 8,643 8,643
Portugal Caixa Geral de Depósitos Loan 12/08/2016 30/12/2033 EUR 6,101 6,101
Portugal Novo Banco Loan 12/08/2016 30/12/2033 EUR 8,233 8,233
Portugal Banco BAI Europa Loan 22/09/2016 30/10/2023 USD 759 670
Portugal Banco Comercial Português Loan 27/11/2017 30/12/2033 EUR 32,015 32,015
Portugal Banco Comercial Português Loan 16/01/2018 31/12/2033 EUR 3,833 3,833
Portugal Caixa Geral de Depósitos Loan 30/01/2018 15/12/2022 EUR 2,690 2,690
Portugal Banco Comercial Português Loan 30/01/2018 30/01/2023 EUR 7,147 7,147
Portugal Banco Comercial Português Authorised Overdraft 24/04/2018 31/12/2033 EUR 3,414 3,414
Portugal Caixa Geral de Depósitos Loan 15/12/2018 15/06/2022 EUR 828 828
Brazil Banco Bradesco Loan 27/06/2019 30/04/2022 BRL 35,242 5,585
Portugal Caixa Geral de Depósitos Loan 25/07/2019 31/12/2022 EUR 2,439 2,439
Brazil Sandvik credit Loan 29/08/2019 02/08/2023 EUR 266 266
Brazil Sandvik credit Loan 17/10/2019 19/09/2023 EUR 331 331
Brazil Sandvik credit Loan 19/10/2019 19/09/2023 EUR 742 742
Brazil Sandvik credit Loan 22/10/2019 23/09/2023 EUR 674 674
Brazil Sandvik credit Loan 01/11/2019 04/10/2023 EUR 371 371
Brazil Banco Itaú Loan 27/12/2019 30/09/2022 BRL 16,495 2,614
Portugal Banco BIC Loan 02/01/2020 02/07/2025 EUR 4,967 4,967
Portugal Novo Banco Loan 09/03/2020 31/12/2022 EUR 6,589 6,589
Portugal Sandvik credit Loan 06/04/2020 30/11/2024 EUR 981 981
Angola Banco BIC Escrow account 02/06/2020 31/12/2022 AON 2,295,061 3,610
Portugal Nordea Bank Abp Loan 24/06/2020 26/06/2025 EUR 583 583
Angola Banco BAI Europa Loan 31/07/2020 31/07/2027 AON 1,523,259 2,396
Portugal Banco Comercial Português Loan 01/11/2020 01/11/2024 EUR 15,397 15,397
Brazil Banco Bradesco l oan 08/11/2021 09/10/2023 BRL 15,352 2,433
Portugal Miscellaneous Other financing EUR 231 228
Portugal Miscellaneous Other financing USD 3 3
Brazil Miscellaneous Other financing BRL 18,810 2,981
Spain Miscellaneous Other financing EUR 125 125
Angola Miscellaneous Other financing AON 49,589 78
Colombia Miscellaneous Other financing COP 391,381 85

428,030

b) Commercial paper

As at 31 December 2021, the Group had negotiated the following commercial paper programmes:

Geography Bank Type of financing Renewal Contract date Due Date Spread Currency Amount (€)
Portugal Novo Banco Commercial Paper Quarterly 16/12/2005 15/12/2023 1.60% EUR 35.000
Portugal Caixa Geral de Depósitos Commercial Paper Quarterly 07/07/2010 31/12/2033 2.50% EUR 20,550
Portugal Novo Banco Commercial Paper Monthly 30/12/2013 31/12/2033 2.00% EUR 180,350
Portugal Novo Banco Commercial Paper Monthly 28/12/2015 15/06/2027 1.95% EUR 95,000
Portugal Novo Banco Commercial Paper Monthly 14/01/2016 31/12/2033 1.55% EUR 15,200
Portugal Banco BPI Commercial Paper Quarterly 30/01/2018 30/01/2024 1.00% EUR 4,500
350,600

Due to the commitment to successive renewal during the programme contract period, some issues existing at 31 and 2020 are classified as non-current liabilities.

As at 31 December 2021 and 2020 the repayment of the non-current bank loans is defined as follows:

2021 2020
2022 116,400
2023 63,276 43,373
2024 56.591 34.744
2025 45,869 38.786
2026 38.006 37.288
2027 and following 403.512 426.515
207 051 207 100

607,254 697,106

As at 31 December 2021 and 2020 loans in foreign currency were expressed in the following currencies:

2021 2020
Currency Currency Euros Currency Euros
US Dollar 762 673 1.207 984
Anqolan Kwanza 6,248,161 9.828 6,619,105 8,304
Brazilian Real 85,899 13.613 91,678 14,384
Colombian Peso 391.381 85

Financing denominated in foreign currency bears interest at market rates and was converted into euros using the in force on the financial position date.

As at 31 December 2021 and 2020, the conciliation of the changes in liabilities arising from the financing activity is presented as follows:

2021 Opening
balance
Increases Decreases Legal moratorium Currency
conversion
adjustments
Closing
balance
Obtained financing 774,391 4,131,598 (4,130,496) 803 2,334 778,630
2020 Opening
balance
Increases Decreases Legal moratorium Currency
conversion
adjustments
Closing
balance
Obtained financing 811,903 4,036,107 (4,074,828) 9,509 (8.300) 774,391

36 - PROVISIONS

The movement in the accumulated provisions during the periods ended on 31 December 2021 and 2020 was as follows:

Other
provisions
related to the
Bonds to
clients (Note
31)
Lawsuits Construction
losses (Note
31)
Other provisions
for risks and
charges
Total
Balance as at 31 December 2019 7,957 15,944 3,860 8,687 8,605 45,053
Uses (4,610) (7) (4,617)
Reinforcements 1,617 328 506 7,246 1,412 11,109
Reductions (568) (1,807) (873) (2,387) (1,119) (6,754)
Transfers (2,885) 2,868 (17)
Currency conversion adjustments (757) (472) (478) (1,739) (3,446)
Balance as at 31 December 2020 4,396 13,708 3,014 10,183 10,027 41,328
Uses (2,699) (35) (476) (3,210)
Reinforcements 4,850 1,762 968 3,528 3,801 14,909
Reductions a) (4,147) (777) (10,167) (849) (15,940)
Transfers 29 (325) (296)
Currency conversion adjustments 236 52 92 339 719
Perimeter variation (Note 5) (2) (445) (447)
Balance as at 31 December 2021 6,547 11,524 3,284 3,636 12,072 37,063

a) In the period ended on 31 December 2021, the reductions in the items "Guarantee to clients" of 4,147 thousand euros and 10,67 thousand euros, respectively, are essentially explained by the six works in Algeria.

The reinforcements and reductions were made against:

2021 2020
Reinforcements Reductions Total Reinforcements Reductions Total
Results of the period:
Provisions 9,842 (15,549) (5,707) 8,659 (5,680) 2,979
Staff costs 4,945 (388) 4,557 2,385 (955) 1,430
Earnings from associates and joint-ventures (1) (1) 61 (24) 37
Results related to other investments ਪੈ
Other operating expenses 122 (2) 120 (95) (95)
14,909 (15,940) (1.031) 11,109 (6,754) 4,355

37- SUPPLIERS, ADVANCES FROM CLIENTS AND OTHER DEBTS PAYABLE

As at 31 December 2021 and 2020, these items were broken down as follows:

Current Non-current
2021 2020 2021 2020
Suppliers, current account 135.977 106,197
Advance payments from 161.382 126,088 37,229 57,091
Other accounts payable:
Other creditors 28.458 15,970 24.196 5.367
325.817 248,255 61.425 62.458

38 - LEASE LIABILITIES

As at 31 December 2021 and 2020, the Group presents the following maturities arising from the application of IFRS 16:

2021 2020
2021 6.157
2022 6,180 5,300
2023 5,461 4,628
2024 4,670 4,076
2025 4,250 3,892
After 2025 12,095 11,277
32,656 35,330
Current lease liabilities 6,180 6,157
Non-current lease liabilities 26.476 29.173

39 - OTHER CURRENT AND NON-CURRENT LIABILITIES

As at 31 December 2021 and 2020, these items were broken down as follows:

Current Non-current
2021 2020 2021 2020
Government and other public entities:
Corporate Income Tax (IRC) (2,791) 337
Income Tax Withholdings 3,956 1,834
Value Added Tax 11,761 9,228
Contributions for Social Security 3,018 2,778
Other 511 1,374
16,455 15,551
Associates, participated companies and other
shareholders:
Associated companies 475 436
Participated companies 15
Other shareholders 40 190 1,244
515 641 1,244
Accrued expenses:
Insurance to liquidate 20 14
Remunerations payable 13,760 10,281
Interest payable 723 3,393
Other expenses payable 31,567 27,447
46,070 41,135
Deferred income:
Invoiced work not performed (Note 31) 28,649 21,947
Other deferred income 4,722 12,589
33,371 34,536
Other liabilities
Advances on account of sales 26
Other liabilities 52
52 26
96 463 91 889 1 244

40 - CONTINGENT LIABILITIES, GUARANTEES AND COMMITMENTS

Following several inspections of the periods 2008 to 2013, carried out by the Tax and Customs Authority) to the accounting elements of TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A., a company in which 100% of its share capital was held directly by the TD,SA, the following corrections were made to the tax losses initially calculated by this subsidiary:

Period Calculated tax loss AT correction
2008 36.573 611
2011 12,779 3,213
2012 13.294 2.299
2013 26.221 5,000

The nature of the corrections made is presented below:

  1. Financial costs not accepted

With the exception of the situations listed in the following points, the corrections result from the financial charges incurred due to the investment made in owned companies, under the form of ancillary payments subject to the supplementary provisions regime, have been disregarded as a taxable expense.

Given that TEIXEIRA DUARTE- Gestão de Participações e Investimentos Imobiliários, S.A. pays corporate income pursuant to the Special Taxation Regime for Corporate Groups (Article 69 onwards of the Corporate Income Tax Code), the corrections to tax losses over the periods from 2009 to 2011 were subject to Corporate Income Tax settlements and compensatory interest issued to the parent company during these periods - TEIXEIRA DUARTE - Engenharia e Construções, S.A. - that challenged them in court.

The correction related to the 2012 period was subject to an additional settlement by the parent company from that period, TD,SA, which contested it within the statutory periods.

Regarding this correction, and based on fundamentaly identical underlying arguments by the Tax Authority, it is disclosed that, in 2021, TEIXEIRA DUARTE - Engenharia e Construções, obtained a favourable outcome as to the corporate income tax for the years of 2008, 2009 and 2010, by Judgements of the Supreme Administrative and Tax Court, with the same conclusion expected in the remaining periods in dispute.

  1. Application of Article 51 of the Corporate Income Tax Code

According to the Tax Authority, the correction to the tax loss calculated in the period of 2013 refers entirely to the incorrect application of Article 51 of the Corporate Income Tax Code. This correction was subject to a legal challenge by TD,SA as the parent company.

  1. Elimination of economic double taxation - income distributed by the TDF Fund

According to the Tax Authority, the correction to the 2008 tax loss refers entirely to the improper application of Article 22(10) of the Tax Benefits Statute (EBF) to the distribution of income by the TDF Real Estate Investment Fund.

TEIXEIRA DUARTE – Engenharia e Construções, S.A., in its capacity as parent company during the 2006 period, correction under the terms of the law.

As a result of an inspection carried out by the accounting elements of the subsidiary TEIXEIRA DUARTE - Engenharia e Construções, S.A. for the period of 2008, the respective taxable profit calculated at that time in that period, of the value of 35,467 thousand euros, was corrected.

As regards this correction, the subsidiary TEIXEIRA DUARTE - Engenharia e Construções, S.A., in its capacity as the controlling company of the group of companies in force at the time, contested 32,595 thousand euros, related to tax credit, the capital gains tax reinvestment regime and the application of Article 22(10) of the Tax Benefits Statute (EBF).

Following an inspection of the subsidiary TDO - Investimento e Gestão, S.A. for the period of 2014, the Tax Authority also settled a Regional Surtax amounting to 102 thousand euros.

Given that this subsidiary was covered, in 2014, by the regime established in Article 36 of the Tax Benefits Statute, this correction was challenged in court.

Following several inspections carried out by the Tax Authority of the corporate income tax calculation for the periods of 2017, 2017 and 2018, payable by the group of companies taxed under the Special Taxation Regime for Corporate Groups (RETGS) of which TD,SA is the parent company, the following corrections were made:

  1. Application of Article 90 of the Corporate Income Tax Code to the RETGS
Period Corrected tax
2017 663
2018 871
1,534

These corrections arise from the Tax Authority having a different understanding as to the deductions provided for in Article 90 of the Corporate Income Tax Code in the Municipal and State Surtax, calculated under the RETGS, and were contested in court by TD,SA, as the parent company.

It is hereby informed that these corrections, also made by the Tax Authority in the periods of 2013 to 2016, were challenged by TD,SA, the grounds of which were accepted at the administrative stage.

  1. Net Financing Costs (Article 67 of the Corporate Income Tax Code)

On this subject, the Tax Authority corrected the tax result of the RETGS of TD,SA, in the following terms:

  • Correction of the value of 22,710 thousand euros to the corporate income tax of 2015, related to the use of "slack" determined in previous periods;

  • Correction of the value of 6.305 thousand euros for the period of 2018, because the Tax Authority considers that certain accounts should have been excluded from the determination of the EBITDA "for tax purposes" established in Article 67(13) of the Corporate Income Tax Code.

With regard to the correction for the period of 2015, a judicial challenge was lodged by TD,SA as the controlling company, which will adopt a similar procedure regarding the correction for the period of 2018.

Guarantees:

As at 31 December 2021 and 2020 companies included in the consolidation perimeter had provided the following guarantees to third parties:

2021 2020
Granted bank guarantees 236.968 285.660
Guarantee insurance 155.509 110.996

The bank guarantees were essentially provided for the effect of tenders, advances received and as a completion bond for works.

TEIXEIRA DUARTE - Engehharia e Construções, S.A., EPOS - Empresa Portuguesa de Obras Subterrâneas, S.A., SOMAFEL BRASIL -Obras Ferroviárias e Marfimas, LTDA, RECOLTE, Servicios y Medioambiente, S.A.U., EMPA, Serviços de Engenharia, S.A., and TEIXEIRA DUARTE - Engerharia e Construções (Colombia) S.A.S. have bond insurance provided as a performance quarantee for the execution of works and the provision of services.

For the purpose of suspending a tax enforceeding filed against the subsidiary TEIXERA DUARTE - Engenharia e Construções, S.A., related to corporate income tax debt for the period of 2010, TD,SA presented a quarantee, amounting to 10,139 thousand euros, which was accepted by the Tax Authority. Following the favourable decisions for the corporate income tax of 2009 and 2010, the cancellation of this guarantee was requested from the Tax Authority.

The value of the bank guarantees included in the above summary table includes guarantees provided to suspend several tax enforcement proceedings, the details of which are shown below:

– For the purpose of suspending the tax enforceedings brought against the subsidiary TEIXEIRA DUARTE - Engenharia e Construções, S.A. related to corporate income tax debt of 2008, bank guarantees were issued in favour of the Tax Authority, amounting to 4,373 thousand euros as at 31 December 2021. It is disclosed that after the closing of the period, this guarantee was reduced to 3,034 thousand euros, following TA's response to this subsidiary's request;

– For the purpose of suspending the tax enforceedings brought against the subsidiary TDO - Investmento e Gestão, S.A. related to corporate income tax debt of 2014, a bank guarantee was issued in favour of the value of 181 thousand euros;

– For the purpose of suspending tax enforceedings brought against TD,SA related to corporate income tax debts determined under the RETGS for the periods of 2015 to 2017, several bank guarantees were issued, with the active guarantees as at 31 December 2021 being presented below:

Amount of the
Period bank guarantee
2015 125
2016 594
2017 750
1 AGG

As at 31 December 2021, the Group's collateral was broken down as follows:

Geography Bank Type of financing Contract date Due Date Collateral
Portugal Novo Banco Commercial
Paper
16/12/2005 15/12/2023 Pledge of 4,610,000 BCP shares + Pledge of all Shares: Soc. Automóvel Angola + Soc.
Distribuição Angola + Pledge of TDSP Brasil + TD Angola, Lda. + Mortgage of Angolan
Hotels: Alvalade and Bala + Mortgage of Mozambican Hotels: Avenida and Tivoli Beira
Portugal Novo Banco Overdraft 01/02/2007 31/12/2033 Pledge of all Shares: Soc. Automóvel Angola + Soc. Distribuição Angola + Pledge of
TDSP Brasil + TD Angola, Lda. + Mortgage of Angolan Hotels: Alvalade and Baía +
Mortgage of Mozambican Hotels: Avenida and Tivoli Beira
Portugal Banco Comercial
Português
Loan 05/01/2009 15/12/2033 Pledge of all Shares: Soc. Automóvel Angola + Soc. Distribuição Angola + Pledge of
TDSP Brasil + TD Angola, Lda. + Mortgage of Angolan Hotels: Alvalade and Baía +
Mortgage of Mozambican Hotels: Avenida and Tivoli Beira
Portugal Caixa Geral de
Depósitos
Commercial
Paper
07/07/2010 31/12/2033 Pledge of 4,675,000 TDF Fund Participation Units + Pledge of all Shares: Soc. Automóvel
Angola + Soc. Distribuição Angola + Pledge of TDSP Brasil + TD Angola, Lda. + Mortgage
of Angolan Hotels: Alvalade and Baía + Mortgage of Mozambican Hotels: Avenida and
Tivoli Beira
Portugal Caixa Geral de
Depósitos
Escrow account 07/07/2010 31/12/2033 Pledge of 4,675,000 TDF Fund Participation Units + Pledge of all Shares: Soc. Automóvel
Angola + Soc. Distribuição Angola + Pledge of TDSP Brasil + TD Angola, Lda. + Mortgage
of Angolan Hotels: Alvalade and Baía + Mortgage of Mozambican Hotels: Avenida and
Tivoli Beira
Portugal Novo Banco Commercial
Paper
30/12/2013 31/12/2033 Pledge of all EPOS shares and all C+PA shares + Pledge of 1,325,000 TDF Fund
Participation Units + Montijo Industrial Centre Mortgage + Mortgage of 7 Lots Mafamude
+ Mortgage of 9 Lots Santa Marinha Design District - Santa Marinha + Pledge of all
Shares: Soc. Automóvel Angola + Soc. Distribuição Angola + Pledge of TDSP Brasil + TD
Angola, Lda. + Mortgage of Angolan Hotels: Alvalade and Baía + Mortgage of
Mozambican Hotels: Avenida and Tivoli Beira
Portugal Banco Comercia
Português
Escrow account 27/06/2014 31/12/2033 Pledge of all Shares: Soc. Automóvel Angola + Soc. Distribuição Angola + Pledge of
TDSP Brasil + TD Angola, Lda. + Mortgage of Angolan Hotels: Alvalade and Baía +
Mortgage of Mozambican Hotels: Avenida and Tivoli Beira
Portugal Caixa Geral de
Depósitos
Loan 22/09/2014 01/06/2034 Pledge of all Shares: Soc. Automóvel Angola + Soc. Distribuição Angola + Pledge of
TDSP Brasil + TD Angola, Lda. + Mortgage of Angolan Hotels: Alvalade and Baía +
Mortgage of Mozambican Hotels: Avenida and Tivoli Beira
Portugal BIC Escrow account 06/08/2015 31/12/2033 Bank Guarantee from BIC AO to BIC PT + TD Angola, Lda Mortgage (Building No. 2554) -
Complexo Comercial e Oficinas Pólo Automóvel in Talatona (Angola)
Portugal Novo Banco Commercial
Paper
28/12/2015 15/06/2027 Pledge of 1,045,610 Shares in Recolte España + Pledge of 50% of TDE Shares + Pledge
of all Shares: Soc. Automóvel Angola + Soc. Distribuição Angola + Pledge of TDSP Brasil
+ TD Angola, Lda. + Mortgage of Angolan Hotels: Alvalade and Bala + Mortgage of
Mozambican Hotels: Avenida and Tivoli Beira
Portugal Novo Banco Loan 30/12/2015 01/06/2022 Pledge of 2,006,396 BCP shares + Pledge of all Shares: Soc. Automóvel Angola + Soc.
Distribuição Angola + Pledge of TDSP Brasil + TD Angola, Lda. + Mortgage of Angolan
Hotels: Alvalade and Bala + Mortgage of Mozambican Hotels: Avenida and Tivoli Beira
Portugal Novo Banco Commercial
Paper
14/01/2016 31/12/2033 Pledge of all TDGI shares + Pledge of all Shares: Soc. Automóvel Angola + Soc.
Distribuição Angola + Pledge of TDSP Brasil + TD Angola, Lda. + Mortgage of Angolan
Hotels: Alvalade and Bala + Mortgage of Mozambican Hotels: Avenida and Tivoli Beira
Portugal Caterpillar Loan 07/07/2016 07/01/2022 Respective Equipment
Portugal Caterpillar Loan 07/08/2016 07/02/2022 Respective Equipment
Geography Bank Type of financing Contract date Due Date Collateral
Portugal Banco Comercial
Português
Loan 12/08/2016 31/12/2033 Mortgage of Plot 26 of the developments of Magnólia and Coina + Vale Figueira, Leziria
Park 2, Villa Rio, Jardins da Póvoa and Póvoa Logistics Park + Pledge of all Shares: Soc.
Automóvel Angola + Soc. Distribuição Angola + Pledge of TDSP Brasil + TD Angola, Lda
+ Mortgage of Angolan Hotels: Alvalade and Baía + Mortgage of Mozambican Hotels:
Avenida and Tivoli Beira
Portugal Caixa Geral de
Depósitos
Loan 12/08/2016 31/12/2033 Mortgage of Plot 26 of the developments of Magnólia and Coina + Vale Figueira, Lezíria
Park 2, Villa Rio, Jardins da Póvoa and Póvoa Logistics Park + Pledge of all Shares: Soc.
Automóvel Angola + Soc. Distribuição Angola + Pledge of TDSP Brasil + TD Angola, Lda
+ Mortgage of Angolan Hotels: Alvalade and Baía + Mortgage of Mozambican Hotels:
Avenida and Tivoli Beira
Portugal Novo Banco Loan 12/08/2016 31/12/2033 Mortgage of Plot 26 of the developments of Magnólia and Coina + Vale Figueira, Lezíria
Park 2, Villa Rio, Jardins da Póvoa and Póvoa Logistics Park + Pledge of all Shares: Soc.
Automóvel Angola + Soc. Distribuição Angola + Pledge of TDSP Brasil + TD Angola, Lda
+ Mortgage of Angolan Hotels: Alvalade and Baía + Mortgage of Mozambican Hotels:
Avenida and Tivoli Beira
Portugal Caterpillar Loan 12/12/2016 22/06/2022 Respective Equipment
Portugal Banco Comercial
Português
Loan 27/11/2017 30/12/2033 Pledge of all Shares: Soc. Automóvel Angola + Soc. Distribuição Angola + Pledge of
TDSP Brasil + TD Angola, Lda. + Mortgage of Angolan Hotels: Alvalade and Baía +
Mortgage of Mozambican Hotels: Avenida and Tivoli Beira
Portugal Banco Comercial
Português
Loan 30/01/2018 30/01/2023 Pledge of all Shares: Soc. Automóvel Angola + Soc. Distribuição Angola + Pledge of
TDSP Brasil + TD Angola, Lda. + Mortgage of Angolan Hotels: Alvalade and Baía +
Mortgage of Mozambican Hotels: Avenida and Tivoli Beira
Portugal Caixa Geral de
Depósitos
Loan 30/01/2018 15/12/2022 Pledge of all Shares: Soc. Automóvel Angola + Soc. Distribuição Angola + Pledge of
TDSP Brasil + TD Angola, Lda. + Mortgage of Angolan Hotels: Alvalade and Baía +
Mortgage of Mozambican Hotels: Avenida and Tivoli Beira
Portugal Banco Comercial
Português
Loan 24/04/2018 31/12/2033 Pledge of all Shares: Soc. Automóvel Angola + Soc. Distribuição Angola + Pledge of
TDSP Brasil + TD Angola, Lda. + Mortgage of Angolan Hotels: Alvalade and Baía +
Mortgage of Mozambican Hotels: Avenida and Tivoli Beira
Portugal Caixa Geral de
Depósitos
Loan 15/12/2018 15/06/2022 Pledge of all Shares: Soc. Automóvel Angola + Soc. Distribuição Angola + Pledge of
TDSP Brasil + TD Angola, Lda. + Mortgage of Angolan Hotels: Alvalade and Baía +
Mortgage of Mozambican Hotels: Avenida and Tivoli Beira
Brazil Banco Itaú Loan 09/05/2019 31/01/2022 Quartier Brooklin Condominium Real Estate Development - São Paulo / Brazil (108
Independent Units)
Brazil Banco Bradesco Loan 27/06/2019 30/04/2022 Condomínio Loomi Paulista Real Estate Development - São Paulo / Brazil (96 Independent
Units)
Brazil Banco Itaú Loan 27/12/2019 30/09/2022 Condomínio Loomi Klabin real estate development - São Paulo / Brazil (60 Independent
Units)
Portugal Sandvik credit Loan 06/04/2020 30/11/2024 Respective Equipment
Portugal Nordea Bank Abp Loan 24/06/2020 26/06/2025 Respective Equipment
Brazil Banco Bradesco Loan 04/12/2020 31/03/2024 Real Estate Development Condominium Reserva Alta Vista - São Paulo / Brazil (204
Independent Units)
Angola BIC Loan 05/08/2021 05/08/2024 Respective Equipment
Colombia Bancolômbia Loan 17/09/2021 17/08/2022 Respective Equipment
Brazil Miscellaneous Loan Miscellaneous Miscellaneous Respective equipment for multiple financing contracts

Financial commitments:

As at 31 December 2021 and 2020, the comfort letters provided by TEIXEIRA DUARTE, S.A. and its subsidiaries reached 323,521 thousand euros and 304,012 thousand respectively.

As at 31 December 2021 and 2020, factoring contracts without right of recourse were in force, which were registered as reductions in accounts receivable of the value of 5,393 and 789 thousand euros, respectively. According to the Group's liability is essentially restricted to the guaranteed acceptance of the invoices subject to factoring on the part of the clients.

41 - FINANCIAL RISK MANAGEMENT

General principles:

The Group is exposed to a number of financial risks arising from its activities, among which the following deserve special mention:

  • interest rate risks arising from financial liabilities;

  • exchange rate risk resulting essentially from the existence of operations and assets located the Eurozone, specifically Angola, Algeria, Brazil, Colombia, Ecuador, Macambique, Peru and Venezuela, as well as the availability of convertible currencies on some of these markets;

  • credit risk, particularly from amounts receivable from clients related to the Group's operating activities;

  • liquidity risk, as regards the maintenance of cash balance stability.

The Group's Financial Department ensures the centralised management of the financing of cash surplus, currency conversion transactions, as well as the Group. In addition to the above, it is responsible for identifying, measuring, proposing and implementing measures to manage/mitigate the financial risks to which the Group is exposed.

Following is a more detailed description of Group's main financial risks and measures implemented to manage them.

Interest rate risk

The objective of the interest rate risk management policy is the cost of debt subject to the maintenance of a low level of volatility of financial costs.

As at 31 December 2021 the financial liabilities had a variable interest rate of 99.81% (99% as at 31 December 2020) and 0.19% a fixed interest rate (1% as at 31 December 2020).

Had the market interest rates been higher (lower) by 1 p.p. during the periods ended on 31 December 2021 and 2020. the financial results of these periods would have (decreased by (8,148) / 8,148 thousand euros (8,227) / 8,27 thousand euros, respectively.

Exchange rate risk

The Group's operating activities are exposed to variations in the euro exchange rate against other currencies.

In addition, considering the different countries where the Group runs its business, its exchange rate risk by default results from its subsidiaries reporting assets and liabilities in currency of the report, specifically, Angola, Algeria, Brazil, Colombia, Ecuador, Macau, Morocco, Mozambique, Peru and Venezuela.

The exchange rate risk management policy followed by the Group is ultimately aimed at reducing the Group's net income to currency fluctuations.

Assets Liabilities Currencv 2021 2020 2021 2020 Venezuelan Bolivar 2,309 4,345 Algerian Dinar 20,461 19,164 54,181 13,380 Kuwaiti Dinar 5,244 15 6,021 252 Moroccan Dirham 84 495 35 Tunisian Dinar 37 US Dollar 116,095 99,058 42,256 30,606 Cape Verdean Escudo 3 Japanese Yen 54 56 20 17 Pound Sterling 410 477 205 293 Angolan Kwanza 57,287 55,253 87,185 88,550 Mozambican Metical 60,192 37,554 34,903 40,104 Peruvian Novo Sol 4 4 Macanese Pataca (185) 24 22 Colombian Peso 3,219 South African Rand 38 34 20 21 15.927 Brazilian Real 21,196 200 5.201 Qatar Rial 78 544 280,880 214,202 231,092 196,774

The monetary assets and liabilities denominated into euros as at 31 December 2021 and 2020, were as follows:

The management of exchange rate risk is based on the permanent quantification of financial and accounting exposures.

The possible impacts caused on net income in the periods ended on 31 December 2021 and 2020, if a 5% appreciation of the aforementioned currencies were to occur, can be summarised as follows:

Currency 2021 2020
Venezuelan Bolivar (102)
Algerian Dinar (1,686) 289
Kuwaiti Dinar (39) (12)
Moroccan Dirham (21) (2)
Tunisian Dinar (2)
US Dollar 3,692 3,423
Japanese Yen 2 2
Pound Sterling 10 9
Angolan Kwanza (1,495) (1,665)
Mozambican Metical 1,264 (128)
Macanese Pataca (10) (1)
Colombian Peso (161)
South African Rand 1 1
Brazilian Real 800 (786)
Qatar Rial (27) 4
2,489 871

The Board of Directors believes that the sensented above, based on the position on the indicated dates, might not be representative of the exchange rate risk exposure to which the Group is subject over the period.

Credit risk

Credit risk is primarily related to the balances receivable from clients and other debtors related to the Group's operating activities. The deterioration of global economic conditions or adversities that affect the economies on a local, national scale may result in the inability of the Group's clients to meet their obligations, with possible negative effects on the Group.

This risk is monitored on a regular basis by each of the Group's businesses for the purpose of:

  • limiting credit granted to clients, considering their profile and the account receivable;

  • monitoring the evolution of the level of credit granted;

  • analysing the recoverability of receivables on a regular basis;
  • the impairment losses of the accounts receivable are calculated considering:
    • the analysis of the age of the accounts receivable;
    • the client's risk profile;
    • the financial conditions of clients;
    • the current macroeconomic environment resulting from the impact of the Covid-19 pandemic.

As at 31 December 2021 and 2020 Board of Directors believes that the estimated impairment losses of the accounts receivable are adequately disclosed in the financial statements.

As at 31 December 2021 and 2020, the accounts receivable from clients (Note 27) for which no impairment losses were recorded, because the Board of Directors considered that they are realisable, are as follows:

2021 2020
Balances
Unexpired 66.198 58.427
Up to 180 days 33.030 41.626
180 to 360 days 7,536 5,812
Over 360 days 43,569 58,266
150,333 164,131

The credit quality of the accounts receivable which are not yet due included in the table above is monitored on a regular basis, based on the objectives described above.

Liquidity risk

This risk can occur if the sources of financing, such as the cash flows from operating activities, divestment, credit lines and from financing operations, do not meet the financing needs, such as the cash outflows for operating activities and financing, investments, remuneration of shareholders and debt repayment.

As a way of mitigating this risk, the Group seeks to contract new financing and an average debt maturity that allow it to amortise its debt in adequate periods of time.

Financial liabilities maturing within one year are replaced with medium and long-term maturities as deemed appropriate.

The maturity of the financial liabilities as at 31 December 2021 and 2020 is as follows:

2021
Up to 1 year From 1 to 2
DADDIT
From 2 to 3
NOOD
Over 3 years l otal
Obtained financing 171,376 63,276 56,591 487,387 778,630
Lease liabilities 6,180 5,461 4.670 16,345 32,656
Suppliers 135,977 135,977
Advance payments from clients 161,382 37,229 198,611
Other debts payable 28.458 24.196 52,654
Other liabilities 96.463 1.244 97,707
599,836 131,406 61,261 503,732 1,296,235
2020
Up to 1 year 1 to 2 years 2 to 3 years Over 3 years l otal
Obtained financing 77,285 116,400 43,373 537,333 774,391
Lease liabilities 6.157 5,300 4,628 19.245 35,330
Suppliers 106,197 106,197
Advance payments from clients 126,088 42.718 6,617 7,756 183,179
Other debts payable 15,970 5,367 21,337
Other liabilities 91,889 91,889
423,586 169,785 54.618 564,334 1,212,323

As at 31 December 2021 and 2020, the amount of disposable cash and the unused amount of the commercial paper programme and credit lines reached 210,189 thousand euros and 210,822 thousand euros, respectively.

42 - FINANCIAL ASSETS AND LIABILITIES UNDER IFRS 9

The accounting policies established in IFRS 9 for financial instruments were applied to the following items:

2021
Loans and Other liabilities
accounts Financial and financing
receivable assets obtained Total
Assets:
Cash and cash equivalents 92,847 92,847
Clients 150,333 150,333
Other financial investments at fair value through other comprehensive income 11,453 11,453
Other financial investments at amortised cost 2,752 2,752
Other credit receivable 49,921 49,921
Other assets 74.662 74,662
Total financial assets 367,763 14,205 381,968
Liabilities:
Obtained financing 778,630 778,630
Lease liabilities 32,656 32,656
Suppliers 135,977 135,977
Advance payments from clients 198,611 198,611
Other debts payable 52,654 52,654
Other liabilities 47,881 47,881
Total financial liabilities 1,246,409 1,246,409
2020
l oans and Other liabilities
accounts Financial and financing
receivable assets obtained Total
Assets:
Cash and cash equivalents 116,215 116,215
Clients 164.131 164,131
Other financial investments at fair value through other comprehensive income 11,648 11,648
Other financial investments at amortised cost 2,569 2,569
Other credit receivable 42,453 42,453
Other assets 133,412 133,412
Total financial assets 456,211 14,217 470,428
Liabilities:
Obtained financing 774,391 774,391
Lease liabilities 35,330 35,330
Suppliers 106,197 106,197
Advance payments from clients 183,179 183,179
Other debts payable 21,337 21,337
Other liabilities 41,801 41,801
Total financial liabilities 1,162,236 1,162,236

43 - MEASUREMENTS AT FAIR VALUE

Fair value estimate - assets and liabilities measured at fair value

The following table presents the Group's assets and liabilities, measured at fair value as at 31 December 2021 according to the following fair value hierarchy levels:

– Level 1: the fair value of financial instruments is based on lending net market prices as at the statement of financial position;

– Level 2: the fair value of financial instrumed based on lending net market prices, but rather through use of valuation models;

– Level 3: the fair value of financial instrumed based on lending net market prices, but rather through use of valuation models whose main inputs are not observable on the market.

Category Item Level 1
Assets:
Other financial investments at fair value through other comprehensive income Shares 940 8.955 1.558
Investment properties Buildings and land 271,308

Except for non-current financial assets and liabilities have short term maturities and so their fair value is considered to be identical to their respective book values.

Most of the financing obtained, as stated in Note 35, is contracted at variable interest rates. Therefore, it is deemed that the corresponding book value (amortised cost) does not differ significantly from the corresponding market value.

44 - AUDITOR FEES AND SERVICES

In the periods ended on 31 December 2021, the fees for services provided by the auditors to Group companies (Moore Stephens and BDO in Portugal; Moore Stephens and Deloitte in Brazil; Moore Stephens in Spain and Belgium Ernst & Young in Angola and Ernst & Young in Mozambique; as well as other auditors) were as follows:

2021 2020
Statutory audit services 776 733
Other reliability assurance services 3 3
Tax advisory services 7 17
Other services 26 16
812 769

45 - CURRENCY CONVERSION ADJUSTMENTS

In the periods ended on 31 December 2021 and 2020, the currency conversion adjustments calculated during the conversion of the financial statements of companies denominated in foreign currencies, for each geographic area, were as follows:

2021 2020
Angola 78.487 (107,258)
Algeria 1,107 (6,037)
Brazil 798 (39,655)
Mozambique 12,232 (15,288)
Venezuela 302 (5,702)
Other markets 792 (2,047)
Total 93.718 (175,987)

46 - APPROVAL OF THE FINANCIAL STATEMENTS

The financial statements for the period ended on 31 December 2021 were approved at a meeting of the Board of Directors on 22 April 2022, however, they are still subject to approval under the commercial law in force in Portugal by the General Meeting of Shareholders, whose meeting is scheduled to take place on 23 May 2022.

47 - SUBSEQUENT EVENTS

A court judgement of last resort handed down on 17 February 2022 by an Algerian of proceedings concerning a partner of Teixeira Duarte - Engenharia e Construções, S.A. called into questional and financial conditions that made it possible to ensure the normal execution of six public contracted in this context, despite being a subsequent event, the Board of Directors decided to recognits for the 2021, the effects arising from the suspension of the activity of those six public contracts, the estimated in a worsening of Net Income by 61,120 thousand euros, a reduction of Liabilities by 13,722 thousand euros and a reduction of Assets by 74,842 thousand euros.

Recent geopolitical events, which began on 24 February 2022 as a result of Ukraine, have created a climate of growing political and social instability, of unpredictable proportions and with significant repercussions on global economic activity. Although the Group does not have direct exposure in those countries in conflict, it cannot fail to be affected by the indirect economic impacts that may arise, should the conflict not be resolved in the short term, and which are not estimate reliably.

We are not aware of any other material fact, with an impact on the financial statements consolidated as at 31 December 2021, that occurred between the end of the period and the present date.

The Certified Accountant

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Report, Opinions and Certifications of the Supervisory Bodies 2021

REPORTS AND ACCOUNTS 2021

REPORT AND OPINION OF THE SUPERVISORY BOARD

To the Shareholders.

Introduction

Pursuant to Article 420(1)(g) of the Commercial Companisory Board presents its report on the supervisory activities that it conducted at TEIXEIRA DUARTE, S.A., as well as its opinion on the report and accounts for the financial year ended on 31 December 2021, and on the proposed appropriation of net income.

The appraised report and accounts were approved by the Board of Directors at a meeting held on 22 April 2022 and include the Consolidated Management Report, Non-Financial Information, the Corporate Report and the Individual and Consolicated Financial Statements.

Report

Under the scope of attributes and competences legally conferred upon us, we monitor the activities of the Company and Group, specifically through the Chairperson of the Supervisory Board's regular participation in the monthly meetings of the Board of Directors, and in other meetings and contacts with the Board of Directors, management and other Group managers, and Audit Firm.

We also held periodic meetings in which we appraised the activity and business of the Group, and compliance with the law and the Articles of Association, and we analysed the interim reports and accounts, including the accounting policies and the adopted valuation criteria, in order to ensure that they lead to a correct appraisal of equity and results.

In addition to these meetings, some of which were held remotely using electronic communication platforms, we supervised the process of preparing and disclosing the annual financial information contained in the accounting documents and:

  • · we found that the management report contains a clear presentation of the most significant aspects of the evolution of the business, of its financial and non-finance and of the financial situation of the Company and the Group, as well as of the impact on the Group's business caused by the constraints arising from the worldwide Covid-19 pandemic declared in the first quarter of 2020 and still present;
  • · we have verified that both the management report and the corporate governance report provide detailed information on the operational, financial, market and other risks to which the different activities and Group companies are subject, specifically exchange rate risk resulting from exposure to some markets where the Group has activities are very volatile with a significant impact on assets, results and equity;
  • · we found that the individual and consolidated financial statements, including the respective notes, offer a true and fair view of the financial position of the Company and of the TEIXEIRA DUARTE Group, respectively;
  • we appraised the Legal Certification of Accounts and Audit Report of the individual financial statements and the Legal . Certification of Accounts and Audit Report of the consolidated financial statements issued on 29 April 2022 by the Audit Firm, which contain no reservations or emphases. We also appraised the Additional Report addressed to the Supervisory Board, issued under the terms of current legislation, which describes how the aforementioned Audit and reached the conclusions.

We understand that the audit services were provided independently, under the terms of current legislation, and the Audit Firm has declared that it has not rendered any other permitted services.

We draw attention to the situation arising from the suspension of some businesses in the Venezuelan and Algerian markets, for the reasons set out in the management report, and whose negative effects are, with the information currently available, reflected in the 2021 financial statements and disclosed in the accountability in approval.

Opinion

Accordingly, taking into account the information provided to us by the Board of Directors and the Company's Services, as well as the conclusions contained in the Legal Certification of Accounts and Audit Report on the individual and consolidated financial statements issued by the Audit Firm, we are of the opinion that;

Reports, Opinions and Certifications of the Supervisory Bodies 2021

  • a) the Management Report of the Board of Directors should be approved;
  • b) the individual and consolidated financial statements relative to 2021 should be approved;
  • c) the proposed appropriation of net income submitted by the Board of Directors should be approved.

Statement referred to in Article 245(1)(c) of the Securities Market Code.

Pursuant to Article 245(1)(c) of the Portuguese Securities Market Code, the Supervisory Board state that, to the best of their knowledge, the annual accounts and other documents were prepared in accordance with the applicable accounting standards, giving a true and fair view of the assets and liabilities, financial situation and net income of TEIXEIRA DUARTE, S.A. and the companies included in the consolidation perimeter. They also state that the management report faithfully sets out the evolution of the businesses, the performance and financial position of TEIXEIRA DUARTE, S.A., and of the companies included in the consolidation perimeter, and that the aforementioned report contains a description of the main business.

Lisbon, 29 April 2022

Óscar Manuel Machado de Figueiredo – Chairman

Ana Cristina Louro Ribeiro Doutor Simões - Director

João Salvador dos Santos Matias – Member

Moore Stephens & Associados, SROC, S.A.

Av. Miguel Bombarda 36, 6° 1050-165 Lisboa, Portugal T +351 218 471 933 www.moore.pt

STATUTORY AUDITORS' REPORT and AUDITORS' REPORT

(Free translation from a report originally issued in Portuguese language. In case of doubt, the Portuguese version will always prevail.)

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

Opinion

We have audited the accompanying financial statements of Teixeira Duarte, S.A. (the Entity), which comprise the balance sheet as at 31 December 2021 (showing a total of 1,019,002 thousand euros and total equity of 205,915 thousand euros, including a net loss for the year of 125,858 thousand euros), the income statement by nature, the changes in equity and the cash flow statement for the year then ended, and the notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements give a true and fair view, in all material respects, of the financial position of Teixeira Duarte, S.A. as at 31 December 2021, and of its financial performance and its cash flows for the year then ended in accordance with Accounting and Financial Reporting Standards adopted in Portugal under the Portuguese Accounting System.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) and further technical and ethical standards and guidelines as issued by Ordem dos Revisores Oficiais de Contas (the Portuguese Institute of Statutory Auditors). Our responsibilities under those standards are further described in the "Auditor's Responsibilities for the Financial Statements" section below. We are independent of the Entity in accordance with the law and we fulfilled other ethical requirements in accordance with the Portuguese Institute of Statutory Auditors' code of ethics.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

KEY AUDIT MATTERS

SUMMARY OF OUR RESPONSE

1. Valuation of financial investments in subsidiaries

As disclosed in notes 3.2 a), 9 and 10 to the financial statements, the financial investments in subsidiaries, in the amount of 957,981 thousand euros, are valued by the equity method.

The valuation of the Entity's financial investments was considered a relevant matter in our audit, because the carrying amount of these assets is significant and the measurement process adopted is complex, given the large number of direct and indirect shareholdings and the diversity of the geographies in which the subsidiaries operate.

In the period ended 31 December 2021, the Entity recognized net losses imputed to subsidiaries, in the net amount of 102,183 thousand euros, which includes the loss occurred in the subsidiary Teixeira Duarte - Engenharia e Construções, S.A. in the amount of 112,827 thousand euros.

In order to validate the adequate valuation of the financial holdings we have performed several audit procedures in order to mitigate the risks of material distortion in this area, highlighting the following:

  • · Obtaining the financial statements of the subsidiaries and the respective legal certifications of the accounts;
  • Validation of the uniformity of the accounting policies adopted in valuing the direct and indirect financial holdings held by the Entity;
  • · Research into the existence of possible indications that these assets may be impaired;
  • · Identification of the events that gave rise to losses both in Venezuela and Algeria, recognised by the subsidiary Teixeira Duarte - Engenharia e Construções, S.A., and verification of the respective rationale and reasonableness;
  • · Verification of the adequacy of the measurement criteria adopted, testing of the accuracy of the calculations performed and verification of the adequate accounting recognition; and
  • Validation of the disclosures included in the notes to the financial statements

2. Subsequent events

As mentioned in Note 25 to the financial statements, the Board of Directors decided to recognise in the accounts of the subsidiary Teixeira Duarte - Engenharia e Construções, S.A., for the period ended 31 December 2021, the effects of a final court sentence, issued on 17 February 2022, by an Algerian court, which called into question the operational and financial conditions that would ensure the normal execution of six public works contracts contracted in Algeria.

The effects arising from the suspension of the activity of the referred works had a significant impact on the financial statements, which is reflected in the reduction of the value of the financial investment and of the result of that subsidiary, in the amount of 61,120 thousand euros

Considering the nature and extension and the fact that it is an adjustable subsequent event, we understand that we should classify this matter as of the greatest relevance for our audit.

Our audit approach included the execution of various procedures in order to mitigate the risks of material distortion, highlighting the following:

  • · Analysis of the information provided by the Board of Directors regarding the context in which the activity was carried out by the Groupings, in which the subsidiary participated;
  • · Analysis of a report produced by the Algerian lawyers confirming the legal proceedings and describing the fundamental elements of the case and the respective outcome;
  • Verification that the accounting records made are adequately supported and approved by the management body;
  • · Evaluation of the judgements and assumptions that were the basis for the decision to derecognise the assets and liabilities of the subsidiary related to the activity of the six construction contracts; and
  • · Validation of the disclosures included in the notes to the financial statements.

Responsibilities of management and the supervisory board for the financial statements

Management is responsible for:

  • · the preparation of financial statements that give a true and fair view of the Entity's financial position, financial performance and cash flows in accordance with Accounting and Financial Reporting Standards adopted in Portugal under the Portuguese Accounting System;
  • · the preparation of the management report, the corporate governance report, the non-financial information statement and the remunerations report in accordance with applicable laws and regulations;
  • · designing and maintaining an appropriate internal control system to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error;
  • · the adoption of accounting policies and principles appropriate in the circumstances; and,
  • · assessing the Entity's ability to continue as a going concern, and disclosing, as applicable, matters that may cast significant doubt about the Entity's ability to continue as a going concern.

The supervisory body is responsible for overseeing the Entity's financial reporting process.

Auditor's responsibilities for the audit of the financial statements

Our responsibility is to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

  • · identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
  • · obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Entity's internal control;
  • · evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;
  • · conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Entity's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Entity to cease to continue as a going concern;

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  • · evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation;
  • · communicate with those charged with governance, including the supervisory body, regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit;
  • · from the matters communicated with those charged with governance, including the supervisory body, we determine those matters that were of most significance in the financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes their public disclosure; and
  • · provide the supervisory body with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

Our responsibility also includes the verification that the information contained in the management report is consistent with the financial statements, and the verifications under nr. 4 and nr. 5 of article 451 of the Portuguese Companies' Code in matters of corporate governance, as well as the verification that the non-financial statement and the remunerations report have been presented.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

On the management report

Pursuant to article 451, nr. 3, al. e) of the Portuguese Companies' Code, it is our opinion that the management report was prepared in accordance with the applicable legal and regulatory requirements and the information contained therein is consistent with the audited financial statements and, having regard to our knowledge and assessment over the Entity, we have not identified any material misstatements. However, we should point out that the Entity did not prepare an independent management report on the individual activity since, as usual, all relevant information will be included in the consolidated management report. As referred to in article 451, nr. 7 of the Portuguese Companies' Code this opinion is not applicable to the non-financial statement included in the management report.

On the Corporate Governance Report

Pursuant to article 451, nr. 4, of the Portuguese Companies' Code, it is our opinion that the corporate governance report includes the information required to the Entity to provide as per article 29-H of the Securities Code, and we have not identified material misstatements on the information provided therein in compliance with paragraphs c), d), f), h), i) and I) of nr. 1 of that article.

On non-financial statement

In compliance with paragraph 6 of article 451 of the Portuguese Companies' Code, we hereby inform that the Entity has included in its management report the non-financial statement, as provided for in article 66-B of the Portuguese Companies' Code.

On the remunerations report

Pursuant to article 26-G, nr. 6 of the Securities Code, we inform that the Entity has included in the Corporate Governance Report, in a separate chapter, the information provided in nr. 2 of that article.

On the additional matters provided in article 10 of Regulation (EU) nr. 537/2014

Pursuant to article 10 of the Regulation (EU) nr. 537/2014 of the European Parliament and of the Council, of 16 April 2014, and in addition to the key audit matters mentioned above, we also report the following:

  • · We were appointed as auditors of the Entity for the first time in the shareholders' general meeting held 30 May 2015 for a mandate from 2015 to 2018. We have been reelected in the shareholders' general meeting held 27 May 2019 for a mandate from 2019 to 2022;
  • Management has confirmed to us that they are not aware of any fraud or suspicion of fraud having occurred that has a material effect on the financial statements. In planning and executing our audit in accordance with ISAs we maintained professional scepticism and we designed audit procedures to respond to the possibility of material misstatement in the financial statements due to fraud. As a result of our work, we have not identified any material misstatement to the financial statements due to fraud;
  • · We confirm that our audit opinion is consistent with the additional report we have prepared and delivered to the supervisory body of the Entity on 28 April 2022; and
  • · We declare that we have not provided any prohibited services as described in Article 5 of the Regulation (EU) nr. 537/2014 of the European Parliament and of the Council, of 16 April 2014, and we have remained independent of the Entity in conducting the audit.

Lisbon, 29 April 2022

MOORE STEPHENS & ASSOCIADOS, SROC, S.A. Represented by António Gonçalves Monteiro ROC Nº 382, CMVM Registration Nº 20160109

Moore Stephens & Associados, SROC, S.A.

Av. Miguel Bombarda 36, 6° 1050-165 Lisboa, Portugal T +351 218 471 933 www.moore.pt

STATUTORY AUDITORS' REPORT and AUDITORS' REPORT

(Free translation from a report originally issued in Portuguese language. In case of doubt, the Portuguese version will always prevail.)

REPORT ON THE AUDIT OF THE CONSOLDATED FINANCIAL STATEMENTS

Opinion

We have audited the accompanying consolidated financial statements of Teixeira Duarte, S.A. (the Group), which comprise the consolidated statement of financial position as at 31 December 2021 (showing a total of 1,647,705 thousand euros and a total equity of 189,205 thousand euros, including a net loss for the year of 119,140 thousand euros), the consolidated income statement by nature, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements give a true and fair view, in all material respects, of the consolidated financial position of Teixeira Duarte, S.A. as at 31 December 2021, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with the International Financial Reporting Standards as endorsed by the European Union.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) and further technical and ethical standards and guidelines as issued by Ordem dos Revisores Oficiais de Contas (the Portuguese Institute of Statutory Auditors). Our responsibilities under those standards are further described in the "Auditor's Responsibilities for the Consolidated Financial Statements" section below. We are independent of the entities comprising the Group in accordance with the law and we have fulfilled other ethical requirements in accordance with the Portuguese Institute of Statutory Auditors' code of ethics.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current year. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

KEY AUDIT MATTERS SUMMARY OF OUR RESPONSE

1. International Exposure

As disclosed in Note 7 to the consolidated financial statements, the Group's activity is spread over 6 business areas, with operations in 7 countries, with different economic contexts and operational risks.

The Group's activity outside Portugal represents 63.5% of its turnover. As mentioned in Note 41 to the consolidated financial statements, several territories where the Group operates are subject to significant exchange rate fluctuations of their currencies against the Euro.

The exposure to the currencies of those countries and the worsening of the global economic environment bring increased risks to the Group, namely

  • Foreign Exchange Risk, arising from the i) strong fluctuation of local functional currencies against the euro;
  • ii) Liquidity Risk, resulting from difficulties in repatriating currency from those territories; and
  • iii) Credit Risk, resulting from the reduction in the purchasing power of customers in various geographical areas and insufficient response capacity and support to local economies.

Due to their significance and unpredictability, we consider these issues as relevant matters on our audit.

Our audit approach included the execution of several procedures in order to mitigate the risks of material misstatement, highlighting the following:

  • · Assessment of the types of risks to which the Group is exposed and validation of the adequacy of the Group's disclosures, in relation to the risk management policy;
  • · Evaluation of the Group's degree of exposure to geographies with high exchange and liquidity risks;
  • Evaluation of the collectability risks and of the adequacy of the recognition of eventual impairments in accounts receivable;
  • · Analysis of the currency translation of the financial statements of subsidiaries in different geographies, by reference to International Financial Reporting Standards (IFRS);
  • · Follow-up of the actions developed in 2021 for the reduction of the Group's exposure in geographies with greater instability and business risk; and
  • · Validation of the disclosures included in the notes to the consolidated financial statements.

SUMMARY OF OUR RESPONSE

2. Recognition of revenue from construction contracts

As explained in Note 7 to the consolidated financial statements, the Group's revenue comes from several business areas, being construction the most relevant segment, representing 55.8% of revenue (55.5% in 2020).

As referred to in Note 2.21 to the consolidated financial statements, revenue and expenses arising from the construction segment are recognised in accordance with IFRS 15 -"Revenue from Contracts with Customers", which establishes that revenue and margins associated with construction contracts in progress are recognised according to the percentage of completion, determined by the ratio between costs incurred and total estimated costs for each contract.

Given the uncertainty and complexity of the judgements associated to the estimates of the costs to be incurred until the conclusion of the works, we consider this matter relevant for the purposes of our audit.

We performed several audit procedures in order to mitigate the risks of material misstatement in this area, highlighting the following:

  • Description and evaluation of the procedures adopted and the internal control environment related to the recognition of revenue from construction contracts and testing the effectiveness of existing controls;
  • · Verification of the compliance of the accounting policy adopted with IFRS 15 -"Revenue from Contracts with Customers";
  • · Obtaining and reconciling the construction contracts statements with the amounts stated in the accounting records;
  • Identification and analysis of a sample of contracts that support the overall revenue of the projects;
  • · Sample selection of measurement reports and budgets that support the calculation of the percentages of completion and analysis of the costs incurred and the estimates of costs to be incurred to complete the work;
  • · Critical analysis of the judgements made by management concerning the estimates and recognition of the estimated margins, by reference to the historical information obtained;
  • · Review of the reasonableness and adequacy of provisions required to cover any expected losses on contracts and for construction guarantees; and
  • Validation of the disclosures included in the notes to the consolidated financial statements.

SUMMARY OF OUR RESPONSE

3. Valuation and recognition of impairments in customers

As disclosed in Note 27 to the consolidated financial statements, the accumulated impairment losses on trade receivables represent 105,095 thousand euros, about 41.1% of the total (255,428 thousand euros), and were increased in the period by 24,667 thousand euros.

The Group recognises the expected impairment losses on trade receivables, in accordance with IFRS 9 - Financial Instruments, being the amount of accumulated impairment updated at each reporting date, in order to reflect the changes in credit risk occurred since the initial recognition of the respective assets.

The estimation of impairment losses is based on an uncollectibility matrix, based on the credit history of the Group's customers, adjusted by specific identifiable factors such as geography business unit, type of debtor, level of solvency and the general worsening of the operational and financial conditions of customers from different geographies.

We consider this issue to be a relevant audit subject, mainly due to the fact that credit recovery, in some geographies, is particularly time consuming and the estimates used by management involve a high degree of judgement.

We performed several audit procedures in order to mitigate the risks of material misstatement in this area, highlighting the following:

  • Understanding and evaluation of the internal control environment specifically associated with the valuation and recognition of impairments in customers, having identified the key controls and tested their effectiveness, with a view of reducing the risk of material distortion associated with this item of the financial statements;
  • · Analysis of the ageing of customer balances and identification of the accumulated amount of impairments in relation to overdue loans;
  • · Specific review of relevant balances with entities based in higher risk geographical areas, taking into consideration the age of the credits, the financial capacity of the debtors and the history of collections;
  • Evaluation of the criteria and assumptions underlying the judgements used to recognise, or not, adjustments for impairment in customers credits;
  • · Review of the calculation of the discounted value of accounts receivable and evaluation of the assumptions used by management, namely the estimated time of receipt and the discount rate used·
  • · Analysis of the uncollectibility matrix prepared by management for the various entities of the Group, and validation of the following parameters: i) identification of the amounts considered by each entity regarding the impairments recognised in the accounts; ii) evaluation of the reliability and adequacy of the historic information used; iii) assessment of the adequate segmentation of the Group's entities, taking into consideration their geography, business segment and type of debtor; iv) evaluation of the assumptions and information base used by management to reflect the generalised worsening of credit risks;
  • Performing substantive tests in relation to subsequent collections or events or negotiations that reinforce expectations of credit recovery;
  • · Conclusion on the reasonableness and adequacy of the amounts recognised as accumulated impairments; and
  • · Validation of the disclosures included in the corresponding notes to the consolidated financial statements.

SUMMARY OF OUR RESPONSE

4. Valuation of intangible assets

As described in Note 2.4 to the consolidated financial statements, the Group measures intangible assets at cost less accumulated amortization and impairment losses. Intangible assets are derecognized when it is no longer expected that future economic benefits will flow from them.

As mentioned in Note 19 to the consolidated financial statements, as a result of the termination of the exploitation concession of the Puerto de La Guaira, in Venezuela, the Group recognized an impairment loss of 28,947 thousand euros in 2021, equivalent to the net value at which the referred concession was recognized in the accounts

Taking into consideration the expression of this asset and the impairment recognized, and also the fact that this is an extraordinary event, justifies that this matter be treated as a relevant matter in our audit.

We performed audit procedures in order to mitigate the risks of material misstatement in this area, highlighting the following:

  • Assessment of Bolipuertos' decision to terminate the exploitation concession and the respective consequences;
  • Analysis of correspondence exchanged with Venezuelan lawyers about the termination of the concession;
  • Assessment of the criteria and assumptions underlying the judgments to derecognize the concession right to exploit the port;
  • Validation of the estimated impairment losses recognition and their impact on the accounts; and
  • · Validation of the disclosures included in the notes to the consolidated financial statements.

5. Investment properties valuation

The investment properties held by the Group represent about 16% of the total assets.

The consolidated statement of financial position of the Group, at 31 December 2021, shows a total of 271,308 thousand euros referring to investment properties (234,235 thousand euros at 31 December 2020). As described in Notes 2.2, 2.8 and 21 to the consolidated financial statements, investment properties are measured at fair value, determined by valuations performed by specialised independent entities.

The investment properties are substantially located in Portugal, where they have a positive fair value net change of 18.616 thousand euros and in Angola, where they have a negative fair value net change of 9.552 thousand euros.

Taking into consideration the expression of these assets in the consolidated financial statements and the judgement involved in the determination of the fair value, justifies that this was treated as a relevant matter in our audit

We have performed audit procedures in order to mitigate the risks of material misstatement in this area, highlighting the following:

  • Identification of the properties that were subject to valuation;
  • · Identification of the external appraisers and analysis of their credibility and independence;
  • · Evaluation of the reasonableness of the main assumptions used by the experts;
  • · Validation of the values recognised in the accounts, by reference to the values included in the valuations;
  • · Validation of the adequate currency translation of the fair value of the investment properties located abroad: and
  • Validation of the disclosures included in the notes to the consolidated financial statements.

OVERVIEW OF THE AUDIT APPROACH

6. Recoverability of deferred tax assets

As described in Note 26 to the consolidated financial statements. at 31 December 2021, the balance of the deferred tax assets item amounts to 166,192 thousand euros and is made up as follows:

  • 106,685 thousand euros relating to impairment losses on financial assets;
  • 24,460 thousand euros resulting from tax losses carried forward;
  • · 12,169 thousand euros resulting from tax credit for international double taxation; and
  • 22,878 thousand euros related to other situations.

Under the terms of IAS12 - "Income Taxes", deferred tax assets can only be recognised to the extent that it is probable that future taxable profits will be available against which such assets can be recovered.

The Group has prepared an estimate of taxable profits for future periods, based on its business plan and other assumptions made by management.

Taking into consideration the nature, extent and risk of recoverability of this class of assets, we believe that this matter is of particular relevance to our audit.

Our audit approach included the execution of various procedures in order to mitigate the risks of material distortion in this area, highlighting the following:

Analysis of the applicability of the legal regulations that recognise the right to deduct tax losses from future taxable profits;

Verification that the recognition of deferred tax assets was carried out in accordance with the applicable regulations;

Evaluation of the judgements and assumptions adopted by the management body that serve as a basis for the projections made, which led to the determination of future taxable profits;

Search for occurrences or situations that may indicate possible risks in the recovery of deferred tax assets, namely due to the expiration of the right to deduct: and

Validation of the disclosures included in the notes to the consolidated financial statements.

7. Subsequent events

As mentioned in Note 47 to the consolidated financial statements, the Board of Directors decided to recognise in the accounts, for the period ended 31 December 2021, the effects of a final court sentence, issued on 17 February 2022, by an Algerian court, which called into question the operational and financial conditions that would ensure the normal execution of six public contracts in Algeria.

The effects of the suspension of the activity of the referred works had a significant impact on the consolidated financial statements, which will result into a net reduction of assets and liabilities, in the total amount of 61,120 thousand euros, against an increase of the consolidated net loss, by the same amount.

Considering the nature and extension and the fact that it is an adjustable subsequent event, we understand that we should classify this matter as of the greatest relevance for our audit.

Our audit approach included the execution of various procedures in order to mitigate the risks of material distortion, highlighting the following:

  • · Analysis of the information provided by the Board of Directors regarding the context in which the activity was carried out by the Groupings, in which the Group participated;
  • · Analysis of a report produced by the Algerian lawyers confirming the legal proceedings and describing the fundamental elements of the case and the respective outcome;
  • · Verification that the accounting records booked are adequately supported and approved by the management body;
  • · Evaluation of the judgements and assumptions that were the basis for the decision to derecognise the assets and liabilities allocated to the activity of the six construction contracts; and
  • · Validation of the disclosures included in the notes to the consolidated financial statements.

Responsibilities of management and the supervisory board for the consolidated financial statements

Management is responsible for:

  • · the preparation of consolidated financial statements that give a true and fair view of the Group's financial position, financial performance and cash flows, in accordance with the International Financial Reporting Standards as endorsed by the European Union;
  • · the preparation of the management report, the corporate governance report, the non-financial information statement and the remunerations report in accordance with applicable laws and regulations;
  • · designing and maintaining an appropriate internal control system to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error;
  • · the adoption of accounting policies and principles appropriate in the circumstances; and,
  • · assessing the Group's ability to continue as a going concern, and disclosing, as applicable, matters that may cast significant doubt about the Group's ability to continue as a going concern.

The supervisory body is responsible for overseeing the Group's financial reporting process.

Auditor's responsibilities for the audit of the consolidated financial statements

Our responsibility is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

  • · identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
  • obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control;
  • evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;
  • · conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern;
  • · evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation;
  • · obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion;
  • · communicate with those charged with governance, including the supervisory body, regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit;
  • · from the matters communicated with those charged with governance, including the supervisory body, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes their public disclosure; and
  • · provide the supervisory body with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

Our responsibility also includes the verification that the information contained in the management report is consistent with the consolidated financial statements, and the verifications under nr. 4 and nr. 5 of article 451 of the Portuguese Companies' Code in matters of corporate governance, as well as the verification that the non-financial statement and the remunerations report have been presented.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

On the Consolidated Management Report

Pursuant to article 451, nr. 3, al. e) of the Portuguese Companies' Code, it is our opinion that the consolidated management report was prepared in accordance with the applicable legal and regulatory requirements and the information contained therein is consistent with the audited consolidated financial statements and, having regard to our knowledge and assessment over the Group, we have not identified any material misstatements. As referred to in article 451, nr. 7 of the Portuguese Companies' Code this opinion is not applicable to the non-financial statement included in the consolidated management report.

On the Corporate Governance Report

Pursuant to article 451, nr. 4, of the Portuguese Companies' Code, it is our opinion that the corporate governance report includes the information required to the Group to provide as per article 29-H of the Securities Code, and we have not identified material misstatements on the information provided therein in compliance with paragraphs c), d), f), h), i) and I) of nr. 1 of that article.

European single electronic format (ESEF)

The consolidated financial statements of Teixeira Duarte, S.A. for the year ended 31 December 2021 have to comply with the applicable requirements established by the European Commission Delegated Regulation 2019/815 of 17 December 2018 (ESEF Regulation).

Management is responsible for the preparation of the annual report in accordance with the ESEF Regulation.

Our responsibility is to obtain reasonable assurance about whether the consolidated financial statements, included in the annual report, have been prepared in accordance with the requirements of the ESEF Regulation.

Our procedures considered the OROC (Portuguese Institute of Statutory Auditors) technical application guide on ESEF reporting and included, amongst others:

  • · obtaining an understanding of the financial reporting process, including the presentation of the annual report in a valid XHTML format; and
  • · identifying and assessing the risk of material misstatement related to the tagging of information in the financial statements, in XBRL format using iXBRL technology. This assessment was based on an understanding of the information tagging process implemented by the Entity.

In our opinion, the consolidated financial statements, included in the annual report, are presented, in all material respects, in accordance with the requirements established by the ESEF Regulation.

On the non-financial statement

In compliance with paragraph 6 of article 451 of the Portuguese Companies' Code, we hereby inform that the Group has included in its consolidated management report the non-financial statement, as provided for in article 66-B of the Portuguese Companies' Code.

On the remunerations report

Pursuant to article 26-G, nr. 6 of the Securities Code, we inform that the Group has included in the Corporate Governance Report, in a separate chapter, the information provided in nr. 2 of that article.

On the additional matters provided in article 10 of Regulation (EU) nr. 537/2014

Pursuant to article 10 of the Regulation (EU) nr. 537/2014 of the European Parliament and of the Council, of 16 April 2014, and in addition to the key audit matters mentioned above, we also report the following:

  • · We were appointed as auditors of Teixeira Duart, S.A. (Group's parent Entity) for the first time in the shareholders' general meeting held 30 May 2015 for a mandate from 2015 to 2018. We have been reelected in the shareholders' general meeting held 27 May 2019 for a mandate from 2019 to 2022;
  • Management has confirmed to us that they are not aware of any fraud or suspicion of fraud having occurred that has a material effect on the financial statements. In planning and executing our audit in accordance with ISAs we maintained professional scepticism and we designed audit procedures to respond to the possibility of material misstatement in the consolidated financial statements due to fraud. As a result of our work, we have not identified any material misstatement of the consolidated financial statements due to fraud;
  • · We confirm that our audit opinion is consistent with the additional report we have prepared and delivered to the supervisory body of the Entity on 28 April 2022; and
  • We declare that we have not provided any prohibited services as described in Article 5 of the Regulation (EU) nr. 537/2014 of the European Parliament and of the Council, of 16 April 2014, and we have remained independent of the Group in conducting the audit.

Lisbon, 29 April 2022

MOORE STEPHENS & ASSOCIADOS, SROC, S.A. Represented by António Gonçalves Monteiro ROC Nº 382, CMVM Registration Nº 20160109

Contacts

PORTUGAL

Head Office

Lagoas Park, Edifício 2 2740-265 Porto Salvo Tel: (+351) 217 912 300 Fax: (+351) 217 941 120 E-mail: [email protected] Website: www.teixeiraduarte.com

Teixeira Duarte Operating Centre

Av. da Indústria, 540 2870-635 Alto do Estanqueiro Jardia – Montijo Tel: (+351) 219 948 000 Fax: (+351) 210 096 888 Rua das Pretas, 4 - 4º Dto. 9000-049 Funchal - Madeira Tel: (+351) 291 206 930

Edifício Tower Plaza

Rotunda Engº Edgar Cardoso, nº 23 - Piso 8 4400-676 Vila Nova de Gaia Tel: (+351) 226 166 180 Fax: (+351) 226 104 297

SOUTH AFRICA

GLOBAL NET DISTRIBUTORS (PTY) LTD Office 08-09 15th Floor Sandton The Forum, Sandton Maude Street - Sandton 2196 - Johannesburg (+27) 711615033 (+27) 823760615

ANGOLA

Avenida Pedro de Castro Van-Dúnem Loy Baixo Morro Bento (Maxipark) Edifício Teixeira Duarte, 387 - Luanda Tel: (+244) 222 641 500 Fax: (+244) 222 641 560

Teixeira Duarte Operating Centre

Rua S/N, Zona Industrial Polo Operacional de Viana Edifício Central Viana – Luanda

ALGERIA

08 Route Ben Aknoun - El Biar 16030 Algiers Tel: +213 (0) 21 92 74 33

BELGIUM

TDGI, S.A.

Avenue Jean Monnet, 1 1348 LOUVAIN-LA-NEUVE Tel: (+32) 2 318 38 04

BRAZIL

Av. das Nações Unidas, 12.901, 2º andar, cj. 201, Torre Norte – CENU Brooklin Novo – São Paulo – SP CEP 04578-910 Tel: (+55) 113 585 08 00

Rua Iguatemi, 448 - 10° Andar Itaim Bibi - São Paulo - SP CEP 01451 - 010 Tel: (+55) 112 144 57 00

EMPA - Serviços de Engenharia, S.A.

Av. Paulo Ferreira da Costa, 553 Vista Alegre - Lagoa Santa - MG CEP 33400-000 Tel: (+55) 313 311 47 88

CAPE VERDE

Travessa do Moinho de Vento, Nº 1, 2.º Andar do Prédio Amarelo, Encosta de Chã de Areia CP. 156-C - Cidade da Praia

CHINA (MACAU)

Avenida Dr. Mário Soares, nº 25 Edifício Montepio, Ap. 26-28, 3º Andar - Macau Tel: (+853) 28 780 288 Fax: (+853) 28 780 188

COLOMBIA

Carrera 11, 94-02 - Oficina 201 Edifício Centro de Negócios Manhatan Bogotá Tel: (+57) 1 6754530

ECUADOR

Avenida 12 de Octubre, nº 24-660 Calle Francisco Salazar, Edifício Concorde, Piso 11 Quito - Ecuador

SPAIN

Avenida Alberto Alcocer, nº 24 - 7º C 28036 Madrid Tel: (+34) 915 550 903 Fax: (+34) 915 972 834

UNITED STATES OF AMERICA

1030 Salem Road Union, NJ 07083

TDRE Investments, LLC

16800 Dallas Pkwy., Ste. 240, Dallas, TX 75248-1991 Phone: +1 (469) 655-5845

FRANCE

SOMAFEL, S.A. (Branch)

11, Bis, Passage Dartois Bidot 94100 Saint-Maur des Fosses

GABON

SOMAFEL Gabon

z.I. Owendo BP: 2198 Libreville Phone: (+241) 66 8 09 84

KUWAIT

Mazaya Towers, Tower 2, 8th Floor Khalid Ibn Al Waleed St., Block 3, Mirqab Kuwait City Phone: (+965) 2228 2382

MOROCCO

SOMAFEL, S.A (Branch)

Angle BD Anfa et Rue Clos de Province, Nº 2, 6ème Étage, Nº 6B 20040 Casablanca Tel: (+212) 223 62 890 Fax: (+212) 223 62 647

MOZAMBIQUE

Avenida 24 de Julho, número 11, 3º piso Polana Shopping Tel: (+258) 214 914 01 Fax: (+258) 214 914 00

PERU

Avenida Javier Prado Este Nº 560 Int.1601 San Isidro – Lima

QATAR

TDGISERV Services WLL

Al Mana Plaza, 1st Floor, Office 101 Qatari Bin Fujaah St., Bin Mahmoud PO Box 7098 Doha – Qatar Tel: (+974) 4498 9556

UNITED KINGDOM

SOMAFEL - Railway Construction, S.A.

Davidson House, Forbury Square Reading, RG1 3EU Tel: (+44) 1189 001440

VENEZUELA

Av. Venezuela del Rosal, con Calle Mohedano, Torre JWM, frente al BOD, piso 5, El Rosal 1060 Caracas Tel: (+58) 212 951 2012 Fax: (+58) 212 953 7409

TEIXEIRADUARTE.COM

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