Mota-Engil. A World of Inspiration. Consolidated. Report & Accounts

Transcription

1 Mota-Engil. A World of Inspiration Consolidated Report & Accounts

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3 Commercial designation: Porto Office Phone: Share Capital: 237,505,141 euros Mota-Engil, SGPS, S.A. Rua do Rego Lameiro, n.º 38 Fax: Registered at the Porto registry of companies under n.º Public Limited Company Porto VAT:

4 We are Mota-Engil worldwide We are Africans in Africa, Iberian-Americans in Latin America, Europeans in Europe, but we are Mota-Engil worldwide António Mota Chairman of the Board of Directors Throughout nearly 70 years we have charted a solid and consistent path in 3 continents and 22 countries. A path that has combined local living and knowledge with shared values such as ambition, integrity, cohesion and team spirit. Key values to carry on asserting ourselves as an international player of reference in management and construction of infrastructures. 4 COUNTRIES 3 Continents 22 Countries 294 Companies Top 30 EUROPEAN IN CONSTRUCTION Top 100 WORLDWIDE IN CONSTRUCTION Latin America 1,942 M ORDER BOOK 700 M TURNOVER 76 M EBITDA

5 7 COUNTRIES Europe 920 M ORDER BOOK 994 M 11 TURNOVER 121 M COUNTRIES EBITDA Africa 1,225 M ORDER BOOK 835 M TURNOVER 176 M EBITDA

6 The turnover reached 2.4 billion euros, mainly driven by Latin America and Europe HIGHLIGHTS 2015 EBITDA margin of 15%, in which all regions have a resilient performance Order book worth c. 4.1 billion euros, of which 78% outside Europe New awards of c. 400 million euros, not included in the order book for December Entry of the Mota-Engil Group into the liberalized Mexican electricity market Consolidation of the EGF as of 1 July 2015 Net debt of 1,455 million euros, a 6.5% reduction compared with the third quarter of 2015, mainly due to the reduction in working capital Product of the sale of the logistics and port business already received in February 2016 Mota-Engil. A World of Inspiration

7 HIGHLIGHTS TURNOVER GROUP (MILLION EUROS) EBITDA GROUP (MILLION EUROS) 2,314 2,368 2, ,435 1,599 1, ABROAD EUROPE (*) (*) Includes others and intra-group eliminations ABROAD EUROPE (*) (*) Includes others and intra-group eliminations THOUSAND EUROS 12M15 % T 12M14 % T 4Q15 % VPS 4Q14 % T (non- audited) (non- audited) Turnover 2,433, % 2,368, , % 578,687 EBITDA 366, % (10.4%) 409, % 114, % 19.6% 95, % EBIT 168, % (38.4%) 272, % 56, % (27.8%) 77, % Net financial income - 90,467 (5.6%) (3.0%) (131,222) (5.5%) (55,882) (8.7%) (20.5%) (46,393) (8.0%) Net income/losses from equity method 67, % 459.1% (18,693) (0.8%) 31, % 545.2% (7,184) (1.2%) Gains/(losses) in the disposal of subsidiaries and associates companies - 44, Income before taxes 100, % (18.5%) 122, % 32, % 33.9% 23, % Net income 53, % (35.2%) 83, % 16, % 62.4% 10, % Attributable to: Non-controlling interests 34, % 7.0% 32, % 13, % 44.4% 9, % Group 19, % (62.3%) 50, % 2, % 271.8% % EBITDA = operating profit + depreciation + provisions and impairment losses

8 INTRODUCTION Mota-Engil. A World of Inspiration

9 INTRODUCTION 7 Key events during and after 2015 Partnership agreement between Ascendi and Ardian On 31 May 2015, Mota-Engil reported that it had reached an agreement with Ardian for the establishment of a partnership for the development of part of the highway network managed by Ascendi in Portugal. The prior conditions for the partnership fulfilment, observed in 2015, enabled its formalization in the first quarter of 2016 with the corresponding investment of 300 million euros by Ardian. Disposal of the Logistics and Port Business On 29 September 2015, Mota-Engil reported that it had reached an agreement with the Yildirim Group for the disposal of its subsidiaries Mota-Engil Logística, SGPS, S.A and Tertir, Terminais de Portugal, S.A. It also reported that the portfolio of assets to be disposed of included the port concessions held by the Mota-Engil Group in Portugal, Spain and Peru, as well as the logistics support services company Transitex. On 19 February 2016, Mota-Engil announced the completion of said transaction for 245 million euros (equity value). Self-tender operation by Mota-Engil Africa, delisting request and increase of the Group s capital On 11 October 2015, Mota-Engil reported that the Board of Directors of Mota-Engil Africa intended to request from Euronext Amsterdam N.V. the delisting in the market regulated by this entity of the ordinary shares representing its share capital, with the possibility of disinvestment through a self-tender offer to be launched by Mota-Engil Africa itself, in which the company offered a consideration of euros for each share. It also reported that its Board of Directors intended to promote the execution of an increase in its share capital. The operations for the delisting of shares held by Mota-Engil Africa and the increase in Mota Engil s share capital (which currently consists of 237,505,141 shares with a nominal value of 1 euro each) were successfully completed during December Entry of the Mota-Engil Group into the Mexican liberalized electricity market On 23 October 2015, Mota-Engil informed that it had reached an agreement to build, maintain and explore electricity generation plants in Mexico during a period of 30 years. The activity will be developed in partnership through the subsidiary Sociedade Generadora Fénix, SAPI DE CV. Disposal of the stake in Indaqua Indústria e Gestão de Águas, S.A. On 11 February 2016, the Group reached an agreement for the sale of its financial stake in Indaqua Indústria e Gestão de Águas, S.A. to the Miya Group for 60 million euros. The completion of the transaction depends on the obtaining of several authorizations, particularly from financers, and is expected to be completed by the end of the first half of 2016.

10 TABLE OF CONTENTS 01 Consolidated Management Report 17 Macroeconomic framework 18 Economic-financial performance analysis 21 Analysis by business area 29 Mota-Engil on the stock market 49 Risk Management 51 Group s human capital management Activity carried out by the non-executive Board Members Proposal for the appropriation of profits Outlook for Subsequent events 66 Final remarks 67 Mota-Engil. A World of Inspiration

11 TABLE OF CONTENTS 9 02 Consolidated Financial Information 69 Consolidated Income Statements Consolidated Income and other Comprehensive Income Statements Statements of Consolidated Financial Position Statements of Changes in Equity Statements of Consolidated Cash-Flow Notes to the Consolidated Financial Statement Appendix A Supervision Reports Report on Corporate Governance Practices 225 Appendix 277 Statement under the terms of article 245 of the Companies Code Article 324 of the Companies Code Article 447 of the Companies Code Article 448 of the Companies Code Decree-Law no. 411/ Article 66, no. 5 subparagraph g) of the Companies Code 281 Qualifying Holdings 282 Statement on the remuneration policies applicable to key office-holders Sustainability Report 297 Scope of the Report 299 Commitments with external initiatives and relations with stakeholders 302 Social responsibility 304 Research, development and innovation 353 Performance 356 Legal Certification of Accounts Report and Opinion from the Statutory Audit Board Audit Report 221

12 10 CONSOLIDATED REPORT AND ACCOUNTS 2015 Message from the Chairman of the Board of Directors Our ability to handle the difficulties that emerge is a characteristic of Mota Engil. This is what defines us and, together, we will once again achieve our goals.

13 MESSAGE FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS 11 Dear Sirs, 2015 was probably the most difficult year in the recent past of the Mota-Engil Group, as a result of the continuation of the situation which is currently observed in the construction sector in Portugal and of the price crisis in commodities that persists and that significantly affects the African market where the Group has a long standing tradition, in addition to a considerable crisis in the Portuguese financial market. During late 2015 and the first months of 2016, the following decisions were made: Disposal of all TERTIR capital, seizing the opportunity offered by a potential buyer; And Disposal of the position we hold at Indaqua; Speed up the process of asset disposal at Ascendi, always foreseen and that is now possible given the completion of the process of renegotiation of existing contracts; Delisting by the company Mota-Engil Africa. Review of the strategy in the African continent, more adapted to the current crisis; Focus on our diversification into the domain of solid waste, through the purchase in Portugal of EGF and the moves towards its internationalization. These measures, associated with a highly significant business expansion in Latin America, mainly in Mexico into the construction sector and the introduction of business in the energy market enabled, in my opinion, a significant stability of the Group in the crisis we are facing and being ready to resume growth as soon as possible. Our ability to handle the difficulties that emerge is a characteristic of Mota-Engil that, over the course of its 70 years of existence, always showed that crises are opportunities to become stronger. This is what defines us and, together, we will once again achieve our goals. António Mota Chairman of the Board of Directors

14 12 CONSOLIDATED REPORT AND ACCOUNTS 2015 Message from the Chief Executive Officer In 2015 Mota Engil Group maintained its ability to keep operations going in line with what had been foreseen

15 MESSAGE FROM THE CHIEF EXECUTIVE OFFICER 13 Dear shareholders, In fulfilment of legal and statutory requirements, I am contacting you through this Report to introduce the Consolidated Accounts for In a year of reflection and equilibrium, 2015 was marked by a challenging macroeconomic scenario, with special emphasis on the ongoing stagnation of Europe and the shrinkage of some emerging markets, driven by the significant reduction in the price of crude oil and commodities, leading to the resizing of the levels of public and private investment. Nevertheless, in 2015 Mota-Engil Group maintained its ability to keep operations going in line with what had been foreseen, in a year strategically marked by the execution of financial operations which materialized into a significant change of the Group s asset portfolio and the fulfillment of the goal of debt level reduction. Therefore, it is worth noting the disposal of port operations focused on TERTIR, a process regarding which Mota-Engil Group is proud to have contributed over the course of a decade for the modernization of the sector in Portugal, in the conversion of the business and improvement in the profitability of assets while ensuring, at this stage, after the completion of the transaction, its integration into a player able to continue the internationalisation of the company that we had started. In the second half of the year, EGF was incorporated following a privatization process in which we clearly presented the best economic and strategic proposal for the company s development. At the end of this process, Mota-Engil Group significantly consolidates its presence and size in the environment sector, ensuring capacity in the whole value chain for the waste management business, consolidating its ability to internationalisation, in line with the strategic axes of the Mota-Engil Group for this business area. We also diversified into a new business area by means of our entry into the energy sector in Mexico, in an operation in which we were able to contribute to the restructuring of an existing company, ensuring a new opportunity for local technical staff in a new cycle in the medium and long term but which I am sure that will be successful. We also led a financial operation at Ascendi that enabled investment by Ardian, the major European infrastructure fund, in road concessions in Portugal, which resulted in the strengthening of the company s financial ability to carry on pursuing the high-quality work it is doing.

16 14 CONSOLIDATED REPORT AND ACCOUNTS 2015 Facing the present head-on while always looking to the future and the defense of shareholder value, we were able to correctly interpret the exchange rate process of Mota-Engil Africa, and carried out the delisting of this subsidiary on the Amsterdam market after one year, safeguarding the relevance inherited for the Group and its shareholders. To continue a legacy which increases our responsibility but which must encourage us to work harder and better every day. We are certain that, regardless of market volatility, time will prove that the decision made was the right one and it will result in the valuation with the fair value of an asset with an unrivalled path and a potential which is acknowledged by the position we hold in Africa and which will lead us once we have overcome the cycle of lower growth in emerging and border markets to become stronger than ever with a view to pursuing the challenges we are faced with. After the fulfilment of the challenges we imposed on ourselves in a virtuously difficult and demanding cycle, we believe that 2016, with the presentation of a new Strategic Plan for the time frame up to 2020, will enable us to show the strategic supports that we intend to pursue in the coming years. Difficulties which we have experienced are no different from similar companies in the sector, but I am certain that as regards Mota-Engil, they have been a way for us to prepare ourselves in the best possible way for the challenges of a multinational group which is presently among the 30 top European construction companies and the 100 top construction companies in the world. We currently have companies in the various regions with an average size surpassing that of the preceding year and which are more diversified. Nevertheless, work developed over the course of the last few years enabled us to currently have a more solid internal control system, better prepared to support management decisions, strategic planning and risk management more consistently and in line with best practices. Special mention should be made of the achievement of the objectives that we had set ourselves over the course of 2015 for our partners, suppliers, clients and the financial system which, as a result of their confidence, have supported the growth of our business. To each one, a special word of thanks. Finally, I would like to acknowledge the joint commitment of all those who are presently a part of Mota-Engil, whose efforts, engagement and talent were certainly a decisive contribution. It is necessary to maintain our cohesion and the founding values of the Group to continue a legacy which increases our responsibility, but which must encourage us to work harder and better every day. Gonçalo Moura Martins Chief Executive Officer

17 MESSAGE FROM THE CHIEF EXECUTIVE OFFICER Xalapa Mexico 02. Hwange Colliery Mine Zimbabwe

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19 01 CONSOLIDATED MANAGEMENT REPORT We are the future in Mexico The construction of the Guadalajara light rail metro is the most important and ambitious underground engineering work by Mota Engil in the world. A project that will ensure greater mobility to around 250,000 people everyday, and a better quality of life to the communities of this metropolis. We are Mota Engil throughout the world

20 18 CONSOLIDATED REPORT AND ACCOUNTS Macroeconomic framework According to data released by the International Monetary Fund (IMF), 2015 was marked by the continuation of global economic growth by 3.1%, although there was a slowdown in growth compared to the value of 3.4% recorded in Despite the improved performance of the most advanced economies in 2015, the global economy s evolution was affected by a reduction in growth in the economies of emerging and developing countries which had an average growth of 4.0% in 2015, compared with 4.6% in Within the framework of these countries, it is worth noting the slowdown in China s growth to 6.9% in 2015, below the value of 7.3% recorded in This development resulted from the economic rebalancing of the said country and the clearer slowdown was found in property and industrial sectors. Moreover, economic slowdown also resulted in volatile financial markets and a broad ripple effect on raw material cost. In this context, it should be noted that import decrease in China had a negative impact on the evolution of economies of countries that export raw materials, in particular crude oil, whose price fell by 35.9% in 2015 compared with As for the United States of America (USA), given that it benefited from increased domestic demand and the recovery in the labour market and Euro Zone countries, as they benefited from an expansionist monetary policy set by the European Central Bank, their economies grew 2.5% and 1.5% in 2015 compared with 2.4% and 0.9% in 2014, respectively. Japan, which overcame a recessive economic situation in 2015 thanks to monetary policies for economic stimulus implemented by the Central Bank of that country, experienced a growth of 0.6%. As for 2016, the IMF forecasts an acceleration in global economic growth by 3.4%, with the positive contribution of acceleration of both economies, developed and emerging, and developing economies, marked by an estimated growth of 2.1% and 4.3%, respectively. Still, growth in China is expected to slow to 6.3% in 2016 due to reduced investment. On the contrary, the USA is expected to grow by 2.6%, continuing to benefit from the favourable evolution of the labour market, as well as from more accommodatory credit conditions. SECTORIAL CONTEXT EUROPE According to the IMF, the European economy grew 1.9% in 2015 compared with 1.6% in 2014, benefiting from the growth acceleration observed in Euro Zone countries. It should be noted that 2015 witnessed a 10.2% decline of the Euro versus the American dollar, as a result of a stronger economy in the USA and of the monetary policy pursued by the European Central Bank, whereas the US Federal Reserve increased key rates in December 2015 from 0%-0.25% to 0.25%-0.50%. The accomodatory policy in force in the Euro Zone and the reduction in the oil price contributed positively to private consumption and investment in that region. In Portugal, despite the context of budget consolidation, the economy grew by 1.6% in 2015 compared with 0.9% in 2014, thanks to increased private consumption and exports. In 2016 the IMF foresees a stagnation in Portuguese economy growth by 1.5% was also characterized by financial aid to Greece, through the third bailout which resulted in a certain degree of volatility in financial markets, although it proved not to have a significant impact on peripheral European countries, particularly Portugal. It is worth noting the growth of Polish and Czech Republic economies by 3.5% and 3.9% in 2015, respectively, which reflects an acceleration compared with 2014, following domestic demand and solid investments that benefited from low inflation rates and from the structural funds from the European Union respectively. In 2016, Poland and the Czech Republic will grow by 3.5% and 2.5%, respectively.

21 CONSOLIDATED MANAGEMENT REPORT 19 AFRICA According to the IMF, the economy of countries in Sub-Saharan Africa in 2015 grew 3.5%, which represents a deceleration compared with their 5.0% growth in This development was negatively affected by lower growth in countries that export raw materials, particularly crude oil, due to the deceleration in economic growth of business partners such as China, to the decrease in raw material costs and to more demanding credit conditions. In this context, it is worth highlighting Angola, whose economy grew by 3.5% in 2015 versus 4.8% in 2014, a growth which is expected to remain at 3.5% in 2016 in anticipation of a stabilization in the oil price. As for Mozambique, growth remained solid in 2015 reaching 7.0%, based on increased private consumption, infrastructure investment and raw material production, which is expected to continue supporting growth in 2016 by 8.2%. Therefore, the Sub-Saharan Africa region will grow by 4.0% in 2016 reflecting the continuation of infrastructure investment and increased private consumption, although limited to an adjustment in investment as a result of raw material price level and increased credit costs in countries that export raw materials was marked by the continuation of global economic growth by 3.1% Head office EDP Portugal 04. Guadalajara Ligh Rail Mexico 05. Hwange Colliery Mine Zimbabwe

22 20 CONSOLIDATED REPORT AND ACCOUNTS 2015 LATIN AMERICA 06. Antamina Peru According to the IMF, America and the Caribbean region witnessed a 0.3% economic downturn in 2015 versus growth by 1.3% in 2014, following negative growth in the economies of Brazil and Venezuela. The Brazilian economy recorded a 3.8% drop in output, negatively affected by unfavourable social, economic and political contexts which led to decreased investment and domestic demand, along with a decrease in raw material prices, the devaluation of the Brazilian real, by 47.0% versus the American dollar and increased inflation. The macro economic context in 2016 is expected to result in the second consecutive recession year with an estimated negative economic growth of 3.5%. As for Peru, the country grew by 2.4% in 2015 in line with 2014, benefiting from fiscal stimulus measure and, in spite of the negative impact of raw material prices and the unfavourable context in Brazil, a major business partner for that country. A 3.3% growth increase is estimated for 2016, helped by investment in infrastructure projects and an increase in raw material production, particularly copper, with new projects coming on-stream. In Mexico, the economy grew by 2.5% in 2015, above the 2.3% achieved in 2014, and the effect of the crude oil price decrease was more than offset by an increase in exports which benefited from a solid demand from the USA and, from the implementation of structural reforms and promotion of investment and private initiative by the mexican government. This situation, along with increased industry competitiveness due to currency depreciation, will continue to contribute positively to the evolution of the Mexican economy in 2016, a year in which it is expected to grow by 2.6%. In Colombia the economy grew solidly by 3.5% in 2015, although it reflected a deceleration when compared with 2014, when the economy of that country grew by 4.6%. This was due to a decrease in oil price and to increased interest rates in the second half of It is expected to grow by 2.8% in 2016, and the country will benefit from export competitiveness both for the USA and Europe. 06

23 CONSOLIDATED MANAGEMENT REPORT 21 TURNOVER 2. GROUP (MILLION EUROS) 2,314 2,368 2, BUSINESS AREAS (PERCENTAGE) 21% 16% Economic- -financial performance analysis 29% 34% EUROPE E&C (ENGINEERING & CONSTRUCTION) EUROPE E&S (ENVIRONMENT & SERVICES) LATIN AMERICA AFRICA Turnover in 2015 reached 2,434 million euros, which represented an improvement of 3% compared with the previous year, influenced by EGF consolidation that started on 1 July We also highlight the 7% and 30% growth in the activities in Europe and Latin America, respectively, which offset the weak performance in Africa. In 2015, the weight of activities outside Europe reached 62% of the total, and turnover in this period had a more balanced profile between regions, when compared to the same period in 2014, in which the activities outside Europe reached 68%. As mentioned above, the growth in Europe, and especially in Latin America contributed towards this development, in line with the strategy of diversifying activities between regions, while always based on goals of sustained growth in the long term. Following the approval by the Competition Authority for the acquisition of EGF by the Mota Engil Group, EGF started to be consolidated by the full method as of the third quarter of The main impacts on the Group in terms of turnover and EBITDA arising from EGF consolidation reached about 89 and 35 million euros, respectively. Detailed data on the remaining impacts can be analyzed in the Notes to the consolidated financial statements included in this report. In 2015 we highlight the increase in sales and service provision, compared with 2014, mainly sustained by Latin America and Europe. Moreover, in September 2015 the Group reached an agreement with the Yildirim Group for the disposal of Mota-Engil Logística, SGPS, S.A. and Tertir, Terminais de Portugal, S.A. For this reason, from that date onwards the form of presentation of the assets and liabilities of the group of companies in question was modified, and impacts therefrom can also be analyzed in the notes to the consolidated financial statements.

24 22 CONSOLIDATED REPORT AND ACCOUNTS 2015 TURNOVER INTERNAL MARKET (MILLION EUROS) EXTERNAL MARKET (MILLION EUROS) 1,701 1,772 1, It should be noted that, during 2015, an increase in sales and service provision generated in Portugal, when compared to 2014 resulted particularly from EGF acquisition and stabilization in sales and service provision obtained externally, marked by a strong growth in Latin America against a decrease in Africa accounted essentially for the goal of allocating capital to markets with growth opportunities and with higher potential for value creation. EBITDA GROUP (MILLION EUROS) EBITDA OF THE GROUP IN EBITDA margin in 2015 of 15.1% ABROAD EUROPE (*) (*) Includes others and intra-group eliminations In 2015, EBITDA reached 367 million euros. The explanation for the reduction when compared to 2014 lies in a decreased contribution from Africa to EBITDA, from 67% to 48%, which still has not been offset by an increase in the EBITDA recorded in Europe and Latin America, regions that usually have less favourable margins than those from Africa. On the other hand, it is also important to note that, as a result of the consolidation of EGF, whose activity presents higher margins, the EBITDA in the Environment & Services business sub-segment in the second half of 2015 was positively influenced by c.35 million euros.

25 CONSOLIDATED MANAGEMENT REPORT Energy Recovery Plant Valorsul Portugal 08. Tailings Dam Brazil Therefore, the EBITDA margin in 2015 rose to 15.1%, below that achieved in 2014 (17.3%), although it still showed profitability greater than a large number of peers. Nevertheless, the positive evolution of the EBITDA margin in the third and fourth quarters of the year (14.9% and 18.0%, respectively) is worthy of note and points to the recovery of past profitability. It is also worth noting the improved EBITDA margin in Europe and Latin America in 2015 versus the one reached in 2014 (12.2% and 10.8% in 2015 versus 10.4% and 6.7% in 2014, respectively). Complementing the analysis of operating profitability with the analysis of EBIT performance, it was observed that the latter rose to 168 million euros in 2015, negatively influenced by provisions of about 32 million euros in the African region (anticipating possible risks associated with the fall in the oil price and the depreciation of the kwanza) and by the increase in amortizations as a result of the consolidation of EGF (about 25 million euros).

26 24 CONSOLIDATED REPORT AND ACCOUNTS 2015 CAPEX CAPEX EVOLUTION 2015 (PERCENTAGE) 16% 3% 5% 11% (MILLION EUROS) % EUROPE E&C EUROPE E&S OTHER EUROPE E&C LATIN AMERICA AFRICA OTHER EUROPE E&S AFRICA & LATIN AMERICA After the major investments made in 2014, this investment reached c.146 million euros, net disposals, during It is worth highlighting the regions of Africa and Latin America which justified the greater part of this investment (81% of the total), since they continue strengthening and/or renewing their equipment stock in order to execute the various ongoing projects in those markets. In Europe it is essential to stress the investments made by EGF companies, according to plans set by the regulator. In 2015 investment for expansion reached 54 million euros, in which Africa and Latin America were the main contributors, whereas maintenance investment reached 92 million euros, out of which 63 million euros were made in the abovementioned regions. Net investment in Europe in 2015 was 24 million euros, of which 17 million euros were allocated to the Environment & Services business Cheekpoint Ireland

27 CONSOLIDATED MANAGEMENT REPORT 25 TOTAL NET DEBT EVOLUTION (MILLION EUROS) MATURITY EVOLUTION (MILLION EUROS) 1,600 1,400 1,200 1, % % % % % % 21 2% 134 9% 1T 2T 3T 4T 1 year 2 years 3 to 5 year over 5 year DEC 14 DEC 15 Net debt = recourse and non-recourse loans recourse and non-recourse cash and cash equivalents public sector debt securities held by African region On 31 December 2015 the net debt reached 1,455 million euros, excluding leasing and factoring, recording an increase of about 296 million euros over 31 December 2014, mainly due to the acquisition and consolidation of EGF companies and to the investment needs arising from specific projects in the Engineering & Construction business. Nevertheless, the importance should be emphasized of, as a result of the success of certain improvement measures for working capital management implemented during the last months of the year, net debt reduction in the last quarter of 2015 by c.100 million euros and, in an unfavourable macro-economic context in some markets, the significant reduction in working capital in the last quarter of the year. On the other hand, it should be noted that about 10% (141 million euros) of the above-mentioned net debt, corresponds to non-recourse debt. As a result, the ratio that compares the total net debt to the EBITDA in the last 12 months, including the annualized EBITDA in EGF (twice the EBITDA observed in the second half) was 3.6x. Nevertheless, the Group retains the medium and long-term goal of bringing said ratio to less than 3x, for which will naturally contribute (i) the inflow obtained in 2016 with the disposal of the logistics and port business which amounted to 245 million euros and the expected inflow with the disposal of other non-strategic assets; (ii) the abovementioned measures for working capital management; and (iii) a strict investment control policy will contribute. Gross debt at 31 December 2015, excluding leasing and factoring, was 1,927 million euros, with 66% contracted at a variable rate. The average cost of debt decreased from 6.5% in 2014 to 5.8% in 2015, despite the higher burden of debt contracted outside Europe, particularly in Africa and Latin America. Please note that the financial strategy of the Group aims to align the allocation of debt to the three regions according to their respective needs, thus allowing a natural hedge in terms of functional currency and the generation of cash flow. Still, in 31 December 2015, 76% of gross debt was denominated in euros.

28 26 CONSOLIDATED REPORT AND ACCOUNTS Vista Waste Angola 11. Improvment of streets, Luanda Angola Moreover, on 31 December 2015, as a result of the successful completion of the bond issuing and exchange operation that took place in July 2015, amounting to 95 million euros, the average debt life was 2.5 years. The Group will pursue the financial strategy that has been followed, aimed at increased maturities, including by means of the reduction of short term debt, as well as increased cash, such as liquidity lines and reducing debt service costs. In this respect, we should highlight forthwith agreements entered into with certain financial institutions in 2016, which enabled us to reduce the amount of debt with a term of less than 1 year by about 377 million euros. In the financial year of 2015, the operative and financial performance has enabled the net result to rise to 35 million euros. On 31 December 2015 the Group had contracted but unused credit lines worth 233 million euros, resulting in a total amount of actual liquidity of 706 million euros. As a result and taking into account the inflow of 245 million euros in 2016 with the disposal of the logistics and port business, the repayment of net debt with maturity of less than one year is basically assured. NET FINANCIAL INCOME GROUP (MILLION EUROS) NET INCOME GROUP (MILLION EUROS) -131,2 50,5 50,6-106,2-90,5 19,

29 CONSOLIDATED MANAGEMENT REPORT 27 In 2015, net financial costs amounted to 90.5 million euros, which is less than that for 2014 (131.2 million euros), positively influenced by the efforts to make improvement to pricing conditions obtained in new funding and by the increase of favourable exchange rate differences, as well as negatively influenced by the financial costs associated with the acquisition and consolidation of EGF companies. NET INCOME COMPOSITION 2015 (MILLION EUROS) (MILLION EUROS) EBIT FINANCIAL AND LOSSES IN DISPOSALS (*) EM TAX MI NET INCOME EBIT FINANCIAL EM TAX MI NET INCOME (*) This includes losses of about 45 million euros in the disposal of subsidiaries and associated companies in Central Europe involved in the real estate business The heading of gains and losses in associated companies (EM in the chart) provided a positive contribution towards the results for the financial year 2015 of 67 million euros, compared to a negative amount of 19 million euros in the financial year 2014, following the reduction of the negative impact produced by the application of the equity method to the financial stake held in Martifer and mainly due to the change in control in five highway concession companies belonging to Ascendi (following the business agreed with the Ardian Group), generating a gain of about 72 million euros, of which approximately 48 million euros had an impact on the net income of the Group. On 31 December 2015, the tax on profits recorded a sum of 46.2 million euros (39.6 million euros on 31 December 2014), affected by certain transactions that were not relevant for tax purposes. For additional information on this matter, we recommend the reading of Note 14 of the notes to financial statements. In the light of the above, operational and financial performance enabled the net income for 2015 to reach 35 million euros (and the net margin to reach 2.2%), while the net profit attributable to the Group reached 19 million euros (50.6 million euros on 31 December 2014).

30 28 CONSOLIDATED REPORT AND ACCOUNTS Breakwater, Campeche Mexico BACKLOG EVOLUTION (MILLION EUROS) BACKLOG DECEMBER 31, ,357 3,870 4,413 4,087 17% 48% 5% 30% EUROPE E&C EUROPE E&S LATIN AMERICA AFRICA The order book on 31 December 2015 amounted to 4,087 million euros, corresponding to a ratio order book/sales & services rendered (in the Engineering & Construction field) of 2 years, with Africa and Latin America contributing with about 78% of the total amount. Nevertheless, we must highlight the addition to the order book observed that year in Latin America that allowed for the net reduction thereof amounting only to about 42 million euros while the Group maintained an order book in that region of 1,942 million euros. On 31 December 2015, the E&S business (Environment & Services) contributed with 206 million euros to the order book, considering that this amount does not include the expected revenues from the waste treatment contracts of EGF companies.

31 CONSOLIDATED MANAGEMENT REPORT 29 EUROPE 3. TURNOVER (MILLION EUROS) EBITDA (MILLION EUROS) 121 Analysis by business area E&C E&S E&C E&S The Europe segment includes businesses and companies working in Engineering & Construction, and in Environment & Services owned by the Group, in Portugal and in Central Europe, or that are managed by this region s management structure. In the Environment & Services field, various activities were developed in the areas of Logistics (by TERTIR), Waste (through Suma, and which as of 1 July 2015 also includes activities performed by EGF companies), Water (sector for which Indaqua provides a contribution accounted for up to 30 September 2015 by the equity method) and Energy & Maintenance. Turnover IN EUROPE IN 2015 Reflecting an increase of 7% over last year The turnover in Europe in 2015 amounted to 994 million euros, reflecting an increase of 7% over last year (931 million euros). This performance was mainly due to the growth in the Engineering & Construction segment in Central Europe (50%), and to a 17% growth in the Environment & Services segment, as a result of the consolidation of the EGF as of 1 July Also, in terms of operating profitability, it was possible to exceed by some 24 million euros, i.e. 25%, the EBITDA calculated in 2014, mainly due to the positive effect of the EGF consolidation.

32 30 CONSOLIDATED REPORT AND ACCOUNTS 2015 TURNOVER EBITDA (MILLION EUROS) (MILLION EUROS) E&C E&S Waste E&S Logistic E&S Energ. & Main E&C E&S Waste E&S Logistic E&S Energ. & Main. In 2015 turnover in Europe increased compared with 2014, with special emphasis on a 111% increase in the Environment & Services Waste segment. On the other hand, we should highlight the significant increase in the EBITDA (34 million euros) over 2014 in the Environment & Services Waste segment (influenced by the EGF acquisition and consolidation as of 1 July 2015), as well as the reduction in the EBITDA amounts in Environment & Services Logistics segment, affected during 2015 by the reduced exports to Angola and by a wide range of strikes that affected the profitability of some ports operated by the Group. Nevertheless, the EBITDA margin in Europe in 2015 reached 12%, an increase over that of the previous year (10%). The Energy & Maintenance companies now have an almost exclusive contribution of MANVIA, and so there was a reduction in their turnover. As of 30 September 2015, the Water subsegment began to be classified as non-current asset held for sale (with the suspension of the application of the equity method), not having the same impact on the Group s operating income although it stood out due to its operational performance (until 30 September 2015) with an EBITDA margin of about 40%, while the turnover rose by about 6% (over the same period in the previous year), thus contributing to the Group s income in 1.4 million euros. Finally, we must highlight the aforesaid agreement with the Yildirim Group for the disposal of the logistics and port business for 245 million euros which took place in February 2016 and will affect future contributions from this segment and of the European region to the Group s business and income.

33 CONSOLIDATED MANAGEMENT REPORT 31 ENGINEERING & CONSTRUCTION Portugal The Group focused its business particularly in Portugal and Poland on the Engineering & Construction segment in Europe, although it also operates currently in the Czech Republic, Ireland and the United Kingdom. In Portugal, the Group leads the Engineering & Construction sector, although the evolution of its business has been affected in the last few years by the unfavourable economic context that marked the country and by the implementation of austerity measures arising from the need to balance national government accounts. The year 2015 was no exception and, as such, the activity of Engineering & Construction continued to not show any signs of recovery, both at the private sector and at the public works segment level, which was reflected in the negative evolution of the order book over the year. Nevertheless, it is expected that, after the new government takes office and the guidance from the parties which support it to promote public investment, the recovery of the sector in the country can take place and that, as a result, 2016 will be a turning point in the order book in the Engineering & Construction business in Portugal. The Group is prepared to handle the potential challenges that emerge in the various areas of public works thanks to an experienced team and to means which can be allocated to new projects. Central Europe 2015 was a significant benchmark for the Group in Central Europe and marked an 18 year presence and acknowledgment in the region. Influenced by the ongoing favourable economic cycle in the region as a result of community support programs, the Group benefited from the high public investment level in the infrastructure sector, enabling it to consolidate its order book for the following years. It is worth noting that during 2015, the Group was ranked first in four tenders in Central Europe for the execution of projects for more than 50 million euros each, demonstrating its ability to successfully compete against the main international players, which are among the major construction companies in the region. On the other hand, as a result of the synergies then exploited between the field of construction and property development, the Group came to hold a more competitive position in the real estate market, which led to the beginning of development of several real estate projects in the main cities in Poland: Warsaw, Kraków, Wroclaw and Lodz and in the capital of the Czech Railway Wielicka-Lipska Poland

34 32 CONSOLIDATED REPORT AND ACCOUNTS Industrial unit for the production of emulsions Zâmbia Republic, Prague. In addition, the promotion of the aforesaid real estate projects will positively contribute to the order book for construction companies in the region. As for the future, considering the performance achieved in 2015 and trends perceived for 2016, the Group is confident that the strategic plan it outlined for the region in previous years will be implemented successfully. Likewise, investment sustained in the development of the human resources the Group has in this region, maintaining the sustainable growth levels of its order book, with special emphasis on the infrastructure sector, will enable the consolidation of its position as a benchmark operator for efficiency and competitiveness among the main players in the region. Ireland and United Kingdom Ireland witnessed in 2015 the confirmation of the business growth trend foreseen in 2014 and the turnover of subsidiaries Mota-Engil Ireland Construction Ltd (MEIC) and Glan Agua Ltd (Glan Agua) increased by 23% and 9%, respectively. On the other hand, we must emphasise the fact that Glan Agua strengthened its position as the partner of choice for Irish Water by securing contracts amounting to over 50 million euros, some of which were by direct award, which shows the high commercial and technical capacity that our subsidiary provides. As for MEIC, in addition to the relevant business and production support it provided to GLAN AGUA, it is worth noting the granting of projects for the remaking of national roads and to build a primary school. Moreover, following the Group s strategy for the region and given its success, it was decided to reproduce the business model from the Republic of Ireland in the United Kingdom in mid Therefore, Glan Agua UK and MEIC Mota-Engil International Construction, companies governed by English law, were registered and began performing business, currently only commercial activity, whereas the branch in the United Kingdom of Mota-Engil Engenharia e Construção is in the final phase of registration.

35 CONSOLIDATED MANAGEMENT REPORT 33 LOGISTICS The Logistics business segment comprised the operating activities of port, rail-road, integrated logistics and rail freight terminals. In 2015 the Group occupied a leading and reference position in the operation of port terminals, in particular through the operations in the Leixões, Aveiro, Figueira da Foz, Lisbon and Setúbal terminals. The Group also provided integrated cargo services, road and rail transportation, intermodal logistics facilities, distribution, freight forwarding and other related services. The international expansion of this segment took place via a port concession in Peru (by participating in the company Terminales Portuarios Euroandinos Paita) and in Spain (through the Terminal de Contenedores de Ferrol and also in 2015, through the Terminal de Contenedores de Huelva), and via Transitex, a freight company that transports mainly container cargo specializing in refrigerated cargo, including door-to-door and is present with its own structure in countries like Spain, China, Mexico, Brazil, Peru, Colombia, Chile, Mozambique, Angola and South Africa. The port business in Portugal was affected from the second half of the year by the fall in oil prices and the respective implications for the economies of some of the major economic partners of Portugal, such as Angola and Brazil. Due to the nature of cargo handled there, this impact was particularly felt in Leixões and in the Terminal de Santa Apolónia in Lisbon. Transitex was also affected negatively by this situation but, in this case, it was mainly due to exchange rate changes in local currencies. The activity in the national port terminals was characterized by a slight decrease of about 5% in terms of containerized cargo handling, decreasing from an annual output of about 753,000 containers in 2014 to about 716,000 containers in In terms of general cargo, the decrease was less significant, reaching 2% or 4.3 million tons in 2014 to 4.2 million tons in In 2015 the Group occupied a leading and reference position in the operation of port terminals The instability observed in late 2015, concerning the negotiation of the new collective bargaining agreement with the Union of Dockers of Lisbon, affected performance in the terminal at Alcântara in November and December in Lisbon, leading to a less strong recovery in container handling on that site although it is expected to stabilize in As mentioned above, September 2015 was marked by the conclusion of an agreement with the Yildirim Group for the disposal of all aforesaid port stakes and of Transitex, which took place, following the obtaining of the requisite authorizations, in February 2016, the date from which these companies will not contribute to the Group s income. As a result, the whole business disposed of was classified as a non-current asset held for sale in the third quarter of It is also worth mentioning the presence of the Group as rail freight operator, developing its activity in Portugal and in Spain through its subsidiaries TAKARGO and IBERCARGO, confirming in 2015 the consolidation of this business area, with continued recovery of operational and financial indicators. This activity will continue to be developed from Mota-Engil Ambiente e Serviços with recent developments arising from the privatization of the only national rail competitor, CP Carga which is under evaluation. In terms of rail-road terminals, stakes in Logz, Plataforma Logística Do Poceirão, and the land in Alverca and Freixieiro were transferred to Mota-Engil Real Estate and stakes in STM, Terminal das Mahotas in Mozambique, was transferred to Mota-Engil Africa.

36 34 CONSOLIDATED REPORT AND ACCOUNTS 2015 WASTE In 2015, business made by Suma was specially marked by its reassertion and the continuation of investments begun in previous years. Currently congregating fifty companies aimed at ensuring a first class management of the entire life cycle of waste, the recognition it keeps receiving alongside commitment to sustainability measures are the factors that boosted growth, strengthening action beyond the border and consolidating the leadership position held in the waste management sector in Portugal since National plan In Portugal, Suma continues to mainly provide services to local authority clients. Among the 36 municipalities which made up the company s portfolio of national contracts in the last year, serving over 1.9 million inhabitants, 13 new municipalities stand out Coimbra, Valpaços, Montalegre, Gavião, Montemor-o-Velho, Ermesinde, Espinho, Aljezur, Sines, Amarante, Arruda dos Vinhos, Alandroal and Vagos, of which 23% correspond to awards of services for at least one year. The success of the Group s strategic vision for the domestic market was confirmed by the achievement of the top position in the tender for the purchase of the Empresa Geral De Fomento (EGF) and, following a favourable opinion by the Competition Authority, with the effective acquisition of 95% of its share capital with the corresponding payment made on 28 July. With the privatization of EGF, the Group gained strength and range in recovery of waste, added to the sustained national leadership in the fields of rubbish collection and urban cleaning, the leading position in waste treatment. The 11 concessionaire companies of multi-municipal systems (SMM), all majority-owned by EGF, operate in an area covering 48,089 km 2, 52% of the national area. The population served represents 60% of the inhabitants of the country, i.e. about 6.3 million people, in 174 municipalities. In 2015 the SMM of EGF handled and recovered 3.2 million tons of waste, representing about 65% of the total nationally. In addition to this media privatization process, the Group also had its name associated with EGF via the concessionaire company VALORSUL, in the Marcas de Confiança Ambiente 2015 study. This study, promoted by Reader s Digest since 2001, assesses the degree of trust that consumers place in brands from 40 business areas using a questionnaire composed of openended questions in 16 countries. The survey made of a significant sample of the Portuguese population in gender and age was extended to the environment field in 2009, including 11 categories such as Waste Treatment Company. In the question Indicate the name of a brand, for each category, that you regard as having the best reputation as regards environmental protection, Suma was ranked second, obtaining 15% of votes and VALORSUL was ranked first with 25% of votes also witnessed the award to CITRUP Centro Integrado De Resíduos, a subsidiary of Suma for operation and management of the Landfill at Maia during the Fórum APCER IQNET, which took place in June, of the award Prémio IQNET 2015, a distinction granted for the fact that it was the first company that was certified by APCER in social accountability within the scope of SA 8000 standard. Accredited since 2007 under this standard, this certification was the result of the accountability of CITRUP towards society working in this large infrastructure and of the need to pursue the best internal social practices already implemented.

37 CONSOLIDATED MANAGEMENT REPORT International plan Suma pursues overseas the path of growth in the different regions in which its subsidiaries operate, providing each with its tried and tested management model adapted to the needs and specificities of each market. 15. Resulima Portugal The company s international project currently covers five countries and three continents where it serves over 4.5 million inhabitants, maintaining its commercial investments, particularly in the Middle East. This management decision was largely made on the basis of growth in Oman where Suma strengthened its business with an award to the subsidiary ECO VISION, for seven years and the possibility for a two-year extension. The most recent business link to this region of the world encompasses activities for total waste management and serves a wide and diversified operation area, covering mountains that are difficult to access, desert zones and waste transport by boat from the Masirah island and stretching over an area of about 23 thousand km 2, begun in December This contract is also aimed at environmental education services within the scope of the plan that the Sultanate s government intends to adopt across the country, a goal which accounted for the visit in November of members from Be ah a state-owned corporation in charge of waste management in that territory, to the operations by Suma within the scope of environmental education and awareness in Portugal. CONSITA a subsidiary of Suma for the Brazilian market strengthened its business in 2015, particularly by two new contracts for house-to-house collection of recyclable products and for urban cleaning, covering about 1.4 million inhabitants in Belo Horizonte where the company started its business and is a market benchmark.

38 36 CONSOLIDATED REPORT AND ACCOUNTS Indaqua, Matosinhos Portugal On the African continent, Suma business remains focused on the exploitation of the high potential offered by the market in Portuguese-speaking countries through operations underway in Angola (8 municipalities in 3 provinces), Cape Verde (Praia) and Mozambique (Maputo), via the subsidiaries Vista Waste, AGIR and ECOLIFE, respectively. Carrying on the business for two years in Mozambique, in 2015 ECOLIFE expanded its activities, concluding contracts for waste collection and management with over a dozen companies with special emphasis on state-owned companies FUNAB (Fundo do Ambiente) and Caminhos de Ferro de Moçambique which suggest a future increase in sales. WATER The water management business includes the concessions for supply and treatment in the municipalities of Fafe, Santo Tirso, Trofa, Santa Maria da Feira, Matosinhos, Vila do Conde and Oliveira de Azeméis, through its subsidiary Indaqua, which was consolidated by the Group according to the equity method until 30 September From that date onwards and following the intention of the Group s Board of Directors to dispose of this business segment, it was classified as a non-current asset held for sale. This business also includes a public-private partnership with the municipality of São João da Madeira for the management of the municipal service for the supply of water and the collection of waste and rainwater in that municipality. The aforesaid concessions are contracted for periods of between 25 and 50 years and involve the management of over 200 thousand customers with a total population of about 650 thousand, over 5,000 kilometres of water pipes and about 20 million cubic metres of water sold. As mentioned above, the Group reached an agreement in 2016 for the sale of its stake in Indaqua to the Miya Group for 60 million euros. The fulfilment of the transaction depends on the obtainment of several authorizations on the part of concession owners and financers, and is expected to be completed by the end of the first half of 2016.

39 CONSOLIDATED MANAGEMENT REPORT 37 AFRICA TURNOVER EBITDA (MILLION EUROS) (MILLION EUROS) 1,009 1, The Group, mainly present in countries in the Sub-Saharan region, in line with the strategy for geographical diversification, broadened its presence in Rwanda in 2015 by initiating a small-scale project in the capital s airport. In 2015, the Africa segment accounted for about 34% of the total activity of the Mota-Engil Group, over 45% in 2014, which was due to the lower business volume in the region and to its increase in Europe and Latin America. Thus, on 31 December 2015, turnover in Africa amounted to 835 million euros, a decrease when compared to the figure in 2014 (1,062 million euros), mainly due to a fall in business activities in Malawi and Angola, which were not offset by increased activities either in the remaining countries of the Southern African Development Community (SADC) region, particularly in Mozambique or in the Western and Eastern subregions. The EBITDA margin in the region was 21%, although there was a positive evolution from the first quarter of the year which was still below the same margin in 2014, but was in line with the improvement prospect foreseen by the Group. This evolution is related to the completion of large-scale projects in 2014 but also, to a lesser extent, to the start-up efforts of various projects in the SADC and Western regions which temporarily put pressure on margins causing 2015 to be foreseen as a transition period, both in terms of development of activities and of operating performance. It is worth noting the excellent performance of the Mozambique market which recorded a growth in turnover by 53% and in the EBITDA by 55%. As a result of the regional and world context, the order book on 31 December 2015 decreased to 1,225 million euros of which over 50% was in the SADC region and rose to 12% with the contribution of countries in the Western and Eastern subregions. Therefore, this is a solid order book which mirrors diversification efforts across the region offsetting the said context which affects specifically some countries where the Group operates.

40 38 CONSOLIDATED REPORT AND ACCOUNTS 2015 In 2015, the Africa segment has represented approximately 34% of the Mota Engil Group s total activity. In addition, it is also important to stress the commercial ability of the regional team who, leveraging experience from resources available in the region, seeks expansion in the value chain of major infrastructures by turning projects currently in the pipeline into new awards. Angola The Angolan market continuous to be the most important market for the Group in this region and 2015 allowed for the development of several major projects for the country in which all companies, through which Mota-Engil operates, had the ability and resilience to adapt themselves to the challenging market conditions. It is worth noting the development of projects in several places in the country (particularly in the provinces of Luanda, Cabinda, Benguela, Lunda Norte and Zaire) as well as the varied type of works executed. The evolution in the oil price and subsequent influence on the local economy (both in terms of public investments and of private ones) is being monitored and will be a driver in 2016 for the suitability of means allocated by the Group to operation in the country. The turnover is expected to reduce at Mota-Engil Angola, as well as in its subsidiaries, in the fields of construction support (particularly in Novicer, Prefal and Rentaco), a movement which will be partially offset in the area of environment (particularly in Vista Waste). SADC The SADC region remains the region with the greatest weight in terms of turnover and of the order book with special emphasis on the contributions from Mozambique, Zimbabwe and Zambia. In Mozambique, according to the National Development Strategy ( ) released by the Ministry of Economy and Finance, the Construction sector will play a paramount role in the country s industrialization by means of the development of infrastructure involving logistics, maritime cabotage, electricity, natural gas supply systems, management of water resources, social infrastructure and Integrated Tourism Resorts. In this context, the private sector will play a paramount role in investment, construction concession, rehabilitation and operation of said infrastructure, particularly by means of public-private partnerships allowed Mota-Engil in Mozambique to consolidate a cycle of growth and implementation in the market: (i) remaining at the top of the Ranking of the best Engineering and Construction companies in Mozambique, ranked by KPMG Top 100 Ranking das Maiores Empresas as the best construction company operating in the country; (ii) executing emblematic works, such as the construction of the tallest building in Maputo or the Nampula Hotel, expected to be completed in 2016; and, (iii) beginning structural works for the country such as the Milange Mocuba road phase II (contract financed by the European Union), projects in the railway area, notably Section 7 of the Nacala line, the Viaduct at Nampula and the Ressano Garcia line, with the complete recovery of the bridge over the Umbeluzi river being among the most noteworthy. Finally, 2015 was also marked by the beginning of activities in the mining sector in Mozambique with a contract entered into with Vale totaling some 95 million dollars and by the expansion of construction activity. There are currently over 20 projects in this area, most notably the works executed for the Ministry of Health by means of the recovery and construction of hospitals and special care units and for the Ministry of Justice.

41 CONSOLIDATED MANAGEMENT REPORT Nacala Corridor Malawi 17 As for Malawi, a market in which the Group has operated since the 1990s, there was a significant reduction in the business, although important projects are underway in the traditionally more active segment in the country, i.e. road construction. The consolidation of the operation of Malawi Lake Services, a transport operator in Malawi lake, is also worthy of note. Following the Group s strategy for the region, the business extended recently to Zambia, once again through projects in the road infrastructure segment as well as to Zimbabwe through a medium-term project in the mining sector. The Group obtains thus an increased balance in terms of countries and types of project while obtaining the use of means made available in other countries of the region. Finally, in the SADC region, reference should also be made to South Africa, a market in which the Group s presence dates back to 1976 with the construction of access to Sun City near Johannesburg and subsequently an ongoing presence of its subsidiary COSAMO performing procurement duties in this country for other African subsidiaries.

42 40 CONSOLIDATED REPORT AND ACCOUNTS 2015 East Africa Operations in this subregion which broadens geographically the Group s scope of action are centred in Uganda and Rwanda by means of infrastructure projects. In Uganda, following oil discoveries, the country began a programme for the construction of crucial infrastructures for the development of the economy, particularly roads, a railway, dams on the Nile and other forms of support for the development of the economy. It is in this context that the Group is executing the project for the expansion of the Northern Bypass in an extension of 21 kilometres. This work, which is very technically complicated, was awarded to Mota-Engil for its previous experience in this kind of contracts and consists of a project that is partially financed by the European Union and will be carried out over 30 months. The Group s activity in Rwanda started in 2015 with the award of the contract for the expansion of the infrastructures at Kigali International Airport. The fulfilment of the contract involved the installation by the Group s local branch of an industrial unit for the exploitation of a quarry and for asphalt production, both of which are a benchmark in the country for their quality and production capacity. Said contract, amounting to 23 million dollars, is underway and some complementary works will be added thereto as a result of the client s acknowledgment of the quality of the performance of Mota-Engil. West Africa Mota-Engil has been present in Cape Verde for two decades and has executed during this period hydraulic works, buildings and roads in the various islands of the archipelago, most notably Hotel Trópico, Praia Airport, the water supply network in the city of Praia, cost-controlled housing Casa para Todos on the islands of Maio and Santo Antão, and the Dam at S. Nicolau. Two projects are being currently executed in this country one in the hydraulic works segment and another in construction under the abovementioned cost-controlled programme witnessed the completion of: (i) 4 projects for the normalization of hydrographic basins aimed mainly at controlling water flows, fighting the scourge of erosion, water storage, abstraction for agricultural and consumption purposes; and (ii) the dam of S. Nicolau. As for São Tomé and Príncipe, the other country in the subregion in which the Group operates, the activity developed in 2015 was basically limited to one job: the remodeling and enlargement of Príncipe Airport. New tenders, new business opportunities and, subsequently, higher turnover set expectations for 2016, particularly with the execution of the following projects: (i) upgrading of the road of Bombom, associated with the client HBD; (ii) upgrading of roads in Príncipe, associated with the client State of São Tomé; (iii) construction of the luxurious Eco-Resort at Praia Sund, in Príncipe, associated with the client HBD; (iv) Project Work for Drinking Water Supply for the Town of Ribeira Afonso, associated with the client EMAE.

43 CONSOLIDATED MANAGEMENT REPORT 41 LATIN AMERICA TURNOVER EBITDA (MILLION EUROS) (MILLION EUROS) In Latin America the activity, when compared to 2014, grew by 30% to 700 million euros, which represented 29% of the Group s total growth (23% in 2014), thus contributing to the balance of the three regions for the consolidated turnover. That increase was the result of improved performance in all countries, most notably Mexico and Brazil, where turnover increased by 53% and 35%, respectively, compared with the previous year. This development reflects the successful strategy pursued in Latin America and particularly in Mexico, resulting in the consolidation of the significant order book obtained in that country and in the increase in turnover. Consequently, operating profitability increased by 107% in EBITDA of some 76 million euros (compared with 37 million euros in 2014) and the respective margin reached 11%. Mexico The Mexican economy was negatively affected in 2015 by slower growth in the world economy and the effect thereof on the price of commodities, particularly in the oil price which is an important part of the country s GDP and of the revenues of the government of the Mexican Republic. The price of a barrel of oil in Mexico fell by 77% from mid-2014 and, in addition, Mexico witnessed a reduction in its production capacity by about 33%, shifting the Mexican economy from a net exporter of oil (0.7% of the GDP in 2013) to a net importer (0.8% of the GDP in the last quarter of 2015). The Mexican economy was also affected by the economy of North America, given that the industrial sectors in the USA recorded growth rates below average considering that those sectors are the ones most closely linked to the Mexican economy with an impact on the growth of exports and of economic activity in Mexico. Lastly, during 2015, turbulence felt in international markets, particularly the turbulence arising from the standardization in interest rates in the USA, also had a negative impact on currency transfer to Mexico with a decrease by about 49%. Therefore, the Mexican peso depreciated against the American dollar by about 37%. Nevertheless, despite these shocks, the Mexican economy proved to be resilient and GDP growth in 2015 was merely 2.5%, which is favourably compared with the GDP growth in other emerging markets.

44 42 CONSOLIDATED REPORT AND ACCOUNTS 2015 In 2015, Latin America has registered an increase of 30%. In the construction sector, budget cuts had a negative impact on investment in infrastructure by the government and on the delay of the launch of new contracts. Nevertheless, Mota-Engil managed to consolidate its position in the market as one of the major construction companies operating there. The existing order book enabled sustainable growth in turnover during 2015 and will result in high visibility and a high level of implementation in 2016 and 2017 while the company will maintain a counter-cyclical trend over the competition. Peru In Peru 2015 was a challenging year given that there was a clear reduction in public works as expected, and by the end of a cycle marked by significant mining investments. However, there was a significant increase in public-private partnerships, with the demand for a high degree of capital availability on the part of the companies involved. Given this framework, the market became more demanding. Nevertheless, Mota-Engil PERU managed to make use of this situation thanks to the restructuring process implemented in 2014, essentially aimed at: (i) inclusion of management systems; (ii) investment in information systems; (iii) improvements in the process of financial control of projects; (iv) new technologies to control and use equipment; (v) renegotiation with suppliers; and (vi) greater integration with the Group s management models. Against a background of a more demanding market, efficiency gains obtained enabled reaching the end of the year with significant commercial success. Among mining clients, Mota-Engil PERU was awarded the contract for the second phase of the tailing dam and improvement to the heavy haulage road for the mine of Las Bambas, raising of the tailing dam of Antamina and the project for the enlargement of Toquepala. As for maritime works, the Navy of Peru awarded the enlargement of its shipyard in the base of Callao to Mota- Engil PERU. In public works, it worth mentioning the award of two conservations of roads totaling 2,000 kilometres of routes. On the other hand, Mota-Engil PERU is also involved in the modernization of the refinery of Talara, the largest public investment project in the country. Lastly, as regards geotechnical works, Mota-Engil PERU consolidated its position as a market leader and significantly increased its turnover. The elections which will be held in 2016 in Peru, lead to the forecasting of new public investments that will only have any major impact by the end of As such, the amount and the diversification of the existing order book are extremely important given that they enable a high visibility of turnover growth for 2016 and Brazil In Brazil, the construction segment was expected to grow significantly in terms of turnover for the major portfolio of public works contracted for However, the acute economic and political crisis in the country, the most serious crisis in the last 70 years, in conjunction with the impact of the situation of PETROBÁS in the construction sector obstructed all public investments, thus stalling the intended start of two important public works on roads in its portfolio, BR101 (Bahia) and BR290 (Rio Grande do Sul) and slowing drastically that for the BR381 (MG/BH).

45 CONSOLIDATED MANAGEMENT REPORT Integrated Center of Rehabilitation Colombia 19. Veracruz South Road Mexico Nevertheless, this decrease was offset by the obtaining of new contracts with major private clients, thus providing a significant growth of business in this market. For 2016, the existing order book allows for a moderate optimism as regards increase in turnover. In addition, Mota-Engil will continue to invest in the obtaining of new contracts from private clients ensuring financing for its projects, while being attentive to major road works. The award of the first contract for the assembly of railway superstructure in Brazil, as well as the obtaining of a first project for the construction and operation of a water and sanitation system by means of partnerships with public and private players, will also be priority areas for action. Colombia In 2015 Colombia formed a Management Platform for business involving Colombia along with Paraguay and the Caribbean and has obtained, up to the date of this report, portfolios for these countries which will begin in In 2015 Colombia registered an increase in turnover and order book over the previous year from carrying out ongoing projects, most notably the enlargement of the Terminal de Contentores de Buenaventura, a particularly complex construction contract which was executed on time and the Inclusive Rehabilitation Centre, an emblematic work for Colombia promoted by the Ministry of National Defense with the support of the Government of South Korea, with capacity to receive about 1300 users and aimed at supporting the process of

46 44 CONSOLIDATED REPORT AND ACCOUNTS Guadalajara Light Rail Mexico rehabilitation of landmine victims. In the oil and gas sector we must highlight the construction of the laboratory for the Refinería de Cartagena, a client for whom the construction of a road bridge in 2016 will be performed thanks to the quality of execution of the initial project. In 2016 the Platform will include road projects promoted by the private sector in a system of public-private partnership (PPP), particularly Cambao Manizales in which 124 kilometres of route will be upgraded and 132 kilometres will be recovered, as well as the Gran Vía Yuma project which will be a modern road corredor of 5.8 kilometres built to the highest engineering standards. In Paraguay the Metropolitan Public Transport of Asunción will start to be modernised, a work amounting to an estimated value of 50 million euros. In Aruba, the construction of the Watty Vos Boulevard Project will begin. This project includes the design, construction, operation and maintenance for 22 years of about 20 kilometres of road and 15 kilometres of cycle lane, amounting to an estimated value of 60 million euros.

47 CONSOLIDATED MANAGEMENT REPORT 45 ASCENDI GROUP Ascendi Group, SGPS, S.A. (Ascendi Group) is the sub-holding which arose from a partnership entered into by Mota-Engil Group (60%) and Novo Banco Group (40%) for intervention in transport infrastructure sector, particularly by means of the exploitation of concessions. Ascendi Group has a consolidated business in five markets: Portugal, Spain, Mexico, Brazil and Mozambique, as detailed below: CONCESSIONAIRE COMPANY KMS COMPLETION PORTUGAL Lusoponte Concessionária para a Travessia do Tejo Ascendi Auto-Estradas do Norte Scutvias Auto-Estradas da Beira Interior Ascendi Auto-Estradas da Costa de Prata Ascendi Auto-Estradas das Beiras Litoral e Alta Ascendi Auto-Estradas do Grande Porto Vialitoral Concessões Rodoviárias da Madeira Ascendi Auto-Estradas da Grande Lisboa Ascendi Estradas do Douro Interior Ascendi Estradas do Pinhal Interior TOTAL PORTUGAL 1,540.0 SPAIN Auvisa Autovía de Los Viñedos Autopista Madrid-Toledo TOTAL SPAIN LATIN AMERICA México Concessionaria Autopista Perote-Xalapa Brasil Concessionária Rodovias do Tietê TOTAL LATIN AMERICA AFRICA Estradas do Zambeze Moçambique TOTAL AFRICA RAILWAY CONCESSIONS MTS Metro, Transportes do Sul TOTAL 2,892.0 Over the course of 2015 and early 2016, the process of rearrangement of the structure of the stake in Ascendi Group was pursued, including particularly: (i) The continuation of consolidation of the terms of partnership between Mota-Engil Group and Novo Banco Group by means of the acquisition of a stake of 14.83% at Ascendi PINHAL INTERIOR, previously held by Opway Engenharia, S.A.; (ii) The establishment of a partnership founded on parity with an international infrastructure investment fund managed by the French company Ardian and which led to the establishment of a new company, Ascendi PT II, SGPS, S.A., to which were transferred

48 46 CONSOLIDATED REPORT AND ACCOUNTS 2015 the stakes previously held by Ascendi Group in the five concession companies (and related Operators) that, acting under the Ascendi brand, are a part of the concession contracts Norte, Costa de Prata, Beiras Litoral e Alta, Grande Porto and Grande Lisboa; (iii) Acquisition in December 2015 of additional stakes of 3.94% at Ascendi COSTA DE PRATA and at Ascendi BEIRAS LITORAL E ALTA, of 3.66% at Ascendi NORTE and of 4.50% at Ascendi GRANDE PORTO; (iv) Disposal, as of January 2016, of the stake of % held in MTS-Metro Transportes do Sul, S.A. PORTUGAL Ascendi Concession companies There are five concession companies that carry on their business in Portugal under the Ascendi brand, more specifically the companies Ascendi NORTE, Ascendi COSTA DE PRATA, Ascendi BEIRAS LITORAL E ALTA, Ascendi GRANDE PORTO and Ascendi GRANDE LISBOA, all counterparties of the Portuguese State in the road concessions with the same names. The implementation of the aforesaid Investment Agreement entered into with the fund managed by Ardian led these five concession companies to be mainly held by Ascendi PT II, SGPS, S.A. In October 2015, with the approval of the competent court Tribunal de Contas, the new concession contracts for these five concession companies came into force, thus concluding a long renegotiation process begun in Several changes were set out including the reduction of payment for availability, review of the operation and maintenance model as well as of the model for financing major repairs of surfaces, responsibility for which now falls mainly on the State, the possibility of set-off of revenues from the collection of toll fees on behalf of the concession company and compensation of up to 20% of the reduction of payment for availability, measured in VAL by means of the allocation to the concession company of the sharing of upside revenue on tolls and possible refinancing and if necessary, the possibility of extension of concession deadlines for a maximum of three years. The entry into force of these new contracts allowed for the stabilization of contractual relations supporting the Concession, a necessary requirement for the execution of the investment made by Ardian. Subconcession companies Ascendi Douro and Ascendi Pinhal Interior With the completion of the construction in the subconcession Pinhal Interior in 2014, these subconcession companies are already in full operation. For these two subconcession companies, negotiations with the Portuguese State are underway aimed at reducing costs for the treasury and the redefinition of their respective scope, whether to conform them with an identical model to those already set up or in a late phase of negotiation, with other concession and subconcession companies or in terms of initial investment (Pinhal Interior). Negotiation processes are at different stages of development: that of Pinhal Interior is more advanced, in the final negotiation stage, than the one for Douro Interior, for which a Commission of Renegotiation was only appointed by the State in August Nevertheless, we expect to be able to formalize new contracts for both subconcessions in the course of 2016, thus stabilizing the contractual relationship, an essential requirement for the suitable management of assets related thereto.

49 CONSOLIDATED MANAGEMENT REPORT Tietê Concession Brazil 22. Perote-Xalapa Concession Mexico 23. Talara Refinery Peru Lusoponte During 2015 it is worth noting the significant increase in traffic, more specifically at an average of about 3.4%, and the subsequent increase in the revenue from toll collection which reached 3.3%. On the other hand, no significant progress in the ongoing negotiations with the Concession Authority was observed, whether related to the end of outstanding disputes or related to the formalization of established agreements. Scutvias In November 2015, with the approval from the competent court Tribunal de Contas, the new concession contract came into force, thus concluding a long renegotiation process that had begun in 2011 on the occasion of the government s decision for the inclusion in the concession of a regime of toll fee collection to users thereof. Several changes were set out over the original contract, namely the payment model for the Concession Company, turned into a mixed model of revenues from toll fee collection and availability of lanes, the operation and maintenance model and the concession deadline, now extended for three years. In this case the entry into force of this new contract also ensured the stabilization of contractual relations supporting the Concession, an essential requirement for the adequate management of this asset.

50 48 CONSOLIDATED REPORT AND ACCOUNTS 2015 Vialitoral During 2015 an agreement was established between Vialitoral and the Government of the Autonomous Region of Madeira (ARM) with a view to adjusting the terms of the Concession Contract, namely the reduction of charges attached to the public partner, changes to the operating model and to the Concession s perimeter. Another agreement was also entered into for the regulation of the terms for the settlement of the ARM s debt to Vialitoral. Ascendi IGI, Ascendi O&M and Via Verde The business activity of these companies during 2015 was carried out normally and was marked only by growth as a result of the overall increase in traffic observed on Portuguese highways and the improvement in productivity levels thanks to the refinement of production processes which are being adopted. BRAZIL Concessão Rodovias do Tietê ( CRT ) The performance of the CRT is being negatively affected by the recent unfavourable performance of the Brazilian economy, the main cause for a traffic reduction of about 2.5%. However, nominal revenue for the Concession Company increased by about 1.7%. Nevertheless, the execution of the investment plan was maintained with the fulfillment: (i) in March of the widening of the SP-308 (26 kilometres between Capivari and Piracicaba); (ii) in September, the widening of the SP-101 (14 kilometres between Campinas and Monte Mor); and (iii) it is also important to note that the conditions for resumption of the construction of the Bridge over the Piracicaba river which has been halted since 2013 due to the serious accident that took place on the site were finally achieved. MEXICO Concessionária Autopista Perote-Xalapa (Copexa) In 2015, traffic observed on this Concession increased by about 12% and revenue by 15%. In addition, the preparation and negotiation of senior debt restructuring and issue of junior debt in UDI Bonos with a view to adjusting the profile of the debt service to the Concession Company s cash-flow. This operation was implemented in January 2016 with the issue of junior debt of about 1,500 million Mexican pesos, enabling the reduction of senior debt by approximately 700 million Mexican pesos and the extension of the debt s total maturity to 20 years. Lastly and following the intention of the Group s Board of Directors to dispose of its financial holding at Ascendi Group, from 30 September 2015 onwards it was classified as a non-current asset held for sale and the application of the equity method was suspended.

51 CONSOLIDATED MANAGEMENT REPORT 49 The evolution of performance of the share price in 2015 is shown in the following charts: 4. EVOLUTION OF LIQUIDITY OF SHARES BY QUARTERS (MILLION EUROS) 80 Mota Engil on the stock market Q 2Q 3Q 4Q PERFORMANCE OF SHARE PRICE % 140% 130% 120% 110% 100% 90% 80% 70% 60% Dec 14 Jan 15 Feb 15 Mar 15 Apr 15 May 15 Jun 15 Jul 15 Aug 15 Sep 15 Oct 15 Nov 15 Dec 15 ME PSI20 SXOP On 31 December 2015, the share capital of Mota-Engil is comprised of 237,505,141 shares, which already included the 32,869,446 shares issued within the scope of the capital increase operation concluded in December 2015, all of which is traded at Euronext Lisbon. The share price of Mota-Engil at 31 December 2015 was euros, corresponding to a market capitalization of 457 million euros. During 2015, the share price of Mota-Engil depreciated 27.7%, while the Portuguese shareholder index, PSI 20, depreciated 10.7% and the European sector index, SXOP, appreciated 16.4%. The equity market was characterized mainly in the second half of the year by a certain volatility, particularly due to the knock-on effect of the Chinese economy slowdown and the expectation of the end of the accommodatory monetary policy on the part of the USA. As for the performance of Mota-Engil Shares, this

52 50 CONSOLIDATED REPORT AND ACCOUNTS 2015 was also negatively affected by the fall in raw material prices and particularly of oil, leading to an increased risk aversion among investors concerning companies exposed to countries dependent on raw materials. It should be noted that concern regarding the debt level of some companies in the construction sector also affected the share price evolution which negatively affected the perception of financial risk among investors in Mota-Engil. Therefore, during the year, the share price reached a maximum of euros on 20 March and a minimum of euros on 22 December During 2015, the average daily volume of transactions in the shares of Mota-Engil at Euronext Lisbon was 854 thousand or 154 million shares, corresponding to about 4.6 times their free float, excluding treasury shares and shares associated with qualifying holdings on 31 December On 31 December 2015 Mota-Engil held 1,559,742 treasury shares in its portfolio. In October 2015, the Mota-Engil Subsidiary for the African region, Mota-Engil Africa, announced a self-tender programme at an offer price of euros per share, as well as delisting from Euronext Amsterdam. The offer was successful and the shares of Mota-Engil Africa were delisted on 10 December The decision for this operation was based on the low stock market flotation of the subsidiary s share capital at some 5% and on the negative perception regarding the macro economic context of the countries where it operates, that did not foresee the possibility of the performance of a successful operation for the increase in the stock market flotation of its share capital in the short or medium term. It should be stressed that the increase in the stock market flotation was a priority goal for Mota-Engil Africa following the listing on 24 November 2014 of shares arising from the distribution of an extraordinary dividend corresponding to 20% of the share capital of Mota-Engil Africa to the shareholders of Mota Engil. Within the context of the delisting of Mota-Engil Africa and as decided in the General Meeting of Shareholders held on 30 November 2015, December 2015 was marked by the start of an operation for a capital increase, completed by the end of that month. Therefore 32,869,446 new shares were issued, and were mainly subscribed by Mota Gestão e Participações, SGPS, S.A. at a subscription price of euros, in order to finance the repurchase of the shares of Mota Engil Africa not held by Mota Engil. In 2015, the Annual General Meeting of Shareholders of Mota-Engil took place on 28 May and all items on the agenda were approved, including the annual report for 2014 and the proposal for appropriation of profits. In this context and in accordance with the proposal of the Board of Directors, the distribution of a dividend per share of 0.12 euros for 2014 was approved, which was paid on 9 June Therefore and based on the price and number of shares on 31 December 2015, the dividend yield of the share of Mota-Engil was 6.2%. Likewise, and in line with the dividend distribution policy in place at Mota-Engil that sets a payout ratio between 50% and 75% of recurrent net income, the respective Board of Directors presents in this report its proposal for the appropriation of profits calling for the distribution of a dividend of 0.05 euros per share.

53 CONSOLIDATED MANAGEMENT REPORT 51 The risk management process is an integral part of the internal control system which consists of the development of management policies and procedures with a view to ensuring the creation of value, protection of its assets, compliance of laws and regulations, and a controlled environment that ensures the fulfilment of the Organization s ethical principles and the reliability of information reported. Therefore, risk management at Mota-Engil Group is based on an evolutionary process marked by constant identification and monitoring of exposure to the different types of risks inherent to its business in the various regions and business areas in which it operates, with the promotion of study and implementation of strategies for the mitigation of the main risks. 5. Risk management In this chapter we present the structures responsible for the analysis and monitoring of the risk management process, with an across-the-board identification of the main risks to which the Group is exposed to throughout the exercise of its activity. ORGANIZATION The overall risk management of the Mota-Engil Group is the responsibility of the Executive Board and of the Management and Supervisory Boards. At the level of the Executive Board, the Corporate Risk Function area of responsibility is assigned to an Executive Director. There is also a specialized committee, the Audit, Investment and Risk Committee, which, reporting to the chairman of the Board of Directors, has as its principal task the assessment of investment policies and business and projects risk in the Group, to analyze and issue opinions on investment or disinvestment projects, issue opinions on the admission or abandonment of new business areas and new markets, and monitoring relevant financial and corporate operations, ensuring the proper independence of management bodies subordinate on the Executive Board. The Audit and Compliance function covers all areas, processes and activities of the companies within the Group and its main mission is to contribute to the achievement of strategic objectives, assessing compliance and continuous improvement of the efficacy and internal control of the Group s management processes it also has the mission to assist in the prevention and mitigation of control risks and compliance risks which result in the risk of legal or regulatory sanctions, financial loss or damage to reputation as a result of failure to comply with the applicable laws, regulations, codes of conduct and good practice, promoting respect for the Group and its employees regarding all the applicable rules through an independent intervention, together with all organizational units of the Group. Therefore, the main risks that the Group is subject to and which are covered below are accompanied by the internal reports of the heads of business areas and reports, opinions and guidelines by the aforesaid committee, in conjunction with information compiled by those who are in positions of corporate responsibility and in particular, the Engineering Unit, the Strategic Planning Department, the Business Control Department, the Corporate Risk Department, the Corporate Finance Department, the Legal department and the Human Resources Department.

54 52 CONSOLIDATED REPORT AND ACCOUNTS 2015 CROSS-SECTIONAL RISK MANAGEMENT In the specific area of the cross-sectional risks to which the Group is exposed, it is for the Corporate Risk Function to ensure an independent analysis of the various risks, supported by an annually reviewed risk matrix approved by the Executive Committee and to monitor risks through various risk parameters and models specifically produced on the basis of the Group s performance profile. The cross sectional risk matrix for the Mota-Engil Group is a work tool for the systematic monitoring of the risk level that is implicit in the different dimensions of risks to which the Group is exposed. Several key steps defining the development and maintenance of the cross-sectional risk matrix of the Group were set, most notably: A B C D E Identification of key business risks affecting the Group s profitability Evaluation trough the Corporate departments and Regions of the historical performance of each selected KPI Definition of the Risk Appetite For each typology of risk, definition of the strategic goal Assessment, monitoring and definition of mitigation measures and its results The risk management process handled by the Corporate Risk team is defined according to the following main macro-activities: Gathering information on the selected KPI Risk assessment levels indentified in the KPI Estimated impacts and probabilities associated Establishment of mitigation measures Report and discussion Incomex Monitoring the risks identified as priorities Set priorities for action Deep analysis of the risks Minimize the exposure to risk Report key risks and mitigation measures In 2015, the Corporate Risk function produced Quarterly Reports on Risk which were analyzed at the Executive Committee, thus enabling the analysis of the main guidelines issued and deciding which actions are required to mitigate the main risks identified. Furthermore, the regions, according to their state of development and size, integrated in 2015 the same risk reporting processes, strengthening the internal control system for the different levels of the Organization and thus contributing to strengthen the guidelines from the Committee of Sponsoring the Organizations of Treadway Commission (COSO).

55 CONSOLIDATED MANAGEMENT REPORT 53 MAJOR PROJECT MONITORING A new corporate process named Major Project Monitoring was created in This process is shared by the corporate departments of Engineering Unit, Business Control and Corporate Risk with the established concept of carrying out regular monitoring of projects with high level impact on the Group s performance, ensuring a 360-degree view on the project s development concerning the Holding and reinforcing visibility regarding potential risks and priority areas for action. Engineering Unit Business Control Corporate Risk The promotion of the 360-degree view is one of the essential aspects of the process, combining different monitoring types: Technical regular analysis of technical and operating risks; Economic-financial regular analysis of a project s performance over that projected; Other risks identification and monitoring of risks associated with the business and operating activity as well as with the external context. During the course of the process, eligibility criteria for projects to monitor were set, thus developing in 2015 an evolution in the risk management process of major projects in accordance with the best practices worldwide. The different areas for action of this process Engineering Unit, Business Control and Corporate Risk serve as a multidisciplinary team enabling the execution of a complementary and rigorous assessment concerning the main risks and opportunities inherent to projects, as well as allowing the gaining of a perspective on future risks. This monitoring is aimed at contributing to the identification of potential risk events and supporting decision making for their mitigation and, if possible, improving the project s profitability.

56 54 CONSOLIDATED REPORT AND ACCOUNTS 2015 CYCLICAL RISKS The country risk, measured on the different dimensions for each of the markets where the Group is present, is associated with changes or specific disturbances of a political, economic or financial nature and may prevent the achievement of strategic objectives undertaken by the Group. With a diversified geographic exposure and depth of maturity in most markets, the Group has still sought, over the past few years, to promote an expansion in countries integrated in the regions where it operates, allocating to the Executive Committee and Board of Directors the ultimate responsibility for providing the necessary validation of any investment project in new markets, being on its own, although complemented with technical, economic and financial analysis, an organizational premise that promotes an effective internal control system, mitigating risks and promoting a strategic alignment at all levels of the organization. As for the assessment of country risk and beginning the analysis with the Portuguese economy, the current pace of recovery of has been relatively moderate, particularly taking the severity of the contraction witnessed in recent years into account. In 2015, investment reached, according to the barometer of AECOPS, Association of Construction and Public Works Companies (Associação de Empresas de Construção e Obras Públicas e Serviços), historic lows from the launch of this indicator in Portugal while the value of procurement contracts entered into in 2015 fell by 37% compared with In a context of weak economic growth in Europe, the European Central Bank (ECB) announced in September 2015 the maintenance of the principal rate at 0.05% as one of the monetary policy measures to pursue the revival of economic activity, enhanced by greater impact measures in the Euro Zone, seeking to reverse the trend of deflation and low economic growth. Added to this measure is the effect of the Quantitative Easing programme which has enabled several countries in the Euro Zone including Portugal to continue benefiting from historically low interest rates in their refinancing operations and debt issuance. Nevertheless and according to the most recent projections of international entities such as the IMF, we observed that the macro-economic context does not show significant change, driven by the reduction in Chinese economy (the worst record in the last 25 years) and the oil price, as well as the price of commodities on the whole, affected significantly both public and private investment levels in some markets with greater representation of the overall activity of Mota-Engil Group. Nevertheless, an increase in the average dimension in several markets has allowed for the strengthening of the Group s capacity for counteracting the decrease in activity in some countries in which it operates and mitigating operating and financial risks driven by the international context witnessed over the course of FINANCIAL RISK MANAGEMENT Mota-Engil Group, due to its geographical diversification, operating in 3 continents and 22 countries, is exposed to a variety of financial risks with particular emphasis on risks associated with interest rates, exchange rates, liquidity and credit.

57 CONSOLIDATED MANAGEMENT REPORT 55 The Group s financial risk management policy aims at reducing impacts and adverse effects deriving from the uncertainty that characterizes the financial markets. This uncertainty is reflected in different fields and requires a particular attention such as effective and exact management measures. The financial risk management activity is coordinated by the Department of Corporate Finance, who coordinates and monitors the treasury and debt portfolio management, with the aid and support of the Department of Business Control, and is carried out according to the guidelines approved by the Board of Directors, with the consultative interventions of the Audit, Investment and Risk Committee, which acts as representative of the said board, without ever ceasing to be the responsibility of the Board of Directors of each of the business units of the Group. The Group s position as to the management of financial risks is cautious and conservative, using, when advisable, hedge derivative financial instruments, always considering that these are related to the normal and current activity of the company, never taking positions in derivatives or other financial instruments of a speculative nature. The different types of financial risk are inter-related and the different management measures, although specific to each one, are largely related, contributing with such integration to the pursuit of the same goal, that is, protection of its assets and the reduction of cash-flow volatility and expected profitability. INTEREST RATE RISK The interest rate risk management policy aims at optimizing the cost of debt and obtaining a reduced level of volatility in financial charges, that is, it intends to control and mitigate the risk of losses deriving from variations in the interest rate that serves as index for the Group debt, mainly in euros. It should be noted that the debt allocation strategy to local markets, close to cash flow generation, has contributed to a diversification of currency in terms of debt assumption. Mota-Engil Group, due to its geographical diversification, is exposed to a variety of financial risks More recently, in light of the stagnation that short and medium-long term interest rates have become resigned to, holding steady at historical lows, new hedge operations for that risk have been made to a lesser extent. In cases where loan maturity is longer, the Group is, however, assessing and contracting hedge levels that ensure possible future alterations in the interest rates, with the Corporate Finance Department keeping an eye out for the inversion of that tendency that will certainly accompany the inevitable recovery of economies in the coming years. EXCHANGE RATE RISK The Mota-Engil Group operates its business internationally, with different companies and in different jurisdictions, being therefore exposed to exchange rate risk. It should be noted that regarding the analysis of exchange rate risk, there is a continuous and systematic monitoring of the variations to which the Group is subjected. This is made by the Corporate Finance and Business Control Departments of the Holding, consolidating and reporting information from all companies operating in different geographies, both in terms of cash flows, balances and debt.

58 56 CONSOLIDATED REPORT AND ACCOUNTS Calueque Dam Angola The exposure of the Mota-Engil Group to exchange rate risk arises primarily from the growing presence of several of its subsidiaries in various markets, particularly in Africa (mainly in Angola and Mozambique), Central Europe and Latin America, particularly in the Mexican, Peruvian and Brazilian markets, which brings new challenges with exposure to new currencies and new economic and financial realities. The exchange rate risk management policy aims at reducing the volatility in investments and operations expressed in foreign currency (other than euro), contributing to a smaller sensitivity to the exchange rate fluctuations. The risk of exchange rate on the Group is summarized in two ways: Transaction risk currency risks relating to cash flows and the values of the instruments recorded in the financial position statement, in which changes in exchange rates have an impact on the results and the cash flows. Translation risk currency risks relating to equity value fluctuations invested in foreign Group companies, due to exchange rate changes. In terms of exchange rate risk management, it is sought, whenever possible or advisable, to have a natural coverage of exposure values using a financial debt in the external currency expressing the risk values. Whenever such is not possible or advisable, the contracting or performance of operations based on derivative, structured financial instruments is promoted, aimed at reducing their cost, namely for covering risks in future exchange transactions with a high level of certainty as to the amount and date of performance.

59 CONSOLIDATED MANAGEMENT REPORT 57 On the other hand and mainly in African markets, a significant part of the contracts use the euro or the American Dollar with the exchange rate indexed to the contract value recorded in national currency whenever possible. Moreover, anticipating the decrease in the euro in relation to the Dollar at the end of year, we were able to position ourselves in the exchange rate market in order to close the period with the proper suitability and balance of the mechanisms available, benefiting from variations which occurred over the course of 2015 due to the appreciation of the United States dollar. LIQUIDITY RISK The liquidity risk management involves the maintenance of an adequate level of cash as well as negotiating credit limits that ensure the funds needed to meet commitments when they become due. The Mota-Engil Group s policy of managing liquidity risk seeks to guarantee that there are funds available at every moment (balances and financial revenue flows) in the Group and its subsidiaries, sufficient for them to meet, in a timely manner, all the financial obligations assumed (financial expenditure flows). Obtaining high levels of financial flexibility, fundamental for managing this risk, has been achieved by using the following management measures: Establishment of partnerships with financial entities, ensuring their financial support to the Group with a long-term vision, regardless of the context that may condition business; Contracting and maintaining short-term exceeding credit lines, created as liquidity reserves, available for use at any moment; Performing an accurate financial planning for each company by creating and periodically reviewing treasury budgets, allowing anticipated forecast of future treasury excess and deficit, and optimization and integrated management of financial flows among Group affiliates; Financing of medium and long-term investments, adapting debt maturity and payment plan deriving from financing to the ability to generate cash flows in each project or company; Starting the negotiation process for refinancing of medium and long-term loans due for that year with at least one year of antecedence regarding relevant maturity; Keeping a debt structure in the companies with financing levels at medium and long term placed between 60% and 70%, thus reducing their dependence from more short-term volatile funds, creating some immunity to cyclical factors from the financial markets; Scaling financial debt maturity throughout time, seeking to extend average maturity of the debt to make it coincide with the level of permanence of some long-term assets held by the Group;

60 58 CONSOLIDATED REPORT AND ACCOUNTS 2015 Search for new financing sources and new financers with the purpose of: Geographical diversification capturing resources in the different markets where the Group operates; Diversification of debt instruments capture of funds from alternative sources, strengthening the strategic objective of obtaining a greater banking disintermediation. For debt instruments, the Group was able to broaden in 2015 its level of banking relationships with financial entities in various countries of operation, expanding its sources of funding in commercial banking in addition to maintaining its investor attractiveness for hiring alternative financial instruments, especially the issuance of Retail Bonds Mota-Engil July 2015/February 2020 in the amount of 95 million euros at a 3.9% rate, giving the Group the ability to promote the expansion of its activities, generate the rollover of debt, ensure due financial availability and an effective and optimized control of the Group s financing structure. It is also worth noting the operations carried out over the course of 2015 for the establishment of a partnership with Ardian leading to the boost of Ascendi s capitalization and the negotiation of non-core assets sale which will capture relevant resources for the Group s business and for the development of its strategy in CREDIT RISK The credit risk management policy aims at ensuring that the Group s subsidiaries promote the effective collection and reception of its credits over third-parties in the defined and/or negotiated deadlines as applicable. The Group s exposure to credit risk is related mainly to accounts receivable deriving from the normal development of the various business activities with special attention being given to service provision related to the Engineering & Construction segment. The mitigation of this risk is achieved preventively, before exposure to risk, by resorting to information-providing bodies and credit risk profiles that provide a rationale for taking decisions on credit granting. Subsequently, after the credit is granted, the maintenance of credit and collection control structures is promoted by the organization implemented by each market and, in some special cases, the contracting of credit insurance from credible insurance companies is undertaken. These measures contribute for maintaining customer credits within levels that are not susceptible of affecting the financial health of the Group s subsidiaries. The significant development of the Group s activity in Africa and Latin America was in part promoted by the development of a close business strategy, focused on a large and growing number of customers, spread across various business areas and geographic poles, which mitigates risk.

61 CONSOLIDATED MANAGEMENT REPORT Resinorte Mechanical and Biological Unit Treatment Portugal 26. Tailings dam Peru Additionally, some of the largest projects that the Group has in progress are promoted by some of the largest private conglomerates in the world and public entities, which gives added security in terms of financial strength and credit coverage, with an increasing support of multilateral entities in Africa and Latin America as financers of infrastructure projects, which provides additional comfort to credit risk. Lastly, despite the trend strengthened in recent years towards the development of larger projects, the Group has significantly widespread commercial relationships, relying on these projects for the payment of advances that allow a significant reduction in credit risk. OPERATING RISKS These risks consist of risks complementing the core business and financial risks of the Group in the various regions and markets where it operates, particularly associated with physical assets, litigation, execution and fulfillment of processes, information systems, human resources, etc.

62 60 CONSOLIDATED REPORT AND ACCOUNTS 2015 RISKS CONCERNING PHYSICAL ASSETS Risks of incidents associated with physical assets can derive from external or internal causes and can result in value loss for the Group in the form of decreased profits or compensation payments, threatening collaborators or third parties, equipment or asset unavailability. The Mota-Engil Group has several corporate and business areas that monitor these risks, managing and mitigating them through the implementation of best practices, policies of operation, inspection and prevention, as well as contingency plans for unexpected events. LEGAL RISKS Legal risks are those essentially resulting from the exercise of the Group s own activity, the assumption of legal obligations whose risk has not been adequately evaluated, and/or minimized which can generate financial impacts or increased litigation in addition to legal risks arising from the diversity of jurisdictions in which the Group is represented as well as exposure to high levels of litigation. The legal risk management policy aims to ensure that the Group s subsidiaries, in the exercise of their activity, comply with applicable standards and regulations and that the negotiations and contracting and M&A transactions are advised by lawyers, in-house or external, in order to make a preliminary assessment of the legal risk inherent to the project in question, as well as to find admissible solutions to limit the risk to acceptable levels by the Group s management bodies. The Group operates in several countries with distinct legal systems and specific local characteristics diversity from where emerge risks that are mitigated by the concern from having projects and negotiations monitored by local lawyers, with experience and qualified in the legal systems in question in order to fulfil all applicable standards and regulations. The whole Group is monitored from a legal point of view and from the respective risk of labour, administrative, civil and tax-related litigation which may result in economic or reputational damage. Particular attention is given to the implementation of larger projects with a higher technical and financial complexity for the Group and to the higher value or higher risk litigation, by having the markets and regions reporting quarterly information to the Group s Holding, seeking in this way to have updated information at all times as well as allowing legal situations that require closer monitoring and intervention to be timely identified in order to minimize their effects. To minimize the risk of the Group achieving high levels of litigation, pre-litigation management of disputes is done in order to, whenever possible, obtain out of court settlement. REGULATORY RISKS Considering its presence in different markets, the Group ensures at technical and operational level that each company and each business unit fulfils the legal standards established in each market, ensuring their appropriate technical and legal requirements for the projects that are proposed in the negotiations resulting from each project award.

63 CONSOLIDATED MANAGEMENT REPORT 61 Mota-Engil, SGPS, S.A. is listed on the Portuguese stock exchange in the main index PSI-20 and is inherently under the supervision of the Committee on Markets and Securities (CMVM). In terms of the supervision of financial markets, there are also bonds of Mota-Engil, SGPS, S.A. and Mota-Engil Engenharia e Construção, S.A. that are listed on the Luxembourg stock exchange whose supervision is under the Commission de Surveillance du Secteur Financier. In addition, through its subsidiaries, the Group complies in its various business areas with regulatory requirements and own regulations, being subject to continuous monitoring and not having been subjected to any process or admonition by the Supervisory Entities. The Audit and Compliance Department has a leading role in the pursuit of compliance with the various regulations and rules which the Group has an obligation to fulfil. Conformity assessment of policies and procedures, the effectiveness of internal control systems and of support in preventing and mitigating both control risks and compliance risks implemented by the Group s management are subject to verification which results in an analysis of risk of legal or regulatory sanctions, financial loss or reputation as a result of failure to comply with the applicable laws, regulations, codes of conduct and best practice. In addition to legal and regulatory compliance activities conducted in each market by the subsidiaries of the Group, each employee should understand and practice the standards established in the Code of Ethics and Conduct, the most recent version of which was approved in 2015 in accordance with an annual review procedure established and available on the company s website RISK TO INFORMATION SYSTEMS Global companies, such as Mota-Engil Group are significantly dependent on the field of information technology (IT) for the execution of their procedures and operations in the different business units and geographies where it operates, as well as to ensure the due reliability in control and reporting processes. For that end, the Group constantly works towards the standardization of platforms in order to increase the level of trust in IT use and across-the-board processes. Given the increasing complexity of the technology infrastructure in the Group, present in different geographies, information security has become an essential function of the IT mission. As a mitigating action the group has developed a model of governance articulated between the different business areas, led by the Corporate IT department that defines, implements and oversees a governance model that ensures that the information systems and processes are developed across the Group, ensuring that information is traceable and has appropriate mechanisms for information security control. Information security governance has different characteristics and its own set of requirements. In this regard, the Group has defined a governance policy in terms of data management, access, identification of profiles, supervision policies and monitoring thereof.

64 62 CONSOLIDATED REPORT AND ACCOUNTS The Group s human capital management In a context of increasingly significant internationalisation of Mota-Engil Group, 2015 was also marked by challenges of in-house (re)organization, immediately turned into milestones such as the acquisition of EGF, the disposal of the port and logistics business, entry into the electrical sector in Mexico, entering new markets (particularly in Latin America), among other ongoing business and strategic partnerships. This context strengthened the process of consolidation of the governance model which is built on regionalization and the establishment of a set of strategic themes and processes, defined, overseen and monitored at corporate level. Effectively, the governance model of Mota-Engil Group envisions the implementation of a Human Resources strategy which meets the Group s needs, acting in terms of across the board policies on human resources, mobility and talent management with special emphasis on two strategic segments Top Professionals and High-Potential Youth. Based on this framework, the strategy established was reflected, over the course of 2015, in a set of activities associated with priority strategic action axes: CORPORATE HR POLICIES Given the context of change in which Mota-Engil Group finds itself, 2015 saw the need to review and update Corporate Policies and Models on Human Resources, adjusting them to an across-the-board action model, focused on the top segments and locally customized for the remaining functions. This work of adjustment and updating of Human Resources Policies was thus begun in matters such as the establishment of the Group s Organizational Structure, Performance Management, International Mobility Policy and Recruitment and Integration of Employees, benefiting from the experience arising out of previous implementations of each model already carried out in the Group. MANAGEMENT OF TOP PROFESSIONALS According to the strategy established and adopting a specific relevance in the management of Human Resources of the Group, the strategic segment of Top Professionals employees was created over the course of Management of this segment is centralized corporatively, based on Corporate Policies on Human Resources and built on a cohesive and coherent across-the-board strategy. A custom-made management model was established and developed for this segment of employees; within the scope of this model, a series of activities were implemented in 2015, in several action areas, particularly: Questionnaire for the Diagnosis of the Top Professionals segment in order to assess the effective needs and expectations of employees in this segment and aimed at establishing priority actions;

65 CONSOLIDATED MANAGEMENT REPORT 63 The establishment of a strategy for the development, training and culture and sharing of the Top Professionals Segment under which the Mota-Engil Active School, a corporate university belonging to the Group, held during 2015 the first Strategic Management Program, carried out in partnership with Católica Lisbon Business & Economics and Kellog School of Management of Northwestern University, a programme consisting of an initiative for the improvement of skills in terms of strategic management with a view to promoting greater business performance levels and target areas that became critical in the exercise of senior duties; The establishment of a Performance Management Model to apply to Top Professionals across the board, in order to manage the segment in a uniform manner and creating a transparent and equitable process, ensuring meritocracy within this segment. HIGH-POTENTIAL YOUTH In order to prepare the future of Human Capital in the Group and ensure the sustainability of leadership in the Organization, another strategic segment was established over the course of 2015: High-Potential Youth. In this context the MEET Programme Mota-Engil Emerging Talent was created. This programme is aimed at identifying, developing and retaining talent in the Group and consists of a dedicated management programme for High-Potential Youth with a view to speeding up the development of talented collaborators, promoting their preparation to perform duties involving greater responsibility and seniority. With the underlying objectives of the development of skills considered critical for this segment, including the diffusion of Mota-Engil s culture, the promotion of best practice sharing, promotion of a culture of meritocracy and talent retention, preparing succession in the various functional levels, a series of initiatives and activities of development for this group of employees are developed over the course of this Programme. In 2015, Mota-Engil Group has created the MEET Program Mota-Engil Emerging Talent. This is a programme with a cyclical nature with the expected renewal of the pool of Emerging Talents every 3 years, ensuring an ongoing contribution to the base of the pyramid for the future leadership of the Group. HR REPORTING 2015 was marked by the continuation of the Group s challenge of investing in processes and platforms that allow the consolidation of HR information and the across-the-board analysis of critical information on the management of human resources, regardless of geography, business and the framework structure of employees. To this end, the Group pursued during 2015 the core project of Corporate HR Reporting with a view to promoting a solid and cohesive view of the set of indicators of human capital from the 22 different regions where the Group operates.

66 64 CONSOLIDATED REPORT AND ACCOUNTS Activity carried out by the non executive Board Members During the year, non-executive directors participated regularly in the meetings of the Board of Directors, discussed matters under analysis and expressed their opinion on strategic guidelines and specific business areas. Whenever necessary they kept in touch with the teams of the Corporate Centre and of Shared Services Units, as well as with business managers. 8. Proposal for the appropriation of profits The Individual Management Report presents the following proposal: the Board of Directors proposes to the Annual General Meeting of Shareholders the following appropriation of the net income for the year, in the value of 15,523,664 euros and 14 cents, which includes the amounts of 500,000 euros and 250,000 euros allocated to the distribution of profits respectively, to the Board of Directors under the terms of number 3 of article 28 of the Articles of Association and to the remaining employees: a) For distribution to the shareholders, 0.05 euros per share, subject to tax, of the total value of 11,875,257 euros and 5 cents; b) For the legal reserves, 5% of the net income of the period, totaling 776,183 euros and 21 cents; c) For free reserves, the remainder, of the value of 2,872,223 euros and 88 cents. 9. Outlook for 2016 The year 2016 will surely maintain the characteristics of a transition period that began in 2015, due to the difficult international environment that still remains and that will require a redoubled effort from the Group companies to keep the strategic focus of sustained growth, balanced by risk control, and oriented towards the generation of cash flow. To this end, we will maintain initiatives aimed at the organisational consolidation of the Group, constrained by the three sub-holdings: Mota-Engil Europa, SA; Mota-Engil Africa, NV; Mota-Engil Latin America, BV.

67 CONSOLIDATED MANAGEMENT REPORT 65 It is therefore possible to expect the development shown below for the Group s businesses in 2016: Growth of the Consolidated Turnover, based on the order book and the balance of the contribution from the three regions for the Group s consolidated activity; Improvement of the average margins in Europe as a result of the change in the business mix; Relevant weight of traditional markets in Africa showing resilience against the demanding external context, ensuring performance focused on cash-flow generation but resulting in the reduction of the relative weight of the region in the consolidated turnover; New year of a substantial increase in turnover in Latin America with the consolidation of the main markets, start of projects in new geographies and fulfilment of diversification for the segments of environment and energy; Impact of assets disposal partially implemented with the reduction of the Group s debt; Annual investment between 125 and 150 million euros, of which 80 million euros are related to EGF; Order book above 4 billion euros, based on international activity. It should be noted that these prospects do not correspond to a commitment regarding the future performance of the Group but rather the greater capacity for prediction at this date, regarding the future activity of its companies. Therefore, the performance that may be effectively achieved in 2016 could differ significantly from these forecasts. Moreover, Mota Engil does not undertake to update or correct this information due to the modification of any endogenous or exogenous factor that could change the performance of the Group.

68 66 CONSOLIDATED REPORT AND ACCOUNTS In 2016 and up to the issue of this report, we highlight the following relevant facts whose details are properly released as privileged information on the websites of Mota-Engil and of CMVM: Subsequent events 19 February 2016 Mota-Engil reports on the conclusion of port and logistics business disposal Mota-Engil SGPS, S.A. reports that, after obtaining a no-objection statement from the Competition Authority and authorizations from the remaining entities under legal and contractual terms who had to provide their opinion on the transaction, it has completed the disposal to the Yildirim Group of their port and logistics business today. Mota-Engil also reports that, taking into account that the process of renegotiation of the Concession of the Container Terminal at Leixões included within the scope of the sale and aimed at the execution of significant investment by the concession company was not completed up to this date, against the economic and financial rebalancing of the concession in fulfillment of law and the contract as per the Agreement, the final amount of purchase and sale already received was 245 million euros. 11 February 2016 Mota-Engil reports on the agreement for the disposal of its stake at indaqua Mota-Engil reports that, within the scope of the implementation of its strategy for the environment field, it reached an agreement today for the sale of its stake at Indaqua INDÚSTRIA E GESTÃO DE ÁGUAS, SA (Indaqua) to Miya Group for 60 million euros. The fulfilment of the transaction depends on the obtaining of several authorizations on the part of concession owners and financers, and is expected to be completed by the end of the first half of Indaqua controls or participates in 6 water supply concession companies, serving 7 Portuguese municipalities and around 600 thousand inhabitants. With this operation the Group pursues the implementation of targeting measures, resources allocated to the environment area in the segment of waste collection and treatment. 5 February 2016 Mota-Engil reports on the formalisation of the partnership between ascendi and ardian Mota-Engil reports that, after obtaining authorizations from concession owners and financers in 2015 and in the context of the formalization of the partnership between Ascendi and Ardian in force as of May of said year, an increase in capital in cash, fully subscribed by Ardian, was performed today in the conduit company to which the concession companies object of the transaction mentioned below had already been transferred: Auto-Estradas da Grande Lisboa; Auto-Estradas do Grande Porto; Auto-Estradas do Norte; Auto-Estradas da Costa de Prata; Auto-Estradas das Beiras Litoral e Alta These concession companies, jointly controlled by Ascendi and Ardian since 2015 become from this date onwards under the management of Ascendi PT II, SGPS, SA, an entity held by the two partners.

69 CONSOLIDATED MANAGEMENT REPORT 67 Inclosing, we can only thank for the personal and professional commitment of all employees of Mota-Engil Group, the members of governing bodies, costumers and of whoever came into contact with its various companies. Porto, 14 March 2016 António Manuel Queirós Vasconcelos da Mota Chairman of the Board of Directors 11. Final remarks Gonçalo Nuno Gomes de Andrade Moura Martins Deputy-chairman of the Board of Directors and Chief Executive Officer Arnaldo José Nunes da Costa Figueiredo Deputy-chairman of the Board of Directors Maria Manuela Queirós Vasconcelos Mota dos Santos Member of the Board of Directors Maria Teresa Queirós Vasconcelos Mota Neves da Costa Member of the Board of Directors Maria Paula Queirós Vasconcelos Mota de Meireles Member of the Board of Directors Carlos António Vasconcelos Mota dos Santos Member of the Board of Directors and Member of the Executive Committee Ismael Antunes Hernandez Gaspar Member of the Board of Directors and Member of the Executive Committee José Pedro Matos Marques Sampaio de Freitas Member of the Board of Directors and Member of the Executive Committee (Chief Financial Officer) António Martinho Ferreira de Oliveira Member of the Board of Directors and Member of the Executive Committee João Pedro dos Santos Dinis Parreira Member of the Board of Directors and Member of the Executive Committee Luís Filipe Cardoso da Silva Member of the Board of Directors Luís Valente de Oliveira Non-executive and independent member of the Board of Directors António Bernardo Aranha da Gama Lobo Xavier Non-executive and independent member of the Board of Directors António Manuel da Silva Vila Cova Non-executive and independent member of the Board of Directors

70

71 02 CONSOLIDATED FINANCIAL INFORMATION We are trust in Angola In Angola since 1946, Mota-Engil is today the symbol of technical ability and proven delivery. The restoration and extension of the Calueque dam is just one more proof of the expertise in building the infrastructures that are essencial to development of Angola. We are Mota Engil throughout the world

72 70 CONSOLIDADATED REPORT AND ACCOUNTS 2015

73 CONSOLIDATED FINANCIAL INFORMATION 71 CONSOLIDATED INCOME STATEMENTS FOR THE YEARS ENDED ON 31 ST DECEMBER 2015 AND 2014 Notes Year Quarter (Audited) (Audited) (Non-audited) (Non-audited) Sales & services rendered 3 2,433,640 2,368, , ,687 Other revenues 4 16,548 (22,867) (54,606) Cost of goods sold, mat. cons., changes in production & Subcontractors 5 (1,029,455) (1,053,194) (204,162) (261,022) Third-party supplies & services 6 (527,941) (430,801) (136,700) (36,687) Wages and salaries 7 (506,268) (466,241) (141,551) (127,865) Other operating income/(expenses) 8 (3,130) (25,229) (20,350) (2,597) Amortization 9,17 and 18 (151,541) (129,361) (36,716) (25,634) Provisions and impairment losses 10 (47,226) (7,230) (22,007) 7,275 Financial income & gains 11 70,294 30,894 42,123 10,305 Financial costs & losses 11 (160,761) (162,116) (53,276) (56,698) Gains/(losses) in associates and jointly controlled companies 12 67,123 (18,693) 31,982 (7,184) Gains/(losses) on disposal of associates and jointly controlled companies 13 (44,729) (44,729) Income before taxes , ,732 32,109 23,974 Income Tax 14 (46,160) (39,643) (15,601) (13,812) CONSOLIDATED NET PROFIT OF THE YEAR 53,846 83,089 16,508 10,163 Attributable: to non-controlling interests 2 and 34 34,800 32,538 13,509 9,356 to the Group 15 19,046 50,550 2, Earnings per share: basic diluted To be read with the Notes to the Consolidated Financial Statements.

74 72 CONSOLIDADATED REPORT AND ACCOUNTS 2015 CONSOLIDATED INCOME AND OTHER COMPREHENSIVE INCOME STATEMENTS FOR THE YEARS ENDED ON 31 ST DECEMBER 2015 AND Year th Quarter (Audited) (Audited) (Non-audited) (Non-audited) CONSOLIDATED NET PROFIT FOR THE YEAR 53,846 83,089 16,508 10,163 Items of other comprehensive income that may be reclassified to the income statement Subsidiaries Exchange differences arising from the conversion of financial statements expressed in foreign currencies 18,017 30,025 6, Variation, net of tax, of the fair value of derivative financial instruments (133) Other comprehensive income (9,909) (3,984) (3,414) (263) Companies consolidated by the equity method Exchange differences arising from the conversion of financial statements expressed in foreign currencies (2,173) 3,894 1,006 (1,462) Variation, net of tax, in the fair value of derivative financial instruments 45,398 (59,397) 8,148 (24,868) Other comprehensive income in equity investments (3,418) (5,047) (1,115) (7,744) Items of other comprehensive income that will not be reclassified to the income statement Variation, net of tax, of the fair value of tangible fixed assets 1,441 (7,337) 1,441 (7,337) TOTAL COMPREHENSIVE INCOME FOR THE YEAR 103,302 41,504 29,225 (31,495) Attributable: to non-controlling interests 37,582 42,382 15,101 14,470 to the Group 65,719 (878) 14,125 (45,965) To be read with the Notes to the Consolidated Financial Statements.

75 CONSOLIDATED FINANCIAL INFORMATION 73 CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AT DECEMBER 31 ST 2015 AND 2014 Notes (Audited) (Audited) ASSETS Non-current Goodwill 16 80, ,677 Intangible assets , ,668 Tangible fixed assets , ,662 Financial investments under the equity method 19 34, ,697 Available for sale and held to maturity financial assets 20 93,260 51,026 Investment properties 21 82,037 69,106 Trade and other receivables 23 85, ,093 Other non-current assets 23 1,812 13,017 Derivative financial instruments ,214 Deferred tax assets ,672 56,052 Cash and cash equivalents with recourse Term Deposits 23 68,067 1,924,776 1,674,279 Current Inventories , ,421 Trade receivables , ,740 Other receivables , ,586 Corporate income tax 23 16,033 9,728 Other current assets , ,488 Derivative financial instruments 26 9,183 Cash and cash equivalents with recourse Term Deposits 23 62,391 5,190 Cash and cash equivalents without recourse Demand Deposits ,946 Cash and cash equivalents with recourse , ,349 2,503,814 2,257,503 Non-current assets held for sale ,237 29,980 TOTAL ASSETS 5,115,827 3,961,761 LIABILITIES Non-current Loans without recourse ,128 Loans with recourse , ,857 Sundry Creditors , ,832 Derivative financial instruments Provisions , ,120 Other non-current liabilities ,963 4,181 Deferred tax liabilities 14 99,238 40,456 1,667,034 1,324,445 Current Loans without recourse 25 40,534 Loans with recourse , ,260 Trade payables , ,792 Derivative financial instruments Sundry creditors , ,022 Corporate income tax 27 12,514 3,301 Other current liabilities , ,639 2,648,329 2,059,328 Non-current liabilities held for sale ,396 TOTAL LIABILITIES 4,422,760 3,383,773 SHAREHOLDERS' EQUITY Equity capital , ,636 Own shares 24 (3,084) Reserves, retained earnings and share premiuns ,735 58,665 Consolidated net profit for the year 19,046 50,550 OWN FUNDS ATTRIBUTABLE TO THE GROUP 370, ,851 Non-controlling interests 2 and , ,137 Non-controlling interests associated with non-current assets/liabilities held for sale 2 and 34 88,895 TOTAL SHAREHOLDERS' EQUITY 693, ,988 TOTAL SHAREHOLDERS' EQUITY & LIABILITIES 5,115,827 3,961,761 To be read with the Notes to the Consolidated Financial Statements.

76 74 CONSOLIDADATED REPORT AND ACCOUNTS 2015 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED ON 31 ST DECEMBER 2015 AND 2014 Equity capital Own shares Share premiums Available for sale investments Fair value reserve Lands assigned to quarrying operations Derivatives BALANCE AS AT 1 JANUARY ,636 (22,749) 87,256 27,702 10,306 (499) Total comprehensive income for the year (7,337) 261 Dividend distribution (42,821) Other distributions of results Disposal of own shares 22,749 Transfers to other reserves Changes in the consolidation perimeter and in the ownership interest in subsidiaries BALANCE AS AT DECEMBER 31, ,636 44,435 27,702 2,968 (238) BALANCE AS AT 1 JANUARY ,636 44,435 27,702 2,968 (238) Total comprehensive income for the year 1, Share capital increase 32,869 48,149 Dividend distribution Other distributions of results Acquisition of own shares (3,084) Transfers to other reserves Changes in the consolidation perimeter and in the ownership interest in subsidiaries: Acquisition of EGF Changes in participation of controlled entities: Acquisition of non-controlling interests in Mota-Engil Africa NV Difference between the amount paid and the non-controlling interests acquired in Mota-Engil Africa NV Other acquisitions/disposals of non-controlling interests BALANCE AS AT 31 DECEMBER ,505 (3,084) 92,584 27,702 4,409 (139) To be read with the Notes to the Consolidated Financial Statements.

77 CONSOLIDATED FINANCIAL INFORMATION 75 Currency translation reserve Legal reserves Other reserves Net profit Own funds attributable to shareholders Own funds attributable to non-controlling interests Shareholders' equity (53,001) 40,927 12,414 50, , , ,226 20,870 (65,221) 50,550 (878) 42,382 41,504 (47,336) (90,157) (23,194) (113,350) (117) (117) (113) (230) 25,178 47,927 47,927 50,505 (50,505) (419) (419) 43,332 42,912 (32,131) 40,927 (24,998) 50, , , ,988 (32,131) 40,927 (24,998) 50, , , ,988 14,767 30,366 19,046 65,719 37, ,302 81,018 81,018 (24,556) (24,556) (19,435) (43,991) (7) (7) (4) (11) (3,084) (3,084) 50,550 (50,550) 75,031 75,031 42,582 42,582 (42,582) (108,910) (108,910) (108,910) 3,589 3,589 8,136 11,725 (17,364) 40,927 (31,384) 19, , , ,067

78 76 CONSOLIDADATED REPORT AND ACCOUNTS 2015 CONSOLIDATED CASH-FLOWS STATEMENTS FOR THE YEARS ENDED ON 31 ST DECEMBER 2015 AND 2014 OPERATING ACTIVITY Notes (Audited) (Audited) Cash receipts from customers 2,617,344 2,461,687 Cash paid to suppliers Cash paid to employees (1,838,199) (1,840,528) (507,364) (387,854) CASH GENERATED FROM OPERATING ACTIVITIES 271, ,305 Income tax (paid)/received (26,628) (78,412) Other receipts/(payments) generated by operating activities 4,277 10,882 NET CASH FROM OPERATING ACTIVITIES (1) 249, ,776 INVESTING ACTIVITY Cash receipts from: Financial assets 37 72,340 1,530 Tangible fixed assets 18,855 12,012 Interest and similar income 6,964 43,228 Dividends 2,474 2,005 Cash paid in respect of: 100,634 58,775 Financial assets 37 (219,234) (52,718) Intangible assets (12,767) (8,045) Tangible fixed assets (152,514) (223,687) (384,515) (284,450) NET CASH FROM INVESTING ACTIVITIES (2) (283,881) (225,675) FINANCING ACTIVITY Cash receipts from: Loans obtained 317, ,068 Grants and donations 5,127 Sale of own shares Cash paid in respect of: 49, , ,319 Loans obtained (72,284) (72,298) Amortization of finance lease contracts (64,799) (50,759) Interest & similar expense (107,994) (104,748) Dividends (38,119) (55,485) Acquisition of own shares (3,084) (286,281) (283,290) NET CASH FROM FINANCING ACTIVITIES (3) 36,167 56,029 Variation of cash & cash equivalents (4)=(1)+(2)+(3) 1,717 (3,870) Variations due to changes in the consolidation perimeter 44, Exchange rate effect 6,807 34,414 Cash & cash equivalents at the beginning of the year , ,733 CASH & CASH EQUIVALENTS AT THE END OF THE YEAR (1) , ,606 To be read with the Notes to the Consolidated Financial Statements. (1) Includes the amount of 68,067 thousand euros recorded in 2014 as non-current.

79 CONSOLIDATED FINANCIAL INFORMATION 77 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT 0. INTRODUCTION The core business of Mota-Engil, SGPS, SA, with head office at Edifício Mota, Rua do Rêgo Lameiro, 38, Porto (Mota-Engil SGPS or Company), and subsidiaries (Group or Mota-Engil Group) are public and private construction work and related activities as well as waste collection and treatment. The Group s business is mostly developed in three regions: Europe, Africa and Latin America. These financial statements are consolidated in the financial statements of the entity Mota Gestão e Participações, SGPS, S.A. All the amounts presented in these notes are presented in thousand euros, rounded off to the unit, unless explicitly stated otherwise. 1. ACCOUNTING POLICIES 1.1. Basis of presentation and main accounting policies The consolidated financial statements of the Mota-Engil Group were prepared on a going concern basis from the books and accounting records of the companies comprising the Group adjusted in the consolidation process. These consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (IAS/IFRS) issued by the International Accounting Standards Board (IASB), and with the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) or by the former Standards Interpretation Committee (SIC), as adopted by the European Union as at 31 st December Regarding Group companies which use different accounting standards, said statements undergo conversion adjustments to IAS/IFRS. The attached consolidated financial statements were prepared based on the historical cost principal, except for certain classes of real estate assets, for investment properties and for derivative financial instruments that are measured at their revalued cost or at their fair value by the end of each reporting period, as explained in accounting policies below. The fair value is the amount by which an asset can be exchanged or a liability settled between parties with skills and willing to do so, in a transaction in which there is no connection between them, regardless of the fact that said price can be directly verified or estimated using other valuation techniques. By estimating the fair value of an asset or liability, the Group takes into account the characteristics of the asset or liability that players in the market would also take, when they valued the asset or liability on the measuring date. The fair value for the purposes of measuring and releasing this financial statement is determined on the basis described above, except for the case of leases that are handled under IAS 17, and measurements with similarities to the fair value but which do not correspond to the fair value, such as the net realisable value outlined in IAS 2 or the value in use outlined in IAS 36. In addition, for financial reporting purposes, measurement at fair value is arranged according to a three-tiered system (level 1, 2 and 3) in accordance with the level in which assumptions used can be observed in an active market and according to their relevance as regards the valuation at fair value used when measuring assets/liabilities or when releasing them.

80 78 CONSOLIDADATED REPORT AND ACCOUNTS 2015 The aforesaid tiered system is the following: Level 1 the fair value is set based on prices of an active market for identical assets/liabilities; Level 2 the fair value is set based on data other than market prices identified in Level 1 but which can be observed in the market; and Level 3 the fair value is set based on assessment models whose main assumptions cannot be observed in the market. Interim consolidated financial statements of Mota-Engil Group have been presented quarterly, in accordance with IAS 34 Interim Financial Reporting standard Standards, interpretations, amendments and revisions which came into force during the year During the year ended on 31 st December 2015 the following standards, interpretations, amendments, and revisions endorsed by the European Union became applicable: Standard/Interpretation IFRIC 21 Payments to the State Amendment to IFRS 3 Business Combinations (included in the improvements to international financial reporting standards cycle ) Amendment to IFRS 13 Fair Value Measurement (included in the improvements to international financial reporting standards cycle ) Amendment to IAS 40 Investment Properties (included in the improvements to international financial reporting standards cycle ) Applicable in the European Union in the years beginning on or after Jun/14 Jan/15 Jan/15 Jan/15 Content This standard establishes the conditions related to the timing for recognizing a liability regarding payments to the State of a contribution by an entity as a result of a particular event (e.g., participation in a given market), without the payment having any specified goods or services in exchange. This amendment clarifies that IFRS 3 excludes from its scope the formation of a joint agreement on the financial statements of the joint agreement itself. This amendment clarifies that the exception of applying the standard to financial assets and liabilities with offset positions extends to all contracts under IAS 39, regardless of complying with the definition of financial assets or liabilities under IAS 32. This amendment clarifies that value judgments must be applied in order to determine whether the acquisition of an investment property is an acquisition of an asset or a business combination covered by IFRS 3. No significant effects were produced in the Group s financial statements for the year ended on 31 st December 2015, following the adoption of the above mentioned standards, interpretations, amendments, and revisions.

81 CONSOLIDATED FINANCIAL INFORMATION Standards, interpretations, amendments and revisions which come into force in future years The following standards, interpretations, amendments and revisions, as at the date of approval of these financial statements, were endorsed by the European Union and are mandatory for future annual periods: Standard/Interpretation Amendment to IAS 19 Employee Benefits Contributions from employees Improvements to the international financial reporting standards (cycle ) Improvements to the international financial reporting standards (cycle ) Amendment to IFRS 11 Joint Arrangements Accounting of acquisitions of interests in joint arrangements Amendment to standard IAS 1 Submission of Financial Statements Disclosure Initiative Amendment to IAS 16 Tangible Fixed Assets and IAS 38 Intangible Assets Acceptable Depreciation Methods Amendment to IAS 16 Tangible Fixed Assets and IAS 41 Agriculture Production Plants Amendment to IAS 27 Application of the equity method to the separate financial statements Applicable in the European Union in the years beginning on or after Feb/15 Feb/15 Jan/16 Jan/16 Jan/16 Jan/16 Jan/16 Jan/16 Content This amendment clarifies the circumstances under which employee contributions for post-employment benefit plans are an actual reduction in the cost of short-term benefits. These improvements involve the clarification of some aspects related to: IFRS 2 Sharebased Payments: definition of vesting condition; IFRS 3 Business Combinations: accounting of contingent payments; IFRS 8 Operating Segments: disclosures related to the value judgement applied in connection to the aggregation of segments, and clarification on the need for reconciliation of total assets by segment, with the total amount of assets in the financial statements; IAS 16 Tangible Fixed Assets and IAS 38 Intangible Assets: need for proportional revaluation of accumulated depreciations in the case of revaluation of fixed assets; IAS 24 Related Party Disclosures: defines that an entity that provides management services to the Company or to its parent company is considered a related party; and IFRS 13 Fair Value: clarifications concerning the measurement of short-term accounts receivable or payable. These improvements involve the clarification of some aspects related to: IFRS 5 Noncurrent assets held for sale and discontinued operational units: introduces guidelines on how to proceed in case of changes to the expected method of realization (sale or distribution to shareholders); IFRS 7 Financial Instruments: disclosures: clarifies the impacts of asset monitoring contracts within the scope of disclosures associated with continuing involvement of derecognised assets, and frees the interim financial statements from the disclosures required in respect of compensation of financial assets and liabilities; IAS 19 Employee Benefits: sets that the rate to be used for defined benefit discounting purposes shall be determined by reference to high quality corporate bonds that have been issued in the currency in which the benefits will be paid; and IAS 34 Interim Financial Reporting: clarification on the procedures to adopt when there is information available in other documents issued in conjunction with the interim financial statements. This amendment is related to the acquisition of interests in joint operations. It sets the mandatory implementation of IFRS 3 when the acquired joint operation is a business activity in accordance with IFRS 3. When the joint operation in question is not a business activity, the transaction shall be recorded as an asset acquisition. This change has a prospective use for new acquisitions of interests. This amendment clarifies some aspects related to the Disclosure Initiative, namely: (i) the entity shall not hamper the intelligibility of the financial statements by aggregating material items with immaterial items, or by aggregating material items with different natures; (ii) the disclosures specifically required by IFRS need only to be provided if the information in question is material; (iii) the lines of the financial statements specified in IAS 1 can be aggregated or disaggregated, according to what is most relevant for the purposes of financial reporting; (iv) the part of other comprehensive income resulting from the application of the equity method in associates and joint arrangements should be presented separately from the other components of other comprehensive income, also segregating the items that are likely to be reclassified to results from those that will not be reclassified; (v) the structure of the notes should be flexible, and should respect the following order: a statement of compliance with IFRS in the first section of the notes; a description of the significant accounting policies in the second section; supporting information for items in the face of the financial statements in the third section; and other information in the fourth section. This amendment establishes the presumption (which may be rebutted) that revenue is not an appropriate basis for amortizing an intangible asset, and prohibits the use of revenue as a depreciation base for tangible fixed assets. The presumption established for the amortization of intangible assets can only be refuted when the intangible asset is expressed in terms of revenue generated or when the use of economic benefits is highly correlated with the revenue generated. This amendment excludes plants that produce fruit or other components to be harvested and/or removed from the scope of IAS 41, which shall now be covered by IAS 16. This amendment introduces the possibility of measurement of interests in subsidiaries, joint arrangements and associates in separate financial statements by the equity method, in addition to the currently existing measurement methods. This amendment applies retrospectively.

82 80 CONSOLIDADATED REPORT AND ACCOUNTS 2015 As at 31 st December 2015, the Group did not early adopt the above mentioned standards, interpretations, amendments, and revisions. However, their application in future annual periods is not expected to have relevant effects on the Group s consolidated financial statements. Standard/Interpretation IFRS 9 Financial Instruments (2009) and subsequent amendments IFRS 14 Regulated Assets IFRS 15 Revenue from Contracts with Customers IFRS 16 Leases Amendment to IFRS 10 Consolidated Financial Statements, to IFRS 12 Disclosure of Stakes in Other Entities, and to IAS 28 Investments in Associates and Jointly Controlled Entities Amendments to IFRS 10 Consolidated Financial Statements, and to IAS 28 Investments in Associates and Joint Ventures Standards, interpretations, amendments, and revisions not yet endorsed by the European Union The following standards, interpretations, amendments, and revisions, mandatory for future annual periods, as at the date of approval of these financial statements, were not yet endorsed by the European Union: Content This standard is part of the revision project of IAS 39, and sets new requirements for the classification and measurement of financial assets and liabilities, for the impairment calculation methodology, and for the application of hedge accounting rules. This standard is mandatory for fiscal years beginning on or after January 1, This standard establishes the reporting requirements, by entities that first adopt the IFRS, applicable to regulated assets. This standard introduces a reconnaissance structure of principle-based revenue and based on a model to be applied to all contracts held with customers, replacing standards IAS 18 Revenue, IAS 11 Construction Contracts; IFRIC 13 Customer Loyalty Programs; IFRIC 15 Agreements for the Construction of Real Estate; IFRIC 18 Transfers of Assets from Customers, and SIC 31 Revenue Direct Exchange Transactions Involving Advertising Services. This standard is mandatory for fiscal years beginning on or after January 1, This standard introduces the principles of recognition and measurement of leases, replacing IAS 17 Leases. This standard defines a single accounting model for lease contracts that results in the recognition by the lessee of assets and liabilities for all lease agreements, except for leases below 12 months or for leases related to low value assets. Lessors will continue to classify leases as either operating or financial, and IFRS 16 will not entail substantial changes to such entities compared to what is defined in IAS 17. These amendments include the clarification of various aspects related to the application of the consolidation exception by investment entities. These amendments eliminate an existing conflict between the mentioned standards, related to the sale or the contribution of assets between the investor and the associate, or between the investor and the joint undertaking. The above mentioned standards were not yet endorsed by the European Union and, therefore, were not applied by the Group for the year ended on 31 st December Given the complexity and significant changes in the accounting of certain transactions envisaged in the above standards, the expected effects of the adoption thereof have not yet been quantified, as at the date of approval of these financial statements. The consolidated financial statements are presented in euros (thousands) since this is the main currency of the Group s operations. The financial statements of the subsidiaries expressed in foreign currency were converted into euros, in accordance with the accounting policies described in subparagraph xiv) of the main valuation criteria herein. All estimates and assumptions made by the Board of Directors were based on their knowledge of the events and transactions in course, as at the date of approval of the financial statements. In preparing the consolidated financial statements, in harmony with the IAS/IFRS, the Group s Board of Directors adopted certain assumptions and estimates which affect the reported amount of assets and liabilities, as well as the respective income and expenditure incurred, part of which are described in subparagraph xxii) of the main valuation criteria of this Note.

83 CONSOLIDATED FINANCIAL INFORMATION 81 The consolidated financial statements attached herewith were prepared for appraisal and approval at the General Meeting of Shareholders. The Group s Board of Directors believes that they will be approved without amendment Basis of consolidation a) Controlled companies These consolidated financial statements include the financial statements of the Company and of the entities controlled by the Company and its subsidiaries. There is control when the Company (i) has power over the subsidiary; (ii) is exposed and/or is entitled to variable returns as a result of its involvement in the subsidiary; (iii) has the capacity to use the above mentioned power to influence the subsidiary s returns. Therefore, some subsidiaries whose effective percentage holding held by the Group is below 50% were considered to be controlled by the latter. Most of these situations occur when the Group holds a majority financial holding in a subsidiary which in turn holds another majority holding in a subsidiary. On the other hand, some subsidiaries whose effective percentage holding held by the Group is over 50% were not considered to be controlled, given the existence of agreements with third parties through which shared control over said holding was set. Whenever any of the three elements, regarding a subsidiary, undergo changes, the Group reassesses the existence of control over it. The Company controls a subsidiary even if it does not hold most of the voting rights when, by virtue of the voting rights held and/or agreements entered into, it has the practical capacity to unilaterally manage the subsidiary s relevant activities. Financial holdings in controlled entities (including structured entities or SPV) are included in consolidated financial statements through the full consolidation method the moment the Group gains control. Consequently, the income of the entities whose control was acquired or lost during the period are included in the income statement, respectively, as at the date control was taken or up to the date it was granted. The net income and further items of other comprehensive income and equity of controlled entities which correspond to third party holdings of said entities (non-controlling interests) are presented in the consolidated financial position and in the consolidated income statement and other comprehensive income under headings specific to non-controlling interests. The comprehensive income of controlled entities is assigned to Group owners and non-controlling interests, even if this results in the latter having a deficit balance. When necessary, the financial statements of controlled entities are adjusted, in a manner such that their accounting policies are consistent with those of the Group. The transactions and balances between Group companies are eliminated in the consolidation process.

84 82 CONSOLIDADATED REPORT AND ACCOUNTS 2015 On the years ended 31 st December 2015 and 2014, the main transactions performed between Group companies can be summarised as follows: (i) Purchases and sales of inventories; (ii) Provision of construction services; (iii) Provision of administrative services; (iv) Loan granting and obtainment; (v) Dividend distribution. Controlled entities (including in these consolidated financial statements through the full consolidation method) are detailed in Appendix A to this annex. b) Associates Financial investments in associates are recorded using the equity method and are included in the statement of financial positions under the heading Financial investments in associates and jointly controlled companies. Financial investments in associates are investments in which the Group exerts a significant influence. The significant influence (assumed when voting rights surpass 20%) is the power to participate in the financial and operating decisions of an entity without exercising control or joint control over it. In addition, for some entities whose effective percentage holding held by the Group is below 20%, the Group exercises significant influence over them. Most of these situations occur when the Group holds a majority financial holding in a subsidiary which in turn controls or exercises significant influence in a subsidiary. On the other hand, some subsidiaries (whose weighting is immaterial) are consolidated through the equity method, given the lack of timely provision of the financial elements required for the elaboration of this annex to financial statements. Financial investments in associates for which the Group was unable to promptly obtain financial statements (whose weighting is immaterial) were recorded at the acquisition cost, net of impairments. Pursuant to the equity method, financial holdings are initially recorded at their acquisition cost, which is subsequently adjusted. By the value corresponding to the Group s holding in comprehensive income (including the net income of the period) of the associates against other comprehensive income of the Group or gains or losses for the period, as applicable; By the dividends received against an account receivable or availability payments; By potential gains or losses in operations with other companies in the Group; A valuation is made of financial investments in associates when there is indication that the asset might be impaired, with a loss being recorded in the income statement whenever this is confirmed. The recoverable amount of financial investments in associates is, for this purpose, determined in accordance with the provisions of IAS 36. When impairment losses recognised in previous periods no longer exist, they are reversed (the corresponding gain is recorded in the income statement). Impairment losses are recorded as a deduction to the book value of investments.

85 CONSOLIDATED FINANCIAL INFORMATION 83 When the Group s proportion in the accumulated losses of the associate exceeds the value at which the investment is recorded, the investment is stated at zero until the equity becomes positive, unless the Group has assumed commitments with the associated company, in which case a liability is recorded to meet such liabilities. Unrealised gains on transactions with associates are eliminated in proportion to the Group s interest in the associate against the investment in that same associate. Unrealised losses are likewise eliminated, but only up to the point at which the loss does not show evidence that the transferred asset is in a situation of impairment. Whenever necessary, the financial statements of the associates are adjusted to ensure their consistency with the accounting policies adopted by the Group. Financial investments in associates and jointly controlled are detailed in Appendix A to this annex. c) Joint undertakings Joint undertakings are arrangements in which the parties who hold joint control of the agreement have rights over said arrangement s net assets. Joint control is the contractually agreed sharing of control, which exists only when decisions on relevant activities require the unanimous consent of the parties who share control. Financial interests in joint undertakings are recorded in the consolidated financial statements through the equity method described in subparagraph b). Based on what is described above and the agreements established between parties in which their unanimous consent in relevant management decisions, financial investments held at Ascendi Group and at Indaqua were considered as joint undertakings up to the date of their classification as Non-current assets held for sale, although the Group holds an effective holding percentage over 50%. Financial investments in joint undertakings are detailed in Appendix A. d) Joint operations Joint operations are joint arrangements in which the parties who hold joint control have rights over the assets and obligations before the liabilities of the arrangement. Joint control is the contractually agreed sharing of control, which exists only when decisions on relevant activities require the unanimous consent of the parties who share control. When a Group entity develops its activity within the scope of joint operations, the Group, as a joint operator, recognises, in relation to its interest in a joint operation: Its assets, including its share of any jointly held assets; Its liabilities, including its share of any jointly incurred liabilities; Its share of receipts resulting from the sale of joint production; Its expenditure, including its share of any jointly incurred costs.

86 84 CONSOLIDADATED REPORT AND ACCOUNTS 2015 e) Business combinations Business combinations are recorded in accordance with the purchase method. Combination costs are determined at fair value, consisting of the sum, as at the date of taking control, of: (i) fair value of the assets transferred by the Group; (ii) fair value of the liabilities undertaken by the Group as a result of taking control; and (iii) fair value of the equity instruments issued by the Group in exchange for taking control. Costs related to business combinations are recorded in income when incurred in. The identifiable assets and liabilities are identified at their fair value on the acquisition date, said measurement may be concluded within twelve months of the above mentioned date. For fair value measurement purposes, the Group resorts to market prices in force for similar assets and liabilities or, in the absence thereof, to universally accepted valuation techniques (comparable prices, discounted cash-flows, among others). The surplus cost of the combination plus the fair value of potential interests previously held by the entity acquired, and the value attributed to non-controlling interests in relation to the fair value of identifiable assets and liabilities is recognised as goodwill. If the above mentioned difference is negative, it is recognised as income of the period under the heading Other operating income/(costs), after reconfirmation of the value attributed to identifiable assets and liabilities acquired. The Group chooses, on a transactional basis, the calculation of the value of non-controlling interests (i) in accordance with their proportion in the fair value of assets, liabilities and contingent liabilities acquired; or (ii) in accordance with their fair value. Up to 1 st January 2012, non-controlling interests were exclusively valued in accordance with the corresponding proportion in the fair value of acquired assets and liabilities. The amount of future contingent payments, if applicable, is recognised as liability at the time of acquisition at its fair value, with any change of the initially stated value being recorded against the book value of goodwill, but only if this occurs within the remeasurement period (12 months after the acquisition date), and if it is related to events prior to the acquisition date. Otherwise it should be recorded against income. Furthermore, the acquisition of financial holdings in associates is recorded through the purchase method. Any surplus/shortfall of the acquisition cost in relation to the fair value of the identifiable assets and liabilities of the associates on the acquisition date is recognised, respectively, as goodwill (added to the value of investment), or as income in the income statement of the period under the heading Gains/(losses) in associates and joint ventures (regarding the latter, after the proper reconfirmation of the fair value of the identifiable assets, liabilities and contingent liabilities). When a business combination is reached in phases, the interest percentage previously held by the Group in the purchased entity is remeasured at the fair value on the acquisition date and the gain or loss arising therefrom if applicable, is recognised in the income statement. Amounts arising out of interests in the purchased entity before the acquisition date which had been previously recognised in other comprehensive income are reclassified for the income statement, provided that it was the proper treatment where said holding had been disposed of.

87 CONSOLIDATED FINANCIAL INFORMATION 85 f) Other changes to interests in controlled entities The acquisition of interests in entities that are already controlled is treated as a transaction between equity holders and, consequently, will not produce any recognition of goodwill or income. Any difference between the respective cost and the book value of the corresponding non-controlling interests acquired is recorded under reserves of equity. Furthermore, when the disposal of interests in controlled entities does not result in loss of control, the potential differences between the amount transferred to non-controlling interests and the price of the transaction are recorded under reserves of equity. When the disposal of interests in an entity results in loss of control by the Group, a gain or loss in income is recognised corresponding to the difference between: (i) the fair value of assets received by the Group and the fair value of potential interests kept in the entity; and (ii) the book value of the entity s assets and liabilities in the Group s consolidated financial statements and related potential non-controlling interests. g) Goodwill Goodwill is recorded at the cost (calculated pursuant to subparagraph e) of this note) minus accumulated impairment losses. Up to 1 st January 2004, Goodwill was amortised during the estimated recovery period of the investment, with the amortizations recorded in the income statement under the heading Amortization. As of 1 st January 2004 the Group suspended the amortization of Goodwill, subjecting it to annual impairment tests or whenever there is evidence of impairment. The respective cost recognised for goodwill generated prior to the IAS/IFRS transition date corresponded to the net book value calculated in accordance with the accounting principles generally accepted in Portugal on that date, having been subject to impairment tests on said date. Moreover, and in accordance with the alternative pursuant to IFRS 1 First-time Adoption of the International Financial Reporting Standards, Mota-Engil SGPS S.A. did not retrospectively apply the provisions of IAS 21 Effects of Changes in Foreign Exchange Rates to the goodwill generated before the IFRS transition date. Goodwill related to investments in subsidiaries based abroad whose functional currency is not the euro is recorded in the functional currency of these subsidiaries, and converted to the Group s functional and reporting currency (Euro) at the exchange rate in force on the date of the financial position statement. Any currency conversion differences created during this conversion are recorded in equity under the heading Currency conversion reserve. As mentioned above, the Group conducts impairment tests on goodwill, annually and with reference to the date of the consolidated financial position statement. Whenever the amount at which a goodwill is recorded is higher than its recoverable amount, an impairment loss is recognised, recorded in the income statement under the heading Provisions and impairment losses. The recoverable amount is the highest value between its fair value minus the costs and its value in use. The fair value is the amount which would be obtained from the disposal of the asset in a transaction within the reach of independent parties. The value in use is the present value of the estimated future cash flow that is expected to arise from the continued use of the asset, and from its disposal at the end of its service life. For goodwill, the recoverable amount is always estimated for the cash generating unit to which the asset belongs. Generally, cash generating units correspond to individual subsidiaries purchased, except for concessions (logistics) and environment and services (waste), whose cash generating units correspond to the respective groups of companies purchased.

88 86 CONSOLIDADATED REPORT AND ACCOUNTS 2015 Impairment losses recorded in goodwill cannot be reversed. h) Conversion of financial statements from foreign entities Assets and liabilities in financial statements for overseas entities (who do not use the euro as a functional currency) are converted into euros using exchange rates in force on the date of the financial position statement. Income and costs, as well as cash flows, are converted into Euros using the average exchange rate verified in the period. The resulting exchange difference, generated after 1 st January 2004, is recorded in equity under the heading Currency conversion reserve. Exchange differences up to 1 st January 2004 (IAS/IFRS transition date) were annulled against Retained earnings. Goodwill and fair value adjustments resulting from the acquisition of foreign entities are treated as assets and liabilities of said entities and converted into euros in accordance with the exchange rate in force at the end of the year. Whenever a foreign entity is disposed of (totally or partially), the share corresponding to accumulated exchange difference is recognised in income statement as gain or loss of disposal, if there is loss of control, or transferred to non-controlling interests if there is no loss of control. On 31 st December 2015, functional currencies used by the major subsidiaries of the Group were the following: Subsidiary Business segment Country/Currency Functional currency Mota-Engil SGPS Holding euro (EUR) euro (EUR) Mota-Engil Europa Europe euro (EUR) euro (EUR) Mota-Engil Ambiente e Serviços Europe euro (EUR) euro (EUR) Mota-Engil Engenharia Europe euro (EUR) euro (EUR) Mota-Engil Real Estate SGPS Europe euro (EUR) euro (EUR) Mota-Engil Central Europe Polónia Europe Polish zloty (PLN) Polish zloty (PLN) Suma Europe euro (EUR) euro (EUR) EGF Group Europe euro (EUR) euro (EUR) Tertir Europe euro (EUR) euro (EUR) ME Africa NV Africa euro (EUR) euro (EUR) MEEC Africa Africa euro (EUR) euro (EUR) Mota-Engil Angola Africa Angola kwanza (AOK) US dollar (USD) Vista Waste Africa Angola kwanza (AOK) Angola kwanza (AOK) ME Latin America Latin America euro (EUR) euro (EUR) Mota-Engil Peru Latin America Peruvian novo sol (PEN) Peruvian novo sol (PEN) Mota-Engil Mexico Latin America Mexican peso (MXN) Mexican peso (MXN) Mota-Engil Colômbia Latin America Colombian peso (COP) Colombian peso (COP) Empresa Construtora Brasil Latin America Brasilian real (BRL) Brasilian real (BRL)

89 CONSOLIDATED FINANCIAL INFORMATION 87 The rates used for the conversion into Euros of the financial statements of subsidiaries, jointly controlled companies and overseas associates (that do not use the Euro as a functional currency) were as follows: Year end Average Currency Czech crown (CZK) EUR/CZK Algerian dinar (DZD) EUR/DZD S. Tomé and Príncipe dobra (STD) EUR/STD 24, , , , US dollar (USD) EUR/USD Cape Verde escudo (CVE) EUR/CVE Hungarian forint (HUF) EUR/HUF Angola kwanza (AOK) EUR/AOK Malawian kwanza (MWK) EUR/MWK Mozambique metical (MZM) EUR/MZN Romenian new leu (RON) EUR/RON Peruvian novo sol (PEN) EUR/PEN Macao pataca (MOP) EUR/MOP Chilean peso (CLP) EUR/CLP Colombian peso (COP) EUR/COP 3, , , , Mexican peso (MXN) EUR/MXN South Africa rand (ZAR) EUR/ZAR Brasilian real (BRL) EUR/BRL Omani rial (OMR) EUR/OMR Chinese yuan renminbi (CNY) EUR/CNY Polish zloty (PLN) EUR/PLN Main valuation criteria The main valuation criteria, judgments and estimates used in the preparation of the Group s consolidated financial statements during the periods under review were as follows: i) Intangible assets Intangible assets are recorded at acquisition or production cost, minus amortizations and any accumulated impairment losses, and recognised only if it is likely that they will generate future economic benefits for the Group, and if their value can be reasonably measured and if the Group has control over them. Intangible assets are basically composed of concession operating rights (arising from the adoption of IFRIC 12), intangible assets recognised within the scope of imputation of fair value to assets and liabilities acquired in business combinations, and software. Intangible assets related to concession operating rights are amortised by the straight line method during the validity period of said rights. Intangible assets recognised following business combinations are amortised by the straight line method during the estimated recovery period of said rights. Software is amortised by the straight line method over a period of three to six years.

90 88 CONSOLIDADATED REPORT AND ACCOUNTS 2015 Concession operating rights arising from the adoption of IFRIC 12 refer to the concession contracts for the logistics and waste fields of the Europe Environment & Services segment, where the Group: a) does not have control over the infrastructures it constructed (or will construct) and which it currently operates, since the concession owners control the use of the infrastructures and the conditions under which the services are provided, and due to the fact that the infrastructures revert back to the concession owners at the end of the concession period; b) receives a right (license) to charge the users in consideration of the services of construction, operation and maintenance of the infrastructures for provision of the public service, which depends on the volume of use of the infrastructures by the users. Consequently and pursuant to IFRIC 12, the concessions of Group companies in the logistics and waste fields fall under the intangible asset model, where the Group has adopted the following accounting policies on this matter: a) The revenue and expenditure relative to construction services are treated in accordance with IAS 11 Construction contracts. Therefore, all the expenses incurred with the construction of the infrastructures operated by the Group are recorded as costs in the income statement for the year to which they refer. The retribution receivable in exchange for the construction services provided is recorded as revenue in the year to which it refers, in accordance with the percentage completion method, calculated by the ratio between the construction costs incurred and the estimated total construction costs, against the recording of an Intangible Asset (Concession Operating Licenses). b) Concession Operating Licenses are amortised as of the time when they are ready for use and on a systematic basis over the entire lifetime of the concession, using the straight line method or unit production method, as appropriate. c) Revenue and other income relative to operating and maintenance services are treated in accordance with IAS 18 Revenue. The costs incurred annually in relation to the operation and maintenance of infrastructures are recorded as costs in the year to which they refer. Contractual obligations to maintain or restore the infrastructure to certain levels of capacity for the provision of the public service (namely major repairs) are recorded in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets, that is, every year a liability is constituted in accordance with the present value of the best estimate of the expenditure required to settle this obligation through the recording of a cost in the income statement. d) Costs related to loans received which are attributable to the infrastructure underlying the concession contract are capitalised during its construction stage, in conformity with IAS 23 Costs related to loans received.

91 CONSOLIDATED FINANCIAL INFORMATION 89 e) Where the concession contracts establish, apart from the initial construction services, the provision of upgrade services (improvements to the construction) in consideration of the license received, and, on the other hand, whose future economic benefits cannot be directly related to the actual improvement services, a single intangible asset is recognised for both construction services (initial and upgrade). In this case, since there is an unconditional obligation to provide upgrade construction services for the infrastructure, the entirety of this intangible asset is recognised at the time of the initial construction, pursuant to IAS 11 and IAS 18, including the fair value of the upgrade construction services to be provided in the future. f) All the costs related to concession contracts and which cannot be disassociated from them should be added to the intangible asset (Concession Operating Licenses) at their fair value. ii) Premises Premises (land and buildings) are initially recorded at the acquisition or production cost. The Group adopted the revaluation method (revalued amount minus accumulated amortizations) as accounting policy for the subsequent measurement of said premises. The respective revalued amount corresponds to its fair value as at the revaluation date. The revaluations are carried out regularly (recently every two years) by independent real estate valuators, so that the revalued amount does not differ materially from the fair value of the respective property. The fair value is essentially calculated through the comparative market method or through the income method. The comparative market method uses as relevant inputs, the cost per square meter of acquisition, construction or lease of real estate assets with similar characteristics, whereas the income method uses as relevant inputs, lease payments in force, lease payments to continue after the term of the lease contract and the discount rate that better shows risks inherent in the real estate assets and lease holder in question. When the fair value calculated in the valuation is slightly higher than its book value in the statement of the financial position, the Group, for reasons of prudence, does not update the assets subject to the valuation to their fair value. Adjustments arising from revaluations of real estate assets for own use are recorded against equity. When land or buildings which have been revalued positively in former fiscal years is subsequently revalued negatively, the adjustment is recorded against equity up to the amount corresponding to the increased equity arising from previous revaluation, minus the amount realised through depreciation, with its excess being recorded as a cost for the year in the income statement. Depreciation is imputed on a systematic basis using the straight line method during the estimated useful life of the buildings, which varies between 20 and 50 years. Land is not depreciated. Depreciation of real estate assets for own use are recorded on a monthly basis under the heading Amortization, in the income statement. Any changes to the period of estimated useful life of real estate assets for own use are carried out prospectively.

92 90 CONSOLIDADATED REPORT AND ACCOUNTS 2015 iii) Land assigned to quarry operations Land assigned to quarry operations, as well as some related costs (expenses incurred with the licensing and start-up of the quarries and costs to be incurred with restoration of landscape), are initially recorded at the acquisition or production cost. The Group adopted the revaluation method (revalued amount minus accumulated amortizations) as accounting policy for the subsequent measurement of quarries. The revalued sum for the quarry corresponds to its fair value as at the revaluation date. When the fair value calculated in the valuation is slightly higher than its book value in the statement of the financial position, the Group, for reasons of prudence, does not update the assets subject to the valuation to their fair value. The valuations are undertaken regularly, by specialised internal experts, so that the revalued amount does not differ materially from the fair value of the respective quarry. The fair value of quarries is calculated using the income method by means of a discounted cash-flow model. The income method uses as relevant inputs, amounts of aggregate to extract in the following years, respective sale prices, costs to be incurred from the restoration of the quarry s landscape and the discount rate that better shows the risks inherent to the quarry in question. These assets are depreciated in accordance with the quantity of stone extracted each year, taking into account the residual value of the quarry at the end of the extraction. Adjustments arising from the revaluation of the land assigned to quarry operations are recorded against equity. When the quarry which had been revalued positively in former fiscal years is subsequently revalued negatively, the adjustment is recorded against equity up to the amount corresponding to the increased equity arising from previous revaluation, minus the amount realised through depreciation, with its excess being recorded as a cost for the year in the income statement. iv) Other tangible assets Other tangible assets acquired up to 31 st December 2003 are recorded at their deemed cost, which corresponds to their acquisition cost or to the acquisition cost revalued in accordance with the accounting principles generally accepted in Portugal up to that date, minus accumulated depreciation and accumulated impairment losses. Other tangible assets acquired after this date are recorded at acquisition cost minus accumulated depreciation and impairment losses. Tangible assets in progress represent assets still under construction/development, and are recorded at acquisition cost, minus any accumulated impairment losses. Depreciation is calculated after the assets are in a condition for use, that is when their assets are available for use and in the necessary conditions, in terms of quality and technical reliability, to operate as intended by the Group s Board of Directors and is attributed systematically using the straight line method during their useful life. The useful life of an asset is determined based on its expected use by the Group, expected natural wear, predictable technical obsolescence and the residual value attributable to the asset. The residual value attributable to the asset is estimated based on the residual value prevailing on the date of the estimate for similar assets which have reached the end of their useful lives and operated under conditions similar to those in which the asset will be used.

93 CONSOLIDATED FINANCIAL INFORMATION 91 The depreciation rates used correspond to the following periods of estimated useful life (in years): EQUIPMENT Basic equipment (excluding that assigned to concessions) 3 to 10 Administrative equipment 4 to 10 Transport equipment 3 to 10 Tools and utensils 3 to 6 OTHER TANGIBLE ASSETS 3 to 10 Subsequent expenses related to replacement of tangible asset components incurred by the Group are added to the respective tangible assets, with the net value of the replaced components of these assets being written off and recorded as a cost under the heading Other operating income/(expenses). Maintenance and repair costs that neither increase the useful life, nor give rise to significant improvements in the items of the tangible assets, are recorded as a cost for the year when they occur. Depreciation of other tangible assets are recorded on a monthly basis under the heading Amortization in the income statement. Any changes to the period of estimated useful life of other tangible assets are carried out prospectively. Gains or losses resulting from the sale or write-off of tangible assets are calculated as the difference between the sale price and the net book value on the disposal/write-off date, and are recorded in the income statement under the heading Other operating income/(costs). v) Impairment of tangible and intangible fixed assets On each reporting date the book values of the Group s tangible and intangible fixed assets are revised to determine if there is evidence that said assets are impaired. Where there is such evidence, the recoverable amount of said assets (or of the cash-generating unit) is estimated in order to determine the extent of the impairment loss (if any). The recoverable amount of the asset (or cash-generating unit) is the highest value between (i) the fair value minus the cost to sell; and (ii) value in use. When calculating value in use, the estimated future cash flows are discounted using a discount rate which reflects market expectations regarding the time value of money and the specific risks of the asset or cashgenerating unit in relation to which the estimated future cash flows were not adjusted. Whenever the book value of the asset (or cash-generating unit) is higher than its recoverable amount, an impairment loss is recognised. Impairment loss is immediately recorded in the income statement under the heading Provisions and impairment losses unless said loss compensates for a revaluation excess recorded in equity. In this case, said loss will be treated as a decrease in said revaluation. Impairment losses are recorded at the book value of the cash-generating unit s assets as follows: first at the goodwill allocated to the cash-generating unit (if any) and then at the other assets of the cash-generating unit, on a pro rata basis given the respective book values.

94 92 CONSOLIDADATED REPORT AND ACCOUNTS 2015 The reversal of accumulated impairment losses recognised in previous years only occurs when there is evidence that the accumulated impairment losses no longer exist or decreased. The reversal of impairment losses is recognised in the income statement under the heading Provisions and impairment losses. The reversal of impairment losses is undertaken up to the limit of the amount that would have been recognised (net of depreciation) if the prior impairment loss had not been recorded. vi) Leases Lease contracts are classified as (i) finance leases when they substantially transfer all the risks and advantages inherent to possession of the leased asset; and as (ii) operating leases when they substantially transfer all the risks and advantages inherent to possession of the leased asset. The classification of the leasing into finance or operating is undertaken based on the substance and not the form of the contract. a) Leases where the Group acts as lessee Tangible assets acquired under finance lease contracts, as well as the corresponding liabilities, are recorded through the financial method, recognising the tangible assets and their corresponding accumulated depreciation, as defined in subparagraphs iii) and iv) above, and any outstanding debts pending settlement are stated in accordance with the contractual financial plan. Furthermore, the interest included in the value of lease payments and depreciation of the tangible assets are recognised as costs in the income statement for the year they refer to. In leases considered as operating, the lease payments owed are recognised as a cost in the income statement on a linear basis during the validity period of the lease. b) Leases where the Group acts as lessor In leases where the Group acts as lessor under operating leasing contracts, the value of assigned assets is kept in the financial position statement and the income is linearly recognised during the validity period of the lease. vii) Investment properties Investment properties consist of land and buildings held for the purpose of obtaining rents and/or the appreciation of the invested capital, and not for use in the production or supply of products or services, or for administrative purposes (cases in which they are classified as tangible assets), and also for sale during current business activity (cases in which they are classified as inventories). Classification of given land and buildings as investment properties to the detriment of inventories and/or tangible assets is essentially the result of the use prospects of the Group s Board of Directors for said assets, taking into account the maximization of return thereof in particular. Investment properties, including those under construction, are recorded at their fair value, set on an annual basis by specialised external experts. Variations in the fair value of investment properties are recognised directly in the income statement for the year under the heading Financial income fair value of investment properties.

95 CONSOLIDATED FINANCIAL INFORMATION 93 Costs incurred with investment properties in use, namely maintenance, repairs, insurance and property taxes (Municipal Property Tax), are recognised in the consolidated income statement for the year to which they refer. viii) Non-current assets held for sale Non-current assets are classified as held for sale when their book value can only be recovered through its sale and not through their continued use. In order for these assets to be classified as such, they must be available for immediate sale under their current conditions, the sale much be highly probable, the Board of Directors must be committed to execute this sale and the disposal must predictably occur within a period of 12 months, as established in IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. Non-current assets classified as held for sale are recorded at the lowest amount between their book value and their fair value minus the expected costs of the sale. Their potential amortization ceases at the time of classification as non-current assets held for sale. For the purposes of fair value calculation, the proposed purchase of the assets to be disposed of was particularly taken into account. ix) Financial assets and liabilities Financial assets and liabilities are recognised in the statement of the financial position when the Group becomes a contracting party of the respective financial instrument. a) Financial assets The financial assets investments into the following categories: Recorded at fair value through profit or loss, Loans and accounts receivable, Investments held to maturity and Financial assets available for sale. The classification, defined at the time of initial recognition, depends on the intention underlying the acquisition of the asset and on the characteristics of the financial instruments. Recorded at fair value through profit or loss: this category is divided into two subcategories, Financial assets held for trading and Financial assets recorded at fair value through profit or loss. A financial asset is classified into this category, particularly, when acquired for the purpose of its sale in the short term, or if the adoption of valuation through this method eliminates or significantly reduces an accounting lag. Derivative financial instruments are also classified as Financial assets held for trading, unless they are assigned to hedging operations within the scope of the application of the rules of hedge accounting. Assets of this category are classified as current assets if they are held for trading or if expected to be realised within 12 months of the date of the statement of financial position. Loans and accounts receivable: these are non-derivative financial assets, with fixed or variable repayment, which are not listed in active/liquid markets. These financial assets arise when the Group provides cash, products or services directly to a debtor with no intention to negotiate the debt.

96 94 CONSOLIDADATED REPORT AND ACCOUNTS 2015 Loans and accounts receivable are classified as current assets, except in cases where their maturity is longer than 12 months after the date of the statement of financial position, in which case they are classified as non-current assets. In both cases, this category appears in the statement of the financial position, included under the headings Customers and Other debtors. Financial assets held to maturity: are non-derivative financial assets, with fixed or variable repayment and defined maturity, which the Group intends to hold to maturity (and has the capacity to do so). Loans and accounts receivable are classified as current assets, except in cases where their maturity is longer than 12 months after the date of the statement of financial position, in which case they are classified as non-current assets. Financial investments available for sale: these include non-derivative financial assets, which are named as available for sale, or those that do not fall under the previous categories. This category is included under non-current assets unless the Board of Directors intends to sell the instrument within 12 months as of the date of the statement of financial position. All purchases and sales of these financial assets are recognised on the date the respective purchase and sale agreements are signed, regardless of the financial settlement date. These financial assets are initially recorded at their fair value (which is usually the value paid on the acquisition date), plus the transaction costs, (except for those recorded at fair value through profit or loss, when the corresponding transaction costs are recorded as expenditure for the year). After initial recognition, financial assets recorded at fair value through profit or loss and financial assets available for sale are measured at their fair values, with no deduction relative to any transaction costs which might occur up to their sale. Gains or losses arising from a change in the fair value of financial assets available for sale are recorded in the consolidated statement of comprehensive income under the heading Fair value reserves Investments available for sale until the asset is sold, received or disposed in any form or in situations where the fair value of the asset is lower than its acquisition cost and this situation is considered a significant or permanent impairment loss, at which time the accumulated gain or loss is recorded separately in the income statement. In the case of investments in equity instruments (shares) classified as available for sale, a significant or prolonged decrease in their fair value to levels over their acquisition cost indicates impairment. Gains or losses arising from a change in the fair value of financial assets held for trading or of financial assets recorded at their fair value through profit or loss in the income statement for the year.

97 CONSOLIDATED FINANCIAL INFORMATION 95 The fair value of financial assets is calculated on the basis of current market prices. If the market to which assets belong is not an active/liquid market, the Group records them at acquisition cost minus any accumulated impairment losses. The fair value of listed financial assets is calculated based on the closing price released on the respective market as at the date of the statement of financial position. All investments in equity instruments (shares) not classified as available for sale are recorded at their acquisition cost (fair value on the date of initial recognition), always considering impairment losses in case there is objective evidence of such. The Group s Board of Directors believes that the fair value of these investments does not differ significantly from their acquisition cost, net of impairment. Dividends received relative to equity instruments classified as available for sale are recognised in the income statement in the year when the right to receive them was established. Financial assets corresponding to Loans and accounts receivable and to Financial assets held to maturity are, after their initial recognition, measured at the amortised cost through the effective interest rate method. Financial assets (except for those measured at fair value through profit or loss) are subject to impairment analysis on the date of each financial position statement. Financial assets corresponding to investment in equity instruments, or which are individually significant, are subject to individual impairment analysis. The remaining financial assets are grouped by similarity of credit risk for the purposes of impairment analysis. In the case of equity instruments classified as available for sale, a significant (over 50%) or prolonged decline (over two years) of their fair value to levels below their acquisition cost indicates that the asset is impaired. For the remaining assets, the Group believes the following objective evidence of impairment to be relevant: Significant financial difficulties by the counterparty in settling its debts; Failure to meet payments in due time by the counterparty relative to credit extended by the Group; High probability that the counterparty might enter into bankruptcy or debt restructuring proceedings. For financial assets recognised at amortised cost, the amount of the impairment is calculated as the difference between their book value and the present value of future cash flow discounted at the initial effective interest rate, that is considered null whenever it is expected to be received within less than one year due to the fact that the discount effect is found to be immaterial.

98 96 CONSOLIDADATED REPORT AND ACCOUNTS 2015 The book value of financial assets presented in the consolidated financial position statement is directly reduced by any impairment losses calculated. When an account receivable from customers and other debtors is considered uncollectible, it is (along with potential impairment losses associated) annulled against income. Subsequent receipts related to annulled accounts receivable from customers and other debtors are recorded as income in the income statement of the period. Changes to impairment losses are recorded in the income statement of the period. With the exception of investments in equity instruments classified as available for sale, subsequent decreases in accumulated impairment losses, which objectively result from an event subsequent to the impairment recognition date, are recorded by the income statement of the period up to the limit of existing accumulated impairment loss. Impairment losses of investments in equity instruments classified as available for sale are not reversed. b) Loans obtained Loans are initially recorded in liabilities at their fair value. Any costs incurred with the issue of these loans are recorded as a deduction to the debt and recognised, over the lifetime of these loans, in accordance with the effective interest rate method. Loans obtained are subsequently measured at amortised cost. Loans in the form of commercial paper financing are classified as non-current liabilities when it has a placement guarantee for more than a year and the Group s Board of Directors intends to use this financing source for more than a year. Non-recourse loans correspond to loans in which only the assets of companies financed are used to settle the debt (Project finance). In recourse loans, the debt s settlement is always guaranteed by the Group. c) Trade payables and sundry creditors Financial liabilities included under the headings Trade payables and Sundry Creditors are initially recorded at their fair value. These financial liabilities are, after their initial recognition, measured at the amortised cost, through the effective interest rate method. d) Other financial liabilities Other financial liabilities are initially recorded at their fair value. These financial liabilities are, after their initial recognition, measured at the amortised cost, through the effective interest rate method. e) Distinction between financial liabilities and equity instruments Financial liabilities and equity instruments are classified in accordance with the contractual substance of the transaction. The Group defines equity instruments as those where the underlying contract of the transaction shows that the Group holds a residual interest in a set of assets after deduction of a series of liabilities.

99 CONSOLIDATED FINANCIAL INFORMATION 97 f) Derivative financial instruments The Group uses derivative financial instruments in the management of its financial risks solely to ensure the hedging of these risks and never uses derivative financial instruments for purposes of speculation. The use of derivative financial instruments is duly regulated by the Group. Derivative financial instruments used by the Group essentially refer to interest rate and exchange rate hedge instruments associated with loans received. The amount of the loans, maturity periods of the interest and repayment plans are similar to the conditions established for the interest rate and the exchange rate hedge instruments and therefore the hedging is highly effective. The following criteria are used by the Group to classify derivative financial instruments as cash-flow hedge instruments: The hedge is expected to be highly effective in offsetting changes in cash-flow attributable to the hedged risk; The effectiveness of the hedge can be measured reliably; There is sufficient documentation on the transaction at the beginning of the hedge operation; The transaction covered by the hedge is highly likely. Interest rate and exchange rate hedge derivative financial instruments are initially recorded at their fair value. Changes to the fair value of these instruments, associated with the part that is effectively hedged, are recognised in the consolidated statement of comprehensive income under the heading Variation, net of tax, in the fair value of derivative financial instruments and are transferred to net income for the year in the same period when the hedged instrument affects net income. The potential existing hedge inefficiency is recorded under the headings Financial income & gains and Financial costs & losses of the consolidated income statement of the period. The accounting of derivative financial instruments ceases when the instrument falls due or is sold. In situations where the derivative financial instrument no longer qualifies as a hedge instrument, the accumulated fair value differences recognised in the consolidated statement of comprehensive income under the heading Variation net of tax in the fair value of derivative financial instruments are transferred to net income for the fiscal year or added to the value of the asset which resulted from the hedged transactions, and subsequent revaluations are recorded directly under the headings of the income statement. Regarding derivative financial instruments which, although contracted for economic hedging purposes, do not meet all the requirements of IAS 39 - Financial Instruments: Recognition and Measurement -, with respect to the possibility of qualifying for hedge accounting, the respective changes in fair value are recorded in the income statement for the year when they occur. g) Treasury shares Treasury shares are stated at their acquisition cost as a deduction from equity. Gains or losses inherent to the disposal of treasury shares are recorded under the heading Other reserves.

100 98 CONSOLIDADATED REPORT AND ACCOUNTS 2015 h) Discounted bills and accounts receivable assigned under factoring The Group derecognises financial assets from its consolidated financial statements solely when the contractual right to the cash flow inherent to these assets expired or when the Group substantially transfers all the risks and benefits inherent to the possession of these assets to a third party. Consequently, customer balances secured by discounted bills that have not yet fallen due and accounts receivable assigned in factoring as at each date of the statement of financial position, with the exception of factoring operations without recourse, are recognised in the Group s consolidated financial statements against the heading Sundry creditors until they are received. x) Cash and cash equivalents a) Cash and cash equivalents demand deposits The amounts included under the heading Cash and cash equivalents demand deposits correspond to cash, bank deposits at sight and with agreed maturity dates and other cash investments falling due within less than three months that are repayable on demand and have an insignificant risk of change of value. b) Cash and cash equivalents term deposits The amounts included under the heading Cash and cash equivalents term deposits correspond to cash, bank sight and term deposits and other cash investments that are not immediately available, due to having been given as guarantees or being blocked. The amounts of Cash and cash equivalents without recourse correspond to companies financed under a project finance regime, particularly of EGF (note 1.3 ix) b)). xi) Inventories Merchandise and raw materials and consumables are valued at the lowest value between the average acquisition cost and the respective market value (estimate of their sales price minus the costs to be incurred with their disposal). Finished and semi-finished products, byproducts, and products and work in progress are valued at production cost, which is lower than their market value. Production cost includes the cost of the incorporate raw material, direct labour and general factory costs. Adjustments are recorded to reflect the difference between the inventory book value and the corresponding net realisable value, whenever it is lower on the reporting date. Concerning inventories, reductions to their net realisable value are calculated based on market values and various rotation indicators. The costing of merchandise sold and raw materials and consumables abides by the following rules: Property specific cost; Materials and remaining inventories average cost.

101 CONSOLIDATED FINANCIAL INFORMATION 99 xii) Revenue Revenue is recorded at the fair value of the assets received or receivable, net of discounts and expected returned products. a) Construction contracts The Group recognises the net income of the works of each contract in accordance with the percentage-of-completion method, which is defined as the ratio between the costs incurred in each work up to a given date and the sum of these costs with the costs estimated to complete it. The differences obtained between the values resulting from the application of the percentage-of-completion to the estimated income and the invoiced values are stated under the subheadings Production and services rendered not invoiced or Advance billing, included under the headings Other current assets and Other current liabilities. Whenever, due to uncertainties in the construction plan, the subsequent income of the contract cannot be determined reliably, the construction contract is recognised by the amount of the expenditure incurred (zero profit margin contracts). Variation relative to the amount of revenue agreed in the contract is recognised through profit or loss for the year when it is likely that the customer will approve the amount of revenue arising from said variation and it may be measured reliably. Claims for reimbursement of costs not included in the contract price are included in the revenue of the contract when the negotiations reach an advanced stage, indicating that it is likely that the customer will accept the claim and it can be measured reliably. In order to meet the costs to be incurred during the works warranty period, the Group recognises a liability on an annual basis to meet this legal obligation, which is calculated taking into account the annual volume of production and the historical records of costs incurred in the past with works during the warranty period. When it is likely that the total costs expected to complete a construction contract exceed the income defined therein, the expected loss is recognised immediately in the income statement for the year. Costs incurred with the elaboration of proposals for submission in tenders are recognised in the year s profit and loss statement as the outcome of the tender cannot be controlled. b) Real estate Relevant costs incurred for real estate undertakings developed by the Group are calculated taking into account the direct construction costs as well as all the costs related to the preparation of projects and licensing of works. Costs attributable to the funding, supervision and inspection of undertakings are also capitalised, provided that they are underway. For the effect of capitalisation of financial costs and costs related to the supervision and inspection of the undertaking, it is considered that it is underway if awaiting decision from the competent authorities or if it is under construction. Should the undertaking not be at either of these stages, it is considered stopped and the capitalisation referred to above is suspended.

102 100 CONSOLIDADATED REPORT AND ACCOUNTS 2015 Pursuant to IFRIC 15, sales generated by the real estate business are recognised when all the risks associated to the asset are substantially transferred to the buyer (that is, at the time of the signing of the property deed). c) All other business Revenue arising from sales and provision of services is recognised at the time of its realisation or with reference to the completion stage of the transaction as at the reporting date, provided that all of the following conditions are met: i) the amount of the revenue can be measured reliably; ii) it is likely that the Group will receive future economic benefits associated to the transaction; iii) the costs incurred or to be incurred with a transaction can be measured reliably; and iv) the completion stage of the transaction as at the reporting date can be measured reliably. Interest income is recognised using the effective interest rate method provided that it is likely that the Group will receive economic benefits in the future and their amount can be measured reliably. Revenue derived from dividends is recognised when the Group s right to receive the corresponding amount is established. xiii) Accruals principle The Group adopts the accruals accounting principle as regards most headings in the financial statements. Therefore, costs and profits are recorded as they are produced, regardless of their time of payment or receipt. xiv) Assets, liabilities and transactions in foreign currency All transactions in foreign currency are recorded in the functional currency at the time of their initial recognition through the application, to the amount in foreign currency, of the spot exchange rate between the functional currency and the foreign currency as at the transaction date. At the end of each reporting period: a) monetary items in foreign currency are translated at the closing exchange rate; b) non-monetary items which are measured in terms of historical cost in a foreign currency are translated at the exchange rate at the transaction date; and c) non-monetary items measured at fair value in a foreign currency are translated at the exchange rates at the date when the fair value was determined. Currency conversion differences arising from the settlement of monetary items or from the translation of monetary items at rates which are different from those used to translate them in the initial recognition during the period or in previous financial statements, are recognised through profit or loss for the period when they occur unless they arise from a monetary item which is part of a net investment in an overseas operating unit. In this case, these currency conversion differences are initially recognised in other comprehensive income and reclassified from equity to the net income for the year at the time of the disposal of the net investment. In preparing the consolidated financial statements, the net income and financial position of entities belonging to the consolidation perimeter, whose functional currencies are not the currency of a hyperinflationary economy, are converted into euros at the exchange rates indicated in paragraph h) of Note 1.2.

103 CONSOLIDATED FINANCIAL INFORMATION 101 xv) Income tax Corporation tax for the period is calculated based on the taxable profit or loss of the companies included in the consolidation (in accordance with the tax rules in force in the country where they operate) and considering deferred taxes. Deferred taxes are calculated based on the statement of financial position liability method and refer to temporary differences between the amounts of the assets and liabilities reported for accounting purposes and their respective amounts for tax purposes. Deferred tax assets and liabilities are calculated and valued annually using the tax rates in force, or announced to be in force, as at the date of the reversal of the temporary differences. Deferred tax assets are recorded only when there are reasonable expectations of sufficient future tax profits for their use. On each date of statement of financial position a reappraisal is made of provisional differences underlying the deferred tax assets in order to recognise deferred tax assets not recorded previously because they did not meet the requirements for their recording, and/or to reduce the amount of said assets according to the current expectation of their future recovery. More specifically, as regards the record of deferred tax assets associated with reportable tax losses, these losses are only recorded when the business plans of the respective companies support their full recovery within the legal deadlines set. The amount of tax to be included, both in current tax and deferred tax, arising from transactions or events recognised under reserves is recorded directly under these same headings, and does not affect the net income for the year. xvi) Financial charges with loans obtained Financial costs related to loans obtained are generally recognised as expenditure in the period in which they occur through the effective interest rate method. Financial costs related to loans received that are directly related to the acquisition, construction or production of fixed assets, or associated to real estate projects classified under inventories, are capitalised, thus being incorporated in the cost of the asset. The capitalisation of these costs starts after the beginning of the preparation of the construction or development of the asset and is interrupted after the beginning of its use, the end of production or construction of the asset, or when the project in question is suspended. Any income generated from loans obtained related to construction/development of the asset is deducted from financial costs eligible for capitalisation. For the purposes of calculation of financial costs to be capitalised, financial costs specifically incurred in the construction/development of the asset are taken into account or if that is not possible, an average interest rate is calculated as follows: Total financial costs incurred in the period/total bank debt of the company/group, which is multiplied by the value of the asset under construction/development.

104 102 CONSOLIDADATED REPORT AND ACCOUNTS 2015 xvii) Provisions Provisions are recognised when, and only when, the Group has a present obligation (legal or implicit) arising from a past event, it is likely that in order to resolve this obligation there will be an outflow of funds and the amount of the obligation can be estimated reasonably. The provisions are reviewed on each date of statement of financial position and adjusted so as to reflect the best estimate on that date (expected amount of the outflow to incur), taking into account the risks and uncertainties inherent to such estimates. When a provision is calculated in view of the future cash flow required to settle the obligation, it is recorded at the current values of this future cash flow. The discount rate used in the abovementioned financial update corresponds to the average rate of financing of the respective company at the reporting date. Provisions for onerous contracts Current obligations arising under onerous contracts are recognised and measured as provisions. An onerous contract is found to exist when the Group faces a situation in which unavoidable costs to meet the duties of the contract exceed economic benefits expected to be received under said contract. Provisions for work warranties Provisions to handle expected costs with warranties under construction contracts are recorded on the date the construction revenue is recognised, according to the best estimate of the Board of Directors of outflows of funds required to meet said duty. Provisions for legal proceedings Provisions for legal proceedings are recorded at the time it is determined that an outflow of funds to the Group is highly likely; these provisions are reviewed annually taking the opinion of the corresponding lawyers/legal consultants in charge of proceedings into account. Provisions for restructuring are only recognised by the Group when there is a formal and detailed restructuring plan and it has been disclosed to the parties involved. xviii) Employee benefits a) Benefits granted to current and former employees A liability is recognised to handle benefits granted to employees as regards wages, vacations and holiday pay in the period in which employees provide the service which is recognised at the amount of benefits expected to be paid. Recognised liabilities regarding benefits granted to current employees are measured at the undiscounted amount of the benefits expected to be paid in exchange for services provided. Recognised liabilities concerning benefits granted to former employees are measured at the current amount of future expected payments regarding services provided by employees up to the reporting date.

105 CONSOLIDATED FINANCIAL INFORMATION 103 b) Pensions Liabilities related to the defined benefit pension plan, attributed to some former employees and current directors of the Group, are calculated in accordance with the Projected Unit Credit Method, using the actuarial and financial assumptions that are most suited to the established plan, with the respective actuarial valuations conducted on each reporting date. The discount rate is determined based on market rates for bonds from companies with good risk management and with a deadline similar to that of settlement of liabilities. As of 1 st January 2013, following review of IAS 19 Employee benefits, the Group started to record the following items in the heading Wages and salaries of the income statement: Cost of current services; Net cost of interest with the pension plan; Net cost of interest with the pension plan; with early retirement, corresponding to increased liabilities arising out of transition into retirement; and Gains and losses arising from the change of plan conditions. The net cost of interest for the pension plan is calculated by the Group by multiplying net liability with retirement pensions using the discount rate for the purposes of determination of liabilities with retirement pensions. On 31 st December 2015 and 2014, the Group s liabilities with retirement pensions were solely covered through the record of one provision under the heading Provisions, without the existence of an autonomous fund. Remeasurement gains and losses, particularly actuarial gains and losses arising from differences between actuarial assumptions used and the amounts effectively verified (gains and losses from experience) and changes in actuarial assumptions are recognised against the statement of other comprehensive income. xix) Government grants Grants attributed to fund staff training actions are recognised as income during the period of time during which the Group incurs the respective costs, and are presented in the income statement minus these costs. Grants attributed to fund investments in tangible or intangible assets are deferred and recorded as liabilities. Grants to investment are recognised in the income statement during the period of useful life estimated for the assets granted under the heading Other operating income/(costs). xx) Contingent assets and liabilities Contingent assets are not recognised in the consolidated financial statements although they are disclosed in the Notes whenever it is likely that there will be a future economic benefit. Contingent liabilities are not recognised in the consolidated financial statements, but are disclosed in the Notes, unless the possibility of an outflow of funds affecting future economic benefits is remote.

106 104 CONSOLIDADATED REPORT AND ACCOUNTS 2015 xxi) Subsequent events Events occurring after the date of statement of financial position that provide additional information on conditions which existed as at the date of statement of financial position (adjusting events) are reflected in the consolidated financial statements. Events after the date of statement of financial position that provide information on conditions which occur after the date of statement of financial position (non-adjusting events), if material, are disclosed in the Notes to the consolidated financial statements. xxii) Judgments and estimates In preparing the consolidated financial statement, the Group s Board of Directors based its work on its best knowledge and experience of past and/or current events, considering certain assumptions relative to future events. The most significant accounting estimates reflected in the consolidated financial statements for the years ended on 31 st December 2015 and 2014 (and respective uncertainty sources) include: Fair value of tangible assets and of investment property and realisable value of property classified in inventories Some of the Group s property assets (namely land, buildings and quarries) are measured through the revaluation model (or the fair value model, in case of investment property), which implies the calculation of the respective fair value. Furthermore, the property which presents evidence of impairment is subject to impairment tests which are based on the calculation of the net realisable value of said property. The fair value and the realisable value of those property assets are often calculated through valuations which inevitably have underlying uncertainties associated with several factors such as market prices, yields, demand, etc. To mitigate the effect of said uncertainties, the Board of Directors resorts whenever possible to qualified and independent experts to conduct the valuation. When the valuations are conducted by in-house technicians, said valuations must always use as much observable market data as possible. Useful lives of the tangible and intangible assets The Group revises the estimated useful lives of its tangible and intangible assets on each reporting date. The useful lives of assets depend on several related factors such as their use, the Group s strategic decisions and the economic context of the several companies included in the consolidation perimeter. Therefore, the Group implemented a rigorous process for the revision of estimated useful life which provides for the above mentioned factors and other factors considered to be relevant for such purpose. Impairment analyses of goodwill, investments in associates and jointly controlled entities, tangible and intangible assets Impairment analyses require the calculation of the fair value and value in use of the assets in question (or of the cash generating units to which they were attributed). This process requires a high number of judgments, namely estimated future cash flows associated to the assets or the respective cash generating units, and the determination of an appropriate discount rate for the calculation of the present value of said cash flows. Therefore, once again, the Group established as requirement the use of as much observable market data as possible. The Group also established monitoring mechanisms for calculations based on criticism and challenge to determine the reasonableness, coherence and consistency of the assumptions used (in similar situations).

107 CONSOLIDATED FINANCIAL INFORMATION 105 Calculation of impairment losses in accounts receivable Impairment losses in accounts receivable are calculated in accordance with Note 1.3 ix a). Therefore, the calculation of impairment through individual analysis corresponds to the Group s judgment on the economic and financial situation of its customers and to its estimate of the value to be attributed to potential existing guarantees, with consequent impact on expected future cash flows. Recognition of revenue for works in progress Revenue for works in progress is recognised in relation to the completion stage of the works. The completion stage translates into a very relevant estimate based on the forecast of costs to be incurred until the conclusion of the works. This process is greatly based on the input from technicians involved in the works, by virtue of their detailed knowledge of said works, their experience and technical skill. Valuation of financial instruments not traded in active markets The valuation of financial instruments not traded in active markets (particularly of derivative financial instruments contracted by the Group: forward exchange rate and interest rate swaps), uses valuation techniques based on discounted cash flow methods. The calculation of the fair value of these instruments is generally conducted by the entities with whom said instruments were contracted (counterparties). The Group s Board of Directors recognises the competency and objectivity of the counterparties. The Group also has validated the main assumptions and methodologies used to calculate the fair value of these instruments, which are considered appropriate. Determination of the outcome of legal proceedings underway The outcome of legal proceedings underway, as well as the respective need for provisions, is estimated based on the opinion of the Group s lawyers/legal consultants. The Group s legal consultants have the technical skills and detailed knowledge of the proceedings necessary to deal with the uncertainty inherent in the outcome of such proceedings. Measurement of deferred taxes and valuation of the recoverability of deferred tax assets The recognition of deferred tax assets and liabilities implies the existence of profit and loss and future favourable tax base. Furthermore, deferred tax assets and liabilities are calculated based on the interpretation of tax legislation in force in the several jurisdictions in which the Group operates. Therefore, changes in tax legislation or in its interpretation on part of the competent authorities may have an impact on the value of deferred taxes. Lastly, the recovery of deferred tax assets also depends on the performance of the operations of the several entities included in the consolidation perimeter, situation over which the Group does not have full control. In order to mitigate the degree of uncertainty associated to these estimates, particularly regarding the interpretation of applicable tax legislation, the Group and the several companies included in its consolidation perimeter resort to external tax consultants.

108 106 CONSOLIDADATED REPORT AND ACCOUNTS 2015 Post-employment benefits Liabilities for retirement pensions are estimated based on actuarial valuations conducted by external experts certified by the Supervisory Authority for Insurance and Pension Funds. These estimates include a set of financial and actuarial assumptions, namely discount rate, life tables, invalidity, growth of pensions and salaries, among others. The assumptions adopted for the calculation of pension liabilities correspond to the best estimate of the Group s Board of Directors on the future behaviour of the above mentioned variables. The various aforementioned estimates were calculated based on the best available historical information as at the preparation of the consolidated financial statements. The underlying judgments to said estimates take into consideration the overall economic surroundings of the sector and of the geography in which the several companies included in the consolidation perimeter operate, their expected future development. Given its nature, those judgments are subject to a reasonable degree of uncertainty. Therefore, in subsequent periods there may be situations which, due to their unforeseeable nature, were not taken into consideration for the estimates and which may produce an outcome different from the expected. Changes in these estimates after the financial statements date will be corrected in profit and loss prospectively, pursuant to IAS 8. As at the preparation date of these consolidated financial statements no relevant changes in the estimates produced are foreseen and, therefore, no material changes in recorded assets and liabilities based on the estimates are expected. xxiii) Cash flow statement The consolidated cash flow statement is prepared in accordance with IAS 7, through the direct method. The Group classifies investments falling due in less than three months and for which the risk of alteration of value is insignificant, including blocked sums of term deposits of concessionaire companies assigned to debt service, as well as deposits given in guarantee under contractual clauses, according to the heading Cash and cash equivalents. The cash flow statement is broken down into operating, investment and financing activities. Operating activities comprise receipts from customers, payments to suppliers, payments to staff and others related to operating activity. The cash flow involved in investment activities include, in particular, acquisitions and disposals of investments in subsidiaries, payments and receipts arising from the purchase and sale of fixed assets. The cash flow related to financing activities include, namely, payments and receipts relative to loans received, finance lease contracts and payment of dividends.

109 CONSOLIDATED FINANCIAL INFORMATION COMPANIES INCLUDED IN THE CONSOLIDATION As at 31 st December 2015, the companies/entities included in the consolidation and respective consolidation methods, head offices, effective percentage holding, business, date of incorporation and date of acquisition of the financial holdings are shown in Appendix A. The main alterations to the consolidation perimeter during 2015 are referred to in Note 35. Perimeter alterations. On 31 st December 2015, subsidiaries controlled by the Group with more significant non controlling interests are as follows: 2015 Percentage of detention held by non-controlling interests Net profit attributable to non-controlling interests Non-controlling accumulated interests Major shareholders Mota-Engil Angola 49.15% 11,960 75,127 Sonangol (20%) BPA (5%) Finicapital (15%) Globalpactum (9%) Valor Sul 69.02% 1,397 40,519 Municipality of Amadora (5.16%) Municipality of Lisboa (20%) Municipality of Loures (11.51%) Municipality of Vila Franca de Xira (4.61%) Municipality of Odivelas (0.54%) Other municipalities (5.25%) Empresa Construtora Brasil 50.00% 1,457 14,025 Bonsucesso (50%) Mota-Engil Mexico 49.00% 12,043 Prodi (49%) Others 19, ,151 34, ,865 Subsidiaries included in the line Others, in the column Non-controlling accumulated interests basically refer to EGF and its subsidiaries (75,031 Thousand euros) and to the Port and Logistics segment (88,985 Thousand euros), (whose assets and liabilities on 31 st December 2015 were recorded as non-current assets held for sale). During the period ended 31 st December 2015 the major movements which occurred in non-controlling interests arose from the acquisition of EGF and its subsidiaries and from the process of acquisition of treasury shares of ME Africa NV following the end of admission of that subsidiary s shares to the stock exchange.

110 108 CONSOLIDADATED REPORT AND ACCOUNTS 2015 On 31 st December 2015 and 2014 and during the periods ended on said dates, brief financial information (contributions) on the major subsidiaries controlled by the Group with non-controlling interests was as follows: Mota Engil Angola Valor Sul (a) ECB ME Mexico (b) Financial Position Current Assets 449, ,283 18,885 66,631 55, ,524 Non-current assets 134, , ,599 28,524 40,603 67,061 Current liabilities 409, ,110 23,930 43,803 30, ,615 Non-current liabilities 55,593 46, ,848 23,303 27,663 42,250 Equity attributable to shareholders 43,532 31,108 18,187 14,025 18,632 11,077 Non-controlling interests 75,127 72,984 40,519 14,025 18,632 10, , ,092 58,706 28,049 37,263 21,720 Income Statement Income 255, ,870 28, , , ,907 Expenses 231, ,227 26, ,590 99, ,583 NET INCOME 24,332 30,643 2,025 2,913 5,346 4,325 attributable to: to shareholders 12,372 12, ,457 2,673 4,325 the non-controlling interests 11,960 17,841 1,397 1,457 2,673 (a) Company of the EGF subgroup acquired in 2015 (b) Company partially disposed at the end of December SALES AND SERVICES RENDERED The breakdown of the sales and services rendered during the years ended on 31 st December 2015 and 2014 was as follows: Sales of merchandise 7,100 8,060 Sales of products 158,225 87,095 Services rendered 2,268,314 2,273,000 2,433,640 2,368,155 Sales of products basically include sales of fractions included in property projects, sales of stone and aggregates, concrete and other materials. The increase which was observed in the 2015 period under the abovementioned heading is associated with EGF acquisition, particularly with sales of recyclable materials. In the years ended 31 st December 2015 and 2014 there was no significant discontinuation in the business activities of the Group.

111 CONSOLIDATED FINANCIAL INFORMATION 109 In said years Sales and services rendered per operating segment broke down as follows: Europe Engineering & Construction 601, ,563 Europe Environment & Services 396, ,694 Africa 834,909 1,061,673 Latin America 700, ,492 Other and eliminations (99,673) (167,266) 2,433,640 2,368,155 The increase in Sales and services rendered in the year of 2015 in the Europe Environment and Services segment was influenced by consolidation as of 1 st July 2015, of EGF companies. In the year of 2014 one client represented individually over 10% of the total amount under the heading Sales and services rendered and which was attached to the Segment of Africa. In the year of 2015 no client represented over 10% of the total amount under the heading Sales and services rendered. The heading Others and eliminations includes essentially sales and services rendered from subsidiaries of the Europe Engineering & Construction segment to the Africa segment. As at 31 st December 2015 and 2014, the backlog of the Group was as follows: Latin America 1,942,340 1,984,370 Africa 1,225,116 1,423,368 Europe 919,183 1,005,425 4,086,639 4,413,164 It should be highlighted that, according to the Group s reporting policy, the value of the backlog does not include amounts regarding concession companies (particularly EGF subsidiaries). 4. OTHER REVENUES On the year ended 31 st December 2015, the Group carried out an analysis of the nature of transactions that were being recorded in this residual heading and therefore, reclassified them to the headings Sales and services rendered or Other operating income/(costs), according to their type.

112 110 CONSOLIDADATED REPORT AND ACCOUNTS COST OF GOODS SOLD, CONSUMED RAW MATERIALS, CHANGE IN PRODUCTION & SUBCONTRACTS The cost of merchandise sold and consumed raw materials, production variation and subcontracts for the years ended on 31 st December 2015 and 2014 are broken down as follows: 2015 Merchandise Raw & subsidiary materials & consumables Total Opening stocks 42,737 68, ,993 Transfers 121 1,257 1,377 Regularizations (453) 1,750 1,297 Variation of perimeter 32, ,470 Purchases 77, , ,274 Closing stocks (Note 22) (67,145) (85,060) (152,205) 85, , ,206 Changes in production 21,040 Subcontractors 519,209 COST OF GOODS SOLD, MATERIALS CONSUMED, CHANGES IN PRODUCTION & SUBCONTRACTORS 1,029, Merchandise Raw & Subsidiary materials & consumables Total Opening stocks 38,735 75, ,408 Transfers 4,844 6,204 11,048 Regularizations 3,151 (5,407) (2,255) Variation of perimeter (362) (362) Purchases 71, , ,095 Closing stocks (Note 22) (42,737) (68,256) (110,993) 75, , ,941 Changes in production 4,198 Subcontractors 563,055 COST OF GOODS SOLD, MATERIALS CONSUMED, CHANGES IN PRODUCTION & SUBCONTRACTORS 1,053,194 In the year ended 31 st December 2015, the heading Merchandise variation of perimeter refers essentially to the acquisition of a plot of land in Mexico by a company consolidated for the first time in the year for tourism development.

113 CONSOLIDATED FINANCIAL INFORMATION THIRD PARTY SUPPLIES AND SERVICES Third party supplies and services for the years ended on 31 st December 2015 and 2014 are broken down as follows: Leases & Rents 196, ,440 Specialised works 78,998 57,263 Transport, travel and lodging 49,055 54,790 Fuel 37,076 28,573 Maintenance & repairs 47,122 28,995 Insurance 20,284 13,853 Water & electricity 13,484 8,226 Vigilance & securtity 12,087 12,727 Communications 7,699 7,750 Comissions & fees 11,360 8,561 Utensils & office equipment 10,488 5,927 Advertising & publicity 2,056 1,731 Other supplies & services 41,244 23, , ,801 The heading Leases and rents refers essentially to costs incurred from the lease of equipment, machines, vehicles and premises. This heading, as at 31 st December 2015, included the value of 73,579 thousand euros (111,593,000 thousand euros on 31 st December 2014) related to operating lease payments. In the year ended 31 st December 2015 the increase observed in the heading Leases and rents was essentially the result of the increase in business in Latin America, particularly in the business of Engineering & Construction. Leases payable on 31 st December 2015 and 2014 associated with operating lease contracts entered into by the Group broke down as follows: Maturity year 4,462 9,067 Between 2 and 5 years 2,858 5,898 More than 5 years 29 7,349 14,965 The main operating lease contracts entered into by the Group included above, essentially refer to the lease of vehicles and equipment. Increases verified during the year 2015 under headings Specialised work, Fuel and Maintenance & repairs were essentially due to the consolidation of EGF companies as of 1 st July The heading Specialised work includes, for instance, technical support services and consultancy.

114 112 CONSOLIDADATED REPORT AND ACCOUNTS WAGES AND SALARIES Wages and salaries expenses for the years ended on 31 st December 2015 and 2014 are broken down as follows: Payroll 400, ,896 Social security charges: Pensions & other benefits granted Other 105,297 87, , ,241 The liabilities related to retirement and pension plans are detailed in Note 31. In the years ended on 31 st December 2015 and 2014, the heading Other essentially included the costs paid in relation to Social Security and other similar contribution systems beyond Portugal, meals allowances and cash sickness benefits, occupational accident insurance and indemnities. Wages and salaries expenditures per operating segment are as follows: Europe Engineering & Construction 104, ,141 Europe Environment & Services 83,672 66,697 Africa 151, ,251 Latin America 143, ,234 Other and eliminations 23,052 16, , ,241 The increase observed during the year 2015 in staff costs was essentially due to the increase in the business developed in Latin America (Brazil and Mexico) and to the consolidation of EGF companies as of 1 st July 2015 (segment Europe Environment & Services). Number of employees On 31 st December 2015 and 2014 the number of employees working for the Group (taking into account the region in which said employees are effectively carrying out their activity) broke down as follows: Directors and board members Employees 13,005 8,440 Workers 16,214 14,298 29,283 22,808 Europe 8,850 6,892 Africa 11,918 11,941 Latin America 8,208 3,806 Holding and others ,283 22,808

115 CONSOLIDATED FINANCIAL INFORMATION OTHER OPERATING INCOME/(EXPENSES) Other operating income/(expenses) for the years ended on 31 st December 2015 and 2014 are broken down as follows: Donations (1,499) (2,416) Gains/(losses) on the sale of tangible fixed assets 813 2,323 Taxes (15,938) (18,611) Operating subsidies 1, Investment subsidies (Note 29) 9, Own work capitalised 25,520 14,784 Exchange differences 4,859 12,190 Other income/(costs) (27,981) (34,416) (3,130) (25,229) The heading Taxes essentially refers to stamp duty borne by the Group companies located in Angola. The heading Investment subsidies for 2015, essentially refers to the recognition of investment subsidies by EGF companies. In the years ended on 31 st December 2015 and 2014, the heading Own work capitalised essentially included amounts related to the construction of real estate projects under development by the Group in Central Europe, construction works in Angola at the central yard and major equipment repairs in Africa. 9. AMORTIZATIONS Amortizations in the years ended on 31 st December 2015 and 2014 included the following: AMORTIZATION OF INTANGIBLE ASSETS FOR THE YEAR (NOTE 17): Development costs Software & other rights 2,174 1,868 Concession operation licenses 27,284 6,556 Other intangible assets ,799 8,557 AMORTIZATION OF TANGIBLE FIXED ASSTES FOR THE YEAR (NOTE 18): Land & Buildings 14,644 21,821 Equipment Europe Engineering & Construction 19,854 21,070 Europe Environment & Services 10,779 11,187 Africa 61,165 56,309 Latin America 13,359 8,390 Other & eliminations (1,165) (592) Other tangible fixed assets 3,106 2, , , , ,361

116 114 CONSOLIDADATED REPORT AND ACCOUNTS 2015 The increase observed in the amortizations for the year in terms of intangible assets is essentially accounted for the consolidation of EGF companies as of 1 st July The increase observed in the amortizations for the year in terms of tangible assets is essentially accounted for by the acquisition of equipment to handle the business developed by the Group in Latin America and Africa in the Engineering & Construction segment. The decrease observed in the year of 2015 in terms of amortizations for the year on land and buildings, is essentially accounted for by the full amortization of some assets related to the work on Nacala in Following the decision by the Board of Directors to dispose of the Port and Logistics business and of classifying that subsegment as a non-current asset held for sale, the Group suspended as of 30 th September 2015, according to the recommendations in IFRS 5, the amortization of tangible and intangible assets which were included in said subsegment.

117 CONSOLIDATED FINANCIAL INFORMATION PROVISIONS AND IMPAIRMENT LOSSES Provisions and impairment losses for the years ended on 31 st December 2015 and 2014 are as follows: PROVISIONS (NOTE 28. PROVISIONS) Europe Engineering & Construction 11,226 2,875 Europe Environment & Services 2,544 1,368 Africa 28,314 3,881 Latin America 874 Other & eliminations 6, ADJUSTMENTS & IMPAIRMENT LOSSES: To/In inventories (Note 22. Inventories) 49,114 8,327 Europe Engineering & Construction 3,946 2,183 Africa Latin America 1,064 Goodwill (Note 16. Goodwill) 5,528 2,304 Europe Engineering & Construction 196 Europe Environment & Services 524 Tangible fixed assets (Note 18. Tangible Fixed Assets) 720 Europe Engineering & Construction Africa 1,105 8,000 Customers & other debtors (Note 23. Other Assets) 1,166 8,024 6,694 11,048 Europe Engineering & Construction 6,317 1,737 Europe Environment & Services 1,031 1,972 Africa 19,251 25,706 Latin America 4, Other & eliminations 5 REVERSAL OF PROVISIONS AND IMPAIRMENT LOSSES (NOTES 22, 23 AND 28) 31,274 29,830 Europe Engineering & Construction (14,314) (20,945) Europe Environment & Services (7,070) (638) Africa (17,132) (13,082) Latin America (1,339) Outros e eliminações (2) (7,310) (39,856) (41,975) TOTAL OF PROVISIONS AND IMPAIRMENT LOSSES 47,226 7,230 The net increase observed in the year of 2015 under the headings Provisions and Adjustments & impairment losses was essentially due to the need to adopt given contingencies, particularly associated with accounts receivable, mainly the result of economic/financial instability experienced in the Africa segment (about 32 million euros). In the year of 2014, provisions for Mota-Engil Angola s work warranties were recognised under the heading Third party suppliers and services subcontracts. On the other hand, the increase in 2015 under the heading Provisions for the Europe Engineering & Construction segment, was essentially due to the increase in provisions for work warranties and the establishment of provisions for onerous construction contracts.

118 116 CONSOLIDADATED REPORT AND ACCOUNTS 2015 Lastly, the increase in 2015 under the heading Provisions for the Other & eliminations segment is due to the provision of legal contingencies identified at Mota-Engil SGPS S.A. In the years ended on 31 st December 2015 and 2014, the heading Adjustments & impairment losses In tangible fixed asset, amounting in said years to 1,105 thousand euros and to 8,000 thousand euros, respectively, referred to the impairment calculated for an industrial unit in Angola following the annual impairment analysis conducted by the Group. The increase recorded in the heading Adjustments & impairment losses In customers & other debtors in 2014 for the Africa segment amounting to 25,706 thousand euros, included 7,152 thousand euros relative to the increase in impairment losses at Vista Waste. This effect was more than compensated by an opposite effect in the same segment and company, under the heading Reversal of provisions and impairment losses, amounting to 10,146 thousand euros. On the other hand, the increase recorded in the heading Adjustments & impairment losses In customers & other debtors in 2014, with the outstanding amount of 18,554 thousand euros, results from the rise in the recoverability risk of balances receivable in some markets of the Africa segment. 11. FINANCIAL RESULTS The financial results for the years ended on 31 st December 2015 and 2014 are broken down as follows: FINANCIAL INCOME & GAINS Loans and accounts receivable: Interest income 29,476 20,439 Payments discounts received Exchange gains 20,214 Gains on sales of financial investments Income from real estate properties (Note 21) 1, Dividends 919 1,762 Fair value of derivative financial instruments 5,794 4,222 Fair value of investment properties (Note 21) 9,859 Other financial income & gains 2,261 3,123 70,294 30,894 FINANCIAL COSTS AND LOSSES Loans and accounts payable: Interest expenses 134, ,766 Payments discount granted Exchange losses 12,090 Other financial costs & losses 25,447 42, , ,116 (90,467) (131,222)

119 CONSOLIDATED FINANCIAL INFORMATION 117 The headings Interest income and Interest expenses for the year ended on 31 st December 2015 include about 11,000 thousand euros related to re-invoicing of interest incurred by the Group to a customer in the Africa segment which rescheduled the deadline for the settlement of its commercial debt during the year. In the year ended on 31 st December 2015 favourable currency conversion differences mainly originated in Angola and Malawi, resulting essentially from the devaluation of liabilities in kwanza and in kwacha, respectively. As at 31 st December 2015 and 2014, the heading Income from real estate properties included essentially rents from real estate property in Portugal. For the years ended on 31 st December 2015 and 2014, the heading Dividends included essentially dividends received from BAI Banco Angolano de Investimentos (785 thousand euros in 2015 and 792 thousand euros in 2014) and from Auto-Sueco Angola (887 thousand euros in 2014). For the years ended on 31 st December 2015 and 2014, the heading Fair value of derivative financial instruments included the positive effect of the valuation of forward exchange rates contracted by Mota-Engil, SGPS and which compensated for the negative effect of the appreciation of the USD on the exchange rate update for some loans obtained in said currency. For the year ended on 31 st December 2015, the balance in the heading Fair value of investment properties is essentially accounted for by the update at the fair value of an investment property in the Europe Engineering & Construction segment (4,917 thousand euros) and of an investment property in the Latin America segment (4,770 thousand euros). For the years ended on 31 st December 2015 and 2014, the heading Other financial costs & losses essentially included costs related to the organisation of loans and various commissions and costs debited by financial institutions. For the years ended on 31 st December 2015 and 2014, the heading Interest expenses broke down as follows: Non-convertible bond loans 31,545 28,402 Loans obtained Amounts owe to credit institutions: 42,713 23,459 Bank loans 4,708 6,502 Overdraft facilities 20,259 22,501 Revolving facilities Other loans obtained: 9,999 8,632 Commercial paper issues 5, Other 114,834 90,397 Other interest expense (factoring, leasing and others) 19,505 16, , ,766

120 118 CONSOLIDADATED REPORT AND ACCOUNTS 2015 For the years ended on 31 st December 2015 and 2014, capitalised financial costs broke down as follows: Fixed Assets 464 Inventories 842 2, ,607 For the years ended on 31 st December 2015 and 2014, for the effect of capitalisation of financial costs at the acquisition cost of the assets under construction referred to above, an average rate of 5.19% and 5.36% was used, respectively. For the years ended on 31 st December 2015 and 2014, the Group s sensitivity to alterations in the reference interest rate is broken down as follows: Variation in interest expenses due to a 1 b.p. change in the interest rate applied to the entire debt (excluding leasing and factoring) 17,381 11,585 Fixed-rate hedging (5,910) (3,589) Interest-rate derivates instruments hedging (250) (550) SENSIVITY OF FINANCIAL RESULT TO INTEREST RATE VARIATIONS 11,222 7,446 For the years ended on 31 st December 2015 and 2014, the assets and liabilities, recorded in accordance with the functional currency of the country in which each Group company operates, are as follows: Currency of register Assets Liabilities Assets Liabilities euro (EUR) 3,080,185 2,988,270 1,867,974 1,981,776 Czech crown (CZK) 9,386 14,466 11,471 12,903 Algerian dinar (DZD) 1, , S. Tomé and Príncipe dobra (STD) 6,430 3,053 2, US dollar (USD) 997, ,358 1,150, ,672 Cape Verdeescudo (CVE) 12,559 8,601 13,745 11,167 Hungarian forint (HUF) 10,002 3,114 27,360 5,215 Angola kwanza (AOK) 55,518 35,980 52,943 31,920 Mozambique metical (MZM) 2,073 2, , ,226 Romanian new leu (RON) Mexican peso (MXN) 370, , , ,486 South Africa rand (ZAR) 14,245 16,976 9,541 7,583 Brazilian real (BRL) 109,322 85, ,353 82,199 Polish zloty (PLN) 215, , , ,597 Colombian peso (COP) 16,776 15,581 15,830 14,473 Peruvian novo sol (PEN) 210, ,348 45,348 69,055 Malawian kwacha (MWK) 2,960 5,145 10,746 1,212 British pound (GBP) Other ,115,827 4,422,760 3,961,761 3,383,773

121 CONSOLIDATED FINANCIAL INFORMATION 119 For the years ended on 31 st December 2015 and 2014, the Group s sensitivity to exchange rate alterations in major currencies it deals with is broken down as follows: 2015 Net Result Equity Estimated impact of the appreciation in 1% of US dollar (USD) to Euro (EUR) 159 2,880 of Polish zloty (PLN) to Euro (EUR) (23) 743 of Mexican peso (MXN) to Euro (EUR) of Brazilian real (BRL) to Euro (EUR) (0) 109 of Peruvian novo sol (PEN) to Euro (EUR) Net Result Equity Estimated impact of the appreciation in 1% of US Dollar (USD) to Euro (EUR) 927 1,907 of Polish Zloty (PLN) to Euro (EUR) (139) 809 As of 31 st December 2015, more precisely on 4 th January 2016, the Banco Nacional de Angola increased the benchmark exchange rate between the US dollar (USD) and the Angolan Kwanza (AOK). Therefore and following that decision, the exchange rate between the euro and the Angolan kwanza (AOK) on 11 th January 2016 rose to 1euro = AOK versus 1euro = AOK on 31 st December Nevertheless, although the scope of the aforesaid devaluation was still significant, given that most Angolan subsidiaries held by the Group considers the USD as functional currency and taking into account the hedging strategy adopted by those subsidiaries in 2016, there was no material impact on consolidated financial statements as a result of that exchange rate devaluation. 12. GAINS/(LOSSES) IN ASSOCIATES AND JOINTLY CONTROLLED COMPANIES Gains in associates and jointly controlled companies for the years ended on 31 st December 2015 and 2014 are broken down as follows: Gains in associates and jointly controlled companies Ascendi Group 63,296 18,500 Indaqua Group 1,382 SLPP Group SUMA Group Subsidiaries HL Sociedade Gestora do Edifício TPE Paita 1,064 4,571 Other 2,652 1,311 70,013 26,021

122 120 CONSOLIDADATED REPORT AND ACCOUNTS 2015 For the year ended on 31 st December 2015, the amount recorded in the Ascendi Group was influenced by the change of control which took place in that subholding, concerning five highway concession companies (following the partnership established with the Ardian Group), which led to the recognition of a gain of about 72 million euros, of which about 48 million euros had an impact on the net profit or loss of the Group. The remaining amount affected the Consolidated Income and other comprehensive income through the transfer to the profit or loss account for the year of the amount recognised therein, particularly arising from fair value variations of derivatives. Losses in associates and jointly controlled companies for the years ended on 31 st December 2015 and 2014 are broken down as follows: Losses in associates and jointly controlled companies Indaqua Group 215 Martifer Group 42,165 Other 2,890 2,334 2,890 44,714 GAINS/(LOSSES) IN ASSOCIATES AND JOINTLY CONTROLLED COMPANIES 67,123 (18,693) Following the decision by the Board of Directors for the disposal of financial investments held in Indaqua and in Ascendi Group, and after classifying them as non-current assets held for sale, the Group halted the use of the equity method in the valuation of said financial investments, as of 30 th September 2015, in line with guidelines in IFRS GAINS/LOSSES ON DISPOSAL OF ASSOCIATES AND JOINTLY CONTROLLED COMPANIES Gains/losses on disposal of associates and jointly controlled companies for the years ended on 31 st December 2015 and 2014 broke down as follows: Losses on the disposal of associates and jointly controlled companies Kapazi (participated by Obol Group) 25,219 Bergamon 13,056 Jeremiasova 6,189 Other ,729 During the year of 2015 and following a restructuring and disinvestment in the real estate market in Central Europe, the Group concluded a series of disposals in that region which had a negative impact on this heading amounting to about 45 million euros. In the light of the relevance of amounts in question and given their non-recurrent nature, the Group s Board of Directors decided to record the profit or loss for those operations in an autonomous line of the income statement.

123 CONSOLIDATED FINANCIAL INFORMATION INCOME TAX Income tax for the years ended on 31 st December 2015 and 2014 is broken down as follows: Current tax 38,963 38,451 Deferred tax 7,196 1,192 46,160 39,643 The detail and movement of deferred tax assets and liabilities, as at 31 st December 2015 and 2014, in accordance with the temporary differences that gave rise to them, are as follows: Deferred tax assets Variation of perimeter Effect in results Effect in reserves 2015 Provisions and impairment losses not accepted for tax purposes 19,896 (31) 1,247 (988) 20,124 Accrued costs not accepted for tax purposes 8,131 (96) 15,282 23,317 Tax losses 8,902 (1,032) 6,793 (516) 14,147 Reduction of depreciation not accepted for tax purposes 2, ,301 Accrued expenses associated with investment to be performed not accepted for tax purposes EGF 63, ,055 Fair value of derivatives 75 (30) 45 Other 16,123 (3,292) 351 (499) 12,683 56,052 59,123 24,531 (2,034) 137,672 Deferred tax assets Variation of perimeter Effect in results Effect in reserves 2014 Provisions and impairment losses not accepted for tax purposes 25,455 (18) (5,541) 19,896 Accrued costs not accepted for tax purposes 3,768 4,430 (66) 8,131 Tax losses 13,171 1,985 (5,505) (750) 8,902 Reduction of depreciation not accepted for tax purposes 2,932 (7) 2,925 Fair value of derivatives 175 (100) 75 Other 6,657 (612) 8,160 1,918 16,123 52,158 1,374 7,060 (4,539) 56,052

124 122 CONSOLIDADATED REPORT AND ACCOUNTS 2015 Deferred tax liabilities Variation of perimeter Effect in results Effect in reserves 2015 Revaluation of fixed assets 8,935 2,729 3,353 15,016 Depreciations associated with future investments to be performed not accepted for tax purposes 35,043 (2,521) 32,521 Deferred tax capital gains 646 (5) 641 Depreciation not accepted for tax purposes 2,398 (276) 2,122 Fair value alocation in business combinations 6,865 (6,865) Untaxed accrued income 13,949 15,633 (2,978) 26,604 Exchange differences temporary not accepted ,539 (448) 12,539 Other 7,214 3,629 (1,048) 9,795 40,456 28,177 31,727 (1,122) 99,238 Deferred tax liabilities Variation of perimeter Effect in results Effect in reserves 2014 Revaluation of fixed assets 9,163 (860) 632 8,935 Deferred tax capital gains 653 (7) 646 Depreciation not accepted for tax purposes 6,057 (3,659) 2,398 Fair value alocation in business combinations 8,051 (423) (763) 6,865 Untaxed accrued income 2,975 10,975 13,949 Other 4,580 2, ,662 31,478 8, ,456 Deferred tax assets and liabilities as at 31 st December 2015 include under the heading Perimeter alteration the effect of EGF companies purchased in the year and companies in the Port and Logistics segment that were classified as non-current assets held for sale. The headings Accrued costs not accepted for tax purposes and Untaxed accrued income are essentially related to Mota-Engil Mexico and are associated with tax treatment of construction contracts in that country. The heading Exchange differences temporary not accepted is essentially related to the branch of MEEC Africa in Mozambique.

125 CONSOLIDATED FINANCIAL INFORMATION 123 As at 31 st December 2015 and 2014, according to the tax returns of the companies which recorded deferred tax assets for tax losses, using for this effect the exchange rates on those dates, the said deferred tax assets were carried forward as shown below: 2015 Tax losses Deferred tax losses Year of recording: Up to & including ,648 3, , , ,204 1, ,226 7,523 56,845 14, Tax losses Deferred tax losses Time limit: , , ,610 1,047 after ,179 11,648 56,845 14, Tax losses Deferred tax losses Year of recording: Up to & including ,949 3, , ,821 2, , ,714 1,769 32,174 8, Tax losses Deferred tax losses Time limit: , , ,724 2,110 after ,103 5,350 32,174 8,902 As at 31 st December 2015, an assessment was made of the deferred tax assets recognised as arising from tax losses. As a result, they were only recorded when it was considered likely that there would be taxable profits in the future and that they could be used to recover deductible tax losses or compensate for taxable differences. That assessment was based on the business plans of the various companies of the Group, which are periodically reviewed and updated, and on the available and identified tax planning opportunities.

126 124 CONSOLIDADATED REPORT AND ACCOUNTS 2015 As at 31 st December 2015 and 2014, the tax losses carried forward reached 112,728 thousand euros and 56,506 thousand euros respectively, whose deferred tax assets were not recorded for reasons of prudence and uncertainty of their recovery Tax losses Deferred tax losses Year of origination: Up to & including ,110 2, ,065 5, ,917 5, ,191 2, ,445 5, ,728 20, Tax losses Deferred tax losses Time limit: , ,812 5, ,450 5, ,704 2,082 After ,637 6, ,728 20, Tax losses Deferred tax losses Year of origination: Up to & including ,639 2, ,543 1, ,268 2, ,235 1, ,821 2,627 56,506 9, Tax losses Deferred tax losses Time limit: ,322 2, , ,493 2, , After ,125 3,463 56,506 9,907 Mota-Engil SGPS S.A. is covered, since January 2010, by the Special Tax Regime for Groups of Companies (RETGS), therefore current tax is calculated based on the taxable profit or loss of the companies included in the consolidation and on the special regime referred to above, pursuant to its rules. The RETGS covers all the subsidiaries whose share capital is at least 75% held, directly or indirectly, and which are resident in Portugal and subject to Corporate Income Tax.

127 CONSOLIDATED FINANCIAL INFORMATION 125 For companies not covered by that special tax regime, current tax is calculated based on the respective taxable profit or loss, pursuant to the tax rules in force at the location of head office of each mixed-economy company. As of 1 st January 2007, the municipalities began to be entitled to deliberate an annual municipal surcharge up to the maximum limit of 1.5% of taxable profit subject to and not exempt from Corporate Income Tax. Therefore, for the year ended on 31 st December 2015, Mota-Engil SGPS S.A. and its mixed-economy companies based in Portugal were subject to a Corporate Income Tax at a 21% rate, plus a municipal surcharge at a maximum rate of 1.5% of taxable profit, thus reaching a maximum tax aggregate rate of about 22.5%. In addition, for the year ended on 31 st December 2015, the taxable profit of mixed-economy companies that exceeded 1,500 thousand euros was subject to a state tax, under article 87ºA of the Code of Corporate Income Tax, at the following rates: 3% for taxable profit between 1,500 thousand euros and 7,500 thousand euros; 5% for taxable profit between 7,500 thousand euros and 35,000 thousand euros; and 7% for taxable profit over 35,000 thousand euros. On the other hand, for the year of 2015 deduction of net financing costs for the determination of taxable profit became conditional upon the higher of the following thresholds: 1,000 thousand euros; 50% of earnings before depreciation, net financing costs and taxes. Moreover, for the year of 2016, deduction of said costs is conditional on an annual basis and gradually up to 2017, upon the higher of the following thresholds: 1,000 thousand euros; 40% (30% in 2017) of earnings before depreciation, net financing costs and taxes. Under article 88º of the Code of Corporate Income Tax, companies based in Portugal are additionally subject to autonomous taxation on a series of costs at the rates provided for in the aforesaid article. The increase and the high effective tax rate calculated for the year of 2015 are mainly due to the greater weight of taxable income in markets with higher nominal income tax rates and to the amount of financial costs that are not accepted as a tax cost.

128 126 CONSOLIDADATED REPORT AND ACCOUNTS Rate Tax basis Tax Nominal rate & tax on income 22.5% 100,006 22,501 Results of associates using the equity method -15.1% (67,123) (15,103) Exempt companies -5.5% (24,332) (5,475) Companies included in RETGS (*) 24.2% 107,644 24,220 Tax losses of the year for which no deferred tax assets were recognised 6.3% 28,222 6,350 Differentiated tax rates 4.4% 19,379 4,360 Autonomous taxation 1.9% 1,863 Corrections related to previous years 4.0% 4,000 Other adjustments 3.4% 15,299 3,442 EFFECTIVE RATE & TAX ON INCOME 46.2% 46, Rate Tax basis Tax Nominal rate & tax on income 31.50% 122,732 38,661 Results of associates using the equity method 4.8% 18,693 5,888 Difference between tax and accounting gains and losses -0.8% (3,268) (1,030) Tax losses of the year for which no deferred tax assets were recognised 9.4% 36,805 11,594 Reversal of tax losses carried forward 8.6% 33,679 10,609 Differentiated tax rates -19.4% (62,692) (23,759) Gains on derivated instruments Autonomous taxation 1.7% 6,661 2,098 Other adjustments -3.6% (14,023) (4,417) EFFECTIVE RATE & TAX ON INCOME 32.3% 39,643 (*) The line Companies included in RETGS includes 40,103,000 Euros of non-deductible financial costs and 46,175 thousand euros of accounting losses which are not considered relevant for tax purposes. Amounts recorded under headings Exempt companies and Differentiated tax rates refer, essentially to the fact that the following companies/entities benefit or benefited from tax exemption: Mota-Engil Angola (exemption for 8 years, beginning in 2011 and ending in 2018), MEEC Africa Angola branch (exemption for 8 years, beginning in 2007 and ending in 2014) and VISTA WASTE (exemption for 4 years, beginning in 2011 and ending in 2014) and for the fact that companies based outside Portugal had distinct tax rates of 22.5%. Furthermore, as a result of changes in the legislation, beginning in 2014, Mota & Companhia Maurícias is no longer taxed in Portugal. Likewise, branches in Malawi, Mozambique, Zambia and Cape Verde of MEEC Africa were no longer taxed in Portugal and began to be subject to an autonomous taxation in those countries.

129 CONSOLIDATED FINANCIAL INFORMATION 127 On the other hand, on 31 st December 2015 nominal tax rates on profit in force in the main countries where the Group operates are as follows: Country Rate Angola 30% Mexico 30% Mozambique 32% Peru 28% Poland 19% Pursuant to the national legislation in force, tax returns are subject to review and correction by the tax authorities during a period of four years (five years for Social Security), unless tax losses have occurred, tax benefits have been granted or inspections, claims or objections are underway, in which case, depending on the circumstances, these periods are extended or suspended. Therefore, the tax returns for 2012 to 2015 may still be subject to review and amendment. Nevertheless, the Group s Board of Directors is of the opinion that any corrections, arising from different interpretations of the legislation in force, by the tax authorities, will not have a significant effect on the consolidated financial statements attached herewith. According to the expectation of lawyers and tax consultants for the Group, there are no material assets or liabilities associated to probable tax contingencies which should be disclosed or recorded in additional provisions, respectively, in the consolidated financial statements as at 31 st December EARNINGS PER SHARE Mota-Engil, SGPS S.A. has only issued ordinary shares, hence there are no special rights to dividends or voting. There is no situation in the Group which might lead to a reduction of earnings per share as a result of options, warrants, convertible bonds or other rights associated to ordinary shares. Therefore, there is no dissimilarity between the calculation of basic earnings per share and the calculation of diluted earnings per share. During the year of 2015, in accordance with the decision of the General Meeting of Shareholders held on 30 th November 2015, 32,869,446 new ordinary, book-entry and bearer shares were issued, with the nominal value of 1 euro each, with an issue price of euros per share (corresponding to the sum of the nominal value (1 euro) with a premium of euros per share). Therefore, as of 31 st December 2015, the share capital of Mota-Engil, SGPS S.A. was represented by 237,505,141 ordinary, book-entry and bearer shares with the nominal value of 1 euro each. Moreover, during the year ended on 31 st December 2015, as approved at the General Meeting of Shareholders held on 28 th May 2015, the Group acquired several tranches of own shares (1,559,742 shares) at an average cost of 1.98 euros per share.

130 128 CONSOLIDADATED REPORT AND ACCOUNTS 2015 For the years ended on 31 st December 2015 and 2014, the calculation of the earnings per share may be demonstrated as follows: Consolidated net profit/(loss) attributable to the Group (I) 19,046 50,550 Total number of ordinary shares (II) 237,505, ,635,695 Number of own shares at the year-end (III) 1,559,742 0 Weighted average number of ordinary shares (IV) 204,725, ,635,695 Weighted average number of own shares (V) 408,884 0 NUMBER OF SHARES OUTSTANDING (IV-V) 204,316, ,635,695 Earnings per share: basic (I)/(IV-V) diluted (I)/(IV-V) GOODWILL The information on goodwill, for the years ended on 31 st December 2015 and 2014, is broken down as follows: Gross Goodwill Impairments of the year (Note 10) Changes in the consolidation perimeter Accumulated impairments Net goodwill Net goodwill Europe Engeneering & Construction Mota-Engil Central Europe Poland 8,803 (929) 7,874 8,571 Mota-Engil Central Europe Czech Rep. 1,147 1,147 1,139 Other 1,829 (41) 1,787 1,787 11,778 (970) 10,808 11,497 Europe Environment & Services Suma Group 13,784 (4,229) 9,555 9,555 Tertir Group 100,856 (100,856) 100,856 EGF Group 39,621 39,621 Other 1, (75) 1,308 1, ,469 (100,681) (4,304) 50, ,544 Africa Cecot 1,440 1,440 1,440 Mota-Engil S.Tomé Vista Water 1,841 1,841 1,841 ME Construction South Africa 10,663 10,663 3,341 14,087 14,087 6,765 Latin America Empresa Construtora Brasil 4,640 4,640 6,211 Consita ,132 5,132 6, ,467 (100,681) (5,274) 80, ,677

131 CONSOLIDATED FINANCIAL INFORMATION 129 Gross Goodwill Impairments of the year (Note 10) Changes in the consolidation perimeter Accumulated impairments Net goodwill Net goodwill Europe Engeneering & Construction Eltor 2,792 (2,792) 2,792 Mota-Engil Central Europe Poland 6,708 2,792 (929) 8,571 6,025 Mota-Engil Central Europe Czech Rep. 1,139 1,139 1,142 Other 2,025 (196) (41) 1,787 1,989 12,663 (196) (970) 11,497 11,948 Europe Environment & Services Suma Group 14,307 (524) (4,229) 9,555 10,109 Tertir Group 100, , ,856 Other 1,239 (30) (75) 1,134 1, ,402 (524) (30) (4,304) 111, ,098 Africa Cecot 1,440 1,440 1,440 Mota-Engil S.Tomé Vista Water 1,841 1,841 1,841 ME Construction South Africa 3,341 3,341 6,765 6,765 3,424 Latin America Empresa Construtora Brasil 6,211 6,211 6,141 Consita ,701 (720) (30) (5,274) 136, ,611

132 130 CONSOLIDADATED REPORT AND ACCOUNTS 2015 The movements which occurred in goodwill during the years ended on 31 st December 2015 and 2014 can be explained as follows: % of acquisition GOODWILL AT THE BEGINNING OF THE YEAR 136, ,611 Increase of goodwill Acquisition of EGF Group 95% 39,621 Acquisition of ME Construction South Africa 100% 6,748 3,341 Acquisition of Consita 70% ,369 4,000 Impairment losses (Note 10) Suma Group (524) Ekosrodowisko (Pol) (196) (720) Transfers (from goodwill to non-current assets held for sale) Tertir Group (100,856) Others 174 (100,681) Changes in goodwill due to variations in the perimeter Sol-S Internacional (30) (30) Changes in goodwill due to currency revaluation Mota-Engil Central Europe Poland (697) (245) Mota-Engil Central Europe Czech Rep. 8 (4) Empresa Construtora Brasil (1,571) 70 ME Construction South Africa 575 Other (168) (6) (1,853) (184) GOODWILL AT THE END OF THE YEAR 80, ,677 Following the decision of the Board of Directors to dispose of the Port and Logistics business and of classifying that subsegment as a non-current asset held for sale, all assets and liabilities allocated to that subsegment, including goodwill, were reclassified under the heading Non current assets held for sale (Note 38). The acquisitions referred to above during 2015 and 2014 were recorded through the purchase method and their acquisition was paid for in cash. As a result of these acquisitions, the Group did not dispose of any of the operations developed by the acquired companies. Differences between the acquisition price of the financial investments in subsidiaries, increased by the value of non-controlling interests, and the amount attributed to the fair value of the identifiable assets and liabilities of these companies as at the date of their acquisition, when positive, were recorded under the heading Goodwill and, when negatives, after a revaluation of their measurement, were recorded directly in the income statement. During 2015, the Group acquired a set of companies headed by EGF, and the provisional difference between the acquisition cost and the value of net assets purchased rose to 39,621 thousand euros.

133 CONSOLIDATED FINANCIAL INFORMATION 131 On 31 st December 2015, the Group was still allocating the cost of acquisition of that mixed-economy company to purchased net assets and liabilities, a process which will be completed during 2016 when the Regulated Asset Base of EGF companies is set. The Mota-Engil Group carries out annual impairment tests to goodwill, as mentioned in Note 1.3. of the Main valuation criteria. As at 31 st December 2015 and 2014, the methods and assumptions used in the appraisal of the existence, or not, of impairment for the main values of goodwill recorded in the financial statements attached herewith were as follows: 2015 Assumptions ECB* Mota-Engil Central Europe Poland Suma Group ME Construction South Africa Method used Value in use Value in use Value in use Value in use Basis used Forecasts Forecasts Forecasts Forecasts Period used 6 years 5 years 6 years 5 years Growth rate of cash-flows Year n+1 8% 7% 7% N.A. Year n+3 6% 15% 5% 103% Growth rate of cash-flows in perpetuity 7% 2% 2% 6% Discount rate used 13.0% 6.8% 7.0% 8.4% * Valuation expressed in Brazilian Real 2014 Assumptions ECB Mota-Engil Central Europe Poland Suma Group Tertir Group Method used Value in use Value in use Value in use Value in use Basis used Forecasts Forecasts Forecasts Business Plans Period used 6 years 5 years 5 years Useful life Growth rate of cash-flows Year n+1 69% 42% 3% N.A. Year n+3 14% 20% 3% N.A. Growth rate of cash-flows in perpetuity 4% 5% 2% N.A. Discount rate used 9.9% 6.8% 5.7% 4.9% 6.5% On 31 st December 2015, sensitivity to the outcomes of impairment tests to goodwill to changes in the discount rate and growth rate in perpetuity were as follows, without significant changes to the outcomes of the test and without showing impairment: Discount rate of cash flows Sensitivity to rates Growth rate in perpetuity 0.5% -0.5% 0.5% -0.5% ECB (7) 8 6 (5) Suma (13) (10) Mota-Engil Central Europe Poland (13) (10) ME Construction South Africa (7) 9 8 (6) (40) (31) In million euros

134 132 CONSOLIDADATED REPORT AND ACCOUNTS 2015 The value in use corresponds to the estimated present value of future cash flows, calculated based on budgets and business plans duly approved by the Group s Board of Directors, which, with the exception of those relative to concession projects, cover, on average, a period of five years. Projections of cash flows beyond five years are extrapolated by using a fixed growth rate in perpetuity, which is in line with the expected inflation rate for the countries where the subsidiaries of the Group operate. The main assumptions used in the calculation of the value in use included: (i) the subsidiary s market share; (ii) growth prospects for the market in which the subsidiary operates; (iii) regulatory alterations which may influence the subsidiary s business in the future; (iv) the necessary level of investment, etc. These assumptions were quantified based on historical data, as well as on the experience of the Group s Board of Directors. However, these assumptions might be affected by phenomena of political, economic or legal nature which are unpredictable at this moment in time. Acquisitions of interests in entities which are already controlled and sales of interests in entities, which do not lead to a loss of control, are treated as transactions between shareholders affecting only the equity headings, with there being no impact on the heading Goodwill or on net income. At the end of 2014, the decision was announced which declared Suma the winner of the public tender for the privatisation of 95% of the share capital of Empresa Geral do Fomento (EGF), the subholding of Águas de Portugal Group, which represents the entity which manages concession operators of multi-municipal systems for the treatment and energy recovery of municipal solid waste in Portugal. After obtaining a no-objection statement from the Competition Authority, the process was completed by the end of the first half of 2015, and EGF and their subsidiaries were consolidated as of 1 st July Net assets of EGF companies on their acquisition date, as well as adjustments to the fair value carried out provisionally to said assets were as follows: Net assets of EGF in 30 June ,015 Ajustments to fair value (3,190) Fair value of the net assets of EGF in 30 June ,826 Acquired percentage (95%) 114,784 Consideration transferred 154,406 GOODWILL DETERMINED PROVISIONALLY 39,621 Adjustments to the fair value identified at the date refer, essentially to devaluation of some accounts payable and the establishment of some provisions for ongoing legal proceedings. Non-controlling interests of EGF were measured according to their share in identifiable net assets. Consideration transferred in exchange for the acquisition of EGF was fully settled in cash. In the course of acquisition of EGF no future contingent payments were set.

135 CONSOLIDATED FINANCIAL INFORMATION 133 EGF assets and liabilities on 31 st December 2015 broke down as follows: EGF Group ASSETS Non-current Goodwill 39,621 Intangible assets 614,483 Tangible fixed assets 17 Available for sale financial assets 65 Trade and other receivables 5,305 Deferred tax assets 64, ,960 Current Inventories 1,160 Trade receivables 45,298 Other receivables 10,609 Other current assets 5,435 Cash & cash equivalents 102, ,449 TOTAL ASSETS 889,409 LIABILITIES Non-current Loans 203,128 Sundry creditors 68,748 Provisions 2,369 Other non- current liabilities 401,650 Deferred tax liabilities 32, ,088 Current Loans 40,534 Trade payables 15,223 Sundry creditors 33,633 Other current liabilities 21, ,772 TOTAL LIABILITIES 818,860

136 134 CONSOLIDADATED REPORT AND ACCOUNTS 2015 EGF contribution to the consolidated income statement on 31 st December 2015, including costs related to the acquisition of that share for the year of 2015 (which rose approximately to 2 million euros), was as follows: EGF Group Sales & services rendered 89,271 Cost of goods sold, mat. cons., changes in production & subcontractors (4,053) GROSS PROFIT 85,218 Third party supplies & services (35,426) Wages and salaries (21,220) Other operating income/(expenses) 6,765 EBITDA 35,337 Depreciation & amortization (23,628) Provisons and impairment losses (1,039) EBIT 10,671 Financial result (7,719) INCOME BEFORE TAXES 2,952 Income Tax (2,696) CONSOLIDATED NET PROFIT OF THE YEAR 256 Attributable: to non controlling interests 1,891 to the Group (1,635) If EGF had been consolidated as of 1 st January 2015, the Group s turnover and the EBITDA would increase by about 79 million Euros and 34 million euros respectively and the net profit attributable to the Group would increase by some 5 million euros (partly influenced by the fact that debt contracted for the acquisition of EGF only took place in the second half of the year). Given that the acquisition of EGF took place during 2015, the respective acquisition cost can still be corrected taking into account the evolution of some economic-financial indicators and considering that there were no material variations in the economic-financial performance of the companies which formed that SUBGroup, no impairment test to goodwill calculated provisionally was carried out on 31 st December Between 31 st December 2015 and the date of approval of these financial statements Mota Engil Group did not acquire any financial holding of material significance.

137 CONSOLIDATED FINANCIAL INFORMATION INTANGIBLE ASSETS The information on the net values of intangible assets by segment, related to 31 st December 2015 and 2014, is broken down as follows: Europe Engineering & Construction Europe Environment & Services Africa Latin America Other, eliminations & intragroup Mota-Engil Group 2015 Development costs 4 2,355 2,359 Software & other rights 140 1,160 1,792 2, ,170 Concession operation licenses 4, ,256 1, ,269 Fixed assets in progress 12, (0) 12,217 Other intangible assets (0) 382 5, ,905 3,292 2, , Development costs Software & other rights 20, ,694 2,515 (19,292) 6,009 Concession operation licenses 5,072 91, ,428 Fixed assets in progress 20, ,889 23,583 Other intangible assets , ,995 3,129 2,521 (16,403) 127,668 The information on the gross values of intangible assets for the years ended on 31 st December 2015 and 2014 is broken down as follows: Development costs Software & other rights Concession operation licenses Fixed assets in progress Other intangible assets 2015 Opening balance 3,631 21, ,659 23,583 1, ,976 Increases ,121 7, ,860 Disposals (262) (262) Write-offs (174) (573) (746) Exchange differences 1 (76) 114 (209) (1) (171) Variation of perimeter 5,664 2,306 1,150,208 68, ,226,229 Transfers & other movements (1,943) (274) (69,023) (86,875) 147 (157,968) 7,201 24,032 1,245,080 12,217 1,388 1,289, Opening balance 3,622 19, ,467 19,803 1, ,485 Increases 76 2,215 1,090 4, ,845 Disposals (13) (99) (41) (15) (167) Write-offs (68) (1,079) (354) (1,501) Exchange differences (130) Variation of perimeter 42 (69) (27) Transfers & other movements (4,601) (671) 115 (4,051) 3,631 21, ,659 23,583 1, ,976 Total

138 136 CONSOLIDADATED REPORT AND ACCOUNTS 2015 As at 31 st December 2015, the heading Concession operating licenses essentially refers to operating rights related to EGF companies. As at 31 st December 2014, the heading Concession operating licenses essentially refers to operating rights related to port companies. As at 31 st December 2014, the heading Software and other rights in Europe Engineering & Construction essentially referred to the value of the trademark Mota-Engil Central Europe. For the purpose of reporting by segments, said trademark was recorded in this segment although, at a Group level, this is cancelled out which is the reason that the large sum included in the column Others, eliminations and intragroup is justified. During 2015, the cancellation of said brand was recorded and thus this difference between segments ended. As at 31 st December 2015, the heading Variation of perimeter essentially accounted for the effect of the acquisition and consolidation for the first time of EGF companies. As at 31 st December 2015, the heading Transfers and other movements is essentially accounted for the transfer to the heading Non-current assets held for sale of intangible assets related to the Port and Logistics business after their disposal process (Note 38). As at 31 st December 2014, the value recorded under the heading Transfers and other movements refers, essentially, to the transfer to tangible asset in progress of the value of an energy supply licence in Peru. The information on the accumulated amortization and impairment losses of intangible assets, for the years ended on 31 st December 2015 and 2014, is broken down as follows: Development costs Software & other rights Concession operation licenses Fixed assets in progress Other intangible assets 2015 Opening balance (3,250) (15,909) (62,231) (917) (82,308) Increases (Note 9) (301) (2,174) (27,284) (40) (29,799) Disposals Write-offs Exchange differences (3) 43 (1) (4) 34 Variation of perimeter (3,403) (1,447) (578,169) (583,019) Transfers & other movements 2,113 1,326 28,875 (45) 32,269 (4,841) (17,861) (638,811) (1,006) (662,520) 2014 Opening balance (3,196) (14,390) (55,861) (873) (74,321) Increases (Note 9) (108) (1,868) (6,556) (25) (8,557) Disposals Write-offs Exchange differences (15) (61) (3) (5) (84) Variation of perimeter (21) (21) Transfers & other movements 10 (206) (31) (14) (240) (3,250) (15,909) (62,231) (917) (82,308) Net value ,359 6, ,269 12, , ,009 97,428 23, ,668 Total

139 CONSOLIDATED FINANCIAL INFORMATION 137 The information on the net values of intangible assets included in the heading Concessions operation licences per group of concession is as follows: EGF Group 600,256 Tertir Group 91,400 Other 6,013 6, ,269 97,428 The most significant values included under the heading Fixed assets in progress for 2015 and 2014 refer to the following projects: Description 2015 Landfill construction (Resulima) 3,453 Works in Landfill of Leiria (Valorlis) 2,058 Digester for Organic Recovery Center (Amarsul) 1,746 WWTP for Organic Recovery Center (Amarsul) 707 Contract works for Organic Recovery Center (Amarsul) 681 Energy Recovery Center of Biogas (Valorsul) 434 Biological treatment of Organic Recovery Center (Algar) 341 Water consumption reduction project (Valorsul) 180 9,599 Description 2014 Lifting equipment (Ferrol) 10,367 Widening works (Ferrol) 8,270 18,637 In 2010, the application of IFRIC 12 introduced various alterations relative to the provisions and interpretations of the standards which were in force, whose impact on the financial statements of the Group s concessionaire companies mainly occurred in the reclassification to the intangible assets heading of part of the assets under concession, where the concessionaire companies of the Mota-Engil Group had and have an operating right and where these companies assume the risk of demand of the operation (intangible model). The concession operating licenses are being amortised during the respective validity period of the concession. The appraisal of the existence or not of impairment for the main values of the intangible assets was carried out through the proposed purchase for some assets (related to the Port and Logistics business as regards intangible assets) or using the business plans of the respective companies as mentioned in Note 16. Goodwill, relative to impairment tests on goodwill. The valuation criteria established by the Group for the measurement of the value of the intangible assets are noted in subparagraph i) of the Main valuation criteria in Note 1.3..

140 138 CONSOLIDADATED REPORT AND ACCOUNTS 2015 As at 31 st December 2015 and 2014, the Group s main port concessions associated with the TERTIR Group, consolidated through the full consolidation method, their main characteristics and duration are presented below: Liscont Concession Authority: Administração do Porto de Lisboa, S.A. (APL). Object of the contract: Concession of the right of operation under a public service regime of South Alcântara Container Terminal. Duration without prorogation: Prices: Liscont has the right to charge the users for each operation or service rendered, the commercial prices of the Concession Operator are subject to the Concession Authority s approval. Reversal of equipment: At the end of the concession period, all facilities and fixed equipment which comprise the terminal at that time, and which have been paid by the Concession Operator, shall revert to APL free of charge. The Concession Operator shall have the right to be indemnified for investments not stipulated in the general plan of the initial terminal, which have been undertaken to improve its operation and have been previously authorised, on a case-by-case basis, by APL, with approval of the respective cost and period of amortization. Costs inherent in the concession: Liscont incurs, every month, in the fixed rents for the use of the indoors surfaces and facilities, embankments and pier line, and variable rents depending on operations. In July 2010, the Portuguese Parliament repealed the Amendment to the Concession Contract for the Right of Operation under a Public Service Regime of Alcântara Container Terminal, which stipulated the prorogation of the concession contract until Said repeal was analysed by the Commercial Arbitration Centre who, on 14 th October 2011, deemed unfounded the request to annul said Amendment, submitted by APL Administração do Porto de Lisboa, S.A., having as grounds the unconstitutionality of Law no. 14/2010, of 23 rd July, which repealed said Amendment. Socarpor Aveiro Concession Authority: Administração do Porto de Aveiro, S.A. (APA). Object of the contract: Concession of the right of commercial operation of the port, under a public service regime, of the South Terminal of Aveiro. Duration without prorogation: Prices: Socarpor has the right to charge the users for the services rendered, the commercial prices of the Concession Operator are subject to the maximum prices controlled by the Concession Authority. Reversal of equipment: At the end of the concession period, the assets assigned to said concession shall revert to the Concession Authority free of charge, except for investments in replacement or technological update equipment undertaken by Socarpor in the last 10 years of the validity period of the contract, and which are not provided for by the initial investment plan agreed with the Concession Authority. Regarding such investments, Socarpor shall have the right to be indemnified for the gross accounting value of the assets, the net value of amortizations completed at the maximum rate permitted by law. Costs inherent in the concession: Socarpor incurs, pursuant to the concession contract, in an annual fixed rent and a variable rent (per ton of loaded and unloaded cargo).

141 CONSOLIDATED FINANCIAL INFORMATION 139 Sotagus Concession Authority: APL Administração do Porto de Lisboa, S.A.. Object of the contract: Concession of the right of commercial operation, under a public service regime, of cargo handling activities of the Container Terminal of Santa Apolónia. Duration without prorogation: Prices: Sotagus has the right to charge the users for the services rendered, the commercial prices of the Concession Operator are subject to the maximum prices approved by the Concession Authority. Reversal of equipment: At the end of the concession period, the assets assigned to said concession shall revert to the Concession Authority free of charge, except for investments undertaken in the last 10 years of the validity period of the contract, and approved by the Concession Authority, and when the Concession Authority has undertaken to indemnify the Concession Operator for the net accounting value of said assets. Costs inherent in the concession: Sotagus incurs, every month, in the fixed rents for the use of the pier wall, embankments and buildings included in the concession, and variable rents depending on operations. TCL Concession Authority: Administração dos Portos do Douro e Leixões, SA. (APDL). Object of the contract: Concession of the right of commercial operation, under a public service regime, of cargo container handling activities of the container terminals of the port of Leixões. Duration without prorogation: Prices: TCL has the right to charge the users for the services rendered, the commercial prices of the Concession Operator are subject to the maximum prices controlled by the Concession Authority. Reversal of equipment: At the end of the concession period, the assets assigned to said concession shall revert to the Concession Authority free of charge, except for investments in replacement or technological update equipment undertaken by TCL in the last 10 years of the validity period of the contract, and which are not provided for by the initial investment plan agreed with the Concession Authority. Regarding such investments, TCL shall have the right to be indemnified for the gross accounting value of the assets, the net value of amortizations completed at the maximum rate permitted by law. Costs inherent in the concession: TCL incurs, every month, in fixed rents for the use of embankments and pier line, and variable rents depending on TEUs. As at 30 th September 2015, after the Group s decision to dispose of the Port and Logistics segment, assets and liabilities allocated to this subsegment were transferred to the heading Non-current assets held for sale (Note 38). Under that heading, 96,089 thousand euros refer to intangible assets related to companies to be disposed of as at 31 th December On February 2016, the disposal of the Port and Logistics business was realised.

142 140 CONSOLIDADATED REPORT AND ACCOUNTS 2015 On the other hand, after acquiring EGF on 1 st July 2015, a group of companies was consolidated from then on using the global integration method: Algar, Amarsul, Ersuc, Resiestrela, Resinorte, Resulima, Suldouro, Valnor, Valorlis, Valorminho and Valorsul, whose social purpose, under a public service concession regime (up to December 2034), in the operation and management of multi-municipal systems for screening, selective collection of urban waste and for the treatment and energy recovery of municipal solid waste. Moreover, as a result of the EGF acquisition process, the Portuguese government reviewed the legal regime applicable to the action of entities managing multi-municipal systems for the treatment and selective collection of urban waste. Therefore, by means of Decree-Law no. 96/2014, of 25 th June, the bases of the concession of the operation and management under a public service regime of multi-municipal systems for the treatment and selective collection of urban waste were approved and was allocated to entities holding exclusively or predominantly private capital. This Decree also approved the transitional regulatory regime in force in 2015, as well as a new regulatory regime to take effect as of 1 st January Likewise, as a result of these changes, concession contracts for the aforesaid companies were subject to contractual reconfiguration in order to adapt their content to the new concession terms. Therefore, the following is of note: During the year ended on 31 st December 2015, a transitional regulatory regime was in force. Therefore, fees applied by concession companies were those approved by the Entidade Reguladora dos Serviços de Águas e Resíduos (ERSAR) and the Regulator approved, in order to favour pricing stability, an average fee between that calculated using rules in force under the previous regulations up to the date of Decree-law no. 96/2014, of 25 th June, took effect and those resulting from applicable fees in 2014, updated according to the price index after said Decree-law became effective. A new remuneration scheme was set up to take effect as of 1 st January 2016, establishing new rules for the definition of revenue allowed, based on revenue cap logic and enabling concession companies to recover operating costs and obtain a given remuneration on assets included in the Regulated Asset Basis (Base de Ativos Regulados, BAR). Goods allocated to BAR were redefined, as well as their useful lives and existing goods by the end of the concession will revert back to the Concession Authority for their net book value. In 2016, using financial statements of 31 st December 2015 as a benchmark, companies must calculate the existence of a balance corresponding to the amounts of accrued costs related to accumulated amortizations of outstanding contractual investment, minus the deferred tax amount associated thereto and the book value net of amortizations and subsidies of the goods and assets which are not included in the basis of regulated assets for the purposes of calculation of revenue allowed. If said balance is positive, a liability Regulatory liabilities will be produced, whereas a negative balance will produce Regulatory assets or a Contractual right. As a result, whenever annual pricing variation higher than 2% of revenue allowed each year to concession companies is estimated, surplus of that amount can be deducted from Regulatory liabilities if any. By the end of the concession, if there are still Regulatory liabilities, the corresponding amount will be deducted from the residual amount of the BAR to which the concession company will be entitled. If a Contractual right is calculated, it will be amortised in the course of the concession period.

143 CONSOLIDATED FINANCIAL INFORMATION 141 The duration of concessions was altered. On the date of approval of these consolidated financial statements, the basis of regulated assets, the investment plan of concession companies and the definition of the fees to implement in the regulatory period begun on 1 st January 2016 are under approval by ERSAR. The Group has neither intangible assets whose ownership is restrained, nor intangible assets given as guarantee for liabilities. Likewise, apart from investment commitments of EGF companies to be set/approved with ERSAR, there are no contractual commitments for the acquisition of intangible assets. 18. TANGIBLE ASSETS The information on the net values of tangible assets by operating segment for the years ended on 2015 and 2014 is broken down as follows: Europe Engineering & Construction Europe Environment & Services Africa Latin America Other, eliminations & intra-group Mota-Engil Group 2015 Land & buildings 104,203 14, ,988 23,559 17, ,526 Equipment 91,994 59, ,305 64,382 1, ,651 Tangible fixed assets in progress 4,668 4,613 21,751 10,907 1,134 43,073 Other tangible fixed assets ,550 8, , ,913 79, , ,679 19, , Land & buildings 108,456 15, ,679 22,966 17, ,897 Equipment 101,356 72, ,277 65, ,813 Tangible fixed assets in progress 6,265 14,087 14,721 7,610 2,658 45,341 Other tangible fixed assets ,481 11, , , , , ,972 20, ,662

144 142 CONSOLIDADATED REPORT AND ACCOUNTS 2015 The information on the gross values of the tangible assets for the years ended on 31 st December 2015 and 2014 is broken down as follows: Land & buildings Equipment Tangible fixed assets in progress Other fixed assets 2015 Opening Balance 375,068 1,185,835 45,341 28,115 1,634,358 Increases 6, ,775 22,914 4, ,474 Disposals (8,637) (42,444) (88) (1,052) (52,220) Write-offs (621) (4,936) (32) (78) (5,665) Revaluation 2,104 2,104 Exchange differences 2,366 (2,601) (151) (166) (552) Variation of perimeter 333 1, ,852 Transfer & other movements 24,134 (66,898) (24,912) (2,515) (70,191) 401,217 1,188,841 43,073 29,029 1,662, Opening Balance 336,798 1,039,805 48,386 18,251 1,443,240 Increases 35, ,642 30,356 4, ,813 Disposals (1,704) (22,638) (478) (58) (24,878) Write-offs (2,927) (31,977) (275) (407) (35,587) Revaluation (9,222) (9,222) Exchange differences 8,654 20,979 5,144 1,156 35,934 Variation of perimeter 1,840 4,323 (6,142) (4) 17 Transfer & other movements 6,356 23,702 (31,650) 4,635 3, ,068 1,185,835 45,341 28,115 1,634,358 Total As at 31 st December 2015 and 2014, increases in tangible assets were essentially related to the needs for acquisition of equipment to handle works that the Group executed or is currently executing in Africa and Latin America. As at 31 st December 2015, disposals of tangible assets essentially concern equipment sales performed by Mota-Engil Engenharia e Construção and by Mota-Engil Central Europe Polónia. As at 31 st December 2015, the amount registered under Transfer and other movements was essentially accounted for by the transfer of tangible assets related to the Port and Logistics business (Note 38) to the heading Non-current assets held for sale. As at 31 st December 2014, the value recorded under Transfer and other movements refers essentially to the transfer to tangible asset in progress of the value of an energy supply licence in Peru (Tarucani). As at 31 st of December 2015 and 2014, the value recorded in tangible assets in the column Others, eliminations and intragroup referred in essence to the assets of companies in the tourism field. The calculation of the existence of traces of impairment and the execution of the corresponding tests, if required, were performed on an annual basis as defined in Note 1.3. Main valuation criteria. As at 31 st of December 2015 and 2014, the Group recorded impairment losses in an industrial unit in Angola amounting to 1,105 thousand euros and 8,000 thousand euros, respectively.

145 CONSOLIDATED FINANCIAL INFORMATION 143 The basic assumptions used for the calculation of value in use of tangible assets were as follows: (i) cash flow projection was based on historical operating income, business knowledge, market analyses, both in terms of growth and market share; (ii) operating margin projection was based on historical data and management experience and knowledge; (iii) cash flows after the projection period were extrapolated using a perpetual growth rate similar to the growth rate at long-term constant prices of GDP expected for each market; (iv) cash flows estimated before taxes are discounted at their present value, using a pre-tax weighted average cost of capital rate. Discount rates were calculated for each business unit, and vary between 14.0% and 15.6%. The main assumptions used which produced impairment losses recognised in the fiscal years of 2015 and 2014, broke down as follows: Assumptions Method used Value in use Value in use Basis used Forecasts Forecasts Period used 5 years 7 years GROWTH RATE OF CASH-FLOWS Year n+1 2.6% 6.4% Annual compound growth rate next 6 years 23.3% 19.7% Grwth rate of cash flows in perpetuity 8.2% 6.8% Discount rate used 15.6% 10.7% Sensitivity analysis Growth rate in perpetuity [-1%] [-1%] Growth rate in perpetuity sensitivity analysis impact 1,274 3,020 Discount rate used [+1%] [+1%] [+1%] Discount rate sensitivity analysis impact 1,516 3,937

146 144 CONSOLIDADATED REPORT AND ACCOUNTS 2015 The information regarding the values of amortizations and accumulated impairment losses for tangible assets for the years ended on 31 st December 2015 and 2014 can be assessed as follows: Land & buildings Equipment Tangible fixed assets in progress Other fixed assets 2015 Opening Balance (105,171) (743,022) (14,503) (862,697) Increases (Note 9) (14,644) (103,991) (3,106) (121,742) Impairment losses (Note 10) (1,166) (1,166) Disposals 3,668 29, ,365 Write-offs 43 4, ,889 Exchange differences (1,179) (1,005) Variation of perimeter (298) (968) (251) (1,517) Transfer & other movements (943) 70, ,829 (119,691) (743,190) (17,163) (880,044) 2014 Opening Balance (75,996) (664,793) (11,848) (752,637) Increases (Note 9) (21,821) (96,364) (2,619) (120,804) Impairment losses (Note 10) (8,000) (8,000) Disposals , ,186 Write-offs , ,161 Exchange differences (1,206) (8,651) (481) (10,338) Variation of perimeter (3,901) 2 (3,899) Transfer & other movements (19) (4,412) 64 (4,366) (105,171) (743,022) (14,503) (862,697) NET VALUE , ,651 43,073 11, , , ,813 45,341 13, ,662 Total

147 CONSOLIDATED FINANCIAL INFORMATION 145 The most significant values included under the heading Tangible fixed assets in progress, for 2015 and 2014, referred to the following projects: Description 2015 Dry Port Liwond terrain (Malawi) 10,271 Hydropower plant (Tarucani) 6,787 Damen Boat (Malawi Shipping Company) 4,665 Cociga land (Vista Waste) 3,105 Non-hazardous industrial waste landfill (Citrup) 1,729 Acquired land Biske Plaza (ME Real Estate Hungary) 1,303 Wagons platform (ME Engenharia) 1,268 Asphalt production system (ME Peru) 1,206 Enlargement works of the water park (RTA) 1,134 31,469 Description 2014 Regeneration and recovery plant for used oils (Enviroil II) 9,447 Hydropower plant (Tarucani) 6,086 Damen Boat (Malawi Shipping Company) 5,280 Cociga land (Vista Waste) 3,453 Dry Port Liwond terrain (Malawi) 2,243 Acquired land Biske Plaza (ME Real Estate Hungary) 1,305 Work Shop building (Malawi) 837 Acquisition of fixed asstes (Mota-Engil Engenharia) 703 Acquisition of tangible fixed assets (Tratofoz) ,042 Valuation criteria adopted and the amortization rates used are referred to in subparagraphs ii), iii), iv) and v) of the Main valuation criteria in Note 1.3. As at 31 st December 2015 and 2014, the amounts net of amortization of 29,698 thousand euros and 30,461 thousand euros respectively assigned to the operation of quarries, were recorded under the heading Land and buildings. The calculation of the fair value of the quarries takes into consideration various factors, in particular the licensed area, operating capacity, landscape restoration costs and the value of underlying land. Supplementary information on the operation of the Group s mineral assets is shown in Note 33. As at 31 st December 2014, the value recorded under Revaluation referred essentially to the update of the fair value of quarries located in Portugal. That effect resulted essentially from the update of valuation assumptions, namely in terms of the updated rates used. The heading Variation, net of tax, of the fair value of tangible fixed assets of the Consolidated Income and other Comprehensive Income Statement, amounting to negative 7,337 thousand euros includes said value. During the fiscal year of 2015, no changes in the values of quarries with significant values were recorded. Land and buildings of the Group are recorded at their revalued cost and part thereof were subject to valuation in 2015.

148 146 CONSOLIDADATED REPORT AND ACCOUNTS 2015 Valuations of land and buildings are carried out by independent valuers hired to that effect in accordance with one of the following methods, implemented according to the specific situation of the assets: a) Market method The criterion for market comparison is based on transaction values of similar real estate and that can be compared to the property under examination obtained by means of market research in the area where the property is located. b) Income method This method is aimed at estimating the value of the property from the capitalisation of its net rent, updated to the present time, using the discounted cash flow method. c) Cost method The cost method consists of the determination of the replacement value of the property under analysis taking into account the cost of building another property with similar functions minus the amount related to functional, physical and economic depreciation/obsolescence observed. Valuations made of the above property were carried out by external and specialised entities, accredited by the Comissão dos Mercados dos Valores Mobiliários (CMVM) or, in a few cases, by in-house experts. The major and most significant inputs used in the valuation of the aforesaid property were as follows: Cost of land m 2 ; Cost of construction m 2 ; Value of marketing m 2 ; Value of rent m 2 ; Capitalisation/discount rate. If there is an increase in land costs, construction costs, marketing value or rent value per square metre or a decrease in the capitalization/discount rate, the fair value of real estate will be increased. On the other hand, if there is a decrease in land costs, construction costs, marketing value or rent value per square metre or an increase in the capitalization/discount rate, the fair value of real estate will be decreased. Although the above valuations were carried out based on market data and transactions (essentially released by real estate agencies), their reduced liquidity and the different characteristics of each property do not allow quantifying the market as active. Therefore, the calculation of the fair value of the Group s real estate falls under level 3 of IFRS 13.

149 CONSOLIDATED FINANCIAL INFORMATION 147 The book value which would have been recognised if the asset had been recorded pursuant to the cost model is as follows: Cost Revaluation Total 2015 Land & Buildings 252,708 28, ,526 Equipment 445, ,651 Tangible fixed assets in progress 43,073 43,073 Other tangible fixed assets 11, , ,007 29, , Land & Buildings 243,183 26, ,897 Equipment 442, ,813 Tangible fixed assets in progress 45,341 45,341 Other tangible fixed assets 13, , ,656 27, ,662 As at 31 st December 2015 and 2014, except for the assets acquired under finance leasing, for the tangible assets assigned to concessions and for some items of equipment purchased by Mota-Engil Angola, there are no other tangible assets which are pledged or mortgaged to financial institutions in order to secure loans received. 19. FINANCIAL INVESTMENTS UNDER THE EQUITY METHOD As at 31 st December 2015 and 2014, financial investments under the equity method broke down as follows: Associated companies Obol Invest Group 22,651 HEPP 1,556 Suma Group subsidiaries 2,733 2,691 SLPP Group 1,804 Ibercargo (Esp) 34 Manvia II Condutas Tersado 1,116 Autopista Urbana Siervo de La Nacion 3,869 2,071 Concessionária Autopista Cardel Poza Rica 6,804 2,180 Concessionaria Autopista Tuxpan-Tampico 11,306 8,880 Martifer Group (1) 2,251 2,079 Other 6,524 5,851 Jointly controlled companies Ascendi Group 55,039 Indaqua Group 21,941 TPE Paita 32,972 34, ,697 (1) As at 31 st December 2015 and 2014, it includes 37.5% of Martifer SGPS, SA and 46.95% of Vetor Diálogo SGPS, SA (society incorporated in 2014 by the reference shareholders of Martifer Group for the acquisition of 25% of Martifer Metallic Constructions, SGPS, SA).

150 148 CONSOLIDADATED REPORT AND ACCOUNTS 2015 During 2015, the Group started consolidating the OBOL Group using the global integration method, liquidated HEPP and executed contribution of capital in concession companies of Mexican highways (Autopista Urbana Siervo de la Nacion, Concessionária Autopista Cardel and Concessionária Autopista Tuxpan-Tampico). During 2015 and 2014, the following movement occurred in the value of the financial investments under the equity method: 2015 Opening balance Effect on profit & loss Effect on reserves (1) Transfers and variation of perimeter Acquisitions/ Disposals Closing balance Associated companies Obol Invest Group 22,651 (22,651) HEPP 1,556 (1,556) Suma Group subsidiaries 2, (152) 2,733 SLPP Group 1, (2,281) Ibercargo (137) Manvia II Condutas (46) 851 Tersado 1, (487) (954) Autopista Urbana Siervo de la Nacion 2,071 (27) 1,825 3,869 Concessionária Autopista Cardel Poza Rica 2, ,586 6,804 Concessionária Autopista Tuxpan-Tampico 8, (465) 11,306 Martifer Group (1) 2, (364) 2,251 Other 5, ,524 Jointly controlled companies Ascendi Group 55,039 63,296 32,079 (150,414) Indaqua Group 21,941 1, (23,992) TPE Paita 32,972 1,064 3,810 (37,846) 161,697 67,123 41,818 (238,138) (1,556) 34,338 (1) Includes, essentially currency conversion differences, variations in the fair value of derivative financial instruments, changes in share and supplementary capital and distribution of dividends.

151 CONSOLIDATED FINANCIAL INFORMATION 149 During the fiscal year of 2015, the Group acquired an additional percentage of 45% in OBOL Group and consolidated it using the global integration method from that moment onwards. Property assets of OBOL Group were disposed of by the Group to third parties in the course of 2015 (Note 13) Opening balance Effect on profit & loss Effect on reserves (1) Transfers and variation of perimeter Acquisitions/ Disposals Closing balance Associated companies Obol Invest Group 24, (2,281) 22,651 SLPP Group 1, (26) 1,804 Suma Group subsidiaries 2, (318) 2,691 HEPP 1, (267) 1,556 Manvia II Condutas Mota-Engil Opway Mexicana 4,924 (4,924) Martifer Group 39,770 (42,165) (2,592) 7,066 2,079 Tersado ,116 Other (2) 6,067 (409) ,125 19,016 Jointly controlled companies Ascendi Group 86,574 18,500 (50,035) 55,039 Indaqua Group 25,080 (215) (5,505) 2,581 21,941 TPE Paita 23,689 4,571 4,712 32, ,169 (18,693) (60,550) 22, ,697 (1) Includes, essentially currency conversion differences, variations in the fair value of derivative financial instruments, changes in share and supplementary capital and distribution of dividends. (2) Acquisitions refer to the following concessions in Mexico: Autopista Urbana Siervo de la Nacion, Concessionária Autopista Cardel and Concessionária Autopista Tuxpan-Tampico. A provision was constituted for financial investments with negative contribution (Note 28). The value recorded under the heading Effect on reserves in the Ascendi Group, essentially refers to the change in the fair value of derivative financial instruments with a negative value of 5,000 thousand euros and to the positive value of 24,000 thousand euros related to recycling for the income statement of negative variations in fair value associated with the five highway concession companies in which a change in control occurred in The calculation of the fair value of the derivative financial instruments contracted by the Ascendi Group was carried out by the respective counterparts which are considered to be suitable/independent financial entities of recognised merit. The valuation models employed were based on the discounted cash flow method: using par rates of swaps listed on the interbank market and available on Reuters and Bloomberg pages for the relevant periods, with calculation of the respective forward rates and discount factors which were used to discount fixed cash flow (fixed leg) and variable cash flow (floating leg). The sum of the two legs is equivalent to the net present value (NPV). This process also took into account the credit risk of counterparts involved (considering information obtained from independent external experts), and the respective Credit/Debit value adjustments (CVAs/DVAs) were subsequently incorporated.

152 150 CONSOLIDADATED REPORT AND ACCOUNTS 2015 For the year ended on 31 st December 2015, the Effect on Profit and Loss in the Ascendi Group was influenced by the change of control which took place in Ascendi Group SGPS concerning five highway concession companies (following the partnership established with the Ardian Group) which led to the recognition of a gain of about 72,000 thousand euros, of which some 48,000 thousand euros had an impact on the net profit or loss for the year and 24,000 thousand euros on the other comprehensive income as mentioned above. As at 31 st December 2015 and 2014, the main information on financial investments under the equity method broke down as follows: 2015 % of detention Assets Equity Sales and services rendered Net profit Associated companies Automatriz, S.A. 45% 15,367 1,965 16, Icer 25% 2,984 (2,547) 124 (1,349) M&R de Occidente 20% 37,196 4,271 11,510 (0) Autopista Urbana Siervo de la Nacion (Grand canal) (Mexico) 17% 79,668 3,750 49,622 (157) Concessionária Autopista Cardel Poza Rica 29% 99,121 8,463 37, Concessionaria Tuxpan- Tampico 26% 32,879 8,698 8, Haçor 40% 89, , HL 50% 93,005 3,145 2,611 1,924 Logz 30% 26,991 (9,119) (5,944) Tersado 16% 6,303 4,547 12,333 2,017 Ibercargo 50% 5,441 (86) 23, Ambilital 30% 17,467 8,339 3, Ecolezíria 15% 6,347 1,070 2, Construtora Tuxpan Tampico 17% 14, , Construtora Cardel Poza Rica 20% 61, , Constructora Gran Canal 17% 70,900 1,524 47,124 1,629 Martifer Group Martifer SGPS SA 38% 606,631 11, ,885 1,172 Vetor Diálogo 47% 287,697 11, ,427 6,381

153 CONSOLIDATED FINANCIAL INFORMATION Associated companies % of detention Assets Equity Sales and services rendered Net profit Automatriz, SA 37% 15,416 1,560 21, Icer 21% 5,678 (1,057) M&R de Occidente 20% 45,233 4,819 15,630 (121) Constructora M&R 20% 5,826 4,683 14,171 (5,095) Concessionária Autopista Cardel Poza Rica 40% 8, Concessionaria Tuxpan- Tampico 33% 9, Haçor 40% 91,301 (2,380) 3, HL 50% 94,614 2,229 2,385 1,930 Sadoport 32% 11,517 (7,269) 12, SLPP 32% 11,982 (3,142) 91 Logz 30% 49,984 (3,175) (1,620) Tersado 16% 7,315 5,617 11,875 1,832 Ibercargo 50% 5, ,021 (807) Ambilital 30% 18,224 8,013 3, Ecolezíria 15% 6,524 1,070 3, HEPP Hidroenergia de Penacova e Poiares 50% 3,132 3,113 (33) Manvia II Condutas 45% 4,733 2,338 2, Suc Manvia Condutas II Angola 45% 1,209 (496) 1, Manvia Condutas Moçambique 47% 1, Turalgo 51% (13) M-Invest Mierova 50% 2,312 (599) 3,004 (98) Bay % 1,949 (69) (18) Bay Office 32% (23) Bay Park 32% 14,939 6, Obol Invest 33% 56,805 14, Obol XI 32% 40,923 (717) 198 (297) Martifer Group Martifer SGPS SA 38% 632, , ,908 (136,702) Vetor Diálogo 47% 374,635 13,186 69,319 (66,263) Jointly controlled companies Ascendi Group (1) 60% 4,763, , ,837 48,747 Indaqua 50% 73,971 20,106 7,694 1,398 Indaqua St. Tirso 50% 25,320 1,085 7, Indaqua Feira 50% 107,077 (9,812) 12,922 (825) Indaqua Matosinhos 50% 69,128 (4,354) 18,281 (803) Indaqua V. Conde 50% 64,559 (3,930) 15,610 (390) Aqualevel 50% 3,538 1,655 2, Indaqua Oliveira de Azeméis 50% 3, , TPE Paita 50% 162,576 65,944 23,513 9,141 (1) The figures of Ascendi GROUP do not correspond to their statutory accounts but rather to their contribution to the GROUP. Ascendi Group, SGPS, SA, 60% of which is held by Mota-Engil, was considered a joint undertaking (jointly controlled entity) up to the date of decision for disposal thereof, given the shareholders agreement with the shareholder group, which held the remaining 40%, for joint control and management of said entity. Ascendi Group, SGPS, SA aggregates the road concession business of the two economic groups. The information on concessions and concession operators of this joint undertaking as well as relevant facts regarding 2015, are detailed in the management report in chapter 2. Economic performance analysis Ascendi Group.

154 152 CONSOLIDADATED REPORT AND ACCOUNTS 2015 During the year of 2015, following the decision by the Board of Directors to dispose of financial investments held in Indaqua and in Ascendi Group, the amounts concerning said business were reclassified and transferred to the heading Non-current assets held for sale. During the year of 2014, concession companies Ascendi Grande Lisboa, Ascendi Norte, Ascendi Grande Porto, Ascendi Beiras Litoral e Alta and Ascendi Costa da Prata entered into Memoranda of Understanding (MOU) with the Portuguese State; said memoranda included several changes in the terms and conditions of the Concession Contracts which regulated the activity of the above mentioned companies, namely the decrease in availability payments, large repairs, and operation and maintenance. Materially speaking, the agreements took effect in 2014 through the effective change in availability payments on part of the Concession Authority, which the concession companies reflected in their income for the year ended on 31 st December Also in 2014, Ascendi Pinhal Interior entered into a Memorandum of Understanding with EP Estradas de Portugal, S.A., in which the parties agreed to renegotiate the terms and conditions of the Subconcession Contract, which regulated the activity of said concession, resulting in a decrease in investment in construction, large repairs, and operation and maintenance. The Indaqua Group aggregates the concessions of the municipal services for water abstraction, treatment and distribution in Fafe, Santo Tirso and Trofa, Feira, Matosinhos, Vila do Conde and Oliveira de Azeméis, and participates in the private-public partnership of the municipal company responsible for water distribution and waste water collection in S. João da Madeira. During 2014, the Mota-Engil Group reacquired 5% of the capital of Indaqua Indústria e Gestão De Águas, S.A., reaching, therefore, a 50.06% stake. As a shareholders agreement was entered into with the shareholder group holding the remaining capital for the joint management of this subgroup, the latter became a jointly controlled entity and, therefore, was recorded using the equity method, as it should be. As of 30 th September 2015, after the decision by the Group s Board of Directors to dispose of this SUBGROUP, it was reclassified into the heading Non-current assets held for sale. The appraisal of the existence or not of impairment for the main values of financial investments in associates and joint ventures was carried out through the proposed purchase for disposal of some associates or using the business plans of the respective companies. Up to the date of interruption of the use of the equity method, negotiations of changes in scope and terms of the subconcession contract were not concluded nor were they reflected in accounting.

155 CONSOLIDATED FINANCIAL INFORMATION AVAILABLE FOR SALE AND HELD TO MATURITY FINANCIAL ASSETS As at 31 st December 2015 and 2014, the detail of available for sale and held to maturity financial assets was as follows: Financial investments in equity instruments BAI-Banco Angolano de Investimentos 39,904 39,904 Auto Sueco Angola 2,724 2,724 STI 2,202 Ecodetra 1,153 1,153 Ersuc 554 Tirtife Other 3,581 3,983 50,465 49,219 Advances for financial assets available for sale Estradas do Zambeze 4,800 1,800 SPRI 9,263 Other ,069 1,807 FINANCIAL ASSETS AVAILABLE FOR SALE 64,534 51,026 Financial assets held to maturity Angola public debt securities 28,726 28,726 AVAILABLE FOR SALE AND HELD TO MATURITY FINANCIAL ASSETS 93,260 51,026 During 2013, the Group acquired a financial stake of 3% in BAI Banco Angolano de Investimentos, S.A. for 39,904 thousand euros. In accordance with Group policy, financial assets available for sale which represent stakes in non-listed companies are recorded at their acquisition cost, always taking into consideration potential impairment losses in case of objective evidence of said losses. For 31 st December 2015, the Group analysed impairment to this financial investment, particularly using price-to-book value and price to earnings which occurred in Angola and in Africa and observed that the asset was not impaired. This asset has been given in guarantee of bank financing. On the 31 st December 2015 and 2014, the amount relating to Auto-Sueco Angola refers to the part not disposed of by the Group (5.13%) in the sale process which took place in 2013, valued by the amount resulting from the application of the equity method up to said date. Disposal of the remaining stake awaits authorisation from the Banco Nacional de Angola to be given. During the year of 2015, the Group made advance payments for the future acquisition of 40% of SPRI (Angolan company which operates in consultancy in the Oil & Gas sector). During the years of 2015 and 2014, MEEC África made advance payments of 4,800 thousand euros and 1,800 thousand euros, respectively, for the future acquisition of 40% of Estradas do Zambeze.

156 154 CONSOLIDADATED REPORT AND ACCOUNTS 2015 During the year of 2015, following an agreement for debt settlement entered into with the Angolan State (debt settlement of some public entities public companies and provincial governments), the subsidiary Vista Waste received about 29 million euros in Angolan government securities from the Angolan State. Those securities are not quoted and have the following characteristics: Currency Nominal value Interest rate Residual maturity (years) Treasury bonds maturing 07/27/2022 AOK 708,839 5% 7 Treasury bonds maturing 07/27/2022 AOK 1,442,159 5% 7 Treasury bonds maturing 29/06/2020 AOK 866,493 5% 5 Treasury bonds maturing 29/06/2019 AOK 866,493 5% 4 Payment of interest and capital refund shall be made in Kwanza but indexed to the USD exchange rate in force on the settlement date. Given the characteristics of the aforesaid securities and the intention of the Group s Board of Directors to keep them in the portfolio, said securities were recorded as Financial assets held to maturity. During the years ended on 31 st December 2015 and 2014, the following movement occurred in financial assets available for sale: Opening Balance on January 1 st 51,026 49,792 Acquisitions and advances during the year 14,995 2,262 Transfers & variation of perimeter (1,487) (1,028) 64,534 51,026 In view of the nature of most of the financial assets referred to above and the difficulty of ensuring the reliable calculation of their fair value, the Group recorded these assets at their acquisition cost, deducting if necessary, any respective impairment losses identified. 21. INVESTMENT PROPERTIES The information relative to the Group s investment properties as at 31 st December 2015 and 2014 is as follows: Europe Engineering & Construction 56,119 16,086 Europe Environment & Services 2,804 37,808 Africa 3,543 1,120 Latin America 19,570 14,092 82,037 69,106

157 CONSOLIDATED FINANCIAL INFORMATION 155 The movement occurred in investment properties during the years of 2015 and 2014 broke down as follows: Opening Balance 69,106 55,304 Increases 2,549 2,627 Changes in fair value (Note 11) 9,859 3,311 Exchange differences (properties located in Latin America) 1,068 Variation of perimeter 7,864 Tranfers (546) (0) 82,037 69,106 Investment properties consist of land and buildings held for the purpose of obtaining rents and/or the appreciation of the invested capital, and not for use in the production or supply of products or services, or for administrative purposes (cases in which they are classified as tangible assets), or for sale during current business activity (cases in which they are classified as inventories). Classification of given land and buildings as investment properties to the detriment of inventories and/or tangible assets is basically the result of the use prospects of the Group s Board of Directors for said assets, taking into account the maximization of return thereof in particular. Investment properties, including those under construction, are recorded at their fair value, set on an annual basis and related to the reporting date by specialised external experts. As at 31 st December 2015, this heading essentially included investment properties located in Portugal in the Europe Engineering & Construction segment, aimed at leasing (Mercado do Bom Sucesso 12,384 thousand euros) and to future capitalisation (land in Alverca, which was related in 2014 to the Europe Environment and Services segment 35,004 thousand euros), and two investment properties in Latin America, both aimed at future capitalisation. Fair value variation in the year of 2015 is mainly accounted for by the valuation of the property Mercado do Bom Sucesso in Portugal, as a result of the increase in the occupancy rate and of rents applied and for a property in Peru, resulting from the appreciation of the Peruvian real estate market. In 2014, the heading Variation of perimeter included, essentially, the value of a nonoperational plot of land (for future capitalisation) located in Peru (Latin America segment), which was transferred to the heading of financial investments under the equity method. As for the main investment properties held by the Group, their fair value was calculated taking into account the following relevant inputs: Occupancy rate; Cost of land m 2 ; Cost of construction m 2 ; Value of marketing m 2 ; Value of rent m 2 ; Capitalisation/discount rate.

158 156 CONSOLIDADATED REPORT AND ACCOUNTS 2015 Valuations of investment properties were carried out by independent specialised valuers in accordance with one of the following methods, used according to the specific situation of each property: a) Market method The criterion for market comparison is based on transaction values of similar real estate and that can be compared to the property under examination obtained by means of market research in the area where the property is located. b) Income method This method is aimed at estimating the value of the property from the capitalisation of its net rent, updated to the present time, using the discounted cash flow method. c) Cost method The cost method consists of the determination of the replacement value of the property under analysis taking into account the cost of building another property with similar functions, minus the amount related to functional, physical and economic depreciation/obsolescence observed. Valuations made to the aforementioned properties were carried out by independent and specialised entities that, for properties located in Portugal, are accredited by the Comissão dos Mercados dos Valores Mobiliários (CMVM). If there is an increase in land costs, construction costs, marketing value, rent value per square metre or occupancy rate or a decrease in the capitalization/discount rate, the fair value of properties will be increased. On the other hand, if there is a decrease in land costs, construction costs, marketing value or rent value per square metre or occupancy rate or an increase in the capitalization/discount rate, the fair value of properties will be decreased. Although, above said valuations were carried out based on market data and transactions (essentially released by real estate agencies), their reduced liquidity and the different characteristics of each property do not allow quantifying the market as active. Therefore, the calculation of the fair value of the Group s real estate falls under level 3 of IFRS 13.

159 CONSOLIDATED FINANCIAL INFORMATION 157 Income generated in the year of 2015 with investment properties break down as follows: Rental income (Note 11) 2015 Gains/losses due to changes in fair value (Note 11) Impairment losses In Portugal Mercado do Bom Sucesso 695 4,916 Terreno de Alverca 128 Motadomus 82 Others 151 1,056 4,916 - Outside Portugal Empresa Construtora Brasil 172 Promotora Inmobiliaria Santa Clara (Peru) 4,770 4,943 TOTAL 1,056 9, INVENTORIES The information relative to inventories for the years ended on 31 st December 2015 and 2014, is broken down as follows: Book value: Raw and subsidiary materials and consumables 85,060 68,256 Products & work in progress 120, ,105 Finished goods 38,184 39,381 Merchandise 67,145 42,737 Advances on account of purchases 2,246 14, , ,244 Accumulated adjustments: Raw and subsidiary materials and consumables (5,736) (3,699) Products & work in progress (13,864) (13,864) Finished goods (2,981) (3,153) Merchandise (6,403) (4,107) (28,985) (24,822) 284, ,421 The balance under heading Merchandise essentially refers to real estate projects located in Portugal and in Latin America aimed at marketing and development respectively. During the year of 2015, the increase observed in the heading Merchandise was essentially due to the acquisition of land in Latin America (32,466 thousand euros) for the development of a real estate and tourism project in forthcoming years. The balance under heading Finished goods essentially refers to fractions for sale of real estate projects concluded in Portugal (particularly Edifício Âncora Douro) and in Angola.

160 158 CONSOLIDADATED REPORT AND ACCOUNTS 2015 The balance in the heading Products and work in progress refers, essentially, to property projects in course in Central Europe (mainly in Poland) and Mozambique. During the year of 2015, the reduction in the heading Products and work in progress, was essentially due to the disposal of subsidiaries Bergamon and Jeremiasova, which held land in Slovakia and in the Czech Republic. As at 31 st December 2015, the balance in the heading Raw and subsidiary materials and consumables, essentially refers to construction materials located in Africa (about 67 million euros) and in Portugal (about 7 million euros) and in Poland (about 5 million euros). As at 31 st December 2015 and 2014, adjustments to inventories of Raw and subsidiary materials and consumables and Products and work in progress refer essentially to the suitability of the accounting value of inventories in Angola and Portugal at their net realisable value. The movement in the accumulated adjustments to inventories, for the years ended on 31 st December 2015 and 2014, is as follows: Opening Balance 24,822 15,862 Increase (Note 10) 5,528 2,304 Reduction (1,480) (157) Utilization (481) Exchange differences 596 Transfers & variation of perimeter (11) 6,813 28,985 24,822 With the exception of some real estate projects in Poland, the Group has no other inventories given as guarantee for loans received. For the purposes of the calculation of the net realisable value of inventories, particularly property valuation methods described in Note 22 were used. As a result of impairment tests performed, the need for the strengthening of impairment was not identified.

161 CONSOLIDATED FINANCIAL INFORMATION OTHER ASSETS a) Loans and receivables The information on loans and accounts receivable from customers, for the years ended on 31 st December 2015 and 2014, is broken down as follows: Non-current Current Customers Trade accounts receivable: Gross amount: Europe Engineering & Construction 7,339 40, , ,702 Europe Environment & Services 3,247 1, , ,363 Africa 8, , ,028 Latin America 97,440 82,487 Other, eliminations & intra-group (0) (95,660) (96,192) 19,563 42,064 1,056,620 1,083,387 Accumulated impairment losses (1,529) (1,621) (121,200) (111,776) 18,034 40, , ,611 Trade accounts Bills receivable ,968 4,129 18,510 40, , ,740 During the year of 2015, reduction in the customer balance, current account (non-current) in Europe Engineering & Construction was essentially due to the assignment on a definitive basis of debt of the Regional Government of Madeira. During the year of 2015, the increase witnessed in accumulated Impairment losses was essentially due to the strengthening of impairment for customers in the Africa segment. The information on loans and accounts receivable from customers, for the years ended on 31 st December 2015 and 2014, is broken down as follows: Non-current Current Other debtors Associates and related companies Gross amount 39, ,244 8,220 2,773 Accumulated impairment losses (6,391) (6,405) 32, ,839 8,220 2,773 Advances to suppliers 66,116 57,653 State & other public entities (except Corporate income tax) 18,982 18,783 22,980 30,644 Other Gross amount 15,357 22, , ,690 Accumulated impairment losses (31,248) (23,173) 15,357 22, , ,517 66, , , ,586 CUSTOMERS AND OTHER DEBTORS 85, ,093 1,224,364 1,260,326

162 160 CONSOLIDADATED REPORT AND ACCOUNTS 2015 As at 31 st December 2014, the value recorded under the heading Advances to suppliers included 14,240 thousand euros relative to advances to purchase EGF. As at 31 st December 2014, the value recorded under the heading Other debtors Associates and related companies included balances in debt of associates and jointly controlled entities, particularly Ascendi Group, Indaqua Group and OBOL Group. Given the sale intentions, the amounts of Ascendi and Indaqua were reclassified into the heading Non-current assets held for sale (Note 38). The heading Other debtors Other includes balances related with the integration of ACEs, customer retentions, ceding of materials to consortia and balances receivable from consolidated companies by the equity method. The exposure of the Group to credit risk is attributable, above all, to the accounts receivable of its operating activity. Accumulated impairment losses were estimated by the Group, in accordance with its experience and based on its appraisal of overall economic and financial circumstances. The Group s Board of Directors believes that the value at which these assets are recorded in the statement of financial position is close to their fair value. The Group does not charge any interest costs provided that the payment deadlines established with their customers are observed. Once these deadlines are reached, interest is charged as defined contractually, pursuant to the law in force and applicable to each situation. As at 31 st December 2015 and 2014, the aging structure of the commercial balances relative to financial assets that were not impaired, was as follows: Agging of the balance sheet 2015 Customers Other Overdue Amounts ]0 ; 3] months 39,882 63,885 ]3 ; 12] months 252,805 40,484 ]1 ; 3] years 244,098 24,929 Over 3 years 217,150 41, , ,851 Not overdue amounts 203,964 32,165 TOTAL 957, ,016 Agging of the balance sheet 2014 Customers Other Overdue amounts ]0 ; 3] months 72,192 63,640 ]3 ; 12] months 295,832 40,483 ]1 ; 3] years 176,411 68,387 Over 3 years 246,061 27, , ,060 Not overdue amounts 226,163 16,009 TOTAL 1,016, ,069

163 CONSOLIDATED FINANCIAL INFORMATION 161 As at 31 st December 2015, the Group s net exposure of accumulated impairment losses to balances aged over one year primarily arose from confirmed debts of public entities (State, public institutions in Angola, Mozambique and Malawi), of some African private customers (mainly held by or dependent on public companies), withheld amounts of guarantees provided to customers and customer balances with debt settlement agreements, where the Group s Board of Directors believes that these accounts receivable are not impaired. Adjustments to accounts receivable due to impairment losses are recorded when there is objective indication that the Group will not receive the full amounts to which it was entitled pursuant to the original terms of established contracts. The adjustments are calculated considering the age of the accounts receivable, the risk profile of the debtor and their economic and financial conditions. As at 31 st December 2015 and 2014, the balance under heading Income tax broke down as follows: Corporate income tax 16,033 9,728 16,033 9,728 The movement in impairment losses in loans and accounts receivable for the years of 2015 and 2014 broke down as follows: Trade accounts receivable: Opening balance 113,397 93,355 Increase 27,229 29,320 Reduction (15,275) (11,845) Utilization (772) (392) Transfers & perimeter variation (1,850) 2, , ,397 Other debtors: Opening balance 29,578 31,471 Increase 4, Reduction (1,118) (79) Utilization (24) Transfer & perimeter variation 5,134 (2,300) 37,639 29,578 b) Other non-current assets As at 31 st December 2015, the heading Other non-current assets essentially includes values related to accrued income associated with construction projects in Peru and in Central Europe. As at 31 st December 2014, the heading Other non-current assets essentially included values related to accrued income associated with construction projects in Mexico.

164 162 CONSOLIDADATED REPORT AND ACCOUNTS 2015 c) Other current assets As at 31 st December 2015 and 2014, the heading Other current assets is broken down as follows: Accrued income Production not invoiced 460, ,687 Interest receivable 1, Other accrued income 4,630 13, , ,137 Deferred costs Insurance 7,279 4,690 Other deferred costs 52,100 98,661 59, , , ,488 As at 31 st December 2015, the heading Production not invoiced is broken down by business segment as follows: 153,137 thousand euros in the Africa segment, an increase mainly related to Angola and Zambia (84,807 thousand euros in 2014), 257,275 thousand euros in the Latin America segment (106,125 thousand euros in 2014), an increase mainly related to Mexico and 50,116,000 Euros in the Europe Engineering & Construction segment (54,755 thousand euros in 2014). As at 31 st December 2015, the heading Other deferred costs includes essentially deferred costs relative to Production in the Africa and Latin America segments amounting to 33,346 thousand euros and 11,128 thousand euros, respectively (68,881 thousand euros in 2014 in the Africa segment). As at 31 st December 2015 and 2014, the information on construction contracts in progress is broken down as follows: Construction costs incurred up to date 6,418,015 6,210,882 Construction costs incurred during the year 1,679,261 1,753,801 Income recognised up to date 7,377,563 7,062,324 Income recognised during the year 1,904,389 2,047,691 Advances received by customers 213, ,202 Retentions held by customers 69,799 95,816 Guarantees given to customers 620, ,718 Accrued income excess of production over billing 369, ,580 Deferred income shortfall of production over billing 31,473 23,626 d) Cash & cash equivalents Cash and cash equivalents include cash held by the Group and short term bank deposits with original maturity equal to or less than three months, for which the risk of alteration of value is insignificant. The value at which this group of assets is recorded is close to its fair value.

165 CONSOLIDATED FINANCIAL INFORMATION 163 The amounts concerning the heading Cash and recourse cash equivalents, referring to the years ended on 31 st December 2015 and 2014, broke down as follows: Demand deposits Term deposits (1) Total Other treasury applications 6,332 5,040 6,332 5,040 Bank deposits & cash in hand Sight deposits 266, ,563 62,391 73, , ,821 Cash in hand 5,757 5,745 5,757 5, , ,349 62,391 73, , ,606 (1) Includes the amount of 68,067 thousand euros recorded in non-current in As at 31 st December 2015 and 2014, there were 31,584 thousand euros and 73,257 thousand euros, respectively, recorded under Cash and cash equivalents not immediately available, due to having been in guarantee or being blocked, pursuant to contracts assumed with financial institutions. The amounts concerning the heading Cash and cash equivalents without recourse Demand deposits referring to the years ended on 31 st December 2015 and 2014, broke down as follows: Demand deposits Other treasury applications 993 Bank deposits & cash in hand Bank deposits 101,942 Cash ,946 The amounts under the heading Cash and cash equivalents without recourse are associated with debt in Project Finance of EGF companies. 24. SHARE CAPITAL AND RESERVES Capital In October 2015, the subsidiary of Mota-Engil for the African region, Mota-Engil Africa, announced a self-tender programme at a price offer of euros per share, as well as delisting from Euronext Amsterdam. The offer was successful and the shares of Mota-Engil África were delisted on 10 December In the context of the aforesaid self-tender process, Mota-Gestão e Participações, SGPS, SA (MGP), holding at the time 12.6% of the share capital of Mota-Engil Africa, accepted the terms of the offer and showed its willingness to dispose of its shares for euros per share, undertaking to apply an equivalent amount to the revenue it obtained from the subscription of an increase in the share capital that Mota-Engil announced then, with a subscription price of euros.

166 164 CONSOLIDADATED REPORT AND ACCOUNTS 2015 Moreover, following subsequent contacts between MGP and Mota-Engil, the latter acquired all shares of Mota-Engil Africa previously held by MGP, for the same price offered by Mota Engil África in the process of share buyback. Therefore, within the scope of the aforesaid increase in the share capital, MGP subscribed 31,103,942 shares in the form of cash inflow with said inflow composed of credits MGP held over Mota-Engil amounting to 77,181 thousand euros (as a result of the acquisition of Mota Engil África shares to MGP) and of other shareholders who made 1,765,504 shares in cash amounting to 4,381 thousand euros. In the light of the above, the share capital of Mota-Engil, as at 31 st December 2015, fully subscribed and paid up, totalled 237,505,141 euros (it totalled 204,635,695 Euros in 2014) and was represented by 237,505,141 bearer shares with a nominal value of 1 euro each. During the year of 2015, the fulfilled capital requirements set in Portuguese law, particularly in article 35 of the Companies Code, were met. Treasury shares During the year ended on 31 st December 2015, as approved at the General Meeting of Shareholders held on 28 th May 2015, the Group acquired several tranches of equity (1,559,742 shares) at an average cost of 1.98 euros per share, as broken down below: 2015 Quantity Average cost Amount Opening balance Increases September 1,470, ,917 October 89, ,559, ,084 SALDO FINAL 1,559, ,084 During the year ended on 31 st December 2014, as approved by the Shareholders General Meeting held on 27 th December 2013, the Group disposed of all its treasury shares (11,101,379 shares) in a private offer process (outside of the stock market) at the price of 4.65 euros per share. As a result of said disposal, Mota-Engil SGPS, S.A. no longer holds treasury shares. Issue premiums Issue premiums correspond to premiums obtained through the issue or increase of share capital. Pursuant to the Portuguese commercial legislation, the values included under this heading follow the procedures established for the Legal reserve, that is, the values are not distributable except in the event of liquidation, but may be used to absorb losses, after all other reserves have been depleted, and for incorporation in the share capital. Following the share capital increase in the year of 2015, changing from 204,635,695 euros to 237,505,141 euros and given that the subscription price of shares ( euros) was higher than their nominal value, an issue premium of 48,149 thousand euros was produced.

167 CONSOLIDATED FINANCIAL INFORMATION 165 Legal reserve The Portuguese commercial legislation establishes that at least 5% of the annual net income must be assigned to increasing the Legal reserve until it represents at least 20% of the share capital. This reserve is not distributable except in the event of liquidation, but may be used to absorb losses, after all other reserves have been depleted, and for incorporation in the share capital. Fair value reserve derivatives The Fair value reserve Derivatives reflects the net changes in the fair value of cash flow hedge derivative financial instruments which are considered effective (Note 26. Derivative financial instruments) and cannot be distributed or used to absorb losses. Fair value reserve financial assets available for sale The Fair value reserve Financial assets available for sale reflects the changes in the fair value of financial assets held for sale and cannot be distributed or used to absorb losses. Currency conversion reserve Currency conversion reserves reflect changes in the currency conversion of the financial statements of branch offices stated in a currency other than the euro and cannot be distributed or used to absorb losses. Revaluation reserves Revaluation reserves cannot be distributed to shareholders, unless they have been fully written-down or if the respective revalued assets have been sold. Under the terms of the Portuguese legislation, the amount of distributable reserves is determined in accordance with the individual financial statements of Mota-Engil SGPS S.A., presented pursuant to the Accounting Standardisation System (SNC). As at 31 st December 2015, there were no reserves which could be distributed. Dividends The Individual Management Report presents the following proposal: The Board of Directors proposes to the Annual General Meeting of Shareholders the following appropriation of the net income for the year, in the total sum of 15,523,664 euros and 14 cents, which includes the amounts of 500,000 euros and 250,000 euros allocated to the distribution of profits respectively, to the Board of Directors under the terms of number 3 of article 28 of the Articles of Association and to the remaining workers: a) For distribution to the shareholders, 0.05 Euros per share, subject to tax, of the total value of 11,875,257 euros and 5 cents; b) For the legal reserve, 5% of the net income for the period, totalling 776,183 euros and 21 cents; c) For free reserves, the remainder, of the value of 2,872,223 euros and 88 cents. On 28 th May 2015, the General Meeting of Shareholders approved the distribution of a dividend of 0.12 euros per share for the year of 2014, with the calculation of a total amount of 24,556,283 euros and 40 cents. These dividends were paid on 9 th June 2015.

168 166 CONSOLIDADATED REPORT AND ACCOUNTS LOANS The amounts relative to recourse debt for the years ended on 31 st December 2015 and 2014 are as follows: Current (1 year) 2 years 3 to 5 years over 5 years Non-current Total 2015 Non-convertible bond loans 215,104 45, , , ,065 Amounts owed to credit institutions Bank loans 377, , ,770 12, , ,846 Overdraft facilities 74,295 74,295 Revolving facilities 161, ,427 Other loans obtained Commercial paper issues 155,836 24,300 76, , ,812 Other loans , ,350 5, , , ,001 12, ,582 1,683, Non-convertible bond loans 10, , , , ,926 Amounts owed to credit institutions Bank loans 197, , ,947 21, , ,595 Overdraft facilities 59,340 59,340 Revolving facilities 201, ,715 Other loans obtained Commercial paper issues 81,400 35, , , ,176 Other loans 2,265 2,534 6, ,099 11, , , ,326 21, ,857 1,549,117 Although the commercial paper issues fall due at one year, they are covered by medium and long term programmes which ensure their automatic renewal over time. Under these circumstances and given that the Group s Board of Directors intends to pursue the use of said issues in the long term, said issues were recorded as due in the medium and long term. As at 31 st December 2015, there were financing operations with commitments of maintaining covenants related to levels of financial autonomy and debt ratios based on the Group s consolidated financial statements, whose conditions were negotiated in accordance with normal market practices. The amounts relative to non-recourse debt for the year ended on 31 st December 2015 are as follows: Current (1 year) 2 years 3 to 5 years over 5 years Non-current Total 2015 Amounts owed to credit institutions Bank loans 32,435 30,579 79,473 93, , ,563 Overdraft facilities 8,099 8,099 40,534 30,579 79,473 93, , ,662

169 CONSOLIDATED FINANCIAL INFORMATION 167 The amounts of non-recourse debt are associated with EGF companies and to the company used to finance its acquisition (Suma Tratamento). As at 31 st December 2015 and 2014, loans obtained are denominated in the following currencies: Bonds Credit institutions Commercial paper Other loans Total 2015 Czech crowns US dollars 68, , ,195 euros 484, , ,812 5,052 1,380,920 Angola kwanzas 147, ,839 Peruvian new sol 11,908 11,908 Mexican pesos 33,921 33,921 South African rands 4,974 4,974 Brazilian real 30,534 30,534 Polish zlotys 24,334 24,334 Other 2,326 2, ,065 1,112, ,812 5,052 1,927, Czech crowns US dollars 61, , ,614 euros 405, , ,176 10,848 1,157,393 Angola kwanzas 25, ,855 Mexican pesos 20,633 20,633 South African rands 4,907 4,907 Brazilian real 23,949 23,949 Polish zlotys 27,312 27,312 Other , , ,176 11,364 1,549,117 The average interest rates paid in the main loans obtained during the fiscal years of 2015 and 2014 are as follows: Average rates (%) Rates range (%) Average rates (%) Rates range (%) Non-convertible bond loans 6.22 [5.27 ; 6.85] 6.86 [5.43 ; 7.1] Amounts owed to credit institutions: Bank loans 5.80 [0.26 ; 38.38] 6.03 [2.09 ; 39.5] Overdraft facilities 5.16 [3.02 ; 35] 6.44 [4.18 ; 39] Revolving facilities 9.57 [3 ; 16.23] 9.27 [3.93 ; 17.38] Other loans obtained: 9.12 [0.15 ; 13.01] 3.85 [0.26 ; 10] Commercial paper issues 3.24 [1.44 ; 4.96] 3.27 [1.64 ; 4.88] As at 31 st December 2015, 66% of gross debt was contracted at a variable rate and its average cost amounted to 6.5%.

170 168 CONSOLIDADATED REPORT AND ACCOUNTS 2015 Moreover, on 31 st December 2015, as a result of the successful completion of the bond issue and exchange operation that took place in July 2015 amounting to 95 million euros, the average debt life was 2.5 years. In this respect, we should highlight forthwith agreements entered into with some financial institutions in 2016 which enabled the reduction of the amount of debt with a term of less than 1 year by about 380 million euros. The main debenture loans and commercial paper programmes obtained by the Group in force on 31 st December 2015 and 2014 are as follows: 2015 Type of issue/issuer Date of emission Date of reimbursement Indexation Reimbursement conditions BOND LOANS: Mota Engil SGPS Dec/11 Dec/16 Euribor 6M + 5.5% i) 10,000 Mota Engil SGPS Dec/12 Dec/17 Euribor 6M % ii) 15,000 Mota Engil SGPS Sep/13 Sep/17 Euribor 6M + 5.5% ii) 20,000 Mota Engil SGPS Mar/13 Mar/16 Fixed Rate 6.85% ii) 154,178 Mota Engil SGPS Apr/13 Apr/16 Fixed Rate 7.5% ii) 37,175 Mota Engil SGPS Apr/14 Apr/19 Fixed Rate 5.5% ii) 110,000 Mota Engil SGPS Jun/14 Jun/18 Fixed Rate 4.375% ii) 22,963 Mota Engil SGPS Jul/14 Feb/20 Fixed Rate 3.9% ii) 95,000 Mota Engil SGPS Dec/15 Dec/18 Euribor 6M % ii) 15,000 Mota Engil Engenharia e Construção África Dec/13 Dec/18 Euribor 6M % i) 65,000 Suma Oct/13 Oct/18 Euribor 6M % iii) 10,000 COMMERCIAL PAPER PROGRAMMES: Mota Engil SGPS Nov/08 Nov-18 Mota Engil SGPS Nov/06 Nov-16 Euribor of the period % Euribor of the period + 3.5% Amount Maturity 56,000 10,000 Direct placement: from 7 to 364 days/auctioning: from 1,2,3,4,5 or 6 months Direct placement: from 7 to 360 days Mota Engil SGPS Dec/12 Dec-17 Euribor 3M + 5% 9,250 Direct placement: quarterly Mota Engil SGPS e Mota Engil Ambiente e Serviços Jan/07 Jan-19 Mota Engil Engenharia e ME Eng. África Jun/14 Jun-19 Mota Engil Engenharia, ME SGPS e ME África ( 50M) Dec/10 Jan-16 Mota Engil Engenharia Jan/13 Jan-16 Mota Engil Engenharia Aug/14 Aug-18 i) Interest and repayment in 10 half-yearly instalments. ii) Interest paid in half-yearly instalments and single repayment upon the maturity of the contract. iii) Interest paid in half-yearly instalments and single repayment upon the maturity of the contract. Euribor of the period + 1.5% Euribor of the period + 4.7% Euribor of the period + 5.1% Euribor of the period % Euribor of the period +2% 50,050 From 1,3,6 to 12 months 40,000 50,000 13,000 25,000 Direct placement: from 7 to 180 days Current issue of 3 months, direct placement: from 90 to 181 days/auctioning: from 3,4,5 or 6 months Direct placement: from 7 to 90 days/auctioning: from 7 to 90 days Direct placement: from 7 to 90 days/auctioning: from 7 to 90 days

171 CONSOLIDATED FINANCIAL INFORMATION Type of issue/issuer Date of emission Date of reimbursement Indexation Reimbursement conditions BOND LOANS: Mota Engil SGPS Dec/11 Dec/16 Euribor 6M + 5.5% i) 10,000 Mota Engil SGPS Dec/12 Dec/17 Euribor 6M % ii) 15,000 Mota Engil SGPS Sep/13 Sep/17 Euribor 6M + 5.5% ii) 20,000 Mota Engil SGPS Mar/13 Mar/16 Fixed Rate 6.85% ii) 175,000 Mota Engil SGPS Apr/13 Apr/16 Fixed Rate 7.5% ii) 37,175 Mota Engil SGPS Apr/14 Apr/19 Fixed Rate 5.5% ii) 110,000 Mota Engil SGPS Jun/14 Jun/18 Fixed Rate 4.375% ii) 20,591 Mota Engil Engenharia e Construção África Dec/13 Dec/18 Euribor 6M +6.75% i) 70,000 Suma Oct/18 Oct/18 Euribor 6M % iii) 10,000 COMMERCIAL PAPER PROGRAMMES: Mota Engil SGPS Nov/08 Nov/15 Mota Engil SGPS Nov/06 Nov/16 Euribor of the period % Euribor of the period + 3.5% Amount Maturity 56,000 10,000 Direct placement: From 7 to 364 days/ Auctioning: From 1,2,3,4,5 or 6 months Direct placement: From 7 to 360 days Mota Engil SGPS Dec/12 Dec/17 Euribor 3M + 5% 14,050 Direct placement: quarterly Mota Engil SGPS Dec/13 Dec/15 Mota Engil SGPS e Mota Engil Ambiente e Serviços Mota Engil SGPS, ME Eng e ME Eng África Jan/07 Dec/10 Jan/19 Dec/17 Mota Engil Engenharia Jun/07 Jan/16 Mota Engil Engenharia Jan/13 Jan/16 Mota Engil Engenharia Agu/14 Aug/18 Mota Engil Engenharia e ME Eng. África Jun/14 Jun/19 Tertir Jul/07 Jul/17 i) Repayment and interest paid in 10 half-yearly instalments. ii) Interest paid in half yearly instalments and single repayment upon the maturity of the contract. iii) Interest paid in half yearly instalments and single repayment upon the maturity of the contract. Euribor of the period + 4.3% Euribor of the period + 1.5% Euribor of the period + 5.1% Euribor of the period + 2.0% Euribor of the period % Euribor of the period + 2% Euribor of the period + 4.7% Euribor of the period + 2.0% 20,000 Auctioning: From 7 to 365 days 57,750 From 1, 3, 6 to 12 months 50,000 6,900 30,000 25,000 40,000 15,000 Current issue of 3 months / Direct placement: from 90 to 181 days / Auctioning: from 3,4,5 or 6 months Direct placement: From 7 to 360 days Direct placement: From 7 to 90 days/ Auctioning: From 7 to 90 days Direct placement: From 7 to 90 days/ Auctioning: From 7 to 90 days Direct placement: From 7 to 180 days Direct placement: From 28 to 33 days

172 170 CONSOLIDADATED REPORT AND ACCOUNTS 2015 The debt incurred through other loan contracts of a value above 10,000 thousand euros is broken down as follows: 2015 Issuer Type of loan Amount of the loan Amount in debt Other operations: Mota-Engil, SGPS Medium & long term loan 75,922 62,019 Mota-Engil, SGPS Revolving facilities 17,000 14,442 Mota-Engil, SGPS Overdraft facilities 15,500 13,672 Mota-Engil Engenharia Medium & long term loan 44,000 25,487 Mota-Engil Engenharia Short term loan 10,000 7,500 Mota-Engil Engenharia Revolving facilities 30,000 24,035 Mota-Engil Engenharia Overdraft facilities 30,200 8,059 Mota-Engil Europa Medium & long term loan 40,000 40,000 Mota-Engil Real Estate Portugal Medium & long term loan 26,500 25,000 Mota-Engil Angola Short term loan 19,617 19,617 Mota-Engil Angola Revolving facilities 56,821 51,469 Vista Waste Medium & long term loan 22,198 22,198 Mota-Engil Engenharia e Contrução África Medium & long term loan 120, ,220 Mota-Engil Engenharia e Contrução África Overdraft facilities 37,695 26,003 Mota-Engil México Medium & long term loan 13,342 13,342 Suma Medium & long term loan 72,505 72,505 Suma Tratamento Medium & long term loan 105, ,000 Resinorte Medium & long term loan 30,000 23, Issuer Type of loan Amount of the loan Amount in debt Other operations: Mota-Engil, SGPS Medium & long term loan 39,836 39,836 Mota-Engil, SGPS Revolving facilities 37,000 36,920 Mota-Engil Engenharia Medium & long term loan 75,957 75,957 Mota-Engil Engenharia Revolving facilities 30,000 20,117 Mota-Engil Engenharia Overdraft facilities 41,800 10,864 Mota-Engil Ambiente e Serviços Medium & long term loan 10,703 10,703 Mota-Engil Angola Short term loan 23,179 23,179 Mota-Engil Angola Revolving facilities 67,140 49,526 Mota-Engil Engenharia e Contrução África Medium & long term loan 10,000 10,000 Mota-Engil Engenharia e Contrução África Revolving facilities 19,695 19,695 Mota-Engil Engenharia e Contrução África Overdraft facilities 15,000 5,229 Mota-Engil México Medium & long term loan 11,567 11,567 Mota-Engil Peru Medium & long term loan 35,417 35,417 MEBR Participações e Consultoria (Bra) Medium & long term loan 11,488 11,488 Suma Medium & long term loan 66,000 21,176 Tertir Medium & long term loan 39,869 39,869 The amounts considered under Other loans essentially refer to loans received from the Portuguese Agency for Investment (AICEP) and the Institute of Support to Small and Medium-sized Companies and to Investment (IAPMEI) as support to investment. These loans do not earn interest.

173 CONSOLIDATED FINANCIAL INFORMATION DERIVATIVE FINANCIAL INSTRUMENTS The Group uses derivative financial instruments, particularly for interest rate and exchange rate, to manage its exposure to movements in the interest rates and exchange rates in currencies in force in its funding contracts. As at 31 st December 2015 and 2014, the following derivative financial instruments are contracted by the Group: Subsidiary Type Counterpart Beginning Notional Fair value Contracted rates Maturity Mota Engil SGPS Forward Caixa Geral de Depósitos Aug/ Apr/ Mota Engil SGPS Forward Caixa Geral de Depósitos Aug/14 1,399 EUR/USD Oct/ Mota Engil SGPS Forward Caixa Geral de Depósitos Aug/14 38,569 EUR/USD Apr/16 8,975 3,929 8,975 4,214 Empresa Construtora Brasil Forward Santander Totta Jan/ Jan/16 69 Empresa Construtora Brasil Forward Santander Totta Mar/15 76 Mar/16 14 Empresa Construtora Brasil Forward Santander Totta Sep/ Aug/ Empresa Construtora Brasil Forward Santander Totta Mar/15 1,392 Jan/ ,349 4,214 Mota Engil Engenharia Collar BNP Paribas Fortis Jul/07 30,000 CAP 5.17%; Floor 3.00% Jun/15 (131) Mota Engil Engenharia Swap Santander Totta Aug/14 25,000 Variable rate (eur 3M/360 Aug/18 (188) (183) Fixed rate 0.41%) (188) (313) The criteria used in the classification and valuation of these derivative financial instruments are described in subparagraph ix) f) of the Main valuation criteria in Note 1.3. The calculation of the fair value of the derivative financial instruments contracted by the Group was carried out by the respective counterparts, which are considered to be suitable/ independent financial entities of recognised merit. The valuation models employed were based on the discounted cash flow method: using par rates of swaps, listed on the interbank market and available on Reuters and Bloomberg pages, for the relevant periods, with calculation of the respective forward rates and discount factors which were used to discount fixed cash flow (fixed leg) and variable cash flow (floating leg). The sum of the two legs is equivalent to the net present value (NPV). During the years of 2014 and 2015, the Group contracted forward exchange rates, amounting to 50,000 thousand dollars to hedge the cash flows of a debenture loan obtained in that currency. Although these derivatives were not formally designated hedging instruments and therefore were not treated in accordance with hedge accounting rules pursuant to IAS 39, it allows the quite significant mitigation of the effect of exchange rate changes in the above mentioned loan. As a result, fair value changes in these derivative financial instruments are recorded directly in the financial results in the income statement. The remaining derivative financial instruments were formally designated hedging instruments and, meeting the requirements pursuant to IAS 39, were treated under hedge accounting rules.

174 172 CONSOLIDADATED REPORT AND ACCOUNTS 2015 As at 31 st December 2015 and 2014, the following impacts on the shareholders equity of the Group are associated with derivative financial instruments contracted by their subsidiaries: Shareholders' equity before net profit of the year (I) 639, ,899 Impact of fair value of derivative financial instruments of subsidiaries consolidated by the full consolidation method (II) (143) (238) Impact of fair value of derivative financial instruments of associated companies consolidated by the equity method (III) (136,151) (165,851) TOTAL EQUITY EXCLUDING THE IMPACT OF FAIR VALUE OF DERIVATIVE FINANCIAL INSTRUMENTS (IV)=(I)-(II)-(III) 775, ,989 The impact of the fair value of derivative financial instruments of associates and jointly controlled companies refers to the Group s exposure to derivative financial instruments, essentially for SUBGROUPS Indaqua (-10,649 thousand euros in 2015 and -11,480 thousand euros in 2014) and Ascendi (-112,867 thousand euros in 2015 and -140,135 thousand euros in 2014) consolidated through the equity method up to 30 th September TRADE LIABILITIES & OTHER LIABILITIES PAYABLE The information on trade liabilities and other liabilities payable, for the years ended on 31 st December 2015 and 2014, is broken down as follows: Non-currents Currents Suppliers: Europe Engineering & Construction 13,721 10, , ,247 Europe Environment & Services 71,826 78,348 Africa 933 2, , ,579 Latin America 108,802 75,798 Others, eliminations & intra-group (3) (47) (163,188) (169,179) 14,651 12, , ,792 Suppliers of fixed assets 103, ,818 83,321 77,764 Associates & other shareholders 2, ,656 25,945 Customer prepayments on account of Sales 5,421 21, , ,508 State & other public entities (except Corporate income tax) 46,354 53,447 Other creditors 10,503 6, , , , , , , , ,832 1,064,007 1,011,814 As at 31 st December 2015 and 2014, the heading Suppliers includes the amounts of approximately 31,400 thousand euros and 36,600 thousand euros, respectively, relative to confirming contracts. These amounts essentially concern debts from subcontracting for ongoing works awarded to the Group. As at 31 st December 2015, the increase in the heading Suppliers in Latin America is essentially accounted for by the business increase which occurred in that region during the year of 2015.

175 CONSOLIDATED FINANCIAL INFORMATION 173 As at 31 st December 2015 and 2014, the value recorded under the heading Others, eliminations and intragroup included essentially balances between companies from the Africa segment and the Europe Engineering & Construction segment. As at 31 st December 2015 and 2014, the value recorded under the heading Associates and other shareholders includes balances owed by Group companies to associates and jointly controlled entities and balances owed to shareholders who are partners of the Group, namely partners of Mota-Engil Angola and of Suma Group. At the 31 st of December 2015 and 2014, the balance to be paid classified as current refers essentially to dividends allocated and unpaid by said companies to the respective shareholding stakeholders. As at 31 st December 2015 and 2014, the heading Other creditors Current includes the amounts related to factoring with recourse and discounted bills amounting to 66,088 thousand euros and 78,609 thousand euros respectively, which in case of factoring do not have a defined contractual maturity. The Group s Board of Directors believes that the value at which these liabilities are recorded in the statement of financial position is close to their fair value. As at 31 st December 2015 and 2014, the residual contractual maturity of the balances recorded under the heading Suppliers was as follows: Outstanding contractual maturity: ] 0 ; 1 ] month 294, ,480 ] 1 ; 3 ] months 88,602 74,036 ] 3 ; 12 ] months 53,436 40,276 ] 1 ; 3 ] years 3,400 9,820 Over 3 years 11,251 2, , ,579 As at 31 st December 2015 and 2014, the residual contractual maturity of the balances recorded under the heading Other creditors was as follows: Outstanding contratual maturity: ] 0 ; 1 ] month 108,158 93,919 ] 1 ; 3 ] months 12,282 13,831 ] 3 ; 12 ] months 4,906 (0) ] 1 ; 3 ] years 2,333 6,020 Over 3 years 8,171 Factoring 66,088 78, , ,379

176 174 CONSOLIDADATED REPORT AND ACCOUNTS 2015 As at 31 st December 2015 and 2014, the Group had liabilities as lessor recorded under the heading Suppliers of fixed assets, relative to lease payments of finance lease contracts amounting to 149,205 thousand euros and 172,811 thousand euros respectively, with the following maturity periods: Outstanding rents on lease contracts Present value of lease contract Maturity year 51,633 61,617 46,574 54,993 2 years 36,370 42,603 33,151 38,971 3 years 26,931 24,797 25,239 22,877 4 or more years 47,800 62,636 44,241 55, , , , ,811 Interest included in the rents (13,529) (18,843) PRESENT VALUE OF LEASE CONTRACT RENTS 149, , , ,811 As at 31 st December 2015 and 2014, the most significant finance lease contracts were as follows: 2015 Contracting party Amount Asset Lease period Purchase option Correia & Correia 1,278 Building 20 years 26 Empresa Construtora Brasil 983 Sundry equipment 5 years Empresa Construtora Brasil 1,315 Sundry equipment 10 years ME Central Europe Polónia 6,207 Sundry equipment 5 years 252 ME Central Europe Polónia 1,055 Sundry equipment 6 years 106 ME Central Europe Polónia 1,481 Sundry equipment 7 years 20 ME Engenharia 10,064 Sundry equipment 3 years 201 ME Engenharia 14,377 Sundry equipment 4 years 307 ME Engenharia 5,200 Sundry equipment 5 years 104 ME Engenharia 3,655 Sundry equipment 7 years 73 ME Engenharia 1,438 Sundry equipment 8 years 72 Mota-Engil Angola 6,121 Sundry equipment 5 years Mota-Engil Engenharia e Construção África 3,780 Sundry equipment 2 years 151 Mota-Engil Engenharia e Construção África 50,730 Sundry equipment 4 years 1,815 Mota-Engil México 2,496 Sundry equipment 3 years PTT 3,582 Land & Construction 10 years 72 Takargo 24,140 Railway locomotives 25 years 121 Takargo 11,944 Railway wagons 25 years 60

177 CONSOLIDATED FINANCIAL INFORMATION Contracting party Amount Asset Lease period Purchase option Correia & Correia 1,278 Building 20 years 26 Empresa Construtora Brasil 1,271 Sundry equipment 4 years 1 Empresa Construtora Brasil 1,760 Sundry equipment 10 years Empresa Construtora Brasil 1,316 Sundry equipment 5 years ME Central Europe Polónia 2,634 Sundry equipment 6 years 181 ME Central Europe Polónia 1,075 Sundry equipment 10 years 319 ME Central Europe Polónia 7,475 Sundry equipment 5 years 262 ME Central Europe Polónia 1,486 Sundry equipment 7 years 15 ME Engenharia 10,064 Sundry equipment 3 years 201 ME Engenharia 12,094 Sundry equipment 4 years 262 ME Engenharia 10,106 Sundry equipment 5 years 155 ME Engenharia 3,578 Sundry equipment 7 years 73 ME Engenharia 1,394 Sundry equipment 8 years 72 Mota-Engil Angola 7,818 Sundry equipment 4 years Mota-Engil Engenharia e Construção África 70,937 Sundry equipment 4 years 2,229 Mota-Engil México 3,974 Sundry equipment 3 years PTT 3,582 Land & Construction 10 years 72 Socarpor Aveiro 1,976 Port Granty 8 years 40 Socarpor Aveiro 3,300 Port Granty 12 years 66 Socarpor Aveiro 13,058 Sograin infrastructures 12 years 261 Sotagus 7,000 Porch 5 years 148 Sotagus 4,000 Porch 7 years 80 Takargo 24,140 Railway locomotives 25 years 121 Takargo 11,944 Railway wagons 25 years 60 TCL 3,021 Sundry equipment 4 years 60 As at 31 st December 2015 and 2014, the net book value of assets under finance lease contracts was broken down as follows: Land & Buildings 4,239 4,760 Basic equipment 164, ,218 Transport equipment 30,404 30,744 Administrative equipment 349 Other fixed assets 1,677 1,130 Intangible assets (Concessions) 14,224 17, , ,093 As at 31 st December 2015 and 2014, the heading Income tax broke down as follows: Corporate income tax 12,514 3,301 12,514 3,301

178 176 CONSOLIDADATED REPORT AND ACCOUNTS PROVISIONS The information on provisions, for the years ended on 31 st December 2015 and 2014, may be summarised as follows: Liabilities arising from defined benefit pension plans (Note 31. Retirement benefits plans) 10,111 9,540 Other pensions 2,774 1,708 Indemities for termination of fixed-term employment contracts 1, Sealing & monitoring of landfills 6,302 7,734 Provisions for investments accounted under the equity method 4,242 2,639 Legal proceedings 6,491 4,959 Provisions related to the investment obligations under the scope of IFRIC 12 19,389 Provisions for construction warranties 79,024 59,072 Other contingencies 13,207 19, , ,120 The provisions for the sealing and monitoring of landfills essentially refer to the Suma Group. The provision for investment stipulated under IFRIC 12 referred to Tertir Group and reflected the contractual obligation on the part of the concessionaires, to make certain investments during the concession period and which the concessionaires were entitled to use until the end of their validity. Following the decision to dispose of the Port and Logistics business, this provision was reclassified under the heading Non-current liabilities held for sale (Note 38). Provisions for work warranties derive from construction contracts carried out by the Group and essentially refer to Mota-Engil Angola and to Mota-Engil Engenharia. The provisions for other contingencies include estimated costs with various contingencies of a legal, tax-related and judicial nature. The information relative to the movement of provisions, relative to the fiscal years of 2015 and 2014, is as follows: 2015 Opening balance Increase Reduction Utilization Transfers, perimeter variation and exchange differences Closing balance Liabilities arising from defined benefit pension plans (Note 31. Retirement benefits plans) 9, ,111 Other pensions 1,708 1,066 2,774 Indemities for termination of fixed-term employment contracts ,049 Sealing & monitoring of landfills 7, (1,664) 6,302 Legal proceedings 4,959 2,886 (9) (1,344) 6,491 Provisions related to the investment obligations under the scope of IFRIC 12 19,389 (19,389) Provisions for construction warranties 59,072 26,121 (6,170) 79,024 Other contingencies 19,532 17,734 (14,033) (10,027) 13, ,480 49,114 (21,875) (30,760) 118,959 Provisions for investments accounted under the equity method 2,639 2,582 (108) (871) 4, ,120 51,696 (21,983) (31,631) 123,201

179 CONSOLIDATED FINANCIAL INFORMATION Opening balance Increase (Note 10) Reduction (Note 10) Utilization Transfers, perimeter variation and exchange differences Closing balance Liabilities arising from defined benefit pension plans (Note 31. Retirement benefits plans) 10,186 (646) 9,540 Other pensions ,141 1,708 Indemities for termination of fixed-term employment contracts (30) 546 Sealing & monitoring of landfills 7, (7) 7,734 Legal proceedings 4,290 1,064 (395) - (1) 4,959 Provisions related to the investment obligations under the scope of IFRIC 12 20, (735) (339) 19,389 Provisions for construction warranties 49 5,621 (4,053) 57,456 59,072 Other contingencies 45, (17,201) (9,597) 19,532 88,559 8,327 (22,331) (735) 48, ,480 Provisions for investments accounted under the equity method 10,754 1,649 (7,562) (2,201) 2,639 99,312 9,976 (29,894) (735) 46, ,120 The net increase in 2015 under the heading Provisions for construction warranties, was essentially due to the increase in provisions for construction warranties in the Europe Engineering & Construction and Africa segments and the establishment of provisions for onerous construction contracts. The net increase in 2015 under the heading Other contingencies is essentially accounted for by the provisioning of legal contingencies identified in Mota-Engil SGPS. During the year of 2014, the Group changed the presentation of provisions for construction guarantees which were previously included under the heading Other current liabilities and were included under Provisions from that date onwards. The amount of 57,456 thousand euros in Transfers, variations of perimeter and exchange rate refers to that effect. The reversal of provisions recorded in 2014 under the heading Other contingencies was observed in the Europe Engineering and Construction segment and was due to the expiry of the facts for which the provisions had been made in previous years. As at 31 st December 2015, with the exception of the provisions created for the sealing and monitoring of landfills and for liabilities related to retirement plan benefits set, the date of use cannot be estimated for any of the others and, therefore, these provisions were not financially updated. Likewise, given the uncertainty for the moment in which the aforesaid provisions will be converted into liabilities, it is not possible to divulge the moments expected for the respective future outflows of resources and provisions were classified in the non current period.

180 178 CONSOLIDADATED REPORT AND ACCOUNTS OTHER CURRENT & NON-CURRENT LIABILITIES As at 31 st December 2015 and 2014, the information relative to the other non-current liabilities was as follows: Other non-current liabilities Investment subsidies 256,713 2,435 Ongoing works not billed by suppliers 2,711 1,738 Other 147, ,963 4,181 As at 31 st December 2015, the heading Investment subsidies mainly referred to EGF companies. Said subsidies were allocated to make a contribution to investments made by concession companies in waste treatment and were under recognition in the course of the validity period of each concession. As at 31 st December 2015, the heading Other mainly included regulatory liabilities of EGF companies (Note 17). As at 31 st December 2015 and 2014, the information relative to the other current liabilities was as follows: Other current liabilities Accrued costs Holiday pay & holiday bonus 41,716 38,110 Interest payable 18,424 12,101 Work in progress not billed by suppliers 368, ,544 Other accrued costs 36,292 36, , ,920 Deferred income Advance invoicing 48,054 24,884 Investment subsidies 9, Other deferred income 24,102 19,309 81,838 44, , ,639 The amount recorded under Advance invoicing refers to the application of the accounting policy described in Note 1.3. Main valuation criteria related to the recognition of revenue in construction contracts. As at 31 st December 2015 and 2014, the heading Work in progress not billed by suppliers was broken down by business segment as follows: 242,717 thousand euros (238,119 thousand euros in 2014) in the Africa segment, 72,570 thousand euros in the Latin America segment (31,274 thousand euros in 2014) and 52,802 thousand euros in the Europe Engineering and Construction segment (91,151 thousand euros in 2014). As at 31 st December 2015 and 2014, the heading Other deferred income included the amount of around 13,800 thousand euros and 13,000 thousand euros, respectively, in the Europe Environment & Services segment associated with interest on late payment debited to customers and only recognised as revenue when they were paid.

181 CONSOLIDATED FINANCIAL INFORMATION 179 The main information relating to investment subsidies awarded to the Group is as follows: 2015 Income recognition Beneficiary company Asset value Subsidy amount Deferred income Recognition of the income in 2015 Recognition of the income in 2014 Resinorte 141,661 92,262 60,467 1,259 Ersuc 145,760 98,785 59,603 1,988 Valorsul 239, ,562 49,109 1,292 Valnor 53,590 31,213 20, Amarsul 72,343 45,608 18, Algar 81,534 53,672 18,316 1,098 Resiestrela 32,156 21,373 13, Valorlis 7,837 4,210 10, Suldouro 48,109 27,658 8, Resulima 18,005 15,518 3, RTA 8,752 4,090 1, Valorminho 8,991 7,513 1, ME Engenharia (sede) 44,598 6,314 1, Correia & Correia 3, Vibeiras Capsfil 1, Enviroil II Suma Matosinhos ,395 9,684 1, Income recognition Beneficiary company Asset value Subsidy amount Deferred income Recognition of the income in 2015 Recognition of the income in 2014 ME Engenharia 44,598 6,314 1, RTA 7,620 3,108 1, Correia & Correia 3, Outros 1, Enviroil II SGA 1, ,962 1,

182 180 CONSOLIDADATED REPORT AND ACCOUNTS CONTINGENT ASSETS AND LIABILITIES As at 31 st December 2015 and 2014, the guarantees provided by the Group to third parties in the form of bank guarantees and fidelity insurance provided, particularly to owners of works whose contracts are under various companies of the Group, detailed by currency are as follows: Czech crowns 5,932 5,657 US dollars 207, ,464 Cape Verde escudos 2,118 1,128 euros 476, ,440 Hungarian forints Angola kwanzas 29,430 37,687 Malawian kwachas 7,473 4,650 Mozambican meticais 10,300 15,268 Peruvian new sol 124, ,885 Mexican pesos 155,005 72,125 South African rands 32,388 7,688 Brazilian real 54,462 63,262 Polish zlotys 99,823 69,760 Colombian pesos 62,597 91,323 Other 19,412 1,751 1,287,739 1,263,974 Details by each Group company are as follows: Áreagolfe 1,015 1,015 Emocil 1,330 2,297 Empresa Construtora Brasil 54,462 63,262 Ferrovias 2,869 Mota-Engil Engenharia Malawi Branch 24,079 83,526 Suma Group 153, ,684 Tertir Group 19,068 Manvia 2,621 2,427 ME Central Europe Czech Rep. 5,972 4,540 MEEC Africa 18,933 11,805 Mota Engil Engenharia Angola Branch 16,603 Mota-Engil Ambiente e Serviços 4,113 Mota-Engil Angola 33,366 59,170 Mota Engil Engenharia Colombia Branch 62,488 52,031 Construtora Cardel Poza Rica 44,782 Mota-Engil Central Europe Poland 95,548 75,109 Mota-Engil Engenharia 239, ,876 Sotagus 6,968 Mota-Engil Peru 194, ,418 Mota-Engil Serviços Partilhados Mota Engil Engenharia Zambia Branch 29,601 47,438 Vibeiras 8,456 7,342 Mota Engil Engenharia Mozambique Branch 53,548 17,694 Mota Engil Colombia 65,730 39,292 Mota Engil Mexico 59,932 72,125 Other 138,332 19,803 1,287,739 1,263,974

183 CONSOLIDATED FINANCIAL INFORMATION 181 As at 31 st December 2015 and 2014, the value of the guarantees given by the Group to the Portuguese tax administration, through tax proceedings relative to corporate tax income (periods of 1998, 1999, 2001, 2005, 2006 and 2009), amounted to 42,772 thousand euros (43,062 thousand euros in 2014), broken down as follows: 21,527 thousand euros in fidelity insurance (21,817 thousand euros in 2014); 17,376 thousand euros in surety (17,376 thousand euros in 2014); 3,533 thousand euros in bank guarantees (3,533 thousand euros in 2014); 336 thousand euros in property mortgage (336 thousand euros in 2014). Nevertheless, the Group legally challenged the respective additional payments and the Board of Directors believes, based on the opinion of its consultants on legal/tax matters, that said challenge will be deemed well founded and the reason that no provisions were recorded. 31. RETIREMENT PLAN BENEFITS The Group has incurred liabilities related to defined retirement plan benefits concerning some former employees and current employees and directors (directors who are founding shareholders benefit from a defined retirement plan which will allow them to obtain a pension corresponding to 80% of the salary received at the time of retirement). As at 31 st December 2015 and 2014, liabilities related to defined retirement plan benefits were all centred on Mota-Engil Engenharia and were broken down as follows: Mota Engil Engenharia 10,111 9,540 10,111 9,540 The values recognised through profit or loss relative to the pension plan for the years ended on 31 st December 2015 and 2014, were 571 thousand euros and 646 thousand euros respectively (Notes 10 and 28). On the other hand, the Group was involved in several legal proceedings, both as defendant and as claimant as at this report date. Nevertheless, taking into account the opinion of lawyers in charge of said proceedings, decisions made by some courts and the course of some of those proceedings, the Group s Board of Directors finds that provisions established in the attached consolidated financial statements reflect the best expectation on outflows of resources required to settle such obligations. As at 31 st December 2015 and 2014, information on liabilities to pensioners and to current employees and directors, as well as the respective coverage are as follows: Liabilities to pensioners 992 1,034 Liabilities to personnel in service 9,119 8,507 Provisions (Note 28. Provisions) 10,111 9,540 % of coverage 100% 100%

184 182 CONSOLIDADATED REPORT AND ACCOUNTS 2015 As at 31 st December 2015 and 2014, the actuarial studies were drawn up by an independent actuary expert certified by the Supervisory Authority for Insurance and Pension Funds (Autoridade de Supervisão de Seguros e Fundos de Pensões, ASF) and included the following assumptions: Mortality table TV 73/77 TV 73/77 Invalidity table EKV80 EKV80 Fund return rate 2.75% 3.5% Expected wage increase rate 0.0% 0.5% Pension discount rate 2.75% 3.5% Pension growth rate 0% 0% Age of retirement Variável (*) 65 Number of payments of the benefit (*) Depending on the update of the sustainability factor currently about 66 years. The accounting policy for the plan adopted by the Group is described in subparagraph xviii) of the Main valuation criteria in Note 1.3. The liabilities related to defined benefit retirement plans were calculated in accordance with the projected unit credit method, based on the most suitable actuarial and financial assumptions for the established plan. The discount rate used for the calculation of liabilities was determined by reference to market rates of bonds of companies with low risk and a deadline similar to that of settlement of liabilities. The economic crisis and the sovereign debt crisis in Southern Europe entailed volatility and disruption in the debt market of the Euro Zone, with the subsequent sudden reduction of market yields of debt of companies with better ratings and the limitation of the available basket of those bonds. Therefore, in order to maintain the representativity of the discount rate taking into account the Euro Zone as a whole, on 31 st December 2015 and 2014, information on interest rates that can be obtained in bonds denominated in euros including public debt were incorporated by the Group in the establishment of discount rate, considered as having high quality in terms of credit risk. Based on the actuarial study carried out on 31 st December 2015, the best estimate for contributions payable in 2016 amounts to 271 thousand euros. The information relative to the movement of liabilities, relative to the fiscal years of 2015 and 2014, is as follows: Liabilities at beginning of the year 9,540 10,186 Benefits paid (102) (110) Current service cost Interest cost Actuarial Losses/(Gains) 76 (1,281) 10,111 9,540

185 CONSOLIDATED FINANCIAL INFORMATION 183 The amount of liabilities to defined benefit retirement plans, as well as the respective provisions made for the last four periods is as follows: Total of Liabilities 10,111 9,540 10,186 10,129 Provisions 10,111 9,540 10,186 10,129 Surplus/deficit Liabilities to defined benefit retirement plans expose the Group to the following risks: Interest rate risk the updated value of liabilities is calculated using a discount rate set associated to bonds denominated in euros with high quality in terms of credit risk; if the discount rate decreases, liabilities will increase. Longevity risk the updated value of liabilities is calculated on the assumption of the best estimate on the expected date of death of stakeholders before and after the retirement date. Increase in the life expectancy of participants in the plan shall increase liabilities with pensions. Wage risk the updated value of liabilities is calculated on the assumption of an estimated future wage of participants. Therefore, an increase in participant s wage shall increase liabilities with pensions.

186 184 CONSOLIDADATED REPORT AND ACCOUNTS RELATED PARTIES Balances and transactions with related parties, corresponding to associates and jointly controlled companies (recorded through the equity method) and Group shareholders with qualifying holdings or with other companies held by these shareholders, are as follows: 2015 Accounts receivable Accounts payable Loans granted Loans obtained Related parties 33, , , Associate companies 18,361 81,027 16,363 7 Jointly controlled companies 14,932 71, , Companies with common shareholders to the Group Accounts receivable Accounts payable Loans granted Loans obtained Related parties 43,141 25, , Associate companies 30,404 13,625 17,558 6 Jointly controlled companies 12,737 12, , Companies with common shareholders to the Group Sales & services rendered Cost of goods sold, mat. cons. & subcontractors Interest income Interest expenses Related parties 31,696 6,979 2,812 Associate companies 22,090 6, Jointly controlled companies 9,606 2,561 Companies with common shareholders to the Group Sales & services rendered Cost of goods sold, mat. cons. & subcontractors Interest income Interest expenses Related parties 40,314 6,201 3, Associate companies 17,816 5, Jointly controlled companies 22, , Companies with common shareholders to the Group 186 On 11 th October 2015, the subsidiary of Mota-Engil for the African region, Mota-Engil Africa, announced a self-tender programme at a price offer of 6,1235 euros per share, as well as delisting from Euronext Amsterdam. The offer was successful and the shares of Mota-Engil Africa were delisted on 10 December Simultaneously, shareholder MGP expressed its willingness to dispose of its holding in Mota-Engil Africa (12.6%), undertaking to reinvest the profit arising from said disposal in the subscription of new shares of Mota-Engil SGPS. With a view to simplifying the process, as well as financial flows related thereto, MGP sold its stake in the share capital of Mota-Engil Africa to Mota-Engil SGPS, undertaking to turn the credit corresponding to the price of said sale into new ordinary shares in Mota-Engil SGPS to be issued within the scope of its capital increase. The amount of this transaction reached 77,189 million euros.

187 CONSOLIDATED FINANCIAL INFORMATION 185 Balances and transactions with minority shareholders in Mota-Engil Angola are as follows: 2015 Accounts receivable Accounts payable Shareholders Supplementary payments of capital Related parties (Mota-Engil Angola) 82,414 2,713 23,778 33, Accounts receivable Accounts payable Shareholders Supplementary payments of capital Related parties (Mota-Engil Angola) 111,206 19,361 18,549 30, Sales & services rendered Other income Cost of goods sold, mat, cons, & subcontractors Third-party supplies & services Related parties (Mota-Engil Angola) 14, , Sales & services rendered Other income Cost of goods sold, mat. cons. & subcontractors Third-party supplies & services Related parties (Mota-Engil Angola) 92, , The following companies are related to shareholders that are common to the Group: António de Lago Cerqueira, SA Cogera Sociedade de Produção de Energia por Cogeração, Lda Covelas Energia, Lda F.M. Sociedade de Controlo, SGPS, SA Mota Gestão e Participações, SGPS, SA Sunviauto Indústria de Componentes de Automóveis, SA The list of the Group s shareholders with qualifying holdings and respective directors and chief executives is as follows: Mr. António Manuel Queirós Vasconcelos da Mota Mrs. Maria Manuela Queirós Vasconcelos Mota dos Santos Mrs. Maria Teresa Queirós Vasconcelos Mota Neves da Costa Mrs. Maria Paula Queirós Vasconcelos Mota de Meireles Mrs. Maria Sílvia Fonseca Vasconcelos Mota Mr. Carlos António Vasconcelos Mota dos Santos F.M. - Sociedade de Controlo, SGPS, S.A. Mota Gestão e Participações, SGPS, S.A.

188 186 CONSOLIDADATED REPORT AND ACCOUNTS 2015 The directors of the Group s holding, considered to be key management personnel, are as follows: Mr. António Manuel Queirós Vasconcelos da Mota Mr. Gonçalo Nuno Gomes de Andrade Moura Martins Mr. Arnaldo José Nunes da Costa Figueiredo Mrs. Maria Manuela Queirós Vasconcelos Mota dos Santos Mrs. Maria Teresa Queirós Vasconcelos Mota Neves da Costa Mrs. Maria Paula Queirós Vasconcelos Mota de Meireles Mr. Ismael Antunes Hernandez Gaspar Mr. Carlos António Vasconcelos Mota dos Santos Mr. José Pedro Matos Marques Sampaio de Freitas Mr. António Martinho Ferreira de Oliveira Mr. Gilberto Silveira Rodrigues (1) Mr. João Pedro dos Santos Dinis Parreira Mr. Luís Filipe Cardoso da Silva Mr. Luís Valente de Oliveira Mr. António Bernardo A. da Gama Lobo Xavier Mr. António Manuel da Silva Vila Cova (1) On 2 nd February 2016, Gilberto Silveira Rodrigues requested his resignation from his position of director. The remuneration attributed to the members of the administration during the years ended on 31 st December 2015 and 2014 reached the values of 5,309 thousand euros (of which 3,968 thousand euros represented fixed remuneration, 1,202 thousand euros represented variable remuneration and 139 thousand euros represented attendance fees attributed to non-executive directors) and of 4,788 thousand euros (of which 3,743 thousand euros represented fixed remuneration, 955 thousand euros represented variable remuneration and 90 thousand euros represented attendance fees attributed to non-executive directors), respectively. These remunerations were determined by the Remuneration Committee, taking into account individual performance and the evolution of this type of labour market. The following shareholder directors are beneficiaries of a retirement plan with defined benefits, which allow them to receive a pension equivalent to 80% of the salary on the date of retirement: Mr. António Manuel Queirós Vasconcelos da Mota Mrs. Maria Manuela Queirós Vasconcelos Mota dos Santos Mrs. Maria Teresa Queirós Vasconcelos Mota Neves da Costa Mrs. Maria Paula Queirós Vasconcelos Mota de Meireles As at 31 st December 2015 and 2014, information on this retirement plan is released in Note 31. Retirement plan benefits and the liability of the Group to the abovementioned directors amounted to 9,119 thousand euros and 8,507 thousand euros, respectively. In the years ended on 31 st December 2015 and 2014, there were neither transactions with directors of Mota-Engil SGPS S.A. nor outstanding balances by the end of said years related thereto.

189 CONSOLIDATED FINANCIAL INFORMATION EXPLORATION OF MINERAL RESOURCES As at 31 st December 2015 and 2014, the main assets and liabilities assigned to the extraction of the mineral resources of the Group are as follows: Fixed: Land under exploration 29,698 30,461 Buildings assigned to operations 1,004 1,113 Equipment assigned to operations 5,721 6,653 Inventories: Mineral stock 5,348 4,602 Accounts receivable 8,961 10,896 Accounts payable 6,111 6,676 The accounting of the land assigned to the extraction of mineral resources is carried out in accordance with the criteria described in subparagraph iii) of the Main valuation criteria in Note 1.3. During the years of 2015 and 2014, the Group s operating income and costs related to the extraction of mineral resources are as presented below: Operating income 24,025 35,823 Operating costs 26,848 34,300 EBITDA (2,823) 1,523 EBITDA margin -11.7% 4.3% During the years of 2015 and 2014, the cash flow of the business of extraction of mineral resources is as follows: Cash receipts from customers 25,960 37,979 Cash paid to suppliers (27,413) (35,708) Operating Cash-flow (1,453) 2,272 Acquisition of fixed assets (860) (302) Sale of fixed assets Investment Cash-flow (855) 147

190 188 CONSOLIDADATED REPORT AND ACCOUNTS NON-CONTROLLING INTERESTS During the years of 2015 and 2014, the net income attributable to non-controlling interests is broken down as presented below: Consolidated net profit attributable to non controlling interests Empresa Construtora Brasil 1,457 2,673 EGF Group 1,891 Suma Group 4,754 4,257 Tertir Group 6,491 6,719 Companies of the segment Africa 14,651 20,333 Other 5,557 (1,444) 34,800 32,538 As at 31 st December 2015 and 2014, the equity attributable to non-controlling interests is as presented below: Consolidated equity attributable to non controlling interests Empresa Construtora Brasil 14,025 18,632 EGF Group 75,000 Suma Group 30,355 27,683 Tertir Group 88,895 95,955 Companies of the segment Africa 89, ,263 Other 25,239 (1,395) 322, ,137 On 11 th October 2015, the subsidiary of Mota-Engil for the African region, Mota-Engil Africa, announced a self-tender programme at a price offer of 6,1235 euros per share, as well as delisting from Euronext Amsterdam. The offer was successful and the shares of Mota-Engil Africa were delisted on 10 December Simultaneously, shareholder MGP expressed willingness to dispose of its holding in Mota-Engil Africa (12.6%), undertaking to reinvest the profit arising from said disposal in the subscription of new shares of Mota-Engil SGPS. With a view to simplifying the process, as well as financial flows related thereto, MGP sold its stake in the share capital of Mota-Engil Africa to Mota-Engil SGPS, undertaking to turn the credit corresponding to the price of said sale into new shares in Mota-Engil SGPS to be issued within the scope of its capital increase. The amount of this transaction reached to 77,189 million euros.

191 CONSOLIDATED FINANCIAL INFORMATION 189 Following the aforesaid operation, the Group fully acquired some 18% of non-controlling interests at Mota-Engil Africa NV, which did not change the control position held over that company and their subsidiaries. This operation led to the reduction of the Group s equity by some 66,000 thousand euros, as detailed below: Consideration transferred (108,910) Acquired non-controlling interests 42,582 Result generated by the acquisition (66,328) The movements under the heading regarding non-controlling interests for the year ended on 31 st December 2015 and 2014, are as follows: 2015 Opening balance 264,137 Net profit attributable to non-controlling interests 34,800 Items of other comprehensive income that may be reclassified to the income statement Exchange differences arising from the translation of financial statements expressed in foreign currency 3,250 Other variations in comprehensive income (468) Dividend distribution (19,435) Changes in the consolidation perimeter and in the non-controlling interests Acquisition of ME Africa NV (18.08%) (42,582) Acquisition and consolidation of the EGF subgroup 75,031 Others 8,136 Others (4) 322, Opening balance 201,731 Net profit attributable to non-controlling interests 32,538 Items of other comprehensive income that may be reclassified to the income statement Exchange differences arising from the translation of financial statements expressed in foreign currency 9,155 Other variations in comprehensive income 688 Dividend distribution (23,194) Changes in the consolidation perimeter and in the interest of subsidiaries ME Africa NV (18.08%) 42,821 Others 511 Others (113) 264,137

192 190 CONSOLIDADATED REPORT AND ACCOUNTS PERIMETER ALTERATIONS During the year of 2015, changes in the consolidation perimeter were as follows: Acquisition of companies and increase in holding percentage Business Area Europe Engineering and Construction Glace ACE MEEC Pinhal ACE MEEC Diace ACE MEEC Vianor ACE MEEC Lusitânia ACE MEEC Norace ACE MEEC Portuscale ACE MEEC During the year of 2015, after transferring rights and duties on the part of other associates, the Group obtained a position of control in the aforesaid Complementary Groups of Companies. The Group did not spend any amount in these transactions and the fair value of assets and liabilities acquired is under calculation. On the other hand, no goodwill arising from the aforesaid transactions was recorded. Business Area Europe Environment and Services Ersuc EGF Algar Amarsul Resiestrela Resinorte Resulima Suldouro Valnor Valorlis Valorminho Valorsul In June 2015, within the scope of the Group s strategic focus on the waste area, it acquired 95% of the share capital from Águas de Portugal following the process of acquisition of Empresa Geral do Fomento (EGF). EGF is the holding company of the abovementioned companies which in turn are managing companies for municipal systems for waste treatment and energy recovery spread across Mainland Portugal.

193 CONSOLIDATED FINANCIAL INFORMATION 191 Companies consolidated for the first time in the year Business Area Africa Mebisa Vista Power Business Area Latin America Mota Engil Chile Construtora Tuxpan Tampico Incorporation of companies Parent Company of the Group and related activities Sunviauto Internacional Business Area Europe Engineering & Construction Bukowinska Project Development Kopaszi Gát Kft. Listopada Project Development Project Development 1 Project Development 2 Senatorska Project Development Dzieci Warszawy Project Development Business Area Europe Environment & Services Transitex China Transitex Serviços de Logistica Transitex Angola Transitex Transitos Extremadura Peru Triaza Business Area Latin America Mota Engil Tourism BV Mota Engil Latam Portugal Flame Investments B.V. Mota Engil Tourism BV Fideicomiso el Capomo Generadora Fenix Mota Engil Energy BV ME Energy Holding Mota Engil Latam Peru ME Energia Mota Engil Turismo

194 192 CONSOLIDADATED REPORT AND ACCOUNTS 2015 Merger of companies and corporate reorganisation Business Area Europe Engineering & Construction Merger of Száz Invest in Mota Engil Real Estate Hungria Merger of Bicske Plaza in Mota Engil Real Estate Hungria Merger of Zold-Project 2 in Mota Engil Real Estate Hungria Business Area Latin America Merger of MEAS Peru in Rentaco Peru Following the self-tender operation (some 18% of equity) carried out by Mota-Engil Africa NV, which is further explained in Notes 24 and 34, the Group increased its financial interest in the following companies of the Africa segment: Business Area Africa Mota Internacional Comércio e Consultadoria Económica, Lda. Mota Engil África, SGPS, S.A. Mota Engil Engenharia e Construção África, S.A. Mota Engil África, N.V. Mota Engil África Global Technical Services B.V. Mota Engil África Finance B.V. Sonauta Sociedade de Navegação, Lda. Automatriz, SA Rentaco Angola Equipamentos e Transportes, Lda. Tracevia Angola Sinalização, Segurança e Gestão de Tráfego, Lda. Novicer-Cerâmicas de Angola, Lda. Icer Indústria de Cerâmica, Lda. Prefal Préfabricados de Luanda, Lda. Vista Multi Services, Lda Vista Water, Lda. Vista Energy Environment & Services, S.A. Vista Waste Management, Lda Fatra Fábrica de Trefilaria de Angola, S.A. Mota Engil Angola, S.A. Akwangola, S.A. Martinox, SA Emocil Empresa Moçambicana de Construção e Promoção Imobiliária, Lda. Fibreglass Sundlete (Moç), Lda. Indimo, Lda. Ecolife, S.A. Cecot Centro de Estudos e Consultas Técnicas, Lda. Mota & Companhia Maurícias, Lda. Malawi Shipping Company Limited Malawi Ports Company Limited Mota Engil Investments (Malawi) Limited Mota Engil (Malawi) Limited Mota Engil S.Tomé e Principe, Lda. Penta Engenharia e Construção, Lda. Cosamo (Proprietary) Limited Mota Engil Investments South Africa, Pty Ltd Mota Engil Construction South Africa, Pty Ltd

195 CONSOLIDATED FINANCIAL INFORMATION 193 Disposal of companies Business Area Europe Engineering & Construction M-Invest Bohdalec dissolvida ME Project 1 dissolvida Jeremiasova alienada Bergamon alienada Kopaszi Gát Kft. alienada Losses recorded in the disposal of the abovementioned companies are reflected under the heading Gains/(losses) in the disposal of subsidiaries and associates (Note 13). Business Area Europe Environment & Services HEPP dissolvida Changes in the consolidation method Change in consolidation method from the equity method to full consolidation of the following companies in Engineering & Construction: Bay 6.3 Bay Office Bay Tower Bay Wellness Engber Nádor Obol Obol Invest Obol XI Sampaio During the year of 2015, conditional upon the sale of the mixed-economy company Kopaszi, the Group acquired an additional holding percentage of 45% in the OBOL Group and obtained control over the latter. As a result of this transaction, any goodwill or income was recorded, given that the acquisition cost already corresponded to the fair value of OBOL Group s assets and liabilities after the disposal of Kopaszi. Changes in consolidation method from full consolidation to equity method of the following companies in Latin America: Construtora Gran Canal (México) Constructora Cardel-Poza Rica

196 194 CONSOLIDADATED REPORT AND ACCOUNTS 2015 Disposal of companies and decrease in holding percentages in Latin America (reduction by 49%) Business Area Latin America Mota Engil México Construcciones dos Puertos GISA Autopista Siervo de la Nacion Eco Innovacion Mota Engil Prodi Consórcio GDL Túnel Concessionária Autopista Cardel Consórcio GDL Viaduto Construtora Gran Canal Constructora Cardel-Poza Rica Concessionária Autopista Tuxpan-Tampico Construtora Tuxpan Tampico Constructora Perote Xalapa Constructora M&R Flame Investments Mota Engil Tourism BV Mota Engil Turismo Holding Mota Engil Turismo operacional Fideicomiso el Capomo Mota Engil Energy BV ME Energy Holding ME Energia operacional Generadora Fenix

197 CONSOLIDATED FINANCIAL INFORMATION FINANCIAL STATEMENTS FOR THE PAST 5 YEARS The key indicators of the Group s consolidated financial statements for the past 5 years are presented below: Sales and services rendered 2,433,640 2,368,155 2,313,702 2,243,167 2,176,072 EBITDA 366, , , , ,957 EBIT 168, , , , ,384 Financial result (90,467) (131,222) (106,243) (82,483) (79,714) Consolidated net profit/(loss) attributable: to non-controlling interests 34,800 32,538 37,964 33,261 37,646 to the Group 19,046 50,550 50,505 40,746 33, Assets Non-current 1,924,776 1,674,279 1,599,410 1,414,415 1,499,574 Current 2,503,814 2,257,503 2,143,708 2,104,936 1,938,383 Non-current assets held for sale 687,237 29,980 30,311 79,398 86,340 5,115,827 3,961,761 3,773,429 3,598,749 3,524,297 Liabilities Non-current 1,667,034 1,324,445 1,066, ,530 1,054,130 Current 2,648,329 2,059,328 2,147,734 2,250,238 2,055,343 Non-current liabilities held for sale 107,396 4,422,760 3,383,773 3,214,203 3,162,768 3,109,472 Equity attributable to the Group 370, , , , ,992 attributable to non-controlling interests 322, , , , , , , , , ,825 5,115,827 3,961,761 3,773,429 3,598,749 3,524, NOTES TO THE CONSOLIDATED CASH-FLOW STATEMENT During the years ended on 31 st December 2015 and 2014, the amounts paid for the acquisition of financial investments are detailed as follows: Banco Angolano de Investimentos 24,601 Advances associated to financial investments in associated and jointly control entities in Latin America 13,659 14,231 SPRI 9,263 STI 1,754 ME África NV 31,451 EGF 156,615 Other 6,491 13, ,234 52,718

198 196 CONSOLIDADATED REPORT AND ACCOUNTS 2015 During the years ended on 31 st December 2015 and 2014, the amounts received related to the disposal of financial investments are detailed as follows: Reimbursement of the capital reconstitution fund held by EGF companies 30,220 Sale of financial investments in the real estate segment in Central Europe 39,350 Other 2,770 1,530 72,340 1, NON-CURRENT ASSETS AND LIABILITIES HELD FOR SALE As at 31 st December 2015 and 2014, non-current assets and liabilities held for sale break down as follows: Assets of Tertir subgroup (segment Europe Environment & Services) 332,382 Financial investment and supplementary capital in the Ascendi subgroup (segment others eliminations & intragroup) 286,920 Financial investment in Indaqua subgroup (segment Europe Environment & Services) 38,403 Land of Freixieiro and others 29,532 29,980 NON-CURRENT ASSETS HELD FOR SALE 687,237 29, Tertir subgroup liabilities (segment Europe Environment & Services) 107,396 NON-CURRENT LIABILITIES HELD FOR SALE 107,396 During the year of 2015, the Group s Board of Directors decided to dispose of the Port and Logistics business as well as dispose of financial investments held in Ascendi and Indaqua SUBGroupS. Therefore, assets and liabilities related to such business/subgroups were reclassified to the headings Non-current assets/liabilities held for sale. In February 2016, the Port and Logistics business was disposed of for 245 million Euros and an offer to purchase Indaqua Subgroup was concluded which awaits approval by the competent entities for completion. As for Ascendi Subgroup, the Group is currently examining purchase proposals received in the meantime. Assets and liabilities assigned to the Port and Logistics business were classified as held for sale in the third quarter of 2015, whereas financial investments held in Ascendi and Indaqua Subgroups were classified in that category in the last quarter of According to guidelines in IFRS 5, the use of the equity method in financial investments held in Indaqua and Ascendi subgroups was suspended as of 30 th September 2015.

199 CONSOLIDATED FINANCIAL INFORMATION 197 The detail of assets and liabilities classified as held for sale associated with the Port and Logistics business is as follows: Tertir Group and Logistics 2015 Goodwill (Note 16) 100,681 Intangible assets 96,089 Tangible assets 26,859 Associated companies and jointly controlled 41,119 Financial assets available for sale 3,863 Customers and other non-current debtors 1,794 Other non-current assets 4,783 Inventories 692 Current customers 28,103 Other current debtors 4,182 Other current assets 1,913 Cash and cash equivalents 22, ,382 Non-current loans 26,607 Suppliers and Sundry creditors non-current 9,471 Provisions 18,163 Other non current liabilities 6,552 Current loans 15,751 Current suppliers 18,225 Other creditors current 3,951 Other current liabilities 8, ,396 NET ASSETS 224,986 No reversion or impairment losses were calculated or recorded as a result of the decision for disposing of the aforesaid assets and liabilities. Simultaneously, given that none of the aforesaid transactions was concluded during the year of 2015, no gains or losses were recorded in the consolidated income statement for the year. In addition, there are balances of supplements and supplementary granted by the Group to companies involved in the aforesaid transaction amounting to 5.5 million euros and to 97 million euros respectively, which were cancelled in the consolidation process. Lastly, the heading of the financial position statement Non-controlling interests includes 89 million euros allocated to minority shareholders in the Port and Logistics business. As at 31 st December 2014, this heading was primarily composed of a non-operational plot of land whose value will be recovered through its sale and not through their continued use. Although the land had already been included under this heading in 2014 for the Europe Environment & Services segment, during 2015 it has not yet been possible to carry out the sale. However, both parties (buyer and seller) continue willing to conclude this business, which is merely pending various legal and administrative procedures. Furthermore, since the fair value of these plots of land minus the expected costs of the sale is higher than their acquisition cost, these properties were recorded at cost.

200 198 CONSOLIDADATED REPORT AND ACCOUNTS BUSINESS SEGMENTS The Group uses its internal organisation for management purposes based on its reporting of information by operating segments. The Group is organised according to geographical areas: Europe Engineering & Construction, Europe Environment & Services, Africa and Latin America. The values relative to the Company and to the Group companies of the Tourism area are included under the heading Other, eliminations and intra-group, which also includes the amounts relative to flows and balances between the operating segments. The statement of consolidated net operating income by operating segment is broken down as follows: 2015 Europe Engineering & Construction Europe Environment & Services Africa Latin America Others, eliminations & intra-group Mota-Engil Group Sales & services rendered 601, , , ,256 (99,673) 2,433,640 Cost of goods sold, cons. mat., changes in production &ssubcontractors (350,695) (125,699) (277,078) (335,987) 60,004 (1,029,455) GROSS PROFIT 250, , , ,269 (39,669) 1,404,185 Third-party supplies & services (132,712) (112,393) (202,258) (143,441) 62,863 (527,941) Wages and salaries (104,795) (83,672) (151,529) (143,221) (23,052) (506,268) Other operating income/(expenses) 26,793 6,135 (27,955) (2,097) (6,006) (3,130) EBITDA 40,250 80, ,090 75,510 (5,864) 366,846 Depreciation & Amortization (23,687) (40,086) (69,969) (17,485) (314) (151,541) Provisions and impairment losses (7,236) 3,495 (32,055) (5,270) (6,159) (47,226) OPERATING PROFIT 9,327 44,268 74,066 52,755 (12,337) 168,079 Income tax (9,208) (11,520) (16,245) (14,379) 36,358 (46,160) 2014 Europe Engineering & Construction Europe Environment & Services Africa Latin America Others, eliminations & intra-group Mota-Engil Group Sales & services rendered 598, ,694 1,061, ,492 (167,266) 2,368,155 Other revenues 3,074 2,446 5,655 5,925 (551) 16,548 Cost of goods sold, cons. mat., changes in production & Subcontractors (357,510) (132,318) (367,505) (268,812) 72,950 (1,053,194) GROSS PROFIT 244, , , ,604 (94,867) 1,331,509 Third-party supplies & services (119,755) (82,925) (222,604) (117,253) 111,737 (430,801) Wages and salaries (101,141) (66,697) (168,251) (113,234) (16,920) (466,241) Other operating income/(expenses) 15, (34,297) (7,599) 1,351 (25,229) EBITDA 38,239 58, ,672 36,519 1, ,238 Depreciation & Amortization (24,497) (19,632) (73,817) (10,433) (981) (129,361) Provisions and impairment losses 13,931 (3,226) (24,626) (416) 7,106 (7,230) OPERATING PROFIT 27,673 35, ,229 25,761 7, ,647 Income tax (11,762) (12,963) (11,306) (9,019) 30,161 (39,643) As at 31 st December 2015 and 2014, the sales and services rendered between business segments are included in the column Other, eliminations and intra-group. During the years ended on 31 st December 2015 and 2014, the intra-group sales were made at prices similar to those practised for sales to external customers.

201 CONSOLIDATED FINANCIAL INFORMATION 199 Gains/(losses) in associates and joint ventures for the years of 2015 and 2014, are primarily explained by the effect of the application of the equity method to financial investments held in MARTIFER and in the Ascendi Group (Note 12). The consolidated financial position per operating segments is broken down as follows: Assets Liabilities Europe Engineering & Construction 1,114,673 1,293, , ,318 Europe Environment & Services 1,550, ,332 1,296, ,250 Africa 1,780,559 1,694,751 1,333,906 1,287,013 Latin America 805, , , ,973 Others, eliminations & intra-group (135,488) (304,581) 309, ,220 MOTA ENGIL GROUP 5,115,827 3,961,761 4,422,760 3,383,773 Investment and amortizations per operating segments are broken down as follows: Investment Amortization Europe Engineering & Construction 7,875 13,027 23,687 24,497 Europe Environment & Services 16,582 21,075 40,086 19,632 Africa 95, ,551 69,969 73,817 Latin America 23,131 54,523 17,485 10,433 Others, eliminations & intra-group 3,618 3, MOTA ENGIL GROUP 146, , , ,361

202 200 CONSOLIDADATED REPORT AND ACCOUNTS CLASSES OF FINANCIAL INSTRUMENTS Financial instruments, in accordance with the accounting policies described in Note 1.3 ix), were classified as follows: Financial assets Fair value through profit and loss Held for trading (Note 26) 9,349 4,214 9,349 4,214 Cash and bank depositss Cash on demand (Note 23) 381, ,349 Term cash current (Note 23) 62,391 5,190 Term cash non-current (Note 23) 68, , ,606 Held to maturity (Note 20) 28,726 Loans and receivables Customers current (Note 23) 1,060,589 1,087,516 Other receivables current (Note 23) 316, ,899 Customers and other receivables non-current (Note 23) 93, ,336 1,470,197 1,587,751 Impairment (Note 23) (160,368) (142,975) 1,309,829 1,444,776 Available for sale Financial investments (Note 20) 50,465 49,208 Securities and other investments (Note 20) 11 Others (Note 20) 14,069 1,807 64,534 51,026 BOOK VALUE OF FINANCIAL ASSETS 1,856,334 1,890, Financial liabilities Fair value through profit and loss Hedging derivatives (Note 26) Other at fair value through profit and loss At amortized cost Loans current (Note 25) 1,025, ,260 Loans non-current (Note 25) 901, ,857 Suppliers current (Note 27) 436, ,792 Other creditors current (Note 27) 627, ,575 Suppliers and creditors non-current (Note 27) 135, ,832 3,126,900 2,665,316 BOOK VALUE OF FINANCIAL LIABILITIES 3,126,900 2,665,629

203 CONSOLIDATED FINANCIAL INFORMATION 201 The impact on income statement and on other comprehensive income of the above mentioned financial instruments can be summarised as follows: Income statement Other comprehensive income Income statement Other comprehensive income Financial expenses (Note 11) Financial income (Note 11) Fair value reserve Financial expenses (Note 11) Financial income (Note 11) Fair value reserve Financial assets 5,794 4,222 Fair value through profit and loss 29,476 20,349 AT AMORTIZED COST 35,270 24,571 Financial liabilities Fair value At amortized cost 134, , , , FINANCIAL RISK MANAGEMENT The Mota-Engil Group is exposed to a variety of financial risks, with special focus given to the risks of interest rate, foreign exchange rate for transactions, liquidity and credit. Detailed information on the policy on financial risk management can be consulted in the Management Report or in the Individual Report and Accounts of Mota-Engil SGPS as at 31 st December SUBSEQUENT EVENTS In 2016, up to the issue of this report, we highlight the following relevant facts, whose details are properly released as privileged information on the websites of Mota-Engil and of CMVM: 19 th February 2016 Mota-Engil reports on the conclusion of port and logistics business disposal Mota-Engil SGPS, S.A. reports that, after obtaining a no-objection statement from the Competition Authority and authorisations from the remaining entities, under legal and contractual terms, who had to provide their opinion on the transaction, completed the disposal to the Yildirim Group of their port and logistics business today. Mota-Engil also reports that, taking into account that the process of renegotiation of the Concession of the Container Terminal of Leixões included in the scope of the sale and aimed at the execution of significant investment by the concession company was not completed up to this date, against the economic and financial rebalancing of the concession in fulfilment of law and the contract, as per the Agreement the final amount of purchase and sale already received was 245 million.

204 202 CONSOLIDADATED REPORT AND ACCOUNTS th February 2016 Mota-Engil reports on the agreement for the disposal of its stake at indaqua Mota-Engil reports that, within the scope of the implementation of its strategy for the environment domain, it reached an agreement today for the sale of its stake at Indaqua Indústria e Gestão de Águas, SA (Indaqua) to Miya Group for 60 million euros. The fulfilment of the transaction depends on the obtainment of several authorisations on the part of concession owners and financers, and is expected to be completed by the end of the first half of Indaqua controls or participates in 6 water supply concession companies, serving 7 Portuguese municipalities and around 600,000 inhabitants. With this operation, the Group pursues the implementation of targeting measures, resources allocated to their environment area, in the segment of waste collection and treatment. 5 th February 2016 Mota-Engil reports on the formalisation of the partnership between Ascendi and Ardian Mota-Engil reports that, after obtaining authorisations from concession owners and financers in 2015, and in the context of the formalisation of the partnership between Ascendi and Ardian in force as of May of said year, increase in capital in cash, fully subscribed by Ardian, was performed today in the conduit company to which the concession companies object of the transaction mentioned below had already been transferred: Auto-Estradas da Grande Lisboa; Auto-Estradas do Grande Porto; Auto-Estradas do Norte; Auto-Estradas da Costa de Prata; Auto-Estradas das Beiras Litoral e Alta These concession companies, jointly controlled by Ascendi and Ardian since 2015, become from this date onwards under the management of Ascendi PT II, SGPS, S.A., an entity held by the two partners. 43. APPROVAL OF THE FINANCIAL STATEMENTS These financial statements were approved by the Group s Management Board on 14 th March However, they are still pending approval by the General Meeting of Shareholders, although the Group s Board of Directors believes that they will be approved without alteration.

205 CONSOLIDATED FINANCIAL INFORMATION 203 APPENDIX A. CONSOLIDATED COMPANIES Investments in subsidiaries included in consolidated financial statements Investments in subsidiaries included in consolidated financial statements using the full consolidation method, their headquarters, the effective holding percentage, their activity, their setup/acquisition date, are as follows: Designation PARENT COMPANY OF THE GROUP AND RELATED ACTIVITIES Portugal Mota Engil, SGPS, S.A., Sociedade Aberta ( Mota Engil SGPS ) (Porto) Largo do Paço Investimentos Turísticos e Imobiliários, Lda. ( Largo do Paço ) Through Mota Engil SGPS ME 3I, SGPS, S.A. ( ME 3I SGPS ) Through Mota Engil Indústria e Inovação Mota Engil, Brands Development Limited ( Mota Engil Brands Development ) Through Mota Engil, SGPS Mota Engil Indústria e Inovação, SGPS, S.A. ( Mota Engil Indústria e Inovação ) Through Mota Engil SGPS MK Contractors, LLC ( MKC ) Through Mota Engil Engenharia e Construção Mota Engil Finance, B.V. ( ME Finance BV ) Through Mota Engil SGPS Mota Engil Mining Management (Proprietary) Limited ( ME Mining Management ) Through Mota Engil Minerals Mining Investment B.V. Mota Engil Minerals & Mining (Malawi) Limited ( ME Minerals & Mining Malawi ) Through Mota Engil Minerals Mining Investment B.V. Mota Engil Minerals & Mining (Zimbabwe) (Private) Limited ( ME Minerals & Mining Zimbabwe ) Through Mota Engil Minerals Mining Investment B.V. Mota Engil Minerals Mining Investment B.V. ( ME Minerals Mining Investment BV ) Through Mota Engil SGPS RTA Rio Tâmega, Turismo e Recreio, S.A. ( RTA ) Through Mota Engil SGPS SGA Sociedade do Golfe de Amarante, S.A. ( SGA ) Through Mota Engil Engenharia e Construção Through RTA Headquarters Portugal (Amarante) Portugal (Linda-a-Velha) Ireland (Dublin) Portugal (Linda-a-Velha) USA (Miami) Netherlands (Amsterdam) South Africa (Johannesburg) Malawi (Lilongwe) Zimbabwe (Harare) Netherlands (Amsterdam) Portugal (Amarante) Portugal (Amarante) Effective holding percentage Activity Management of financial holdings Set up date Aug/90 Acquisition date Real Estate Development Oct/01 Management of financial holdings Marketing and development of trademarks and other intellectual property Management of financial holdings Oct/11 Dec/09 Nov/10 Real Estate Development Mar/02 Consulting Services Dec/12 Human Resources Management in Mining Prospecting, exploitation and processing of minerals Prospecting, exploitation and processing of minerals Management of other companies Apr/11 Mar/11 May/11 Oct/10 Real Estate and Tourism May/00 Golf Practice and Marketing and related activities Dec/00

206 204 CONSOLIDADATED REPORT AND ACCOUNTS 2015 Designation Headquarters Effective holding percentage Activity Set up date Acquisition date EUROPE ENGINEERING AND CONSTRUCTION Aurimove Sociedade Imobiliária, S.A. ( Aurimove ) Through Mota Engil Real Estate Portugal Portugal (Porto) Real Estate Development Dec/93 Áreagolfe Gestão, Construção e Manutenção de Campos de Golfe, S.A. ( Áreagolfe ) Through Vibeiras Portugal (Torres Novas) Management, construction and maintenance of golf courses Jul/07 Balice Project Development Sp. z o.o. ( Balice ) Through Mota Engil Real Estate, SGPS Poland (Cracow) Real Estate Development Oct/12 Bohdalecká Project Development s.r.o. ( Bohdalecká ) Through Mota Engil Real Estate, SGPS Czech Republic (Prague) Real Estate Development Sep/07 Bukowinska Project Development ( Bukowinska Project Development ) Through Mota Engil Central Europe Polónia Poland (Cracow) Design and construction of social housing Mar/15 Calçadas do Douro Sociedade Imobiliária, Lda. ( Calçadas do Douro ) Through Mota Engil Real Estate Portugal Portugal (Porto) Real Estate Development Sep/00 Carlos Augusto Pinto dos Santos & Filhos S.A. ( Capsfil ) Through Mota Engil Engenharia e Construção Portugal (Vila Flor) Extraction of gravel, sand and crushed stone Mar/77 Oct/09 Corgimobil Empresa Imobiliária das Corgas, Lda. ( Corgimobil ) Through Mota Engil Engenharia e Construção Through Mota Engil Real Estate Portugal Portugal (Cascais) Construction works, studies and real estate Nov/00 Bay 6.3. Korlátolt Felelősségű Társaság Kft. ( Bay 6.3 ) Through Obol Invest Hungary (Budapest) Real Estate Development Dec/08 Bay-Office Korlátolt Felelősségű Társaság Kft. ( Bay Office ) Through Obol Invest Hungary (Budapest) Real Estate Development Dec/08 Bay-Park Korlátolt Felelősségű Társaság Kft. ( Bay Park ) Through Obol Invest Hungary (Budapest) Real Estate Development Dec/08 Bay-Tower Korlátolt Felelősségű Társaság Kft. ( Bay Tower ) Through Obol Invest Hungria (Budapeste) Real Estate Development Dec/08 Bay-Wellness Korlátolt Felelősségű Társaság Kft. ( Bay Wellness ) Through Obol Invest Hungria (Budapeste) Real Estate Development Dec/08 Devonská Project Development A.S. ( Devonská ) Through Mota Engil Real Estate, SGPS Czech Republic (Prague) Real Estate Development Dec/06 Diace ACE MEEC Through Mota Engil Engenharia e Construção Portugal (Porto) Construction works, and purchase and sale of real estate Nov/08 Dec/15 Dmowskiego Project Development, Sp. z.o.o. ( Dmowskiego ) Through Mota Engil Real Estate, SGPS Poland (Cracow) Real Estate Development Aug/07 Dzieci Warszawy Project Development Sp. z.o.o. ( Dzieci Warszawy Project Development ) Through Mota Engil Real Estate, SGPS Poland (Cracow) Real Estate Development Nov/15 Edifício Mota Viso Soc. Imobiliária, Lda. ( Mota Viso ) Through Mota Engil Real Estate Portugal Portugal (Porto) Real Estate Development Jun/94 Edipainel Sociedade Imobiliária, Lda. ( Edipainel ) Through Mota Engil Real Estate Portugal Through Mota Engil Engenharia e Construção Portugal (Porto) Real Estate Development Mar/02 Ekosrodowisko z.o.o. In Liquidation ( Ekosrodowisko ) Through MES Poland (Bytom) Urban solid waste Feb/05 Dec/05 Engber Ingatlanforgalmazó És Szolgáltató Korlátolt Felelősségű Társaság Kft. ( Engber ) Through Obol XI Hungria (Budapeste) Real Estate Development Jun/08 Glan Agua, Ltd ( Glanagua ) Through MEIS Ireland (Ballinasloe) Treatement of waste, exploitation and management of water sytems Jan/08 Glace ACE MEEC Through Mota Engil Engenharia e Construção Portugal (Porto) Construction works, and purchase and sale of real estate Dec/06 Grossiman, S.L. ( Grossiman ) Through Mota Engil Engenharia e Construção Spain (Alcobendas) Special foundations Feb/96 Dec/05 Grota-Roweckiego Project Development Sp. z o.o. ( Grota-Roweckiego Project Development ) Through Mota Engil Real Estate, SGPS Poland (Cracow) Real Estate Development Oct/12

207 CONSOLIDATED FINANCIAL INFORMATION 205 Designation Headquarters Effective holding percentage Activity Set up date Acquisition date Hungária Hotel Ingatlanforgamazó, Kereskedelmi, és Szolgáltató Kft. ( Hotel Achat Hungria ) Through Mota Engil Real Estate, SGPS Hungary (Budapest) Real Estate Development Jun/08 Immo Park Gdańsk, Sp. z.o.o. ( Immo Park Gdańsk ) Through Mota Engil Central Europe Polónia Poland (Cracow) Design, construction, management and exploitation of parking lots Mar/13 Immo Park Warszawa, Sp. z.o.o. ( Immo Park Warszawa ) Through Mota Engil Central Europe Polónia Poland (Cracow) Design, construction, management and exploitation of parking lots Oct/12 Immo Park, Sp. z.o.o. ( Immo Park ) Through Mota Engil Central Europe Polónia Through Mota Engil Real Estate, SGPS Through Mota Engil Engenharia e Construção Poland (Cracow) Design, construction, management and exploitation of parking lots Jan/08 Mar/11 Kilinskiego Project Development Sp. z.o.o. ( Kilinskiego ) Through Mota Engil Real Estate, SGPS Poland (Cracow) Real Estate Development Aug/07 Kilinskiego Property Investment Sp. z.o.o. ( Kilinskiego PI ) Through Kilinskiego Through Mota Engil Real Estate, SGPS Poland (Cracow) Real Estate Development Sep/11 Kordylewskiego Project Development W Likwidacji Sp. z o.o. ( Kordylewskiego ) Through Mota Engil Real Estate, SGPS Poland (Cracow) Real Estate Development Feb/05 Lanval Sp. z o.o. ( Lanval ) Through Mota Engil SGPS Poland (Cracow) Construction works, and purchase and sale of real estate Dec/13 Listopada Project Development ( Listopada project Development ) Through Mota Engil Real Estate, SGPS Poland (Cracow) Real Estate Development Nov/15 Lusitânia ACE MEEC Through Mota-Engil Engenharia e Construção Portugal (Porto) Construction works, purchase and sale of real estate Apr/01 Dec/15 Mercado Urbano Gestão Imobiliária, S.A. ( Mercado Urbano ) Through Mota Engil Real Estate Portugal Portugal (Porto) Real Estate Development Jul/09 Mar/11 ME Real Estate Mota Engil Real Estate Portugal, S.A. ( Mota Engil Real Estate Portugal ) Through Mota Engil Real Estate, SGPS Portugal (Porto) Real Estate Development Sep/01 ME Investitii AV s.r.l. ( Mota Engil Investitii ) Through Mota Engil Real Estate, SGPS Romania (Bucharest) Real Estate Development Sep/07 MES, Mota Engil Srodowisko, Sp. z.o.o. ( MES ) Through Suma Poland (Cracow) Urban solid waste Dec/05 Metró Építoipari Gépészeti és szállítási, Zrt ( Metroepszolg ) Through Mota Engil Magyarország Hungary (Budapest) Public works Dec/00 Motadomus Sociedade Imobiliária, Lda. ( Motadomus ) Through Aurimove Through Mota Engil Real Estate Portugal Portugal (Porto) Construction works Jan/97 Jan/01 Mota Engil Ireland Construction Limited ( Mota Engil Irlanda ) Through Mota Engil Engenharia e Construção Ireland (Ballinasloe) Construction works Oct/07 Mota Engil Engenharia e Construção, S.A. ( Mota Engil Engenharia ) Through Mota Engil Europa Portugal (Amarante) Construction works, purchase and sale of real estate Dec/00 Mota Engil Real Estate, SGPS, S.A. ( Mota Engil Central Europe SGPS ) Through Mota Engil Europa Portugal (Porto) Management of financial holdings Dec/02 Mota Engil Central Europe, S.A. ( Mota Engil Central Europe Polónia ) Through Mota Engil Engenharia e Construção Poland (Cracow) Construction works Feb/53 Mar/99 Mota Engil Central Europe Ceska Republika, AS ( Mota Engil Central Europe República Checa ) Through Mota Engil Europa Czech Republic (Prague) Construction and public works Jan/97 MESP Mota Engil, Serviços Partilhados, Administrativos e de Gestão, S.A. ( Mota Engil Serviços Partilhados ) Through Mota Engil Engenharia e Construção Portugal (Porto) Administrative Services Dec/02 Mota Engil Central Europe Business Support Center Sp. z o. o. ( MECE Business Support Center ) Through Mota Engil Central Europe Polónia Poland (Cracow) Administrative Services Dec/09

208 206 CONSOLIDADATED REPORT AND ACCOUNTS 2015 Designation Headquarters Effective holding percentage Activity Set up date Acquisition date Mota Engil Ireland Services Ltd. ( MEIS ) Through Mota Engil Engenharia e Construção Ireland (Ballisnasloe) Treatement of waste, exploitation and management of water sytems Jan/08 Mota Engil Central Europe Hungary Beruházási és Építoipari Kft. ( ME Central Europe Hungria ) Through Mota Engil Central Europe Polónia Hungary (Budapest) Construction and public works Feb/08 Mota Engil Central Europe Slovenská Republika, AS ( Mota Engil Central Europe Eslováquia ) Through Mota Engil Real Estate, SGPS Slovakia (Bratislava) Construction works Aug/04 Mota Engil Brand Management B.V. ( Mota Engil Brand Management ) Through Mota Engil Real Estate, SGPS Netherlands (Amsterdam) Management of trademarks and other intellectual property Dec/09 Mota Engil Magyarország Beruházási És Épitoipari Zrt. ( Mota Engil Magyarország ) Through Mota Engil Engenharia e Construção Hungary (Budapest) Public works Jan/96 Mota Engil Parking 2 Sp. z.o.o ( ME Parking 2 ) Through Mota Engil Real Estate, SGPS Poland (Cracow) Design, construction, management and exploitation of parking lots Mar/12 Mota Engil Central Europe PPP Sp. z.o.o ( ME Central Europe PPP ) Through Mota Engil Central Europe Polónia Poland (Cracow) Design and construction of social housing Mar/12 Mota Engil Central Europe PPP 2 Sp. z.o.o ( ME Central Europe PPP 2 ) Through Mota Engil Central Europe Polónia Poland (Cracow) Design and construction of social housing Dec/13 Mota Engil Central Europe PPP Road Sp. z.o.o ( ME Central Europe PPP Road ) Through Mota Engil Central Europe Polónia Poland (Cracow) Design and construction of social housing Nov/13 Mota Engil Central Europe PPP 3 Sp. Z.o.o (ME Central Europe PPP 3) Through Mota Engil Central Europe Polónia Poland (Cracow) Design and construction of social housing Apr/14 Norace ACE MEEC Through Mota Engil Engenharia e Construção Portugal (Porto) Construction works, purchase and sale of real estate Dec/15 Grodkowska Project Development Sp. z.o.o ( Grodkowska Project Development ) Through Mota Engil Real Estate, SGPS Poland (Cracow) Design and construction of social housing Mota Engil Real Estate Hungary Ingatlanforgalmazó, Kereskedelmi és Szolgáltató Kft. ( Mota Engil Real Estate Hungria ) Through Mota Engil Real Estate, SGPS Hungary (Budapest) Real Estate Development Jul/05 Mota Engil Real Estate Management, sp. z.o.o. ( Mota Engil Real Estate Management ) Through Mota Engil Real Estate, SGPS Poland (Cracow) Real Estate Development Jun/05 Nortedomus, Sociedade Imobiliária SA. ( Nortedomus ) Through Mota Engil Real Estate Portugal Portugal (Lisboa) Real Estate Development Oct/01 Nádor-Öböl Ingatlanforgalmazó És Beruházó Korlátolt Felelősségű Társaság Kft. ( Nádor Obol ) Through Obol XI Hungary (Budapest) Real Estate Development Oct/06 Öböl Invest Befektetési És Üzletviteli Tanácsadó Korlátolt Felelősségű Társaság Kft. ( Obol Invest ) Through Mota Engil Real Estate, SGPS Hungary (Budapest) Real Estate Development May/05 Öböl Xi. Ingatlanhasznosítási Beruházó És Szolgáltató Korlátolt Felelősségű Társaság Kft. ( Obol XI ) Through Obol Invest Hungary (Budapest) Real Estate Development Dec/03 Project Development 1 Sp. Z.o.o. ( Project Development 1 ) Through Mota Engil Real Estate, SGPS Poland (Cracow) Real Estate Development Nov/15 Project Development 2 Sp. Z.o.o. ( Project Development 2 ) Through Mota Engil Real Estate, SGPS Poland (Cracow) Real Estate Development Nov/15 Pinhal ACE MEEC Through Mota Engil Engenharia e Construção Portugal (Porto) Construction works, purchase and sale of real estate Apr/10 Dec/15 Portuscale ACE MEEC Through Mota Engil Engenharia e Construção Portugal (Porto) Construction works, purchase and sale of real estate Jul/02 Dec/15 Sampaio Üzletviteli Tanácsadó Korlátolt Felelősségű Társaság Kft. ( Sampaio ) Through Obol XI Hungary (Budapest) Real Estate Development Jan/03

209 CONSOLIDATED FINANCIAL INFORMATION 207 Designation Headquarters Effective holding percentage Activity Set up date Acquisition date Sedengil Sociedade Imobiliária, S.A. ( Sedengil ) Through Mota Engil Real Estate Portugal Portugal (Matosinhos) Real Estate Development Oct/82 May-95/ May-97 SC Mota Engil Central Europe Romania S.R.L. ( Mota Engil Central Europe Roménia ) Through Mota Engil Central Europe Polónia Romania (Bucharest) Road construction works Jul/09 Sikorki Project Development Sp. z o.o. ( Sikorki ) Through Mota Engil Real Estate, SGPS Poland (Cracow) Real Estate Development Oct/12 Soltysowska Project Development Sp. z o.o. ( Soltysowska ) Through Mota Engil Real Estate, SGPS Poland (Cracow) Real Estate Development Nov/05 Senatorska Project Development Sp. z.o.o. ( Senatorska Project Development ) Through Mota Engil Real Estate, SGPS Poland (Cracow) Real Estate Development Nov/15 Tetenyi Project Development Ingatlanforgalmazó, Kereskedelmi és Szolgáltató Kft ( Tetenyi ) Through Mota Engil Real Estate, SGPS Hungary (Budapest) Real Estate Development Jan/05 Vibeiras Sociedade Comercial de Plantas, S.A. ( Vibeiras ) Through Mota Engil Engenharia e Construção Portugal (Torres Novas) Landscape gardening Jul/88 Oct/98 Vianor ACE MEEC Through Mota Engil Engenharia e Construção Portugal (Porto) Construction works, and purchase and sale of real estate Apr/00 Dec/15 VBT Projectos e Obras de Arquitectura Paisagística, Lda ( VBT ) Through Vibeiras Through Mota Engil Ambiente e Serviços Angola (Luanda) Landscape gardening Sep/08 Wilanow Project Development SP. z.o.o. ( Wilanow ) Through Mota Engil Real Estate, SGPS Poland (Cracow) Real Estate Development Jun/07 Wilenska Project Development Sp. z.o.o. w likwidacji ( Wilenska ) Through Mota Engil Real Estate, SGPS Poland (Cracow) Real Estate Development Jan/05 ENVIRONMENT AND SERVICES AGIR Ambiente e Gestão Integrada de Resíduos, Lda. ( Agir ) Through Mota Engil Ambiente e Serviços Through Suma Cabo Verde (Praia) Collection of urban solid waste Dec/07 Algar Valorização e Tratamento de Resíduos Sólidos, S.A. ( Algar ) Through EGF Portugal (Loulé) Treatment and recovery of urban solid waste Jun/15 Amarsul- Valorização e Tratamento de Resíduos Sólidos, S.A. ( Amarsul ) Through EGF Portugal (Setúbal) Treatment and recovery of urban solid waste Jun/15 CH&P Combined Heat & Power Anadia, Sociedade Unipessoal, Lda ( CH&P Anadia ) Through Manvia Portugal (Linda-a-Velha) Exploitation of a co-generation plant for the production of electric and thermal energy May/11 CH&P Combined Heat & Power Coja, Unipessoal, Lda ( CH&P Coja ) Through Manvia Portugal (Linda-a-Velha) Exploitation of a co-generation plant for the production of electric and thermal energy May/11 Citrave Centro Integrado de Tratamento de Resíduos de Aveiro, S.A. ( Citrave ) Through Suma Through Novaflex Through Suma Esposende Portugal (Lisboa) Treatment and disposal of non-hazardous waste Dec/87 Oct/06 Correia & Correia, Lda. ( Correia & Correia ) Through Enviroil Portugal (Sertã) Trade and collection of used oils Sep/88 Feb/00 Enviroil SGPS, Lda. ( Enviroil ) Through Suma Portugal (Torres Novas) Management of financial holdings Nov/97 Enviroil II Reciclagem de Óleos Usados, Lda. ( Enviroil II ) Through Enviroil Portugal (Torres Novas) Oil recycling, electricity production and bulk trade of fuels and related products Apr/11 Ersuc Resíduos Sólidos do Centro, S.A. ( Ersuc ) Through EGF Through Suma Portugal (Coimbra) Treatment and recovery of urban solid waste Jun/15 Empresa Geral de Fomento, S.A. ( EGF ) Through Suma Tratamento Portugal (Lisboa) Treatment and recovery of urban solid waste Jun/15 Ferrol Container Terminals S.A. ( Ferrol ) Through TCL Espanha (Ferrol) Cargo handling Mar/11

210 208 CONSOLIDADATED REPORT AND ACCOUNTS 2015 Designation Headquarters Effective holding percentage Activity Set up date Acquisition date InvestAmbiente Recolha de Resíduos e Gestão de Sistemas de Saneamento Básico, S.A. ( Investambiente ) Through Novaflex Portugal (Lisboa) Collection of nonhazardous waste Feb/00 Dec/07 Liscont Operadores de Contentores, S.A. ( Liscont ) Through TTP Portugal (Lisboa) Port operations Nov/83 Oct/06 Lokemark Soluções de Marketing, S.A. ( Lokemark ) Through Mota Engil Ambiente e Serviços Portugal (Setúbal) Services, marketing solutions, construction and sale of data bases, management and exploitation of the postal service's infrastructures Jun/03 Sep/07 Manvia Manutenção e Exploração de Instalações e Construção, S.A. ( Manvia ) Through Mota Engil Ambiente e Serviços Portugal (Linda-a-Velha) Maintenance and exploitation of installations Jul/94 Jun/98 Mota Engil Europa, S.A. ( Mota Engil Europa ) Through Mota Engil SGPS Portugal (Linda-a-Velha) Construction works, and purchase and sale of real estate Jun/10 Mota Engil II, Gestão, Ambiente, Energia e Concessões de Serviços, S.A. ( MEAS II ) Through Mota Engil Ambiente e Serviços Portugal (Porto) Projects' management Dec/03 Mota Engil, Ambiente e Serviços, SGPS, S.A. ( Mota Engil Ambiente e Serviços ) Through Mota Engil Europa Portugal (Porto) Management of financial holdings Jun/97 Mota Engil Logística, SGPS, S.A. ( ME Logística ) Through Mota Engil Ambiente e Serviços Portugal (Porto) Management of financial holdings Apr/13 Multiterminal Soc. de Estiva e Tráfego, S.A. ( Multiterminal ) Through Tertir Portugal (Lisboa) Exploitation of port terminals May/79 Oct/06 Nova Beira Gestão de Resíduos, S.A. ( Nova Beira ) Through Novaflex Through Investambiente Portugal (Lisboa) Treatment and disposal of non-hazardous waste Dec/07 Novaflex Técnicas do Ambiente, S.A. ( Novaflex ) Through Suma Portugal (Lisboa) Collection of other non-hazardous waste Dec/07 Porlis Empresa de Trabalho Portuário, Lda ( Porlis ) Through Liscont Through Sotagus Through Multiterminal Portugal (Lisboa) Temporary assignment of employees to carry out port cargo handling tasks. Sep/13 Proempar Promoção e Gestão de Parques Empresariais e Tecnológicos, S.A. ( Proempar ) Through Mota Engil Ambiente e Serviços Through Mota Engil Engenharia e Construção Portugal (Porto) Marketing, management and exploitation of technological and industrial business parks Oct/06 PTT Parque Tecnológico do Tâmega, S.A. ( PTT ) Through Proempar Through Mota Engil Ambiente e Serviços Through Mota Engil Engenharia e Construção Portugal (Felgueiras) Marketing and management of technological business hosting Dec/06 Quanshite International Freight Forwarding (Shangai) Company, Limited ( Transitex China ) Through Transitex Portugal China (Shangai) Organisation of transport by land, sea or air Mar/15 Real Verde Técnicas de Ambiente, S.A. ( Real Verde ) Through Novaflex Portugal (Vila Real) Treatment and disposal of other non-hazardous waste Dec/07 Resiges Gestão de Resíduos Hospitalares, Lda. ( Resiges ) Through Novaflex Portugal (Setúbal) Collection of hazardous waste May/98 Dec/07 Resilei Tratamento de Resíduos Industriais, S.A. ( Resilei ) Through Suma Portugal (Leiria) Treatment and disposal of other non-hazardous waste Jun/03 Resiestrela Valorização e Tratamento de Resíduos Sólidos, S.A. ( Resiestrela ) Through EGF Portugal (Castelo Branco) Treatment and recovery of urban solid waste Jun/15 Resinorte Valorização e Tratamento de Resíduos Sólidos, S.A. ( Resinorte ) Through EGF Portugal (Braga) Treatment and recovery of urban solid waste Jun/15 Resulima Valorização e Tratamento de Resíduos Sólidos, S.A. ( Resulima ) Through EGF Portugal (Viana do Castelo) Treatment and recovery of urban solid waste Jun/15 Rima Resíduos Industriais e Meio Ambiente, S.A. ( Rima ) Through Suma Portugal (Lourosa) Treatment of industrial waste Aug/01

211 CONSOLIDATED FINANCIAL INFORMATION 209 Designation Sealine Navegação e Afretamentos, Lda ( Sealine ) Through Socarpor SGPS Through Socarpor Aveiro SIGA Sistema Integrado de Gestão Ambiental, S.A. ( Siga ) Through Suma Socarpor Soc. Cargas Port. (Aveiro), S.A. ( Socarpor Aveiro ) Through Socarpor SGPS Through TTP Through Socarpor Aveiro (ações próprias) Socarpor Soc. Gestora de Participações Sociais (Douro/Leixões), S.A. ( Socarpor SGPS ) Through TTP e acções próprias Sotagus Terminal de Contentores de Santa Apolónia, S.A. ( Sotagus ) Through TTP Suldouro Valorização e Tratamento de Resíduos Sólidos, S.A. ( Suldouro ) Through EGF SRI Gestão de Resíduos, Lda ( SRI ) Through Correia & Correia SIGAMB Sistemas de Gestão Ambiental, Lda. (Angola) ( SIGAMB ) Through Novaflex Suma (Douro) Serviços Urbanos e Meio Ambiente, Lda. ( Suma Douro ) Through Suma Suma (Esposende) Serviços Urbanos e Meio Ambiente, Lda. ( Suma Esposende ) Through Suma Suma (Macau), Lda. ( Suma Macau ) Through Suma Suma (Matosinhos) Serviços Urbanos e Meio Ambiente, S.A. ( Suma Matosinhos ) Through Suma Suma (Porto) Serviços Urbanos e Meio Ambiente, S.A. ( Suma Porto ) Through Suma Suma Tratamento, S.A. ( Suma Tratamento ) Through Suma Through Suma Esposende Through Novaflex Through Mota Engil Ambiente e Serviços Suma Serviços Urbanos e Meio Ambiente, S.A. ( Suma ) Through Mota Engil Ambiente e Serviços Takargo-Trasporte de Mercadorias, S.A. ( Takargo ) Through Mota Engil Ambiente e Serviços Through Mota Engil Engenharia e Construção TCL Terminal de Contentores de Leixões, S.A. ( TCL ) Through TTP Through TCL (acções próprias) Through Socarpor SGPS TCR Tratamento Complementar de Resíduos, S.A. ( TCR ) Through Suma Through Mota Engil Engenharia e Construção Tertir Concessões Portuárias, SGPS, S.A. ( Tertir SGPS ) Through Tertir Through Multiterminal Tertir Terminais de Portugal, S.A. ( Tertir ) Through Mota Engil Ambiente e Serviços Through ME Logística Tertir Terminais Portuários, SGPS, S.A. ( TTP ) Through ME Logística Transitex do Brasil Serviços de Logística, Ltda. ( Transitex Brasil ) Through Transitex Espanha Through Transitex Portugal Headquarters Portugal (Aveiro) Portugal (Ponta Delgada) Portugal (Aveiro) Portugal (Matosinhos) Portugal (Lisboa) Portugal (Vila Nova de Gaia) Portugal (Sertã) Angola (Luanda) Portugal (Murça) Portugal (Esposende) China (Macau) Portugal (Matosinhos) Portugal (Porto) Portugal (Lisboa) Portugal (Lisboa) Portugal (Linda-a-Velha) Portugal (Matosinhos) Portugal (Porto) Portugal (Linda-a-Velha) Portugal (Matosinhos) Portugal (Linda-a-Velha) Brazil (São Paulo) Effective holding percentage Activity Set up date Acquisition date Navigation agents Oct/06 Treatment and disposal of non-hazardous waste Oct/08 Port services Oct/06 Management of financial holdings Oct/06 Port operations Oct/06 Treatment and recovery of urban solid waste Collection of hazardous waste Technical studies, consulting and environmental trainning Collection of urban solid waste Collection of urban solid waste Collection of urban solid waste Collection of urban solid waste Collection of urban solid waste Collection of urban solid waste Collection of urban solid waste Jun/15 Jul/08 Feb/14 Jul/00 Dec/99 Dec/13 Dec/00 Nov/08 Oct/14 Jun/94 Rail transport of goods Sep/06 Cargo handling Jan/96 Construction and exploitation of a landfill Management of financial holdings Exploitation of port terminals Management of financial holdings Organisation of transport by land, sea or air Nov/12 Oct/07 Oct/06 Jun/13 May/10

212 210 CONSOLIDADATED REPORT AND ACCOUNTS 2015 Designation Headquarters Effective holding percentage Activity Set up date Acquisition date Transitex Colombia, S.A.S.( Transitex Colombia ) Through Transitex Espanha Colombia (Bogotá) Organisation of transport by land, sea or air Dec/11 Jan/12 Transitex Moçambique, Lda ( Transitex Moçambique ) Through Transitex Portugal Through Transitex Espanha Mozambique (Maputo) Organisation of transport by land, sea or air Nov/08 Transitex México, S.A. de C.V. ( Transitex México ) Through Transitex Espanha Through Transitex Portugal Mexico (Mexico City) Organisation of transport by land, sea or air Feb/09 Trânsitos de Extremadura, S.A. ( Transitex Portugal ) Through Transitex Espanha Portugal (Lisboa) Organisation of transport by land, sea or air May/08 Trânsitos de Extremadura, S.L. ( Transitex Espanha ) Through Tertir SGPS Spain (Badajoz) Organisation of transport by land, sea or air Nov/02 Transitex Itália S.R.L ( Transitex Itália ) Through Transitex Espanha Italy (Milan) Organisation of transport by land, sea or air Mar/14 Transitex Global Logistics Operations (PTY) ltd. ( Transitex África do Sul ) Through Transitex Portugal South Africa (Isando) Organisation of transport by land, sea or air Jan/12 Transitex Transitos Extremadura Chile SPA ( Transitex Chile ) Through Transitex Brasil Chile (Santiago) Organisation of transport by land, sea or air Apr/14 Transitos de Extremadura com Serv de Importação ( Transitex Serviços de Logística ) Through Transitex Portugal Through Transitex Espanha Brazil (São Paulo) Organisation of transport by land, sea or air Transitex Angola (SU), LDA. ( Transitex Angola ) Through Transitex África do Sul Angola (Luanda) Organisation of transport by land, sea or air Jul/15 Transitex Transitos de Extremadura Peru S.A.C ( Transitex Transitos de Extremadura Peru ) Through Transitex Brasil Through Transitex Chile Peru (Lima) Organisation of transport by land, sea or air Jul/15 Tratofoz Sociedade de Tratamento de Resíduos, S.A. ( Tratofoz ) Through Mota Engil Ambiente e Serviços Through Suma Portugal (Porto) Collection of urban solid waste Oct/02 Triu Técnicas de Resíduos Industriais e Urbanos, S.A. ( Triu ) Through Enviroil Portugal (Loures) Collection of non-hazardous waste Apr/91 Sep/08 Triaza Tratamento de Resíduos Industriais da Azambuja, S.A. ( Triaza ) Through Suma Portugal (Azambuja) Collection of non-hazardous waste Nov/15 Sep/08 Valnor Valorização e Tratamento de Resíduos Sólidos, S.A. ( Valnor ) Through EGF Portugal (Portalegre) Treatment and recovery of urban solid waste Jun/15 Valorlis Valorização e Tratamento de Resíduos Sólidos, S.A. ( Valorlis ) Through EGF Portugal (Leiria) Treatment and recovery of urban solid waste Jun/15 Valorminho Valorização e Tratamento de Resíduos Sólidos, S.A. ( Valorminho ) Through EGF Portugal (Valença) Treatment and recovery of urban solid waste Jun/15 Valorsul Valorização e Tratamento de Resíduos Sólidos das Regiões de Lisboa e do Oeste, S.A. ( Valorsul ) Through EGF Portugal (Loures) Treatment and recovery of urban solid waste Jun/15 AFRICA Akwangola, S.A. ( Akwangola ) Through Vista Water Angola (Luanda) Exploitation of water market Dec/10 Dec/13 Cecot Centro de Estudos e Consultas Técnicas, Lda. ( Cecot ) Through MEEC África Mozambique (Maputo) Construction works' projects and inspection Sep/98 Apr/11 Cosamo (Proprietary) Limited ( Cosamo ) Through Mota Internacional South Africa (Johannesburg) Commercial Dec/76 Ecolife, S.A. ( Ecolife ) Through Mota-Internacional Through Suma Mozambique (Maputo) Collection of urban solid waste Dec/13 Fatra Fábrica de Trefilaria de Angola, S.A. ( Fatra ) Through Mota Engil Angola Angola (Luanda) Manufacturing of iron-derived products Nov/10

213 CONSOLIDATED FINANCIAL INFORMATION 211 Designation Headquarters Effective holding percentage Activity Set up date Acquisition date Fibreglass Sundlete (Moçambique), Lda. ( Fibreglass ) Through ME Maurícias Mozambique (Maputo) Commercial Aug/62 Mar/99 Indimo, Lda. ( Indimo ) Through Cecot Through MEEC África Mozambique (Maputo) Real Estate Development Oct/04 Mota Engil Engenharia e Construção África, S.A. ( MEEC África ) Through Mota Engil África N.V. Portugal (Porto) Construction works Aug/12 Mota Engil África, N.V. ( ME África NV ) Through Mota Engil SGPS Netherlands (Amesterdam) Management of societies' management Oct/12 Mota Engil África, SGPS, S.A. ( Mota Engil África ) Through MEEC África Portugal (Porto) Management of financial holdings May/10 Mota Engil África Finance B.V. ( ME África Finance BV ) Through Mota Engil África N.V. Netherlands (Amesterdam) Management of societies' management May/14 Mota Engil África Global Technical Services B.V. ( ME África GTS BV ) Through Mota Engil África N.V. Netherlands (Amesterdam) Management of societies' management May/14 Mota Internacional Comércio e Consultadoria Económica, Lda. ( Mota Internacional ) Through Mota Engil África Portugal (Funchal) Trade and management of international holdings Sep/97 Dec/98 Mota Engil África Moçambique, Lda. ( Emocil ) Through MEEC África Through Indimo Mozambique (Maputo) Real Estate Development Jul/94 Mota Engil Angola, S.A. ( Mota Engil Angola ) Through Mota Internacional Angola (Luanda) Construction works, and public and private works May/10 Malawi Ports Company Limited ( Malawi Ports Company ) Through MEEC África Through ME Malawi Malawi (Lilongwe) Sea transport Nov/10 Malawi Shipping Company Limited ( Malawi Shipping Company ) Through MEEC África Through ME Malawi Malawi (Lilongwe) Sea transport Nov/10 Martinox, SA ( Martinox ) Through Mota Engil Angola Angola (Benguela) Stainless steel works Feb/08 Dec/11 Mota & Companhia Maurícias, Lda. ( ME Maurícias ) Through MEEC África Mauritius (Ebene) Construction works May/10 Mota Engil Construction South Africa, Pty Ltd ( ME Construction South Africa ) Through Mota Engil Investments South Africa South Africa (Johannesburg) Construction works Mar/14 Mota Engil (Malawi) Limited ( ME Malawi ) Through MEEC África Malawi (Lilongwe) Public works and/or construction works contractor Jul/11 Mota Engil Investments (Malawi) Limited ( ME Investments Malawi ) Through Mota Engil Africa Malawi (Lilongwe) Public works and/or construction works contractor Mar/11 Mota Engil Investments South Africa, Pty Ltd ( Mota Engil Investments South Africa ) Through Mota Internacional South Africa (Johannesburg) Public works and/or construction works contractor Mar/14 Mota Engil S.Tomé e Principe, Lda. ( Mota Engil S.Tomé ) Through Mota Internacional Through MEEC África S. Tomé e Príncipe (S. Tomé) Public works and/or construction works contractor Dec/04 Novicer-Cerâmicas de Angola,(SU) Limitada. ( Novicer ) Through Mota Engil Angola Angola (Luanda) Manufacturing and trade in clay goods Sep/07 Prefal Préfabricados de Luanda, Lda. ( Prefal ) Through Mota Engil Angola Angola (Luanda) Manufacturing of prestressed goods Dec/93 Penta Engenharia e Construção, Lda. ( Penta ) Through MEEC África Through Mota Internacional Cape Verde Construction works, and public and private works Apr/07 Rentaco Angola Equipamentos e Transportes, (SU) Limitada. ( Rentaco Angola ) Through Mota Engil Angola Angola (Luanda) Rental of construction equipment Jan/08 Sonauta Sociedade de Navegação, Lda. ( Sonauta ) Through Mota Internacional Angola (Luanda) Sea transport, excluding coastal transport Nov/94 STM Sociedade de Terminais de Moçambique, Lda ( STM ) Through MEEC África Mozambique (Maputo) Port operations Feb/94 Feb/94

214 212 CONSOLIDADATED REPORT AND ACCOUNTS 2015 Designation Headquarters Effective holding percentage Activity Set up date Acquisition date Tracevia Angola Sinalização, Segurança e Gestão de Tráfego, Lda. ( Tracevia Angola ) Through Mota Engil Angola Angola (Luanda) Road signs Sep/07 Vista Energy Environment & Services, S.A. ( Vista SA ) Through Mota Engil Angola Angola (Luanda) Management of financial holdings Jul/08 Dec/13 Vista Waste Management, Lda. ( Vista Waste ) Through Mota Engil Angola Through Vista SA Through Suma Angola (Luanda) Collection of waste Dec/09 Dec/13 Vista Multi Services, Lda. ( Vista Multi Services ) Through Vista SA Through Mota Engil Angola Angola (Luanda) Urban services May/09 Dec/13 Vista Water, Lda. ( Vista Water ) Through Mota Engil Angola Through Vista SA Through Indaqua Angola (Luanda) Exploitation of the water market May/09 Dec/13 LATIN AMERICA Consita Tratamento de Resíduos, S.A. ( Consita ) Through ECB Suma Participações Brazil (Belo Horizonte) Construction and public works Dec/14 Construcciones dos Puertos S.A. de CV ( Construcciones dos Puertos ) Through Mota Engil México Mexico (Xalapa) Construction and public works Jul/12 Consórcio Los Faisanes ( Consórcio Los Faisanes ) Through Mota- Engil Peru Peru (Lima) Construction of departments Dec/11 Consórcio Los Castãnos ( Consórcio Los Castãnos ) Through Mota- Engil Peru Peru (Lima) Construction of departments Dec/11 Consórcio Mota Engil Ojeda & Iju Paracas ( Consorcio ME Ojeda & Iju ) Through Mota- Engil Peru Peru (Lima) Construction of departments Dec/11 Consórcio Fanning ( Consorcio Fanning ) Through Mota- Engil Peru Peru (Lima) Construction of departments Dec/11 Consórcio Porta ( Consorcio Porta ) Through Mota- Engil Peru Peru (Lima) Construction of departments Dec/11 Consórcio La Ponciana ( Consorcio La Ponciana ) Through Mota- Engil Peru Peru (Lima) Construction of departments Dec/11 Consórcio GDL Viaduto, S.A.P.I de CV ( Consórcio GDL Viaduto ) Through Mota Engil México Mexico (Mexico City) Construction and public works Jun/14 Consórcio Túnel Guadalajara, SAPI de CV ( Consórcio GDL Túnel ) Through Mota Engil México Mexico (Mexico City) Construction and public works Jul/14 Consórcio Mota Engil Colômbia ( Consórcio ME Colômbia )* Through Mota Engil Colômbia Colombia (Buenaventura) Construction and public works Oct/13 Empresa Construtora Brasil, S.A. ( Empresa Construtora Brasil ) Through Mota Engil Brasil Participações, Ltda Brazil (Belo Horizonte) Construction and public works Nov/12 ECB Suma Participações, S.A. ( ECB Suma Participações ) Through Empresa Construtora Brasil Through Suma Brazil (Belo Horizonte) Management of financial holdings Dec/14 Flame Investments, B.V. ( Flame Investments ) Through Mota Engil Latin America BV Netherlands (Amesterdam) Management of financial holdings Mar/15 Fideicomiso el Capomo ( Fideicomiso el Capomo ) Through Mota Engil Turismo operacional Mexico (Mexico City) Real Estate and tourism Jul/15 Generadora Fenix ( Generadora Fenix ) Through ME Energia operacional Mexico (Mexico City) Energy production Sep/15 Mota Engil Energy B.V. ( Mota Engil Energy BV ) Through Flame Investments Netherlands (Amesterdam) Finance and consulting Sep/15 MEBR Construções, Consultoria e Participações, S.A. ( MEBR ) Through Mota Engil Latin America BV Through Mota Engil Latam Peru Brazil (São Paulo) Construction and public works Mar/11 ME Energy Holding ( ME Energy Holding ) Through Mota Engil Energy BV Netherlands (Amesterdam) Management of financial holdings Nov/15 Mota Engil Latin America BV ( ME Latin America ) Through Mota Engil SGPS Netherlands (Amesterdam) Management of financial holdings Nov/15

215 CONSOLIDATED FINANCIAL INFORMATION 213 Designation Headquarters Effective holding percentage Activity Set up date Acquisition date Mota Engil Latam Peru ( Mota Engil Latam Peru ) Through Mota Engil Latin America BV Through Mota Engil Engenharia e Construção Peru (Lima) Management of financial holdings Dec/15 Dec/15 Mota Engil América Latina S.A.P.I. de C.V. ( Mota Engil América Latina ) Through Mota Engil SGPS Through Mota Engil Latin America BV Mexico (Mexico City) Management of financial holdings Nov/13 May/14 Mota Engil Colômbia, S.A.S ( Mota Engil Colômbia ) Through Mota Engil Latam Peru Colombia (Bogotá) Construction and public works Feb/11 Mota Engil Col, S.A.S ( Mota Engil Col ) Through Mota Engil Engenharia e Construção Through Mota Engil Peru Colombia (Bogotá) Construction and public works ME Energia operacional ( ME Energia operacional ) Through Mota Engil Energy Holding Through Mota Engil América Latina SAPI de CV Mexico (Mexico City) Development and energy production operation Sep/15 Mota Engil Latam Portugal, S.A. ( Mota Engil Latam Portugal ) Through Mota Engil Latin America BV Portugal (Porto) Management of financial holdings Jul/15 Mota Engil Energia Peru S.A. ( Mota Engil Energia Peru ) Through Mota Engil Peru Through Mota Engil Engenharia e Construção Peru (Lima) Other business activities May/11 Mota Engil Tourism, B.V.( Mota Engil Tourism BV ) Through Flame Investments Netherlands (Amesterdam) Management of financial holdings Sep/15 Mota Engil México, S.A. de C.V. ( Mota Engil México ) Through Mota Engil Latin America BV Through Mota Engil América Latina SAPI Through Mota Internacional Mexico (Mexico City) Construction and public works Jan/10 Mota Engil-Opway Mexicana, S.A. de C.V. ( Mota Engil-Opway Mexicana ) Through Mota Engil América Latina SAPI Through Opway Mexico Mexico (Mexico City) Management of financial holdings Jan/10 Mota Engil Turismo, S.A. de CV ( Mota Engil Turismo operacional ) Through Mota Engil Turismo Holding Through Mota Engil América Latina SAPI de CV Mexico (Mexico City) Real estate and tourism Feb/15 Mota Engil Turismo Holding, S.A.P.I. de C.V. ( Mota Engil Turismo Holding ) Through Mota Engil México Through Mota Engil Tourism BV Mexico (Mexico City) Management of financial holdings Jun/15 Mota Engil Peru, S.A. ( Mota Engil Peru ) Through Mota Engil Latin America BV Through Mota Engil Engenharia e Construção Peru (Lima) Construction and public works Sep/86 Mota Engil Prodi S.A.P.I. de C.V. ( Mota Engil Prodi ) Through Mota Engil México Mexico (Mexico City) Construction and public works Feb/14 Mota Engil Chile S.A. ( Mota Engil Chile ) Through Mota- Engil Latam Portugal Through Mota- Engil Engenharia e Construção Chile (Santiago) Construction and public works Feb/13 Opway México ( Opway Mexico ) Through Mota Engil América Latina SAPI Mexico (Mexico City) Construction and public works Promotora Inmobiliaria Santa Clara, S.A. ( Santa Clara ) Through Mota- Engil Peru Peru (Lima) Property promotion services May/12 Rentaco Peru, S.A. ( Rentaco Peru ) Through Mota Engil Peru Through Mota Engil Energia Peru Peru (Lima) Generation and distribution of electric energy Feb/13 Tarucani Generating Company, S.A. ( Tarucani ) Through Mota- Engil Energia Peru Through Mota- Engil Peru Peru (Lima) Generation and distribution of electric energy Apr/00 Tertir Peru, S.A. ( Tertir Peru ) Through Tertir Through Mota Engil Peru Peru (Lima) Exploitation of terminals Tracevia do Brasil -Sistemas de Telemática Rodoviaria Ltda. ( Tracevia Brasil ) Through MEBR Engenharia, Consultoria e Participações, Ltda. Brazil (São Paulo) Design, installation, development and maintenance of ITS Mar/11 * In previous years consolidated in ME Colombia

216 214 CONSOLIDADATED REPORT AND ACCOUNTS 2015 Investments in associates using equity method Group and associate companies included in the consolidation using the equity method, their headquarters and effective holding percentage as at 31 st December 2015, are as follows: Designation Headquarters Effective holding percentage ASSOCIATE COMPANIES PARENT COMPANY OF THE GROUP AND RELATED ACTIVITIES Nortenha Angola, SGPS, S.A. ( Nortenha ) Portugal Riscos e Diâmetros Angola, SGPS, S.A. ( Riscos e Diâmetros Angola ) Portugal SMGT Angola, SGPS, SA ( SMGT ) Portugal Sangobiar Perú, S.A. ( Sangobiar ) Peru Vitropor Moçambique, SGPS, S.A. ( Vitropor Moçambique ) Portugal Sunviauto Internacional, SGPS, S.A. ( Sunviauto Internacional ) Portugal EUROPE ENGINEERING & CONSTRUCTION M-Invest Slovakia Mierova, s.r.o. ( Mierova ) Slovakia Turalgo-Sociedade de Promoção Imobiliária e Turística do Algarve, S.A. ( Turalgo ) Portugal EUROPE ENVIRONMENT & SERVICES Ambilital Investimentos Ambientais no Alentejo, EIM. ( Ambilital ) Portugal Chinalog Serviços Logísticos e Consultadoria, Lda. ( Chinalog ) Portugal Citrup Centro Integrado de Resíduos, Lda. ( Citrup ) Portugal Ecolezíria Empresa Intermunicipal para Tratamento de Resíduos Sólidos, E. I. M. ( Ecolezíria ) Portugal Haçor, Conc. Edifício do Hospital da Ilha Terceira, S.A. ( Haçor ) Portugal HL Sociedade Gestora do Edifício, S.A. ( HL Sociedade Gestora do Edifício ) Portugal Ibercargo Rail, S.A. ( Ibercargo ) Spain Logz Atlantic Hub, S.A. ( Logz ) Portugal Manvia II Condutas, Lda. ( Manvia II Condutas ) Portugal Manvia Condutas Moçambique, Lda. ( Manvia Condutas Moçambique ) Mozambique Operestiva Empresa de Trabalho Portuário de Setúbal, Lda. ( Operestiva ) SLPP Group Portugal Sadoport Terminal Marítimo do Sado, S.A. ( Sadoport ) SLPP Group Portugal SLPP Serviços Logísticos de Portos Portugueses, S.A. ( SLPP ) SLPP Group Portugal Tersado Terminais Portuários do Sado, S.A. ( Tersado ) Portugal AFRICA Automatriz, S.A. ( Automatriz ) Angola Icer Indústria de Cerâmica, Lda. ( Icer ) Angola Mebisa Minerais e Britagens, S.A. ( Mebisa ) Angola Vista Power, Lda. ( Vista Power ) Angola LATIN AMERICA Autopista Urbana Siervo de la Nacion, SAPI de CV ( Autopista Siervo de la Nacion ) Mexico Concessionária Autopista Cardel-Poza Rica SA de CV ( Concessionária Autopista Cardel ) Mexico Concessionária Autopista Tuxpan-Tampico SA de CV ( Concessionária Autopista Tuxpan-Tampico ) Mexico Construtora Tuxpan Tampico ( Construtora Tuxpan Tampico ) Mexico Constructora Auto-Pista Perote Xalapa, SA de CV ( Constructora Perote Xalapa ) Mexico Constructora Concessionária Autopista Cardel-Poza Rica, S.A. de CV ( Constructora Cardel-Poza Rica ) Mexico Constructora M&R, S.A. de C.V. ( Constructora M&R ) Mexico Constructora Gran Canal SAPI de CV ( Construtora Gran Canal ) Mexico Eco Innovacion Ambiental SAPI de CV ( Eco Innovacion ) Mexico Gestion e Innovacion en Servicios Ambientales SA de CV ( GISA ) Mexico M&R de Occidente SAPI de CV ( Concessionária M&R ) Mexico MARTIFER GROUP Portugal 37.50

217 CONSOLIDATED FINANCIAL INFORMATION 215 Designation Headquarters Effective holding percentage JOINTLY CONTROLLED COMPANIES EUROPE ENVIRONMENT & SERVICES Aqualevel, Soc. Unipessoal, Lda. ( Aqualevel ) Indaqua Group Portugal Águas de S. João, E.M., S.A. ( Águas de S. João ) Indaqua Group Portugal Indaqua Indústria e Gestão de Águas, S.A. ( Indaqua ) Indaqua Group Portugal Indaqua Fafe Gestão de Águas de Fafe, S.A. ( Indaqua Fafe ) Indaqua Group Portugal Indaqua Feira Indústria de Águas de Santa Maria da Feira, S.A. ( Indaqua Feira ) Indaqua Group Portugal Indaqua Matosinhos Gestão de Águas de Matosinhos, S.A. ( Indaqua Matosinhos ) Indaqua Group Portugal Indaqua Oliveira de Azeméis Gestão de Águas de Oliveira de Azeméis, S.A. ( Indaqua Oliveira de Azeméis ) Indaqua Group Portugal Indaqua Santo Tirso/Trofa Gestão de Águas de Santo Tirso e Trofa, S.A. ( Indaqua Sto. Tirso/Trofa ) Indaqua Group Portugal Indaqua Vila do Conde Gestão de Águas de Vila do Conde, S.A. ( Indaqua V. Conde ) Indaqua Group Portugal LATIN AMERICA Terminais Portuários Euroandinos Paita, S.A. ( TPE Paita ) Peru ASCENDI GROUP Ascendi Group, SGPS, S.A. ( Ascendi Group ) Portugal Ascendi Serviços de Assessoria, Gestão e Operação, S.A. ( Ascendi SA ) Portugal Ascendi Pinhal Interior Estradas do Pinhal Interior, S.A. ( Ascendi Pinhal Interior ) Portugal Ascendi Operadora PI, Operação e Manutenção Rodoviária, S.A. ( Ascendi Operadora Pinhal Interior ) Portugal Ascendi PT II SGPS, S.A. ( Ascendi PT II ) Portugal Ascendi Mexico, S.A. C.V. ( Ascendi México ) Mexico Ascendi Norte, Auto-Estradas do Norte, S.A. ( Ascendi Norte ) Portugal Ascendi Douro, Estradas do Douro Interior, S.A. ( Ascendi Douro ) Portugal Ascendi Beiras Litoral e Alta, Auto-Estradas das Beiras Litoral e Alta, S.A. ( Ascendi B. Litoral e Alta ) Portugal Ascendi Costa de Prata, Auto-Estradas da Costa de Prata, S.A. ( Ascendi Costa de Prata ) Portugal Ascendi Grande Porto, Auto-Estradas do Grande Porto, S.A. ( Ascendi Grande Porto ) Portugal Ascendi Grande Lisboa, Auto-Estradas da Grande Lisboa, S.A. ( Ascendi Grande Lisboa ) Portugal Ascendi Operadora BLA, Operação e Manutenção Rodoviária, S.A. ( Ascendi Operadora BLA ) Portugal Ascendi Operadora CP, Operação e Manutenção Rodoviária, S.A. ( Ascendi Operadora CP ) Portugal Ascendi Operadora GP, Operação e Manutenção Rodoviária, S.A. ( Ascendi Operadora GP ) Portugal Ascendi Operadora GL, Operação e Manutenção Rodoviária, S.A. ( Ascendi Operadora GL ) Portugal Ascendi Operadora DI, Operação e Manutenção Rodoviária, S.A. ( Ascendi Operadora DI ) Portugal Ascendi Operadora NT, Operação e Manutenção Rodoviária, S.A. ( Ascendi Operadora NT ) Portugal Ascendi O&M, S.A. ( Ascendi O&M ) Portugal Ascendi International Holding, B.V. ( Ascendi International Holding ) Netherlands Ascendi IGI, Inovação e Gestão de Infra-Estruturas, S.A. ( Ascendi IGI ) Portugal Ascendi Financing, B.V. ( Ascendi Financing ) Netherlands Concessionária Autopista Perote-Xalapa, S.A. de C.V. ( Concessionária Autopista Perote-Xalapa ) Mexico Concessionária Rodovias do Tietê, S.A. ( CRT ) Brazil Branch Moçambique Ascendi Mozambique Estradas do Zambeze, S.A. ( Estradas do Zambeze ) Mozambique Esconcessões Latam Holding B.V. ( ESConcessions Latam Holding ) Netherlands Lusoponte Concessionária para a Travessia do Tejo, S.A. ( Lusoponte ) Portugal MRN Manutenção de rodovias nacionais, S.A. ( MRN ) Portugal Operadora Estradas Zambeze, S.A. ( Operadora Estradas Zambeze ) Mozambique Operadora Autopista Perote-Xalapa, S.A. de C.V. ( Operadora Perote Xalapa ) Mexico Portvias Portagem de Vias, S.A. ( Portvias ) Portugal Via Verde Portugal Gestão de Sistemas Electrónicos de Cobrança, S.A. ( Via Verde ) Portugal Scutvias Autoestradas da Beira Interior, S.A. ( Scutvias ) Portugal 13.34

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219 03 SUPERVISION REPORTS We are benchmark in Poland Reputation is achieved, job after job, year after year. Thanks to an ever more significant and diversified portfolio, such a the new Warsaw public library, the Mota-Engil Group stands out in Poland as a trusted partner with 18 years of experience and a consolidated position among the ten largest builders of this country. We are Mota Engil throughout the world

220 218 CONSOLIDATED REPORT AND ACCOUNTS 2015 ANTÓNIO MAGALHÃES & CARLOS SANTOS Sociedade de Revisores Oficiais de Contas Registo na Ordem dos Revisores Oficiais de Contas sob o nº.53 Registo na CMVM com o nº Contribuinte nº LEGAL CERTIFICATION OF CONSOLIDATED ACCOUNTS (TRANSLATION OF A REPORT ORIGINALLY ISSUED IN PORTUGUESE) INTRODUCTION 1. We have audited the consolidated financial statements of MOTA ENGIL, SGPS, S.A., which include the Consolidated Statement of Financial Position at the 31 st December 2015, (which evidences a total of thousand Euro and a total equity of thousand Euro, including a consolidated net profit of thousand Euro), the Consolidated Statements of Income and of Income and other Comprehensive Income, of Changes in Equity and of Cash Flow for the financial year finished at that date and the corresponding Notes. RESPONSABILITIES 2. The Company s Board of Directors is responsible for the preparation of consolidated financial statements which disclose a true and suitable view of the group of companies included in the consolidation financial position, the consolidated results and the consolidated comprehensive income of its operations, the consolidated changes in equity and the consolidated cash flows, as well as the utilization of adequate methods and polices of accounting for that purpose, and the maintenance of an appropriate internal control system. 3. Our responsibility consists of expressing a professional and independent opinion based in our examination of those consolidated financial statements. SCOPE 4. Our examination was performed in accordance with the Technical Standards and Guidelines issued by the Ordem dos Revisores Oficiais de Contas (Portuguese Institute of Statutory Auditors), which require a planned and executed examination in order to obtain an acceptable reliance degree on if the consolidated financial statements are exempt from significant deviations. So, the aforesaid examination included: - the verification if the financial statements of the group of companies included in the consolidation were properly examined and if not, on the relevant cases, the verification, in a sampling basis, of the support of the amounts and the disclosure, in them contained, and the evaluation of the estimates, based on judgments and methods defined by the Company s Board of Directors, used in their preparation; - the verification of the consolidation operations and the application of the equity method; - the appreciation of the adequacy of the adopted accounting policies, their uniform application and their disclosure, taking into account the circumstances. - the verification of the applicability of the going concern concept; and - the appreciation of being adequate, on the whole, the consolidated financial statements presentation. 5. Our examination also includes verifying that the information included in the consolidated Management Report is consistent with the consolidated financial statements mentioned above, as well as with the verifications required by the numbers 4 and 5 of the Article 451º of Código das Sociedades Comerciais (Portuguese Companies Code). Page 1 of 2 Rua do Campo Alegre, 606 2º-Salas 201/ Porto Telefones: (08) Fax: mail.geral@csroc.com

221 SUPERVISION REPORTS 219 ANTÓNIO MAGALHÃES & CARLOS SANTOS Sociedade de Revisores Oficiais de Contas Registo na Ordem dos Revisores Oficiais de Contas sob o nº.53 Registo na CMVM com o nº Contribuinte nº We understand that the performed examination allows an acceptable basis for the expression of our opinion. OPINION 7. In our opinion, the mentioned consolidated financial statements present in a true and appropriate manner, in all relevant aspects, the consolidated financial position of MOTA-ENGIL, SGPS, S.A., on the 31 st of December 2015, the consolidated results and the comprehensive income of its operations, the consolidated changes in equity and the consolidated cash flows for the year then ended, in conformity with International Financial Reporting Standards as adopted by the European Union. REPORT ON OTHER LEGAL REQUIREMENTS 8. It is also our opinion that the information included in the consolidated Management report is consistent with the consolidated financial statements for the year and that the Corporate Governance Report includes the information required by the Article 245º-A of Código dos Valores Mobiliários (Securities Market Code). Porto, 19 th April 2016 Carlos Afonso Dias Leite Freitas dos Santos R.O.C. nº.1314 R.O.C. Executor Registered in CMVM with nº António Magalhães & Carlos Santos - SROC represented by the Partner-Director António Monteiro de Magalhães R.O.C. nº. 179 Registered in CMVM with nº Rua do Campo Alegre, 606 2º-Salas 201/ Porto Telefones: (08) Fax: mail.geral@csroc.com

222 220 CONSOLIDATED REPORT AND ACCOUNTS 2015 To the Shareholders of MOTA-ENGIL, SGPS, S.A. REPORT AND OPINION OF THE STATUTORY AUDIT BOARD (translation of a report originally issued in Portuguese) In compliance with legal and statutory obligations, the Statutory Audit Board of MOTA-ENGIL, SGPS, S.A., presents the report of its activities during 2015, as well as its opinion on the documents comprising the consolidated financial report, which include the Management Report and the Consolidated Financial Statements presented by the Company s Board of Directors for that year. The Statutory Audit Board, as is customary, met regularly and accompanied the progress of the Company, particularly through contacts with the Board of Directors and its members and with the main persons responsible for the Group's services, who provided all the information that was needed. The Statutory Audit Board also accompanied the activity of the Firm of Statutory Auditors, and in this way, obtained elements that were useful to them in the performance of their supervisory responsibilities. The Statutory Audit Board analysed the aforesaid documents of the consolidated financial report, the Audit Clearance for the Consolidated Accounts, issued by the Statutory Audit Firm, and the Report of the Statutory Auditor, who is registered with the CMVM (Portuguese Market Securities Commission). Pursuant to the terms of Art. 245(1)(c) of the Securities Code, the members of the Statutory Audit Board hereby declare that, to the best of our knowledge, the information contained in the Consolidated Report and Accounts for 2015 was drawn up in accordance with the applicable accounting principles and gives a true and fair view of the assets and liabilities, the financial situation and the results of MOTA-ENGIL, SGPS, S.A. and the companies within the perimeter of its consolidation, and that the management report faithfully describes the progress of the business, performance and position of MOTA-ENGIL, SGPS, S.A., and the companies within the perimeter of its consolidation, including a description of the main risks and uncertainties they face. In light of the foregoing, the Statutory Audit Board is of the opinion that the aforementioned documents of the consolidated financial report presented by the Board of Directors should be approved. Porto, April 19,

223 SUPERVISION REPORTS 221 AUDITORS REPORT CONSOLIDATED FINANCIAL STATEMENTS (Translation of a report originally issued in Portuguese. In the event of discrepancies, the Portuguese language version prevails.) Introduction 1. In compliance with article number 245 of the Securities Market Code, we hereby present our Auditors Report on the consolidated financial information contained in the Board of Directors Report and on the accompanying consolidated financial statements for the year ended 31 December 2015 of Mota-Engil, S.G.P.S., S.A. and subsidiaries ( the Company ), which comprise the Consolidated Statement of the Financial Position as of 31 December 2015, that presents a total of 5,115,827 thousands of Euros and shareholders equity of 693,067 thousands of Euros, including a net consolidated profit attributable to the Group of 19,046 thousands of Euros, the Consolidated Statements of Income and of Income and Other Comprehensive Income, of Changes in Equity and of Cash Flows for the year then ended and the corresponding notes. Responsibilities 2. The Company s Board of Directors is responsible for: (i) the preparation of consolidated financial statements that present a true and fair view of the financial position of the Company and of the group of companies included in the consolidation, the consolidated results and comprehensive income of their operations, the changes in its consolidated equity and their consolidated cash flows; (ii) the preparation of historical financial information in accordance with the International Financial Reporting Standards as adopted by the European Union, and that is complete, true, up-to-date, clear, objective and licit, as required by the Securities Market Code; (iii) the adoption of adequate accounting principles and criteria and the maintenance of appropriate internal control systems; and (iv) the information on any significant facts that have influenced its operations and the operations of the group of companies included in the consolidation, their financial position, their results or their comprehensive income. 3. Our responsibility is to verify the financial information included in the documents of account referred to above, including if, in all material respects, the information is complete, true, up-to-date, clear, objective and licit, as required by the Securities Market Code, and issuing a professional and independent report based on our examination.

224 222 CONSOLIDATED REPORT AND ACCOUNTS 2015 Page 2 of 2 Scope 4. Our examination was performed in accordance with the Technical Review/Audit Standards ( Normas Técnicas e as Directrizes de Revisão/Auditoria ) issued by the Portuguese Institute of Statutory Auditors ( Ordem dos Revisores Oficiais de Contas ) which require that the examination be planned and performed with the objective of obtaining reasonable assurance about whether the consolidated financial statements are free of material misstatement. This examination included verifying, on a sample basis, evidence supporting the amounts and disclosures in the financial statements and assessing the estimates, based on judgements and criteria defined by the Company s Board of Directors, used in their preparation. This examination also included the verification of the consolidation procedures used, the application of the equity method, as well as verifying that the financial statements of the companies included in the consolidation have been appropriately examined, assessing the adequacy of the accounting principles used and their uniform application and disclosure, taking into consideration the circumstances, the verification of the applicability of the going concern concept, the verification of the adequacy of the overall presentation of the consolidated financial statements, and the assessment whether, in all material respects, the information is complete, true, up-to-date, clear, objective and licit. Our examination also comprised verifying that the consolidated financial information contained in the Board of Directors Report is in accordance with the other consolidated documents of account, as well to perform the verifications established in numbers 4 and 5 of the article 451º of the Commercial Companies Code. We believe that our examination provides a reasonable basis for expressing our opinion. Opinion 5. In our opinion, the consolidated financial statements referred to in paragraph 1 above, present fairly, in all material respects, the consolidated financial position of Mota-Engil, S.G.P.S., S.A. and subsidiaries as of 31 December 2015, the consolidated results and comprehensive income of its operations, the changes in its consolidated equity and their consolidated cash flows for the year then ended, in accordance with the International Financial Reporting Standards as adopted by the European Union, and the information contained therein is, in terms of the definitions included in the technical standards referred to in paragraph 4 above, complete, true, up-to-date, clear, objective and licit. Report on other legal requirements 6. It is also our opinion that the financial information included in the Board of Directors Report is in accordance with the consolidated financial statements of the year and the reporting of the corporate governance practices includes the information required to the Company, as established by the Article 245º- A of the Securities Market Code. Porto, 19 April 2016 Deloitte & Associados, SROC S.A. Represented by António Manuel Martins Amaral

225 SUPERVISION REPORTS 223

226

227 REPORT ON CORPORATE GOVERNANCE PRACTICES 04 We are leadership in Portugal Almost 70 years of proven competence affirm Mota Engil as a national leader with a presence in the Top 100 worldwide in construction. The new head office of EDP marks a significant achievement in engineering in the country, in an imposing building designed to accommodate 750 employees in the centre of Lisbon. We are Mota-Engil throughout the world

228 Table of Contents PART I Information on Shareholder Structure, Organisation and Governance of the Company 227 A. Shareholder Structure 227 I. Capital Structure 227 II. Participations and bonds 228 B. Company Bodies and Committees 229 I. Annual General Meeting 229 II. Administration and Supervision 231 III. Supervision 244 IV. Statutory auditor 249 V. External auditor 249 C. Internal Organisation 252 I. Articles of association 252 II. Reporting of irregularities 252 III. Internal control and risk management 253 IV. Investor support 259 V. Website 261 D. Remuneration 262 I. Responsibility for determination 262 II. Remuneration Committee 262 III. Structure of the remuneration 263 IV. Publication of remuneration 269 V. Agreements with remunerative implications 271 VI. Plans for the awarding of shares or stock options 271 E. Transactions with Related Parties I. Mechanisms and control procedures II. Elements Relative to the business PART II Assessment of Corporate Governance Identification of the corporate governance code adopted Analysis of compliance with the corporate governance code adopted Other Information 276

229 REPORT ON CORPORATE GOVERNANCE PRACTICES 227 A. SHAREHOLDER STRUCTURE I. Capital structure 1. Capital structure (share capital, number of shares, distribution of capital to shareholders, etc.) including listing of shares not admitted for trading, different categories of shares, rights and duties inherent to them and the percentage of capital that each category represents (article 245-A, paragraph 1, sec. a). The share capital of Mota-Engil SGPS, S.A. is 237,505,141 euros and is represented by 237,505,141 ordinary shares with a nominal value of 1 euro per share. All shares are listed on NYSE Euronext Lisbon. PART I Information on Shareholder Structure, Organisation and Governance of the Company Distribution of capital by shareholders on 31 st December 2015: Shareholders No. of shares % Capital % Voting rights Own shares: 1,559, % Qualified holdings: FM Sociedade de Controlo, SGPS, SA 148,974, % 63.14% Amber Capital Management LP 4,275, % 1.81% Invesco Limited 4,113, % 1.74% Freefloat 78,582, % 33.31% 237,505, % % 2. Restrictions to the transferability of shares, such as consent for alienation clauses, or limitations to share ownership (article 245-A, no. 1, sec. b). There are no restrictions on the transfer of shares. 3. Number of own shares, corresponding percentage of share capital and percentage of voting rights corresponding to its own shares (article 245-A, no. 1, sec. A). On 31 st December 2015, Mota-Engil SGPS, S.A. held 1,559,742 treasury shares corresponding to 0.66% of share capital, which do not grant voting right. 4. Significant agreements in which the Company is a party and that shall come into force, be modified or terminated upon a change in the Company s control, as a result of a public offer of acquisition, as well as their effects, unless if, due to its nature, their disclosure is prejudicial to the Company, unless the Company is obliged to disclose such information under other legal imperatives (article 245-A, no. 1, sec. j). There are no significant agreements in which the Company is a party or that shall come into force, be modified or terminated in case of change in the Company s control. 5. System of renewal or revoking of defensive measures, especially those that stipulate the limitations of the number of votes susceptible to being held or exercised, by a single shareholder individually or in coordination with other shareholders. No defensive measures were adopted and there are no statutory limitations on the number of votes that may be exercised by a single shareholder.

230 228 CONSOLIDADATED REPORT AND ACCOUNTS Shareholder agreements that may be known to the company and lead to restrictions in the transmission of securities or voting rights (article 245-A, no. 1, sec. g). The Company has no knowledge of any shareholder agreements that may result in restrictions in the transmission of securities or voting rights. II. Participations and bonds 7. Identification of legal persons who, directly or indirectly, hold qualified holdings (article 245-A, no. 1, sec. c and d, and article 16), with detailed indication of the percentage of capital, attributable votes, source and causes of attribution. On 31 st December 2015 and according to the notifications received by the Company, the shareholders who, under article 20 of the Companies Code, have representative qualifying holdings of, at least, 2% of the share capital of Mota-Engil SGPS, S.A., are the following: Shareholders No. of shares % Capital % Voting rights Mota Gestão e Participações, SGPS, SA (*) 131,568, % 55.76% António Manuel Queirós Vasconcelos da Mota (**) (a) 5,433, % 2.30% Maria Paula Queirós Vasconcelos Mota de Meireles (**) (a) 4,484, % 1.90% Maria Teresa Queirós Vasconcelos Mota Neves da Costa (**) (a) 3,676, % 1.56% Maria Manuela Queirós Vasconcelos Mota dos Santos (**) (a) 3,675, % 1.56% Maria Sílvia Fonseca Vasconcelos Mota (***) 87, % 0.04% Carlos António Vasconcelos Mota dos Santos (**) (***) 50, % 0.02% ATTRIBUTABLE TO FM SOCIEDADE DE CONTROLO, SGPS, SA 148,974, % 63.14% Amber Capital UK LLP (*) 4,275, % 1.81% ATTRIBUTABLE TO AMBER CAPITAL MANAGEMENT LP 4,275, % 1.81% Invesco Perpetual European Sm Cos (*) 1,715, % 0.73% Invesco Perpetual European Opportunities Fund (*) 1,414, % 0.60% Invesco Pan European Small Cap Equity Fund (*) 933, % 0.40% Invesco Global Europe Mid Mother Fund (*) 19, % 0.01% Invesco Europe Equity Fund (*) 17, % 0.01% Powershares FTSE Rafi Dev Markets (*) 9, % 0.00% Powershares FTSE Rafi Eur Small-Mid Fund (*) 4, % 0.00% ATTRIBUTABLE TO INVESCO LIMITED 4,113, % 1.74% OWN SHARES 1,559, % FREEFLOAT 78,582, % 33.31% TOTAL 237,505, % % (*) Direct shareholder of the Company. (**) Member of the Board of Directors of the Company. (***) Director of the Company. At as 31 st December 2015, 100% of Mota Gestão e Participações, SGPS, S.A., was owned by FM Sociedade de Controlo, SGPS, S.A. which 100% share was owned by the Board of Directors marked with (a) above. As at this report date, 149,967,703 shares, corresponding to 63.14% of the share capital of Mota-Engil, SGPS, S.A., granting 64.13% of rights to vote were attributable to FM Sociedade de Controlo, SGPS, S.A.

231 REPORT ON CORPORATE GOVERNANCE PRACTICES 229 There are no shareholders, or category of shareholders, who hold special rights. 8. Indication of the number of shares and bonds held by management members and supervisory bodies. [NOTE: the information shall be provided in compliance with no. 5 of article 447 of the Companies Code]. Shares and bonds held by management members and supervisory bodies in the Company are divulged and annexed to the annual management report under the terms of article 447 of Companies Code and no. 7, article 14 of the CMVM (Comissão dos Mercados dos Valores Mobiliários) Regulations no. 5/ Special powers of the management body, namely regarding the decision to increase capital (article 245-A, no. 1, sec. i), with indication of date on which such powers were granted, term up to which they may be exercised, maximum quantitative limit of the increase in social capital, amount already issued under the powers granted and form of achieving the assigned powers. As defined in paragraph 7 of Article 6 of the Company Articles of Association, the Board of Directors of Mota-Engil SGPS, S.A. may deliberate on the increase in share capital of the Company, due to cash inflow, one or more times, in the maximum amount of 80 million euros, with the sole purpose of providing new shares to holders, which have requested the conversion of convertible bonds into ordinary shares of the Company. On 31 st December 2015, the Company had not issued any convertible bonds. 10. Information on the existence of significant relations of commercial nature between the holders of qualifying holdings and the Company. There are no significant relations of commercial nature between the holders of qualifying holdings and the Company. B. COMPANY BODIES AND COMMITTEES I. Annual General Meeting 11. Identification and duties of members of the Board of the Annual General Meeting and respective terms of office (beginning and end) On 31 st December 2015, the Board of the Annual General Meeting was composed of the following members mandated for the period : Chairman: Luís Neiva Santos Secretary: Rodrigo Neiva Santos 12. Potential restrictions to the right to vote, such as limitations to vote dependent on the ownership of a number or percentage of shares, deadlines set for the exercise of voting rights or systems that highlight ownership rights (article 245-A, no. 1, sec. f) According to Mota-Engil SGPS, S.A. s articles of association, each share corresponds to one vote, thus ensuring the necessary proportionality between the holding of capital and the right to vote.

232 230 CONSOLIDADATED REPORT AND ACCOUNTS 2015 Even though Mota-Engil SGPS, S.A. s articles of association provide for the possibility of the Company issuing preferred non-voting shares, this class of shares does not currently exist. According to article 24 of the Company s articles of association, in order for the General Meeting to gather and deliberate at first call, shareholders who hold shares corresponding to more than 50% of the share capital must be present or represented. The statutory rules on the exercise of voting rights by correspondence are stipulated in article 23 of the Company s articles of association. In accordance with this article, shareholders may vote by correspondence on each and every matter, there being no restriction in this regard. The Company provides a form for the exercise of voting rights by correspondence. This form can be obtained through from the Capital Market Relations Division (João Vermelho jvermelho@mota-engil.pt). Postal ballots shall be considered only if received at the Company s registered office at least three days before the date of the general meeting. The exercise of voting rights by electronic means is not yet possible. To date the Company has received no request for or expression of interest in the provision of these means from shareholders or investors. The Company shareholders may access, at the website ( the extracts of the General Meeting minutes, which are published within five days after the meeting is held. The Company has available, on its website ( information regarding resolutions made in the Company s General Meetings for the last three financial years, as well as the share capital represented and the results of the votes. The Company has not adopted any mechanism that causes the mismatch between the right to receive dividends or subscription of new securities and the voting rights of each share. 13. Indication of the maximum percentage of voting rights which may be exercised by a sole shareholder or shareholders who find themselves in one of the relationships covered by number 1 of article 20 The memorandum of association of the Company does not provide for a limitation to the votes able to be held or exercised by a sole shareholder individually or jointly with other shareholders. 14. Identification of the shareholder decisions which, by requirement of the articles of association, can only be taken with a qualified majority, in addition to those provided for under the law, and indication of said majorities In accordance with the provisions of the articles of association of the Company, the decisions of the Annual General Meeting should be taken by a simple majority except where the law requires differently.

233 REPORT ON CORPORATE GOVERNANCE PRACTICES 231 II. Administration and Supervision 15. Identification of the governance model adopted Mota-Engil SGPS, S.A. adopts a Latin/classic model of governance comprising of a Board of Directors, a Statutory Audit Board and a Statutory Auditor not a member of the Statutory Audit Board. The Board of Directors is the body responsible for undertaking all of the administrative actions relating to the company business, deciding on the strategic direction and the designation and general supervision of the Executive Committee and the expert committees it forms. The other two bodies have the responsibility of supervision and monitoring. The details of the structure adopted, the bodies of which it is composed and their corresponding functions and responsibilities are set out below. 16. Regulations in the articles of association regarding procedural and material requirements applicable to the nomination and substitution of members where applicable for the Board of Directors, the Executive Administration Board and the General and Supervisory Board (art. 245-A, no. 1, sec. h) The members of the Board of Directors are elected in accordance with the law and the articles of association under the terms of the proposal approved at the annual general meeting. In addition and as provided for by the law and the articles of association, the Board of Directors elected an Executive Committee. The articles of association do not provide for any specific regime relative to the substitution of members of the Board of Directors and, therefore, this takes place under the provisions of number 3 of article 39 of the Companies Code. 17. Composition as applicable of the Board of Directors, the Executive Administration Board and the General Supervisory Board with indication of the statutory minimum and maximum number of members and the statutory duration of the mandate of each member In accordance with the articles of association of the Company, the Board of Directors is composed of a minimum of three members and a maximum of 16 who may or may not be shareholders, elected at an annual general meeting. The mandate of the Board of Directors is four years with their re-election being permitted in legal term. The present mandate of the Board of Directors corresponds to the four year period from The Annual General meeting designates the Chairman and up to three deputy-chairmen from the Directors elected.

234 232 CONSOLIDADATED REPORT AND ACCOUNTS 2015 On 31 st December 2015, Mota-Engil, SGPS, S.A. had a Board of Directors made up of 16 members: one chairman, two deputy-chairmen and 13 directors. On that same date, seven of its members performed executive functions and formed an Executive Committee, while the remaining nine performed non-executive functions. Director First appointment Current term of office António Manuel Queirós Vasconcelos da Mota 31 March December 2017 Arnaldo José Nunes da Costa Figueiredo 26 May December 2017 Gonçalo Nuno Gomes de A. Moura Martins 28 March December 2017 Maria Manuela Queirós V. Mota dos Santos 31 March December 2017 Maria Teresa Queirós V. Mota Neves da Costa 31 March December 2017 Maria Paula Queirós V. Mota de Meireles 31 March December 2017 Carlos António Vasconcelos Mota dos Santos 17 April December 2017 Ismael Antunes Hernandez Gaspar 28 March December 2017 José Pedro Matos Marques Sampaio de Freitas 7 January 2013 (1) 24 April 2013 (2) 31 December 2017 António Martinho Ferreira de Oliveira 30 April December 2017 Gilberto Silveira Rodrigues 30 April December 2017 João Pedro dos Santos Dinis Parreira 30 April December 2017 Luís Filipe Cardoso da Silva 31 March December 2017 Luís Valente de Oliveira 31 March December 2017 António Bernardo A. da Gama Lobo Xavier 31 March December 2017 António Manuel da Silva Vila Cova 15 April December 2017 (1) Co-optation by the Board of Directors. (2) Ratification of the co-optation in the annual general meeting. On 2 nd February 2016, Gilberto Silveira Rodrigues requested his resignation from his position of director at Mota-Engil, SGPS, S.A.

235 REPORT ON CORPORATE GOVERNANCE PRACTICES Distinction between executive and non-executive members of the Board of Directors and, regarding the non-executive members, identification of the members who could be considered independent or, where applicable, identification of the independent members of the General and Supervisory Board Director Executive/ Non-executive (1) Independent/ Non-independent (2) António Manuel Queirós Vasconcelos da Mota Non-executive Non-independent Arnaldo José Nunes da Costa Figueiredo Non-executive Non-independent Gonçalo Nuno Gomes de A. Moura Martins Executive Non-independent Maria Manuela Queirós V. Mota dos Santos Non-executive Non-independent Maria Teresa Queirós V. Mota Neves da Costa Non-executive Non-independent Maria Paula Queirós V. Mota de Meireles Non-executive Non-independent Carlos António Vasconcelos Mota dos Santos Executive Non-independent Ismael Antunes Hernandez Gaspar Executive Non-independent José Pedro Matos Marques Sampaio de Freitas Executive Non-independent António Martinho Ferreira de Oliveira Executive Non-independent Gilberto Silveira Rodrigues Executive Non-independent João Pedro dos Santos Dinis Parreira Executive Non-independent Luís Filipe Cardoso da Silva Non-executive Non-independent Luís Valente de Oliveira Non-executive Independent António Bernardo A. da Gama Lobo Xavier Non-executive Independent António Manuel da Silva Vila Cova Non-executive Independent (1) Executive: member of the Executive Committee; non-executive: non-member of the Executive Committee; (2) Considered independent under the independence criteria set out in paragraph 18.1 of Annex I to CMVM Regulation No. 4/2013 and the recommendation II.1.7 of the Corporate Governance Code of CMVM (2013). It is understood that the annual remuneration of 35 thousand euros, 65 thousand euros and 39 thousand euros (see paragraph 77) of directors Luís Valente de Oliveira, António Bernardo A. da Gama Lobo Xavier and António Manuel da Silva Vila Cova, respectively, does not deprive them of their independence. As there are three independent members according to the above referred criteria, from a total of nine non-executive directors, it is deemed that a proper ratio of independent members exists among the non-executive directors. 19. Professional qualifications and other curricular elements of interest of each member, where applicable, of the Board of Directors, the General and Supervisory Board and the Executive Administration Board. António Manuel Queirós Vasconcelos da Mota (Chairman) Professional qualifications Licentiate Degree in Civil Engineering (Roadways) from the School of Civil Engineering of the University of Porto Professional activity in the last five years Currently, and besides being the Chairman of the Board of Directors and chairman of the Remuneration Committee of Mota-Engil, SGPS, SA, at least in the last five years, he performs duties in various governing bodies of companies of the Group and outside the Group

236 234 CONSOLIDADATED REPORT AND ACCOUNTS 2015 Gonçalo Nuno Gomes de Andrade Moura Martins (Deputy-Chairman) Professional qualifications Licentiate Degree in Law from the School of Law of the University of Lisbon Postgraduation in Management at the School of Management Professional activity in the last five years Since January 2009, he has been Chairman of the Board of Directors of Ascendi Group, SGPS, SA On 31 st December 2015, besides being the Vice-Chairman of the Board of Directors and member of the Executive Committee of Mota-Engil, SGPS, SA, he was performing duties in various governing bodies of companies of the Mota-Engil Group Arnaldo José Nunes da Costa Figueiredo (Deputy-Chairman) Professional qualifications Licentiate Degree in Civil Engineering from the School of Engineering of the University of Porto Professional activity in the last five years Chairman of the Board of Directors of Mota-Engil, Engenharia e Construção, SA Chairman of the Board of Directors of MEITS Mota-Engil, Imobiliária e Turismo, SA Manager of Mota Internacional, Lda. Member of the Remuneration Committee of Aurimove Sociedade Imobiliária, SA Currently, besides being the Deputy-Chairman of the Board of Directors and member of the Executive Committee of Mota-Engil, SGPS, SA, he performs duties in various governing bodies of companies of the Mota-Engil Group Maria Manuela Queirós Vasconcelos Mota dos Santos (Member) Professional qualifications Licentiate Degree in Economics from the School of Economics of the University of Porto Professional activity in the last five years Currently, besides being a member of the Board of Directors of Mota-Engil, SGPS, SA, at least for the past five years, she performs duties in various governing bodies of companies of the Mota-Engil Group and companies outside the Group Maria Teresa Queirós Vasconcelos Mota Neves da Costa (Member) Professional qualifications Licentiate Degree in Economics from the School of Economics of the University of Porto Professional activity over the last five years Currently, besides being a member of the Board of Directors of Mota-Engil, SGPS, SA, at least for the past five years, she performs duties in various governing bodies of companies of the Mota-Engil Group and companies outside the Group Maria Paula Queirós Vasconcelos Mota de Meireles (Member) Professional qualifications Licentiate Degree in Civil Engineering from the School of Engineering of the University of Porto (FEUP)

237 REPORT ON CORPORATE GOVERNANCE PRACTICES 235 Professional activity in the last five years On 31 st December 2015, and besides being a member of the Board of Directors and the Executive Committee of Mota-Engil, SGPS, SA, at least for the past five years, she performs duties in various governing bodies of companies of the Mota-Engil Group and companies outside the Group Ismael Antunes Hernandez Gaspar (Member) Professional qualifications Licentiate Degree in Civil Engineering (ISEL Lisbon Higher Institute of Engineering) Professional activity in the last five years Vice-Chairman of the Board of Directors of Mota-Engil, Ambiente e Serviços, SGPS, S.A. Currently, besides being a member of the Board of Directors and the Executive Committee of Mota-Engil, SGPS, SA, at least for the past five years, he performs duties in various governing bodies of companies of the Mota-Engil Group and companies outside the Group Luís Filipe Cardoso da Silva (Member) Professional qualifications Licentiate Degree in Economics from the School of Economics of the University of Porto Professional activity in the last five years Director of MESP, Mota-Engil Serviços Partilhados Administrativos e de Gestão SA Director of MESP Central Europe Sp. z.o.o. Director of Mota-Engil Brand Management B.V. Member of the General Council and Supervisory Board of Vortal Comércio Electrónico, Consultadoria e Multimédia, SA Member of the Supreme Council of Ascendi Group, SGPS, SA Director of Martifer, SGPS, SA Former member of the Supervisory Board of several companies of the Ascendi Group Currently, besides being a member of the Board of Directors of Mota-Engil, SGPS, SA, he performs duties in various governing bodies of companies of the Mota-Engil Group Carlos António Vasconcelos Mota dos Santos (Member) Professional qualifications Licentiate Degree in Civil Engineering from the School of Engineering of the University of Porto Master in Business Administration from the University of Porto Professional activity in the last five years Director of Mota-Engil, Engenharia e Construção, SA Member of the Supreme Council and Supervisory Board of Mota-Engil Angola, SA Vice-Chairman of the Board of Directors of Mota-Engil, Engenharia e Construção, SA Director of Mota-Gestão e Participações, SGPS, SA Currently, besides being a member of the Board of Directors and the Executive Committee of Mota-Engil, SGPS, SA, he performs duties in various governing bodies of companies of the Mota-Engil Group

238 236 CONSOLIDADATED REPORT AND ACCOUNTS 2015 José Pedro Matos Marques Sampaio de Freitas (Member) Professional qualifications Licentiate Degree in Economics from the Portuguese Catholic University Porto Professional activity in the last five years Chief Financial Officer (CFO) at Mota-Engil Group Non-executive Director at Sunviauto Group General-Director at Mota Gestão e Participações, SGPS, SA Responsible for the Financial Services at Ascendi Group Currently, besides being a member of the Board of Directors and the Executive Committee of Mota-Engil, SGPS, SA, he performs duties in various governing bodies of companies of the Mota-Engil Group Gilberto Silveira Rodrigues (Member) Professional qualifications Licentiate Degree in Civil Engineering (ISEP Porto Higher Institute of Engineering) Postgraduate Certificate in Advanced Management from Universidade Católica Portuguesa Professional activity in the last five years Member of the Board of Directros of Mota-Engil, Engenharia e Construção, SA Chairman of the Board of Directors Mota-Engil Angola, SA Currently, besides being a member of the Board of Directors and the Executive Committee of Mota-Engil, SGPS, SA, he performs duties in various governing bodies of companies of the Mota-Engil Group João Pedro dos Santos Dinis Parreira (Member) Professional qualifications Licentiate Degree in Law from the School of Law of the University of Coimbra Postgraduation in Management from Universidade Católica Portuguesa Professional activity in the last five years General Manager of Ascendi Group (responsible for Colombia, Peru and Mexico) Chairman of Mota-Engil México Member of the Board of Directors of Mota-Engil Latin America B.V. Currently, besides being a member of the Board of Directors and the Executive Committee of Mota-Engil, SGPS, SA, he performs duties in various governing bodies of companies of the Mota-Engil Group António Martinho Ferreira de Oliveira (Member) Professional qualifications Bachelor Degree in Civil Engineering from the Coimbra Higher Institute of Engineering Graduate in Management from Lisbon New University

239 REPORT ON CORPORATE GOVERNANCE PRACTICES 237 Professional activity in the last five years Director of Mota-Engil, Engenharia e Construção, SA Chairman of the Executive Committe of Mota-Engil, Engenharia e Construção, SA Chairman of the Board of Directors of Mota-Engil Serviços Partilhados Administrativos e de Gestão SA Currently, besides being a member of the Board of Directors and the Executive Committee of Mota-Engil, SGPS, SA, he performs duties in various governing bodies of companies of the Mota-Engil Group Luís Valente de Oliveira (Independent Member) Professional qualifications Licentiate Degree in Civil Engineering (UO) Doctorate Degree in Civil Engineering Professor (retired) of the School of Engineering of the University of Porto Professional activity in the last five years Director of Associação Empresarial de Portugal AEP European Coordinator of Auto-Estradas do Mar Director of Fundação Luso-Americana para o Desenvolvimento (FLAD) (Luso American Development Foundation) Member and Chairman of the Audit and Risk Committee of Millennium BCP Chairman of the Supervisory Board of EFACEC Since 2006, independent member of the Board of Directors of Mota-Engil, SGPS, SA António Bernardo Aranha da Gama Lobo Xavier (Independent Member) Professional qualifications Licentiate Degree in Law from the School of Law of the University of Coimbra Masters Degree in Juridical-Economic Sciences from the School of Law of the University of Coimbra Professional activity in the last five years From 1999 to the present, he has been a consultant for the executive committee of SonaeCom, being charged with directing the legal, tax, public relations and regulations departments Since 1985 he has worked independently as a legal consultant in the areas of Finance Law and Tax Law Since 2006, independent member of the Board of Directors of Mota-Engil, SGPS, SA António Manuel da Silva Vila Cova (Independent Member) Professional qualifications Licentiate Degree in Economics from the School of Economics of Porto Professional activity in the last five years Currently, he is a non-executive independent member of the Board of Directors of Mota-Engil, SGPS, SA and Member on the Supervisory Board of Banco Finantia

240 238 CONSOLIDADATED REPORT AND ACCOUNTS Family and professional or commercial relationships which are ongoing and significant on the part of the members of the Board of Directors, the General and Supervisory Board and the Executive Administration Board with shareholders to whom qualified participation is attributable greater than 2% of voting. The members of the Board of Directors, António Manuel Queirós Vasconcelos da Mota, Maria Manuela Queirós Vasconcelos Mota dos Santos, Maria Teresa Queirós Vasconcelos Mota Neves da Costa and Maria Paula Queirós Vasconcelos Mota de Meireles are siblings and holders of 100% of the share capital of FM Sociedade de Controlo, SGPS, S.A., to which dominance of Mota-Engil, SGPS, S.A. share capital and the respective voting rights are attributed. Board of Directors member Carlos António Vasconcelos Mota dos Santos is the son of Maria Manuela Queirós Vasconcelos Mota dos Santos while the member José Pedro Matos Marques Sampaio de Freitas is the son-in-law of Maria Paula Queirós Vasconcelos Mota de Meireles. 21. Organizational charts or tables of duties related to the division of responsibilities between the various corporate bodies, committees and/or departments of the Company, including information regarding the scope of the delegation of responsibilities, in particular as it relates to the delegation of the day-to-day management of the Company. SUPERVISORY BOARD GENERAL MEETING REMUNERATION COMMITTEE OFFICIAL AUDIT FRIM AUDIT, INVESTMENT AND RISK COMMITTE BOARD OF DIRECTORS CONSULTING AND STRATEGIC COMMITTEE AUDIT AND COMPILANCE EXECUTIVE COMMITTEE COMPANY SECRETARY ENGINEERING UNIT CORPORATE CENTER LEGAL AFFAIRS BUSINESS CONTROL CORPORATE FINANCES CORPORATE RISK CORPORATE STRATEGIC PLANNING TECHNOLOGY AND IT HUMAN RESOURCES STRATEGY AND SUSTAINABILITY INVESTORS RELATIONS COMMUNICATION AND INSTITUTIONAL RELATIONS STRUCTURAL FINANCING SOLUTIONS CORPORATE TAX

241 REPORT ON CORPORATE GOVERNANCE PRACTICES 239 Management bodies As at 31 st December 2015, Mota-Engil, SGPS, SA had a Board of Directors made up of 16 members: one chairman, two deputy-chairmen and 13 directors. On that same date, seven of its members performed executive functions and formed an Executive Committee, while the remaining nine performed non-executive functions. The Executive Committee was elected by the Board of Directors, having been delegated all the powers related to the management of activities at the Company and all its subsidiaries, in its strictest interpretation of making tactical options and controlling concrete lines of development in the various activities, assuming the responsibilities of executive management of the Group s business in line with the guidelines and policies defined by the Board of Directors. The Executive Committee can discuss all the matters that are the responsibility of the Board of Directors, without prejudice to only being able to deliberate on the matters delegated to them. All matters dealt with by the Executive Committee, even if included in its delegated responsibilities, are made known to the non-executive directors, who have access to the corresponding minutes and support documents. The Executive Committee meetings are held every three weeks, and at the beginning of the fiscal year all meetings to be held during the year are scheduled. The Chairman of the Executive Committee, through the Communication, Strategy and Institutional Relations Division, submits the notices and the minutes of the respective meetings in a timely fashion to the Chairman of the Board of Directors and the chairman of the Statutory Audit Board. The executive directors provide to non-executive directors as well as the other Board members, all necessary explanations for the exercise of these powers, either on their own initiative or at the request of said Board members. In addition to the functions that are attributed to it by law, the Board of Directors is essentially committed to defining and controlling the strategic development of the Group and each of its business and decision-making on matters of greater importance. In this context, no responsibilities were delegated concerning strategy and general policies of the Company, corporate structure of the Group and decisions that must be considered strategic due to the amounts, risk and particular characteristics. The Chairman of the Board of Directors has the responsibilities entrusted to him by law and by the articles of association. With regard to the assignment of posts to the members of the Board of Directors, particularly within the scope of the Executive Committee, the following are underscored: Gonçalo Nuno Gomes de Andrade Moura Martins Coordination of the Executive Committee Human resources and sustainability strategy Corporate strategic planning Legal matters Communication and institutional relations Chairman and CEO of Ascendi Group Chairman of Mota-Engil Africa Investors relations

242 240 CONSOLIDADATED REPORT AND ACCOUNTS 2015 José Pedro Matos Marques Sampaio de Freitas Chief Financial Officer (CFO) Chief Information Officer (CIO) Business control Corporate finance Corporate risk Corporate IT Investors relations Corporate tax Structural Financing Solutions Ismael Antunes Hernandez Gaspar Engineering unit Carlos António Vasconcelos Mota dos Santos Diversification coordination Chairman of Mota-Engil Environment & Services Chairman of Mota-Engil Europe Chairman of Mota-Engil Latin America António Martinho Ferreira de Oliveira CEO of Mota-Engil Europe (Engineering & Construction) Gilberto Silveira Rodrigues (*) CEO of Mota-Engil Africa João Pedro dos Santos Dinis Parreira CEO of Mota-Engil Latin America (*) On February 2, 2016, Mr. Gilberto Silveira Rodrigues requested his resignation from his position of director at Mota-Engil, SGPS, SA. As at 31 st December 2015, Gonçalo Nuno Gomes de Andrade Moura Martins, in the capacity of Chairman of the Executive Committee, was considered the Chief Executive Officer (CEO) of Mota-Engil. José Pedro Matos Marques Sampaio de Freitas, in the capacity of responsible for the financial areas of the Company, was considered the Chief Financial Officer (CFO). Non-executive directors monitor the Company s business, thus guaranteeing their effectiveness to supervise, inspect and assess the business, specifically through periodic meetings of the Board of Directors, without prejudice to access to any information or documentation as may be requested at any time. In exercising their non-executive duties, the directors were not faced with any constraints in The annual management report includes a description of the activity of the non-executive directors. Supervisory bodies Supervision of the Company is performed by a Statutory Audit Board and by a Statutory Auditor (auditing firm), performing the duties called for by law and by the articles of association. The General meeting shall elect the Statutory Audit Board and designate, at the proposal of the Statutory Audit Board, the Statutory Auditor or Auditing Firm.

243 REPORT ON CORPORATE GOVERNANCE PRACTICES 241 The Company s Statutory Audit Board is made up of four members, a chairman, two full members and an alternate member. Specialised committees Remuneration Committee In accordance with the articles of association the duties of the Remuneration Committee, elected by the shareholders at a general meeting, are to define the policy for the remuneration of the corporate officers, setting the applicable remuneration taking into account the duties performed, their performance and the Company s economic situation. In this connection, the Remuneration Committee constantly monitors and assesses the performance of the directors, verifying the extent to which the proposed objectives have been accomplished and meets as and when necessary. The directors remuneration includes a performance-based component. The committee elected for the four-year period is composed of the following members: António Manuel Queirós Vasconcelos da Mota, Maria Teresa Queirós Vasconcelos Mota Neves da Costa, both of whom are members of the management body, and Manuel Teixeira Mendes. Minutes are drawn up of all meetings held. Investment, Audit and Risk Committee The Investment, Audit and Risk Committee is normally composed of three permanent members (three non-executive directors, one of whom is an independent non-executive director), and it may invite other senior Group staff connected with the projects under evaluation. The main functions and responsibilities of the Committee are appraise and suggest investment and business risk policies and projects to the Board of Directors, examine and issue opinions on investment or divestment projects, issue opinions on getting into and out of new business areas and monitor relevant financial and corporate operations. Minutes are drawn up of all meetings held. As at 31 st December 2015, the members of the committee were: Maria Teresa Queirós Vasconcelos Mota Neves da Costa, Luís Filipe Cardoso da Silva and António Manuel da Silva Vila Cova, the last one being an independent non-executive director. No other committees were created within the Board of Directors, including the committees for assessment of performance of executive directors and for reflection on system structure and governance practices adopted, since it does not become necessary. Consulting and Strategic Committee The Consulting and Strategic Committee is a consulting body designated by the Mota Engil, SGPS, SA s Board of Directors and by proposal of its Chairman, having as function the deliberation, without a binding nature, on the issues set under its regulation and other issues mandated by the Board of Directors for their analysis and possible provision of opinions and recommendations, although without a binding nature for the Company. The Consulting and Strategic Committee is entrusted with monitoring and, on their own initiative, provide recommendations addressed at the Board of Directors, on the following issues: design and implementation of the strategic plan; the Group s strategy for each geographical area and its implementation. The Consulting and Strategic Committee is also entrusted with providing a mandatory opinion, without a binding nature, on issues such as the annual budget accounting, half-yearly and annual results and investment or divestment operations, or on getting into new markets and establish relevant strategic partnerships.

244 242 CONSOLIDADATED REPORT AND ACCOUNTS Existence and site where the regulations can be consulted, where applicable, for the Board of Directors, the General and Supervisory Board and the Executive Administration Board. The management and supervisory bodies for the Company have internal regulations for their function which are not published on the Company website and which are not available for consultation. Mota-Engil, SGPS, S.A. understands that the regulations go beyond the mere functioning of the bodies with a reserved content which is the reason that they are not publicly available. 23. Number of meetings held and level of attendance of each member, where applicable, of the Management Board, the General and Supervisory Board and the Executive Administration Board. In the course of 2015, 38 meetings of the Board of Directors and 16 meetings of the Executive Committee were held with the following level of attendance: Director Board of Directors Executive Committee António Manuel Queirós Vasconcelos da Mota 89% N.A. Arnaldo José Nunes da Costa Figueiredo 92% N.A. Gonçalo Nuno Gomes de A. Moura Martins 89% 100% Maria Manuela Queirós V. Mota dos Santos 92% N.A. Maria Teresa Queirós V. Mota Neves da Costa 97% N.A. Maria Paula Queirós V. Mota de Meireles 100% N.A. Carlos António Vasconcelos Mota dos Santos 89% 94% Ismael Antunes Hernandez Gaspar 89% 100% José Pedro Matos Marques Sampaio de Freitas 97% 100% António Martinho Ferreira de Oliveira 87% 100% Gilberto Silveira Rodrigues 82% 100% João Pedro dos Santos Dinis Parreira 84% 94% Luís Filipe Cardoso da Silva 100% N.A. Luís Valente de Oliveira 84% N.A. António Bernardo A. da Gama Lobo Xavier 84% N.A. António Manuel da Silva Vila Cova 84% N.A. Board of Directors and Executive Committee attended the meetings mentioned above, not through representation, but in person. 24. Indication of the company bodies responsible for assessing the performance of executive directors. The Remuneration Committee is the body responsible for assessing the performance and approving the remuneration of the members of the Board of Directors as representative of shareholders in accordance with the remuneration policy approved by the annual general meeting. 25. Predetermined criteria for the assessment of performance of executive directors. The quantitative element of the assessment of performance consists of a series of Key Performance Indicators (KPI) indexed in the Group s Strategic Plan, which orientates the performance in four dimensions: cash-flow generation, internal control/controlled risk, sustainable growth and organizational reinforcement.

245 REPORT ON CORPORATE GOVERNANCE PRACTICES 243 Below is an example of the KPI chart in effect at the Group. Cash-flow Internal control/ controlled risk Net margin Free Cash-Flow Turnover % of turnover generated by key clients Weight of the investment in the generation of future turnover Participation of the boards in ME Active School sustainable growth organizational strengthening The quantitative assessment is subsequently weighted by a discretionary, individual, qualitative assessment which may result in a pay-out value between a pre-established minimum and maximum percentage. 26. Availability, where applicable, of each member of the Board of Directors, the General and Supervisory Board and the Executive Administration Board with an indication of the responsibilities exercised simultaneously at other companies, within and outside of the Group, and other relevant activities exercised by members of said bodies in the course of the year. The responsibilities exercised by the directors in other companies (in their majority in Group companies or representing the Group) and other relevant activities are broken down at Appendix Functions performed by members of the Board of Directors, being the availability of each member for the exercise of their functions demonstrated not only by the posts they occupy but also by the degree of attendance and active participation of the directors in meetings whether of the Executive Committee, in the case of executive directors, or in meetings of the Board of Directors, for all members (according to 23 above). 27. Identification of the committees created, where applicable, in the Board of Directors, the General and Supervisory Board and the Executive Administration Board and the site where the regulations for their functioning may be consulted. In addition to the Executive Committee, the Board of Directors created the Investment, Audit and Risk Committee (according to 21 above). The respective internal regulations are not available for consultation. 28. Composition, where applicable, of the executive Committee and/or the identification of director(s). Director Gonçalo Nuno Gomes de A. Moura Martins Ismael Antunes Hernandez Gaspar Carlos António Vasconcelos Mota dos Santos José Pedro Matos Marques Sampaio de Freitas António Martinho Ferreira de Oliveira Gilberto Silveira Rodrigues (*) João Pedro dos Santos Dinis Parreira Function Deputy-chairman of the Board of Directors and Chief Executive Officer Member Member Chief Financial Officer (CFO) and Chief Information Officer (CIO) Member Member Member (*) On 2 nd February 2016, Mr. Gilberto Silveira Rodrigues requested his resignation from his position of director at the Company.

246 244 CONSOLIDADATED REPORT AND ACCOUNTS Indication of the responsibilities of each of the committees created and synthesis of the activities carried on in their exercise. On this matter, reference is made to 21 and 27 above. III. Supervision 30. Identification of the supervisory body (Statutory Audit Board, Audit Committee or General and Supervisory Board) corresponding to the model adopted. The Statutory Audit Board and the statutory auditor are the Company s supervisory bodies under the governance model adopted. 31. Composition, where applicable, of the Statutory Audit Board, the Audit Committee, the General and Supervisory Board or the Committee for Financial Matters, with an indication of the statutory minimum and maximum number of members, statutory duration of their mandate, the number of effective members, the date of nomination and the termination date for each member with reference to the point in the report where this information appears under the provisions of no. 18. In accordance with the Company s articles of association, the Statutory Audit Board should be composed of a minimum of three effective members, this number being set by the annual general meeting. The Statutory Audit Board also will have one or two alternate members if constituted with three or more effective members respectively. The Statutory Audit Board nominates its chairperson when the annual general meeting fails to do so. The mandate for members of the Statutory Audit Board has a duration of four years. The members nominated for the current mandate (four-year period ) and currently in post are: Member Function First appointment Current term of office Alberto João Coraceiro de Castro Chairman 30 March December 2017 José Rodrigues de Jesus Full member 30 March December 2017 Horácio Fernando Reis e Sá Full member 14 April December 2017 Pedro Manuel Seara Cardoso Perez Alternate member 30 March December Identification, where applicable, of the members of the Statutory Audit Board, the General Board and the Committee for Financial Matters who are considered to be independent, under the terms of art. 414, no. 5 of the Companies Code, referring to the point in the report where this information appears under the provisions of no. 19. All the members of the Statutory Audit Board, both full and alternate, comply with the independence criteria provided for under no. 5 of article 414, along with the incompatibility regulations provided for under no. 1 of article 414-A and those of the Companies Code.

247 REPORT ON CORPORATE GOVERNANCE PRACTICES Professional qualifications, where applicable, of each member of the Statutory Audit Board, the Audit Committee, the General and Supervisory Board or the Committee for Financial Matters and other relevant curricular matters referring to the point in the report where this information appears under the provisions of no. 21. Alberto João Coraceiro de Castro (Chairman) Professional qualifications Licentiate Degree in Economics from the School of Economics of the University of Porto Doctorate in Economics from the University of South Carolina Professional activity in the last five years Chairman of the Board of Directors of Instituição Financeira de Desenvolvimento, SA Member of the Board of Directors of Mystic Invest, SA Chairman of the Fiscal Board of Unicer Vice President of the Board of the General Assembly of Metro do Porto, SA Chairman of the Supervisory Council of the Cruz Vermelha Portuguesa Member of the Investment Committee of the Portuguese Venture Capital Initiative José Rodrigues de Jesus (Full Member) Professional qualifications Licentiate Degree in Economics from the School of Economics of the University of Porto Statutory Auditor Professional activity in the last five years University lecturer Statutory Auditor Member of the Supervisory Board of Mota-Engil, SGPS, SA Horácio Fernando Reis e Sá (Full Member) Professional qualifications Licentiate Degree in Law from the School of Law of the University of Coimbra Professional activity in the last five years Lawyer Member of the Fiscal Council of Mota-Engil, SGPS, SA 34. Existence and site where the functional regulations, where applicable, for the Statutory Audit Board, the Audit Committee, the General and Supervisory Board and the Committee for Financial Matters may be consulted, referring to the point in the report where this information appears under the provisions of no. 24. The Statutory Audit Board for Mota-Engil, SGPS, S.A. has internal functional regulations, although this is not published on the Company website and is not available for consultation. The Company understands that the regulations go beyond the merely functional aspects of the body with a reserved content which is why it is not made public.

248 246 CONSOLIDADATED REPORT AND ACCOUNTS Number of meetings held and the level of attendance, where applicable, of each member of the Statutory Audit Board, the Audit Committee, the General and Supervisory Board and the Committee for Financial Matters referring to the point in the report where this information appears under the provisions of no. 25. During 2015, five meetings of the Statutory Audit Board were held, with the presence of all of its members in office. 36. Availability of each of the members, where applicable, of the Statutory Audit Board, the Audit Committee, the General and Supervisory Board and the Committee for Financial Matters with indication of the posts held simultaneously in other companies, within and outside of the group, and other relevant activities carried on by the members of said bodies in the course of the period referring to the point in the report where this information appears under the provisions of no. 26. Alberto João Coraceiro de Castro (Chairman) Positions in other societies of the Mota-Engil Group, on 31 st December 2015 Does not perform any duties in other companies of the Mota-Engil Group Positions in other societies outside the Mota-Engil Group, on 31 st December 2015 Chairman of the Board of Directors of Instituição Financeira de Desenvolvimento, SA Member of the Board of Directoes of Mystic Invest, SA Chairman of the Fiscal Board of Unicer Bebidas S.A. Deputy-Chairman of the General Meeting of Metro do Porto, S.A. Chairman of the Supervisory Board of the Portuguese Red Cross Member of the Investment Committee of Portuguese Venture Capital Member of the Fiscal Council of Mota-Engil, SGPS, SA José Rodrigues de Jesus (Full Member) Positions in other societies of the Mota-Engil Group, on 31 st December 2015 Does not perform any duties in other companies of the Mota-Engil Group Positions in other societies outside the Mota-Engil Group, on 31 st December 2015 Member of the Supervisory Board of the following societies: Millenniumbcp Fortis, Grupo Segurador, SGPS, S.A. Germen Moagem de Cereais, S.A. Labesfal Laboratórios Almiro, S.A. Single Auditor of the following societies: Calfor Indústrias Metálicas, S.A. Edemi Gardens Promoção Imobiliária, S.A. Arsopi Holding, Sociedade Gestora de Participações Sociais, S.A. Arsopi Indústrias Metalúrgicas Arlindo S. Pinho, S.A. Arlindo Soares de Pinho, Lda. Imoágueda, S.A. Camilo dos Santos Mota, S.A. Oliveira Dias, S.A. Vacatio, S.A. Divinvest Promoção Imobiliária, S.A. DIMO Desenvolvimento Imobiliário e Construção, S.A. Instituto dos Vinhos do Douro e do Porto, I.P.

249 REPORT ON CORPORATE GOVERNANCE PRACTICES 247 Deputy-Chairman of the Association of Statutory Auditors Representative Assembly Board Vice-President of the Order of Economists Non-executive Director, also sitting on the Audit Committee, of Banco Comercial Português, S.A. Member of the Studies Office of the Order of the Chartered Accountants Member of the General Council of the Accounting Standards Commission Horácio Fernando Reis e Sá (Full Member) Positions in other societies of the Mota-Engil Group, on 31 st December 2015 Does not perform any duties in other companies of the Mota-Engil Group Positions in other societies outside the Mota-Engil Group, on 31 st December 2015 Does not hold positions in other societies outside the Mota-Engil Group 37. Description of the procedures and criteria applicable to the activities of the supervisory body for the purposes of contracting services additional to the external auditor. The Statutory Audit Board also receives the declaration of the independence of the auditor under the terms of article 62-B of Decree Law 487/99 of November 16 (amended by Decree Law 224/2008 of November 20), which describes the services provided by the auditor and other entities in the same network, the respective fees paid, any threats to their independence and the measures for its safeguarding. All threats to the independence of the auditor are assessed and discussed with the auditor together with the respective safeguarding measures. In addition, and as is provided for in the respective functional regulations, the Statutory Audit Board is responsible for studying and deciding, after hearing from the Audit, Investment and Risk Committee, on the provision by the external auditor of additional services to the Company or subsidiaries, together with the respective conditions. Where the added value for services other than auditing or related with the audit exceeds the sum of 300 thousand euros per year, the Statutory Audit Board should forward an opinion to the Executive Committee for study. 38. Other functions of the supervisory bodies and, where applicable, the Committee for Financial Matters. The Statutory Audit Board is responsible for the following, under the terms of the law and the respective functional regulation: Verify the observance of the law and regulations, the statutes and the regulations issued by the supervisory authorities together with the general policies, regulations and practices instituted within the Group. Verify the prosecution of the fundamental objectives regarding internal control and management of risks set by the Stock Exchange Commission in the Group companies subject to supervision on the basis of consolidation. Assess the reliability of the reports concerning the Group and Group companies subject to this obligation. Verify the suitability and supervise the fulfilment of the policies, criteria and accounting practices adopted and the documents on which they are based.

250 248 CONSOLIDADATED REPORT AND ACCOUNTS 2015 Verify the books, accounting records and documents on which they are based. Verify the extent of cash and stocks of any type of goods or securities belonging to the company or received as guarantee, deposit or other basis whenever judged to be necessary and in the manner felt to be appropriate. Call the annual general meeting where the chair fails to do so. Verify the accuracy of the accounting documents. Provide an opinion on the report, the accounts and the proposals submitted by the Board of Directors attesting to whether or not the report on the structure and practices of corporate governance published includes the elements referred to in article 245-A of the Securities Code. Elaborate an annual report on its supervisory activity. Supervise the process of preparation and publication of financial information by the Company. Learn of the communication of any irregularities detected by employees, shareholders or others. Contract the provision of specialist services which support one or more of its members in the exercise of their functions, the contracting and the remuneration of the specialists taking into account the importance of the matters in question and the financial situation of the Company. Regarding the statutory auditor: propose the nomination of the statutory auditor to the Annual General Meeting; supervise the audit of the accounts and documents for the provision of accounts to the Company; supervise the independence of the auditor and study and decide on the provision of additional services by the auditor to the Company or subsidiaries, together with the respective conditions. Regarding the Company s external auditor: submit to the Executive Committee a proposal relating to the external auditor to be contracted by the Company, including not only the proposal of who should provide these services but also their proposed remuneration; represent the Company to all intents and purposes together with the external auditor serving as the primary spokesman for the Company and recipient of the respective reports; ensure that adequate conditions are provided for the provision of their services by the Company; supervise the independence of the external auditor and study, and decide upon the provision of additional services and the respective conditions by the external auditor to the Company or subsidiaries after consulting the Audit, Investment and Risk Committee; where the value of services additional to the audit or related with the audit exceeds the sum of 300 thousand euros per year, the Statutory Audit Board should forward an opinion to the executive Committee for study; assess on an annual basis the action performed by the external auditor; provide an opinion on maintaining the external auditor beyond a period of eight years studying the conditions of independence and the advantages and costs of the replacement.

251 REPORT ON CORPORATE GOVERNANCE PRACTICES 249 Oversee the official activities of the CMVM, the General Taxation Board and the General Financial Inspectorate at Group companies. Ensure the effectiveness of the systems of internal control, internal auditing and management of risks. Provide a report on the transactions realised with qualified shareholders or entities related with them under the terms of article 20 of the Securities Code or the respective renovations where the added value per entity is greater than 500 thousand euros per year. In addition, and with respect to the relevant supervisory function, the Statutory Audit Board monitors the work plans and resources allocated to the Internal Audit and Compliance Office of the Company, being the receiver of periodical reports issued by these departments, as well as of information on matters related to accounting, identification or settlement of conflicts of interest and detection of possible illegalities. IV. Statutory auditor 39. Identification of the Statutory Auditor and the engagement partner. The post of statutory auditor of the Company is performed by António Magalhães & Carlos Santos, SROC, represented by António Monteiro de Magalhães, ROC (chartered accountant). 40. Indication of the number of consecutive years in which the Statutory Auditor has exercised the function for the company and/or Group. The post of Statutory Auditor is performed by António Magalhães & Carlos Santos, SROC since 2007, or for nine years, and on 2013 the rotation of the engagement partner has been carried on. 41. Description of other services provided by the Statutory Auditor to the company. During 2015 António Magalhães & Carlos Santos, SROC did not provide any other services to the Company and/or subsidiaries other than those of auditing. V. External auditor 42. Identification of the external auditor nominated for the purposes of article 8 and the respective chartered accountant for the fulfilment of these functions together with the respective CMVM registration number. The external auditor for the company is Deloitte & Associados, SROC, S.A., represented by António Manuel Martins Amaral, and registered at the CMVM under number Indication of the number of consecutive years in which the external auditor and the respective chartered accountant representing the company exercise their functions for the company and/or the group. Deloitte & Associados, SROC, S.A. provides the services of external auditing to the Company since 2002, therefore for fourteen years. In 2015 a new auditor representing the company became responsible for the orientation and execution of said services.

252 250 CONSOLIDADATED REPORT AND ACCOUNTS Policy and frequency of rotation of the external auditor and the respective chartered accountant representing the former in the fulfilment of said functions. The Company s policy, in terms of rotation of the external auditor is to carry out a consultation process to select the external auditor each four years. In 2013, as part of its duties, the Audit Committee promoted the launch of a consultation process for the period and invited four audit firms of international repute to submit a proposal for the provision of audit services to Mota-Engil. As a result of said consultation process, and after weighing the independence conditions for its keeping in office, as well as the benefits and costs of the replacement, the Statutory Audit Board issued a favourable opinion on the keeping of Deloitte & Associados, SROC, SA. In addition, the policy of the Company and of the external auditor regarding the frequency of rotation of the statutory auditor representing the company in the exercise of their functions is seven years. 45. Indication of the body responsible for the assessment of the external auditor and frequency of said assessment. The Statutory Audit Board annually assesses the external auditor, taking responsibility for supervising their qualifications and independence, as well as ensuring that the appropriate conditions for the provision of their services are provided within the Company, being the Company s point of contact and the first recipient of their respective reports. Although not a specific or exclusive competence of the General Meeting, nothing prevents it to be called upon to decide, in case of questioning by the Statutory Audit Board for the removal of the external auditor, where there is just cause for the effect. In any case, and to date, the Statutory Audit Board of Mota-Engil, SGPS, SA found no reason to consider taking steps towards removing for just cause an entity that has played the role of external auditor of the Company. 46. Identification of the tasks other than auditing, carried out by the external auditor for the company and/or for companies which it controls as well as indicating the internal procedures for the purposes of approval of the contracting of said services and the reasons for doing so. The work, other than audit, provided by the external auditor mainly comprised tax advisory services and the total cost was around 344 thousand euros (about 17% of the total billed by the external auditor to the Company or subsidiaries). The services of fiscal consulting and other services rendered are provided by specialists other than those involved in the process of auditing, by which the independence of the auditor is considered to be reinforced. The external auditor s quality control system manages and monitors the potential risks of loss of independence or potential conflicts of interest with the Company. In addition, a Letter of Independence is obtained, in which Deloitte guarantees fulfilment of the IFAC (International Federation of Accountants) international guidelines on the matter of auditor independence.

253 REPORT ON CORPORATE GOVERNANCE PRACTICES 251 As referred in 38 above, and according to the regulations of the Statutory Audit Board, this body is responsible for inspecting the independence of the External Auditor and, as such, assess and decide, after hearing the Audit, Investment and Risk Committee, on the performance of the External Auditor regarding additional services to the company or subsidiaries, as well as the relevant conditions. Where the added value for services other than auditing or related with the audit exceeds the sum of 300 thousand euros per year, the Statutory Audit Board should forward an opinion to the Executive Committee for study. Moreover, the Statutory Audit Board also receives the declaration of the independence of the auditor under the terms of article 62-B of Decree Law 487/99 of November 16 (amended by Decree Law 224/2008 of November 20), which describes the services provided by the auditor and other entities in the same network, the respective fees paid, any threats to their independence and the measures for its safeguarding. All threats to the independence of the auditor are assessed and discussed with the auditor together with the respective safeguarding measures. The external auditor verifies the implementation of remuneration policies and systems as well as the effectiveness and operation of internal control mechanisms. In case of finding any defect or irregularity, this will be reported to the Audit Committee. 47. Indication of the annual amount paid by the company and/or companies, controlled or part of the group, to the auditor and to other individuals or companies belonging to the same network, as well as the percentage for the following services (for the purposes of this information, the concept of network is that deriving from the recommendation of the European Commission no. C (2002) 1873, of May 16) During 2015, the annual remuneration borne by Mota-Engil and other companies which it controlled or part of the Group with the Company external auditors (Deloitte & Associados, SROC, SA), including other entities forming part of the same network, was 2,073,690 Euros, which was shared by the following services: Company Other group entities Total Nature of the service Amount ( ) % Amount ( ) % Amount ( ) % Statutory audit of accounts 64,500 19% 1,327,420 76% 1,391,920 67% Other reliability guarantee services 27,000 8% 311,075 18% 338,075 16% Tax consultancy 48,925 15% 93,170 5% 142,095 7% Other consulting services 195,000 58% 6,600 0% 201,600 10% TOTAL 335, % 1,738, % 2,073, % Other services of reliability assurance, basically correspond to services provided with the acquisition of EGF and for Mota Engil Africa NV, carried out in 2015.

254 252 CONSOLIDADATED REPORT AND ACCOUNTS 2015 C. INTERNAL ORGANISATION I. Articles of association 48. Regulations applicable to the amendment of the articles of association of the company (art. 245-A, no. 1, sec. h). Amendments to the articles of association obey the terms of the Companies Code and require a two-third majority of votes issued for approval of this decision. II. Reporting of irregularities 49. Means and policies for the reporting of irregularities which occur in the company. The Company has in place an internal regulation on procedures to adopt for reporting irregularities. The regulations consider that irregular practice are all acts or omissions, wilful or negligent, practiced within the activity of the Company or subsidiaries, which could impact on the financial statements or other, and cause damage to the Group s assets and reputation, including violation of any law, rule or regulation, fraud, abuse of authority, mismanagement, waste of funds, damage to health, worker safety and damage to the environment. The Statutory Audit Board guarantees the confidentiality of any reports, as well as the anonymity of the source which reports indications of the practice of irregularities without prejudice to the awareness of the Board of Directors of the Company. When the indications of irregularities are reported by employees of the Mota-Engil Group companies, the former will not suffer any loss of rights as a result. Anyone maliciously reporting indications of irregular practices, falsely or in bad faith as with anyone infringing the duty of confidentiality may be subject to legal sanctions, together with disciplinary procedures in the case of employees from the Company or subsidiaries. The stages in the process of reporting irregularities, which is the responsibility of the Statutory Audit Board, are as follows: a) Receipt and recording; b) Preliminary study and assessment of the consistency of the report received; c) Investigation; d) Final report to the Chairman of the Board of Directors. The process of investigation is promoted by the Statutory Audit Board assisted by the Investment, Audit and Risk Committee, which will be responsible for matters other than taking decisions. The Investment, Audit and Risk Committee may propose the employment of external auditors or other experts to assist in the investigation where required by the specialisation of the matter in question. Irregularity reporting must be performed in writing, via or letter, to at least one of the following addresses: etica@mota-engil.com Auditoria e Compliance Rua do Lego Lameiro, n. 38, Porto

255 REPORT ON CORPORATE GOVERNANCE PRACTICES 253 By 31 st January of each year the Statutory Audit Board assesses the activity carried out the previous year and proposes the amendments considered necessary for improvements and the perfecting of the system for reporting irregular practices. III. Internal control and risk management 50. People, bodies or committees responsible for internal audit and/or implementation of internal control systems. As top and independent body to safeguard the compliance of processes and procedures, and reporting to the Board of Directors, the Audit, Investment and Risk Committee, aims to support the management of the Mota-Engil Group, strengthening the means and methods of operation to the internal control and business risk monitoring level. It is also this Committee s responsibility to monitor the evolution of overall risk levels and evaluate together with the Executive Committee the monitoring, and control of risks measures. The Audit, Investment and Risk Committee has under its hierarchical dependence the Audit and Compliance Office, whose mission is to support the achievement of strategic objectives, evaluation, compliance and continuous improvement of effectiveness and internal control management processes of the Group. The Audit and Compliance Office has a structure of resources specifically allocated to perform the following functions: Perform management, financial operational and technological audits in the different regions and companies of the Group; Audit proper operation of processes, good practises and policies defined; Verify compliance with internal procedures, laws, regulations and contracts; Verify compliance with internal control procedures related to recommendations from market regulating bodies as well as applicable legislation in the different regions where the Group operates; Ensure proper follow-up of recommendations issued by the Audit, Investment and Risk Committee; Provide previous opinion to the Audit, Investment and Risk Committee on purchase or sale initiatives defined by the Mota-Engil Group; Facilitate, promote and guide the definition of compliance policies that are cross-sectional to the Group and monitor their implementation and compliance; Assess the reporting process and compliance with the Group s Code of Ethics and Business Conduct ; Support the Board of Directors, the Statutory Audit Board and the Audit, Investment and Risk Committee in the areas related to the relevant management processes and procedures.

256 254 CONSOLIDADATED REPORT AND ACCOUNTS 2015 In the duties of the Audit and Compliance Office, and framed by a policy of continuous improvement for the development of best practices in risk assessment and management, the corporate function strengthened its process in the approach and analysis of the Compliance component, integrated into issues related to its mission, to ensure consistency of standards and processes at different levels of the organization, as well as to ensure that it is in line with the standards and regulations by which the Group must abide. The Statutory Audit Board is responsible, among others, for assessing the functioning of the internal control system and to propose the respective adjustment to the Group s needs. On this point, it should also be noted that, as stipulated in line i) of paragraph 1 of Article 420 of the Companies Code, is the responsibility of the Statutory Audit Board to verify the effectiveness of the risk management system, the internal control system and the practice of internal audit. The Statutory Audit Board accesses the reports and opinions issued by the Investment, Audit and Risk Committee, supervises the adoption of the principles and policies applied to the identification and management of the main financial and operating risks, and oversees the measures aimed at risk monitoring, controlling and dissemination. The Board of Directors and the Statutory Audit Board recognise the importance that the risk management and internal control systems have in the organisation, encouraging the human and technological conditions susceptible of providing an environment of control that is proportionate and suited to the risks of the activity. The Executive Committee is responsible for ensuring the creation and operation of internal control and risk management systems. With the significant growth of the international activity of the Group and its consequent geographic and business diversification, the Group s organizational structure now has a higher and more complex dimension. Ensuring the proper operational autonomy to business, Mota-Engil, SGPS, S.A., with its strategic and financial aspect, has a governance model which includes a structure named Corporate Centre, where all corporate functions supporting the Executive Committee are present, with control instruments for business performance and a more robust and structured risk management, according to the Group s policies, procedures and strategic vision. The risk management activity and its focus on a specific area, the Corporate Risk Function, is under the responsibility of an executive director, in an attempt to reinforce risk assessment in a more systematic and efficient manner with the due communication interface with the various business areas in different regions/markets. The risk management process is an integral part of the internal control system which consists of the development of management policies and procedures with a view to ensuring the creation of value, protection of its assets, compliance of laws and regulations, and a controlled environment that ensures the fulfilment of the Organization s ethical principles and the reliability of information reported.

257 REPORT ON CORPORATE GOVERNANCE PRACTICES Explanation, even if through the inclusion of an organisational chart, of the hierarchical and/or functional dependence relations regarding other bodies or committees of the Company. The Company s organization and governance model is based on the implementation of international best practices in terms of corporate governance, ensuring the transparency of processes and procedures, and autonomy and independence of operation enshrined in the so called three lines of defence model, as summarised in the organisational chart below, pursuing the guidelines of the positioning statement by the Institute of Internal Auditors for the effective risk and control management of an organization. BOARD OF DIRECTORS SUPERVISORY BOARD AUDIT AND RISK COMMITTE EXECUTIVE COMMITEE 3 rd Line of Defense Internal Audit 2 nd Line of Defense Corporate Risk Other Corporate Functions AUDIT AND RISK COMMITTE CORPORATE RISK OTHER CORPORATE FUNCTIONS/AREAS * External Audit Regulation and Supervision C.M.V.M. 1 st Line of Defense Operacional Management MOTA-ENGIL AFRICA MOTA-ENGIL EUROPE MOTA-ENGIL LATIN AMÉRICA * Other functions of the Corporate Center: Engineering Unit, HR Strategy and Sustainability, Communication and Institucional relations; Investor relations, Corporate Strategic Plan, Business Control, Corporate Financie, Technology and IT. The first line of defence consists of the business management units, which are responsible for performing their operational activities integrated in the strategic guidelines defined by the Board of Directors, ensuring compliance with the rules and procedures of the Group, which aim to ensure a mainstreaming of action in accordance with its own cultural identity, based on ethical principles and conduct embodied in the following cross-sectional policies. The business management units are responsible for the identification, assessment, reporting and mitigation of risks, in order to facilitate, standardize and make more effective the risk management process. In operational management are defined risk managers, called Risk Owners, who are responsible for identifying risks in their business area and act as focal points in the relationship with the Corporate Risk Corporate Function.

258 256 CONSOLIDADATED REPORT AND ACCOUNTS 2015 The second line of defence is represented by the functions of the Corporate Centre, which report to the Executive Committee and among which we highlight the Engineering Unit; Business Control; Strategic Planning; Corporate Finance; Corporate Tax; Corporate Risk; Human Resources and Sustainability; Investor Relations; Legal Matters; Investor Relations and Corporate IT. All these areas contribute, in their functional areas and in a complementary way, to the spread of the cross-sectional risk policies, provided that with the due consent/approval from the Executive Committee. The third line of defence is represented by Audit and Compliance Office, whose main function is to independently and systematically verify the activities carried out by the first and second lines in accordance with the rules and regulations established. The Audit and Compliance Office reports hierarchically to the Audit, Investment and Risk Committee, which in turn reports directly to the Board of Directors and is composed of three permanent members. The three members are non-executive directors, and one director is independent. With the presence of a non-executive independent director in this collegiate body, we deemed as guaranteed the independence of the Commission from the executive administration body. Ensuring the implementation of the three lines of defence model, the Company proposes to ensure the implementation of methods of continuous improvement, as far as the development of the organization and its business(es) is concerned, which is a healthy procedure in that it proposes to reason strategically on the subject of its internal control and management systems that are intended to be the as effective as possible to mitigate risks associated with the business. The external auditors, the regulating body, CMVM, and the Statutory Audit Board are outside the organization s structure, but play an important role in the overall structure of governance and control, as follows: The external auditors, the regulating body and the Statutory Audit Board can be considered as additional lines of defence, which provide assessments to the organization s stakeholders, including the governance bodies and the Board of Directors; The regulating bodies established requirements with the intention of strengthening controls and have an independent and objective function, to evaluate the whole or part of the first, second or third line of defence with respect to these requirements, seeking to operate in a cooperative spirit and in permanent dialogue with the company. 52. Existence of other functional areas with risk control competences. Risk management of the Company and subsidiaries is an integrating element of all organisational and decision processes within the Company rather than an isolated activity apart from the Company s main activities.

259 REPORT ON CORPORATE GOVERNANCE PRACTICES 257 Management and risk control are monitored by the Board of Directors, the heads of the business areas and the Company s Corporate functions, highlighting the following: Engineering Unit; Business Control; Strategic Planning; Corporate Finance; Corporate Tax; Corporate Risk; Human Resources; Legal Matters; Investor Relations and Corporate IT. The Corporate Risk Function aims to promote the establishment and implementation of a risk management policy, identify and analyse, by previously established parameters, the risks that may affect the sustainability of the business/market and value creation. This Function reports directly to the Executive Committee and has autonomy in the identification, assessment, monitoring and mitigation of risks. Corporate Risk has defined within its scope of action the following main activities: Mapping transversal risks based on a risk matrix (reviewed on an annual basis); Checking risk levels by collecting and assessing critical information for monitoring transversal risks; Defining models and lines of actions for mitigating transversal risks; Developing and implementing risk action plans and relevant integration in the business management; Monitoring and reporting risk evolution and relevant compliance with actions carried out for their mitigation; Promoting the dynamization and implementation of cross-sectional risk policies in the regions/business areas, properly customised for the relevant markets; Systemizing the risk management policies and systems to be integrated in the Group s Reports and Accounts; Collaborating, as an integral part, with the team for Major Project Monitoring. 53. Identification and description of the main economic, financial and legal risks that the Company is exposed to in the course of its activities. Risk management in the Mota-Engil Group is based on the permanent identification and analysis of the different types of risks inherent to its activity, in the various countries where it operates, and that cut across the entire Company cyclical risks, financial risks, interest rate risks, exchange rate risks, liquidity risks, credit risks, operational risks, legal risks, regulatory risks, among others and the adoption of profitability maximization strategies. In a separate chapter of the Management Report, which is considered an integral part of this report by reference, are described in detail the main risks to which the Group is exposed to in its business (page 37, chapter 5 of the Management Report).

260 258 CONSOLIDADATED REPORT AND ACCOUNTS Description of the process of risk identification, assessment, monitoring, control and management. Risk management is embedded throughout the organization and the main objective is to identify, assess and manage the opportunities and threats that the different businesses in different locations face in the pursuit of value creation objectives. Mota-Engil Group applies the best practices defined for Internal Control and Risk Management and, as such, its management incorporates an internal control system based on COSO s international guidelines (The Committee of Sponsoring Organizations of the Treadway Commission), more specifically in what concerns the assessment and attribution of degrees of criticalness and priority to risks according to their impact on business objectives and the probability of occurrence. Risk management is an across-the-board responsibility, particularly of business management units, the different corporate functions, with a special emphasis on the Corporate Risk Function, which coordinates the different risk information and monitors based on an overall perspective, and of the Audit and Compliance Function. Hereunder the cyclical and consecutive cluster of risk identification stages by the various participants of the Company is described: Risk identification determination, by Risk Owners, of the risks to which the organisation is exposed to and the level of tolerance of exposure to those risks; Risk measurement quantification of risk exposure and production of decision support reports; Risk control and management definition of actions to be taken to cope with risk; Implementation of the risk management measures defined systematic aggregation of risk information and relevant reporting to the Executive Committee; Monitoring evaluation of the risk management process and, if necessary, realignment and redefinition of strategies. Each year, according to a plan defined and approved by the Audit, Investment and Risk Committee, operational compliance and financial audits are carried out aimed at testing the effectiveness of the internal controls implemented by the Group. All significant investments and new businesses are analysed for risks by the various corporate areas and subject to a prior opinion of the Audit, Investment and Risk Committee before being submitted for approval by the Board of Directors. The Corporate Risk Function ensures the effective implementation of risk management through continuous monitoring of the respective adequacy and effectiveness, monitoring of any mitigation measures regarding deficiencies in internal control and permanent monitoring of risk levels and implementation of control measures. The evaluation of the internal control and risk management system allows the assessment of its efficacy, notwithstanding the reference of improvement measures to be implemented in the short and medium term, within a process that intends to achieve an evolution and continuous improvement, as adequate to the development of the company organization and its strategic challenges.

261 REPORT ON CORPORATE GOVERNANCE PRACTICES Main elements of the internal control and risk management systems implemented in the Company regarding the process of financial information dissemination (article 245-A, no. 1, sec. m). The existence of an effective internal control environment, particularly in the financial reporting process, is a commitment of the Management and Supervisory Bodies, as well as different business units and the corporate centre responsible for producing financial information. The Board of Directors is continually committed to ensuring that appropriate policies are implemented, safeguarding that the financial statements are reported in accordance with the accounting principles adopted. The financial information documents to be presented to the market are prepared by the heads of the Business Control and Investor Relations Function, based on information provided by the business units, and presented to the capital market by the representative for Market Relations. All financial information documents are sent to the management and supervisory bodies and are only released after being analysed and approved by them. We also inform that the financial reporting process involves a limited number of employees of the Company, just those that are directly involved in the preparation, development and dissemination of financial information. To this end and by way of legal provision (article 248, no. 6, of the CVM-Securities Code), the Company drafted a list of the collaborators, employed or not by the Company, who have access, either regularly or occasionally, to privileged information. This list was provided to all collaborators involved, with clarification regarding: (i) the reasons that led to his/her inclusion in such list; (ii) the rights and obligations set forth in the law; (iii) the consequences resulting from the dissemination or abusive disclosure or use of privileged information. The list of collaborators who have access to privileged information is reviewed and updated annually, or whenever required, on the basis of mobility processes taking place in the Group and respective subsidiaries. The External Auditor/Statutory Auditor issued an independent opinion on the compliance of the required points under Article 245-A by CMVM, for the Report on Corporate Governance Practices. In this sense, and in view of line m) of that article, there is compliance with the key elements regarding the internal control and risk management systems within the Company in relation to the financial reporting process. IV. Investor support 56. Service responsible for investor support, its composition, functions, information provided by such service and contacts. Mota-Engil maintains ongoing contact with investors and analysts through the Investors Relations Division which makes up-to-date, relevant and reliable information available, as well as providing clarifications regarding the business of the Group with a view to improve their awareness and understanding of the Group.

262 260 CONSOLIDADATED REPORT AND ACCOUNTS 2015 The Investors Relations Division, jointly with the Strategic Planning Board and Business Control Board, regularly prepares presentations for the financial community, reports with quarterly, six-monthly and annual results, as well as market-relevant communications whenever this proves necessary for divulging or clarifying any event which might influence the share price of Mota-Engil, SGPS, SA. In addition and when requested, clarifications are provided about the Group s activities in response to questions raised by or telephone. All information divulged is made available on the CMVM webpage ( and that of Mota-Engil ( João Miguel V. G. Apolinário Vermelho is responsible for the Investors Relations Division: João Vermelho Rua Mário Dionísio, Linda-a-Velha Tel.: Fax: jvermelho@mota-engil.pt 57. Representative for market relations. The representative for market relations is Luís Filipe Cardoso da Silva: Luís Silva Edifício Mota Rua do Rego Lameiro, Porto Tel.: Fax: investor.relations@mota-engil.pt 58. Information on the proportion and the period for responses to requests for information received in the current year or outstanding from previous years. As already mentioned, the Company maintains permanent contact, through the Investors Relations Division, with the capital market, its shareholders and analysts by providing constantly updated information. When requested, it provides clarification on the relevant facts of the activities of the Company, which are made available under the law. All requested information is analysed and answered in a period not exceeding five working days. The Company believes that its Investors Relations Division ensures permanent contact with investors, keeping a register of applications and the respective treatment that was given.

263 REPORT ON CORPORATE GOVERNANCE PRACTICES 261 V. Website 59. Address(es). The Company website is available in both Portuguese and English and can be accessed at the address In the area for investors, information is provided that enables knowledge about the evolution of the Company and its current reality in economic, financial and governance terms. 60. Web address providing information on the company, its status as an open capital company, registered offices and other elements referred to in article 171 of the Companies Code Web address for the articles of association and the regulations for the function of its bodies and/or committees Web address where information on the identity of the holders of offices on company bodies, the representative for market relations, the Investor Support Office or equivalent structure and their respective functions and means of access may be found Web address where documents providing accounts can be found, and which should be available for at least five years together with a six-monthly calendar of corporate events published at the beginning of each period including annual general meetings, the publication of annual, six-monthly and, where applicable, quarterly accounts Web address where the notice of the annual general meeting is published together with all of the related preparatory and subsequent information Web address where the company archives are made available including decisions taken at annual general meetings for the company, the share capital represented and the results of votes for the previous 3 years.

264 262 CONSOLIDADATED REPORT AND ACCOUNTS 2015 D. REMUNERATION I. Responsibility for determination 66. Indication of the responsibility for determining the remuneration of corporate bodies, the members of the executive committee or the managing director and company directors. In accordance with the articles of association the duties of the Remuneration Committee, elected by the shareholders at a general meeting, are to define the policy for the remuneration of the corporate officers, setting the applicable remuneration taking into account the duties performed, their performance and the Company s economic situation. The remuneration of officers of the Company is determined by the respective administration body observing the principles of the remuneration policy submitted by the Remuneration Committee for study by the Annual General Meeting as established under Law 28/2009 of June 19. II. Remuneration Committee 67. Composition of the remuneration committee including the identification of the persons or companies hired to provide support and declare on the independence of each of its members and advisers. The committee elected for the four-year period is composed of the following members: António Manuel Queirós Vasconcelos da Mota, Maria Teresa Queirós Vasconcelos Mota Neves da Costa, both of whom are members of the management body, and Manuel Teixeira Mendes. António Manuel Queirós Vasconcelos da Mota (Chairman, non-executive member of the Board of Directors and relative of one executive member) and Maria Teresa Queirós Vasconcelos Mota Neves da Costa (non-executive member of the Board of Directors and relative of one executive member) form the Remuneration Committee, having been elected for these duties by the General Meeting, under a proposal from the majority shareholder Mota Gestão e Participações, SGPS, SA. Their participation on the Remuneration Committee is limited exclusively to the representation of the shareholder interest, intervening there in that capacity and not as members of the management body. To ensure their independence in the performance of these duties, these members do not take part in any discussion or deliberation in which there is or there may be a conflict of interest, specifically when it comes to the setting of their relatives remunerations as members of the management body. Additionally, it is generally believed, namely by the Annual General Meeting that elected them to their respective positions, that the members of the Remuneration Committee accumulate an experience, a weight and an ethic that allows them to fully protect the interests conferred upon them. The Company did not hire any firm to support the Remuneration Committee in its functions.

265 REPORT ON CORPORATE GOVERNANCE PRACTICES Knowledge and experience of the members of the remuneration committee on remuneration policy. It is considered that, by virtue of their respective curricula and career paths, the three members of the Remuneration Committee have knowledge and experience in matters of remuneration policy. Additionally and when necessary, the Remuneration Committee is assisted by specialized internal or external resources to support their decisions regarding the remuneration policy. III. Structure of the remuneration 69. Description of the remuneration policy for the management and supervisory bodies referred to in article 2 of Law 28/2009, of 19 June. As stipulated by Law 28/2009, of 19 June, a declaration on the remuneration policy of the management and supervisory bodies is submitted annually for study to the Annual General Meeting. The general principles to be observed in the setting of remuneration are the following: a) Functions performed The functions performed by each member should be taken into account in the broadest sense of the activity effectively exercised and the associated responsibilities and not solely in a formal sense. All of the directors or the members of the Statutory Audit Board will not be in the same position. Consideration of the functions should be made in the broadest sense with the requirement that criteria such as responsibility, the time spent or the value added for the Group, which results from a specific type of activity or institutional representation, should be taken into account not discounting any functions performed at other companies controlled, which implies an increase in responsibility as well as a cumulative source of income. In line with the principle enunciated, the Group has established a remuneration policy, the coverage of which is extended by segments to members of management and employees based on the international Hay model for the marking of functions. In accordance with the current methodology, functions are assessed on the basis of knowledge, complexity and responsibility/autonomy required and fitting subsequently into predefined functional groups, which constitutes the benchmark vector for the determining of conditions in matters of remuneration. b) Financial situation of the Company The financial situation of the Company should be taken into consideration together with its interests from a longer term perspective and its growth and the creation of shareholder value. Within this scope, the Group has built its development by means of a short and medium term plan (Group s Strategic Plan), setting goals and preparing initiatives, the execution of which is subject to periodic assessment through a series of KPIs which guide performance along four dimensions: cash-flow generation, internal control/controlled risk, sustainable growth and organizational reinforcement.

266 264 CONSOLIDADATED REPORT AND ACCOUNTS 2015 As the Group s Strategic Plan is the instrument which strategically guides the Group, the KPIs comprise one of the key components for the assessment of members of Group s management and for the determination of their respective remuneration, driving the incentive mechanisms toward the effective creation of value with a long-term horizon. c) General market conditions for equivalent situations The establishment of any remuneration cannot avoid the laws of supply and demand and the members of Company bodies are no exception. Respect for market practises allows professionals to be maintained with a level of performance which is adequate to the complexity of their functions and their responsibilities. It is important that the remuneration should be in line with the market and stimulating as a means for achieving a high level of individual and collective performance, assuring not only their own interests but essentially those of the Company and the creation of shareholder value. Taking into account the abovementioned principle, the periodic auditing of compensation practice as well as their comparison with the market falls within the remuneration policy for the Group. To this end the international Hay methodology for the marking of functions is adopted along with Hay salary studies aimed at the comparative functional group thus ensuring competitive rationales of adjustments to the strategy for the development of human capital and the evolution of the salary market. The specific remuneration policy options submitted and approved were the following: 1. The remuneration of executive members of the Board of Directors along with non-executive directors which are not independent, will be composed of fixed and variable components. The remuneration policy embodies two fundamental aspects in the compensation of all members of Group management and employees: first, the equity/competitiveness of salaries, which is safeguarded by internal analysis and external comparison of the proportion of fixed payments in relation to the function exercised by the post holders (using the Hay methodology as support); secondly, meritocracy, complementing the fixed salary with a variable component dependent on assessment of performance. 2. The remuneration of non-executive, independent members of the Board of Directors, the members of the Statutory Audit Board and the members of the Annual General Meeting Board is composed solely of a fixed component. 3. The fixed component of the remuneration of members of the Board of Directors with executive functions, along with the non-executive members who are not independent, will consist of a monthly sum payable 14 times per year. 4. The setting of the monthly amount of the fixed component of the remuneration of Board members will be made for all of those who are members of the Executive Committee and for those which, although not part of this committee, are not considered to be independent. 5. The setting of a predetermined sum for each participation in meetings of the members of the Board of Directors will be made for those considered to be independent and have essentially non-executive functions.

267 REPORT ON CORPORATE GOVERNANCE PRACTICES The fixed remuneration of the members of the Statutory Audit Board and the Board of the Annual General meeting will consist of a fixed amount payable 12 times per year. 7. The process of attribution of variable remuneration to executive members, as well as to non-executive non-independent members, of the Board of Directors, should obey the criteria proposed by the Remuneration Committee on the basis of the assessment of the performance carried out, of their rank in the hierarchy, long-term Company performance criteria and its real growth and the performance variable selected. Under the remuneration policy defined for the Group, the variable remuneration is dependent on the assessment of performance, the general principles of which and the respective mode of application are to be found in the Corporate Performance Management Model. The assessment of performance in the Group covers two components: quantitative assessment, measured through the fulfilment of KPIs indexed to the Group s Strategic Plan and which are measured by annual targets at the start of the assessment cycle; and the qualitative assessment, which results from an individual assessment covering key competencies for the Group (corporative management and personal). The determination of variable remuneration within the Group presupposes the observance of two cumulative conditions: achievement of barrier-goals, defined at the beginning of each annual evaluation cycle, and drawn from the Group s Strategic Plan; and the satisfactory average achievement of, at least, 95% of the quantitative goals, weighed with individual qualitative evaluation, which can result in a pay-out amount that varies between predefined minimum and maximum percentages. In addition, preventive mechanisms are established which inhibit the payment of variable remuneration so as to minimise the incentive for unaligned results with a perspective of the creation of sustainable value with a long-term horizon. Therefore, there will be no variable remuneration where any of the following conditions is found: One of the target barriers (which corresponds to the minimum to be attained in each KPI to be eligible for the payment of variable remuneration) not being attained in accordance with the parameters set at the start of the annual assessment cycle; The attainment on average of the targets defined by KPI weighted with the individual qualitative assessment being unsatisfactory. 8. In the setting of all remuneration and the specific distribution of the total sum for variable remuneration of the Board members, the general principles quoted above will be observed: functions performed, financial situation of the Company and market criteria. The Group s remuneration policy is extended to cover management and employees, and is segmented into predefined functional groups (members of the Board of Directors being included in Top Executives) using the international Hay model for the marking of functions. Under the Group s remuneration policy it is ensured that the fixed remuneration for each functional group (for both the fixed and the variable components) has as its rationale internal equity and salary benchmarking for the market produced periodically.

268 266 CONSOLIDADATED REPORT AND ACCOUNTS 2015 The policy and recommendation practices of the groups of companies taken as comparative elements for the setting of remuneration, all Portuguese companies of an equivalent size are taken into account by the Remuneration Committee within the limits of accessible information and specifically the PSI-20, as well as companies on other international markets with characteristics equivalent to those of the Group. No agreements for payments by the Group are set by the Remuneration Committee for the relief or termination of the functions of directors by agreement. As already mentioned, the remuneration of non-executive and non-independent members of the management body includes variable components. The Company believes that, besides having the duty to reward the long-term strategy carried out by the entire Board of Directors, including the non-executive and non-independent directors, this does not pervert their non executive function. Besides the articles of association determining that, in overall terms, the variable salary of the Board of Directors cannot exceed 5% of the profits for the financial year, there are mechanisms in the compensation policy set in place that aim, on the one hand, to reward the effective creation of value in a long-range perspective, whilst on the other hand, they see to discourage the assumption of excessive risks and behaviours that are out of line with the strategy outlined for the Group. In this way, the fixed and variable compensation is delimited by place holders that have as their rationale the function, the corresponding functional group and the benchmarking in the market of reference. The fixed compensation has an underlying predefined minimum and maximum value by functional group and the variable compensation is dependent on the performance evaluation, which can result in a pay-out amount that varies between predefined minimum and maximum percentages. In aggregate terms, the mix of fixed and variable compensations is balanced, due to the setting of minimum and maximum limits, provided in the scope of the compensation policy. The Remuneration Committee considers that the way Directors compensation is structured is appropriate, and this committee deems unnecessary to fix possible maximum, aggregate and/or individual limits regarding the remuneration payable to the members of the Board of Directors, especially considering that the remuneration policy adopted is in line with the remuneration practices of most of the similar companies included in the PSI-20, when considering the characteristics of the Company. The members of the Board of Directors did not conclude any contracts with the Company or third parties that will have the effect of mitigating the risk inherent in the variability of their remuneration as fixed by the Company 70. Information on the mode by which remuneration is structured so as to permit the alignment of the interests of members of the management board with the long term interests of the company, together with the mode by which assessment of performance is based while acting as a disincentive to the excessive assumption of risk. The Group s current remuneration policy as approved by the annual general meeting, seeks to promote the alignment of the interests of the directors and other Company bodies and managers with the interests of the Company in the medium and long term and is based on a fixed basic with a variable component (where applicable) on the basis of the results of the activities carried on and the financial situation of the Company.

269 REPORT ON CORPORATE GOVERNANCE PRACTICES 267 As described at paragraph 69, the Group s remuneration policy has underlying variable remuneration instruments structured so as to promote the alignment of the interests of the Board of Directors with the longer term interests of the Company which acts as a disincentive to the assumption of excessive risk, particularly by monitoring KPIs associated with the internal control/controlled risk dimension. To this end, indexation mechanisms are defined for variable remuneration based on the assessment of performance which, in turn, is based on KPIs set by the Group s Strategic Plan, which was defined for a long-term horizon. Under the quantitative component of the assessment of performance, at the start of the assessment cycle, targets are defined for each KPI. The determination of the variable remuneration in the Group assumes an average satisfactory attainment of 95% of the targets set, weighted by the individual qualitative assessment (which may result in a pay-out sum which varies between a predefined minimum and maximum percentage). In addition, preventive mechanisms for the inhibition of the payment of the variable remuneration are established should any of the following conditions be found: One of the target barriers (which corresponds to the minimum to be attained in each KPI to be eligible for the payment of variable remuneration) not being attained in accordance with the parameters set at the start of the annual assessment cycle; The attainment on average of the targets defined by KPI weighted with the individual qualitative assessment being unsatisfactory. 71. Reference, if applicable, to the existence of a variable component of remuneration and information regarding the way this component depends on the performance evaluation. The remuneration and compensation policy for executive members of the Company s Board of Directors abides by a plan comprised of: (i) a fixed component defined in accordance with the function, the corresponding position within the functional groups predefined for the Group and market benchmarking (supported by the Hay international methodology for the marking of functions), which includes the base gross remuneration paid in reference to the period of one year; and (ii) a variable component paid as performance bonus, taking into consideration performance, based upon criteria defined and revised annually by the Remuneration Committee. The criteria for allocating variable compensation to members of the Group s management bodies are indexed to the performance evaluation, which falls under the responsibility of the Remuneration Committee. Performance evaluation comprises two components: quantitative evaluation, measured through the fulfilment of the KPIs indexed to the Group s Strategic Plan and expressed in annual goals, which are set at the beginning of each evaluation cycle; and qualitative evaluation that results from a discretionary individual evaluation. Determining the variable compensation applicable to key office-holders of the Group presupposes the compliance of two cumulative conditions: achievement of barrier-goals, defined at the beginning of each annual evaluation cycle, and drawn from the long-term strategic plan; and the satisfactory achievement of, at least, 95% of the quantitative goals, weighed with individual qualitative evaluation, which can result in a pay-out amount that varies between predefined minimum and maximum percentages.

270 268 CONSOLIDADATED REPORT AND ACCOUNTS Deferral in the payment of the variable component of the remuneration, with reference to the deferment period. There is no deferral in the payment of the aforesaid variable remunerations mentioned. Nevertheless, the remuneration Committee structures the remuneration of the members of the management body in a way that allows for long-term continuous positive performance of the Company. Ex ante monitoring of positive performance is carried out through the periodic assessment of KPIs drawn from the Group s Strategic Plan, enabling monitoring the Company s performance evolution. Ex-post, there are mechanisms defined in the remuneration policy that aim to inhibit the payment of the variable remuneration when one of the following conditions is not met: One of the target barriers (which corresponds to the minimum to be attained in each KPI to be eligible for the payment of variable remuneration) not being attained in accordance with the parameters set at the start of the annual assessment cycle; The attainment on average of the targets defined by KPI weighted with the individual qualitative assessment being unsatisfactory. The Remuneration Committee considers that the way the directors compensation is structured, particularly the lack of any deferment mechanism for the variable component, is appropriate and allows the alignment of their interests with the interests of the Company in the long run. For the same reason, the Remuneration Committee deems unnecessary to set any possible maximum, aggregate and/or individual limits for the remuneration payable to the members of the governing bodies, especially considering that the adopted remuneration policy is in line with the remuneration practices of most of the similar companies included in the PSI-20, taking into account the characteristics of the Company. 73. Criteria on which the allocation of variable remuneration in shares is based, as well as regarding the maintenance, by executive directors, of such shares; criteria for the potential conclusion of contracts related to those shares, specifically hedging or risk transfer contracts, their respective limits and relation with the value of total annual remuneration. The Company does not have, nor plans to have, any remuneration measure in effect that includes the allocation of shares and/or any other incentive system with shares. 74. Criteria for the attribution of variable remuneration in options and indication of the period of deferral and the price of exercise. The Company presently does not have any means of remuneration which includes the awarding of the rights to acquire stock options. 75. Main parameters and grounds of any annual bonus system or any other non monetary benefits. The Company does not have an annual bonus system or other non-monetary benefits.

271 REPORT ON CORPORATE GOVERNANCE PRACTICES Main characteristics of the complementary pension regimes or early retirement for directors and date on which they were approved individually in a General Meeting. With the exception of founding shareholders, the Company does not have complementary pension regimes or early retirement for directors. The founding shareholder directors are beneficiaries of a pension plan with defined benefits, which allow them to receive a pension equivalent to 80% of the salary on the date of retirement. This plan was already in effect prior to Mota-Engil s admission to stock exchange. On 31 December 2015 and 2014, the accumulated amounts of liabilities related to defined retirement plans set for the said directors are broken down as follows: Members 2015 Variation 2014 António Manuel Queirós V. da Mota 3,387, ,749 2,945,432 Maria Manuela Q. V. Mota dos Santos 2,316,308 59,651 2,256,657 Maria Teresa Q. V. Mota Neves da Costa 2,164,651 59,829 2,104,822 Maria Paula Queirós V. Mota de Meireles 1,251,029 51,426 1,199,603 9,119, ,654 8,506,515 Variation which was verified in 2015 as regards accumulated liabilities was namely due to the change in the salary growth rate and change in the discount rate. IV. Publication of remuneration 77. Indication of the annual sum of the remuneration received from the company, in aggregate and individually by the members of the company s management bodies, including fixed and variable remuneration and, regarding the latter, reference to the various components which gave rise to it. Members Company Fixed component Variable component (profit sharing) Attendance fees BOARD OF DIRECTORS António Manuel Queirós Vasconcelos da Mota Mota-Engil SGPS 476, , ,000 Gonçalo Nuno Gomes de Andrade Moura Martins Mota-Engil SGPS 406, , ,000 Arnaldo José Nunes da Costa Figueiredo Mota-Engil SGPS 292,000 94, ,000 Maria Manuela Queirós Vasconcelos Mota dos Santos Mota-Engil SGPS 251,000 50, ,000 Maria Teresa Queirós Vasconcelos Mota Neves da Costa Mota-Engil SGPS 251,000 50, ,000 Maria Paula Queirós Vasconcelos Mota de Meireles Mota-Engil SGPS 251,000 50, ,000 Carlos António Vasconcelos Mota dos Santos Mota-Engil SGPS 273,000 80, ,000 Ismael Antunes Hernandez Gaspar Mota-Engil SGPS 326,000 90, ,000 José Pedro Matos Marques Sampaio de Freitas Mota-Engil SGPS 163,000 50, ,000 António Martinho Ferreira Oliveira MEEC 306,000 90, ,000 João Pedro Santos Dinis Parreira ME Latin America BV 310, , ,599 Gilberto Silveira Rodrigues MEEC Africa 366, , ,923 Luís Filipe Cardoso da Silva MESP 295,207 78, ,207 Luís Valente de Oliveira Mota-Engil SGPS 35,000 35,000 António Bernardo Aranha da Gama Lobo Xavier Mota-Engil SGPS 65,000 65,000 António Manuel da Silva Vila Cova Mota-Engil SGPS 39,500 39,500 5,309,230 Value in euros Total

272 270 CONSOLIDADATED REPORT AND ACCOUNTS 2015 There are no plans for allocation of shares or rights to acquire options on shares or any other incentive system with shares, since the criteria related to the variable components of the management bodies remuneration are those listed in the remuneration policy described in paragraph 69. Information regarding the connection between remuneration and the performance of management bodies is that which is stated in the remuneration policy described in paragraph 69. Information regarding the main parameters and the grounds for any system of annual premiums is that which is stated in the remuneration policy described in paragraph 69. There are no other non-monetary benefits. During 2015, no amounts were paid or owed to any ex-executive directors as indemnification for termination of duties. There are no other amounts to be paid for any reason to other companies in a control or group relationship. 78. Amounts of any kind paid by other companies under Group control, members of the Group or which are subject to joint control. The sums paid by other Group companies are set out in the table of the point above. 79. Remuneration paid as a form of share of profits and/or payment of bonuses and the reasons for said bonuses and/or the profit share granted. The variable component of the Board of Directors members remuneration corresponds to a performance bonus and depends on performance assessment, which general principles and application method are provided for in the Performance Management Corporate Model, as previously explained in item 69. The bonuses paid to executive directors are set out in the table at Compensation paid or owed to former executive directors relating to the termination of their functions during the period. No compensation was paid to former executive directors relating to the termination of their functions during the period.

273 REPORT ON CORPORATE GOVERNANCE PRACTICES Indication of the annual remuneration received, in aggregate and individually, by members of the company s supervisory bodies for the purposes of Law 28/2009, of 19 June. Members Company Total Alberto João Coraceiro de Castro Mota-Engil SGPS 30,000 José Rodrigues de Jesus Mota-Engil SGPS 30,000 Horácio Fernando Reis Sá Mota-Engil SGPS 6,000 66,000 Value in euros During 2015, António Magalhães & Carlos Santos, SROC, received 38 thousand euros. 82. Indication of the remuneration of the chairperson of the annual general meeting for the period. During 2015, the chair of the Annual General Meeting received 6 thousand euros. V. Agreements with remunerative implications 83. Contractual limitations for the compensation to be paid for undue termination of a director and its relationship with the variable component of the remuneration. No limits are contractually set for the compensation to be paid for undue termination of a director other than that provided for in law. The Company resorts to the legal instruments available in law adequate for this situation, in particular where the performance of the director is inadequate. On the other hand, there is no legal instrument entered into with directors requiring the Company in cases provided for in recommendation III.8, the payment of any damages or compensation beyond what is legally required. 84. Reference to the existence and description, with indication of the amounts involved, in agreements between the company and officers on the board and managers in the context of no. 3 of article 248-B of the Stock Market Code which provides for compensation in case of dismissal, termination without due cause or termination of the employment relationship following a change in control of the company (art. 245 A, no. 1, sec. l). No agreements were entered into between the Company and directors and managers which provide for compensation in case of dismissal, termination without due cause or termination of the employment relationship following a change in control of the Company. VI. Plans for the awarding of shares or stock options 85. Identification of the plan and the respective awardees. The Company presently does not have any means of remuneration which includes the awarding of the rights to acquire stock options.

274 272 CONSOLIDADATED REPORT AND ACCOUNTS Characterisation of the plan (conditions for the awarding, clauses prohibiting the disposal of shares, criteria relating to the price of the shares and the price for the exercise of options, the period during which the options may be exercised, characteristics of the shares or options to be awarded, the existence of incentives for the acquisition of shares and/or the exercise of options). The Company presently does not have any means of remuneration which includes the awarding of the rights to acquire stock options. 87. Option rights awarded for the acquisition of shares (stock options) of which employees and collaborators of the company are beneficiaries. The Company presently does not have any means of remuneration which includes the awarding of the rights to acquire stock options. 88. Mechanisms of control provided for in any system of employee participation in the company capital where the rights to vote are not exercised directly by the latter (art. 245 A, no. 1, sec. e). The Company presently does not have any means of remuneration which includes the awarding of the rights to acquire stock options. E. TRANSACTIONS WITH RELATED PARTIES I. Mechanisms and control procedures 89. Mechanisms implemented by the company for the purposes of the control of transactions with related parties. All business carried out between the Company and related parties respects the interests of the Company and its subsidiaries and is undertaken in the normal conditions of the market. The mechanisms implemented for the control of transactions go through specific administrative procedures, which derive from regulatory requirements including those relating to transfer pricing regulations, and the obligation of approval by means of prior study by the Statutory Audit Board of the transactions realised with the holders of qualified shares or entities related with them, under the terms of article 20 of the Stock Market Code, or its respective renewals, the aggregate value of which per entity is not greater than 500 thousand euros per year. On 11 October 2015, Mota-Engil Africa. N.V. (Mota-Engil Africa) reported that it intended to request from Euronext Amsterdam NV the delisting in the market regulated by this entity of the ordinary shares representing its share capital. Subsequently, shareholder Mota Gestão e Participações Sociedade Gestora de Participações Sociais S.A. (MGP) showed willingness in disposing on its stake in the share capital of Mota-Engil Africa, undertaking to reinvest the profit arising from said disposal in the subscription of shares of the Company. With a view to simplifying the process, as well as financial flows related thereto, MGP sold its stake in the share capital of Mota-Engil Africa to the Company, undertaking to turn the credit corresponding to the price of said sale into new ordinary shares of Mota-Engil, SGPS, S.A. This conversion, corresponding to payment in cash, was checked under the terms provided for in the Companies Code by an independent statutory auditor, whose report was made available to shareholders in the legal period. The operation was also the object of a favourable opinion by the Company s Statutory Audit Board.

275 REPORT ON CORPORATE GOVERNANCE PRACTICES Indication of the transactions which were subject to control in the period in question. During 2015, the transaction mentioned in the previous point was submitted in a General Meeting held on 30 November 2015 for approval. 91. Description of the procedures and criteria applicable to the actions of the supervisory body for the purposes of the prior assessment of the transactions to be carried out between the company and the holders of qualified shares or entities with which there is any relationship under the terms of article 20 of the Stock Market Code. As provided for by the regulations for the functioning of the Statutory Audit Board, the body is responsible for the prior study of transactions entered into with the holders of qualified shares or related entities, under the terms of article 20 of the Stock Market Code, or the respective renewals, the added value of which per entity is greater than 500 thousand euros per year. The operation described in point 89 above was the object of examination and favourable opinion by the Company s Statutory Audit Board. II. Elements relative to the business 92. Indication of the site of accounting documents where information is available on business with related parties in accordance with IAS 24 or, alternately, the reproduction of this information. The information on business between related parties is described at Note 32 to the consolidated financial accounts in the Report of Consolidated Accounts 2015.

276 274 CONSOLIDADATED REPORT AND ACCOUNTS 2015 PART II Assessment of Corporate Governance 1. Identification of the corporate governance code adopted The present report follows the model featured in CMVM Regulation 4/2013, of 1 August and is based upon the CMVM Corporate Governance Code of 2013 published by the CMVM at the website 2. Analysis of compliance with the corporate governance code adopted Breakdown of the recommendations included in the CMVM Corporate Governance Code adopted and not adopted by Mota-Engil, SGPS, S.A.: Recommendation/Chapter Fulfilment Report I. VOTING AND CORPORATE CONTROL I.1. Companies shall encourage shareholders to attend and vote at general meetings and shall not set an excessively large number of shares required for the entitlement of one vote, and implement the means necessary to exercise the In compliance 12 right to vote by mail and electronically. I.2. Companies shall not adopt mechanisms that hinder the passing of resolutions by shareholders, including fixing a quorum for resolutions greater than that provided for by law. In compliance 14 I.3. Companies shall not establish mechanisms intended to cause mismatching between the right to receive dividends or the subscription of new securities and the voting right of each common share, unless duly justified in terms In compliance 12 of long-term interests of shareholders. I.4. The company s articles of association that provide for the restriction of the number of votes that may be held or exercised by a sole shareholder, either individually or in concert with other shareholders, shall also foresee for a resolution by the General meeting (five year intervals), on whether that statutory provision is to be amended or N/A prevails without higher quorum requirement than that legally in force and that in said resolution all votes issued be counted, without applying said restriction. I.5. Measures that require payment or assumption of fees by the company in the event of change of control or change in the composition of the Board and that which appear likely to impair the free transfer of shares and free assessment In compliance 4 by shareholders of the performance of Board members, shall not be adopted. II. SUPERVISION, MANAGEMENT AND OVERSIGHT II.1. SUPERVISION AND MANAGEMENT II.1.1. Within the limits established by law, and except for the small size of the company, the board of directors shall delegate the daily management of the company and said delegated powers shall be identified in the Annual Report In compliance 21 on Corporate Governance. II.1.2. The Board of Directors shall ensure that the company acts in accordance with its objectives and shall not delegate its responsibilities as regards the following: i) define the strategy and general policies of the company; ii) define business structure of the group; iii) decisions considered strategic due to the amount, risk and particular In compliance 21 characteristics involved. II.1.3. The General and Supervisory Board, in addition to its supervisory duties supervision, shall take full responsibility at corporate governance level, whereby through the statutory provision or by equivalent means, shall enshrine the requirement for this body to decide on the strategy and major policies of the company, the definition of the corporate structure of the group and the decisions that shall be considered strategic due to the amount Not applicable or risk involved. This body shall also assess compliance with the strategic plan and the implementation of key policies of the company. II.1.4. Except for small-sized companies, the Board of Directors and the General and Supervisory Board, depending on the model adopted, shall create the necessary committees in order to: a) ensure a competent and independent assessment of the performance of the executive directors and its own overall performance, as well as of other committees; b) reflect on the system structure and governance practices adopted, verify its efficiency and propose to the competent bodies, measures to be implemented with a view to their improvement. Not in compliance 21 II.1.5. The Board of Directors or the General and Supervisory Board, depending on the applicable model, should set goals in terms of risk-taking and create systems for their control to ensure that the risks effectively incurred are consistent with those goals. II.1.6. The Board of Directors shall include a number of non-executive members ensuring effective monitoring, supervision and assessment of the activity of the remaining members of the board. In compliance 50, 51, 52, 53, 54 and 55 In compliance 17 and 18

277 REPORT ON CORPORATE GOVERNANCE PRACTICES 275 Recommendation/Chapter Fulfilment Report II.1.7 Non-executive members shall include an appropriate number of independent members, taking into account the adopted governance model, the size of the company, its shareholder structure and the relevant free float. Independence of the members of the General and Supervisory Board and members of the Audit Committee shall be assessed as per the law in force. The other members of the Board of Directors are considered independent if the member is not associated with any specific group of interests in the company nor is under any circumstance likely to affect an exempt analysis or decision, particularly due to: a) having been an employee at the company or at a company holding a controlling or group relationship within the last three years; b) having, in the past three years, provided services or established commercial relationship with the company or company with which it is in a control or group relationship, either directly or as a partner, board member, manager or director of a legal person; c) being paid by the company or by a company with which it is in a control or group relationship besides the remuneration arising from the exercise of the functions of a board member; d) living with a partner or a spouse, relative or any first degree next of kin and up to and including the third degree of collateral affinity of board members or natural persons that are direct and indirectly holders of qualifying holdings; e) being a qualifying shareholder or representative of a qualifying shareholder. II.1.8. When directors that carry out executive duties are requested by other directors, said shall provide the information requested, in a timely and appropriate manner to the request. II.1.9. The chair of the executive board or of the executive committee shall submit, as applicable, to the Chair of the Board of Directors, the Chair of the Statutory Audit Board, the Chair of the Audit Committee, the Chair of the General and Supervisory Board and the Chairman of the Committee for Financial Matters, the convening notices and minutes of the relevant meetings. II If the chairman of the board of directors carries out executive duties, said body shall appoint, from among its members, an independent member to ensure the coordination of the work of other non-executive members and the conditions so these can make independent and informed decisions or to ensure the existence of an equivalent mechanism for such coordination. II.2. OVERSIGHT II.2.1. Depending on the applicable model, the Chair of the Statutory Audit Board, the Audit Committee or the Committee for Financial Matters shall be independent in accordance with the applicable legal standard, and have the necessary skills to carry out their relevant duties. II.2.2. The supervisory body shall be the main representative of the external auditor and the first recipient of the relevant reports, and is responsible, inter alia, for proposing the relevant remuneration and ensuring that the proper conditions for the provision of services are provided within the company. II.2.3. The supervisory board shall assess the external auditor on an annual basis and propose to the competent body its dismissal or termination of the contract as to the provision of their services when there is a valid basis for said dismissal. II.2.4. The supervisory board shall assess the functioning of the internal control systems and risk management and propose adjustments as may be deemed necessary. II.2.5. The Audit Committee, the General and Supervisory Board and the Statutory Audit Board decide on the work plans and resources concerning the internal audit services and services that ensure compliance with the rules applicable to the company (compliance services), and should be recipients of reports made by these services at least when it concerns matters related to accountability, identification or resolution of conflicts of interest and detection of potential illegalities. II.3. REMUNERATION SETTING II.3.1. All members of the Remuneration Committee or equivalent should be independent from the executive board members and include at least one member with knowledge and experience in matters of remuneration policy. II.3.2. Any natural or legal person that provides or has provided services in the past three years, to any structure under the board of directors, the board of directors of the company itself or who has a current relationship with the company or a consultant of the company, shall not be hired to assist the remuneration Committee in the performance of their duties. This recommendation also applies to any natural or legal person that is related by employment contract or provision of services with the above. II.3.3. A statement on the remuneration policy of the management and supervisory bodies referred to in article 2 of Law 28/2009 of 19 June, shall also contain the following: a) identification and details of the criteria for determining the remuneration paid to the members of the governing bodies; b) information regarding the maximum potential, in individual terms, and the maximum potential, in aggregate form, to be paid to members of corporate bodies, and identify the circumstances whereby these maximum amounts may be payable; c) information regarding the enforceability or unenforceability of payments for the dismissal or termination of appointment of board members. II.3.4. Approval of plans for the allotment of shares and/or options to acquire shares or based on share price variation to board members shall be submitted to the General Meeting. The proposal shall contain all the necessary information in order to correctly assess said plan. II.3.5. Approval of any retirement benefit scheme established for members of governing bodies shall be submitted to the General Meeting. The proposal shall contain all the necessary information in order to correctly assess said system. In compliance 18 In compliance 21 In compliance 21 Not applicable In compliance 32 In compliance 38 and 45 In compliance 45 In compliance 50 and 51 In compliance 38 and 50 Not in compliance 67 In compliance 67 In compliance 69 Not applicable Not applicable

278 276 CONSOLIDADATED REPORT AND ACCOUNTS 2015 Recommendation/Chapter Fulfilment Report III. REMUNERATION III.1. The remuneration of the executive members of the board shall be based on actual performance and shall discourage excessive risk-taking. III.2. The remuneration of non-executive board members and the remuneration of the members of the supervisory board shall not include any component whose value depends on the performance of the company or of its value. III.3. The variable component of remuneration shall be reasonable overall in relation to the fixed component of the remuneration and maximum limits should be set for all components. III.4. A significant part of the variable remuneration should be deferred for a period not less than three years, and the right of way payment shall depend on the continued positive performance of the company during that period. III.5. Members of the Board of Directors shall not enter into contracts with the company or with third parties which intend to mitigate the risk inherent to remuneration variability set by the company. III.6. Executive board members shall maintain the company's shares that were allotted by virtue of variable remuneration schemes, up to twice the value of the total annual remuneration, except for those that need to be sold for paying taxes on the gains of said shares, until the end of their mandate. III.7. When the variable remuneration includes the allocation of options, the beginning of the exercise period shall be deferred for a period not less than three years. III.8. When the removal of a board member is not due to serious breach of their duties nor to their unfitness for the normal exercise of their functions but is yet due on inadequate performance, the company shall be endowed with the adequate and necessary legal instruments so that any damages or compensation, beyond that which is legally due, is unenforceable. IV. AUDITING IV.1. The external auditor shall, within the scope of its duties, verify the implementation of remuneration policies and systems of the corporate bodies as well as the efficiency and effectiveness of the internal control mechanisms and report any shortcomings to the supervisory body of the company. IV.2. The company or any entity with which it maintains a control relationship shall not engage the external auditor or any entity with which it finds itself in a group relationship or that incorporates the same network, for services other than audit services. If there are reasons for hiring such services which must be approved by the supervisory board and explained in its Annual Report on Corporate Governance said should not exceed more than 30% of the total value of services rendered to the company. IV.3. Companies shall support auditor rotation after two or three terms, whether of four or three years, respectively. Its continuance beyond this period must be based on a specific opinion of the supervisory board that explicitly considers the conditions of auditor s independence and the benefits and costs of its replacement. V. CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES V.1. The company's business with holders of qualifying holdings or entities with which they are in any type of relationship pursuant to article 20 of the Portuguese securities Code shall be conducted during normal market conditions. V.2. The supervisory or oversight board shall establish procedures and criteria that are required to define the relevant level of significance of business with holders of qualifying holdings or entities with which they are in any of the relationships described in no. 1 of article 20 of the Portuguese Securities Code thus significant relevant business is dependent upon prior opinion of that body. VI. INFORMATION VI.1. Companies shall provide, via their websites in both the Portuguese and English languages, access to information on their progress as regards the economic, financial and governance state of play. VI.2. Companies shall ensure the existence of an investor support and market liaison office, which responds to requests from investors in a timely fashion, and a record of the submitted requests and their processing, shall be kept. In compliance 69 and 70 Not in compliance 69 Not in compliance 69 Not in compliance 72 In compliance 69 Not applicable Not applicable In compliance 83 In compliance 46 In compliance 46 In compliance 44 In compliance 89 In compliance 89 and 91 Not in compliance 22 In compliance 56 and Other information There are no recommendations of which the failure to observe or to apply require subsequent justification.

279 REPORT ON CORPORATE GOVERNANCE PRACTICES 277 Declaration under the terms of article 245, no. 1, sec. c), of CVM (Securities Code) Under the terms of article 245, no. 1, sec. c) of the Securities Code, the members of the Board of Directors declare that, to the best of their knowledge, the information contained in this report and accounts has been drawn up according to the International Financial Reporting Standards (IFRS) as adopted by the European Union, providing a true and appropriate image of assets and liabilities, the financial situation and the results of Mota-Engil, SGPS, SA and companies included in the consolidation perimeter, and that this management report faithfully expresses the progression of the business, the performance and the position of Mota-Engil, SGPS, SA and the companies included in the consolidation perimeter, and contains a description of the main risks and uncertainties with which they are confronted. Porto, 14 March 2016 António Manuel Queirós Vasconcelos da Mota Chairman of the Board of Directors Gonçalo Nuno Gomes de Andrade Moura Martins Vice-Chairman of the Board of Directors and Chief Executive Officer Arnaldo José Nunes da Costa Figueiredo Vice-Chairman of the Board of Directors Maria Manuela Queirós Vasconcelos Mota dos Santos Member of the Board of Directors Maria Teresa Queirós Vasconcelos Mota Neves da Costa Member of the Board of Directors Maria Paula Queirós Vasconcelos Mota de Meireles Member of the Board of Directors Carlos António Vasconcelos Mota dos Santos Member of the Board of Directors and Member of the Executive Committee Ismael Antunes Hernandez Gaspar Member of the Board of Directors and Member of the Executive Committee José Pedro Matos Marques Sampaio de Freitas Member of the Board of Directors and Member of the Executive Committee (Chief Financial Officer) António Martinho Ferreira de Oliveira Member of the Board of Directors and Member of the Executive Committee João Pedro dos Santos Dinis Parreira Member of the Board of Directors and Member of the Executive Committee Luís Filipe Cardoso da Silva Member of the Board of Directors Luís Valente de Oliveira Non-executive and independent member of the Board of Directors António Bernardo Aranha da Gama Lobo Xavier Non-executive and independent member of the Board of Directors António Manuel da Silva Vila Cova Non-executive and independent member of the Board of Directors

280 278 CONSOLIDADATED REPORT AND ACCOUNTS 2015 Article 324 no. 2, and article 66, no. 5, sec. d), of the Companies Code During 2015, Mota-Engil, SGPS, S.A. purchased 1,559,742 treasury shares, which are broken down as follows: Date Buy/Sell Inside/ Outside market Price No. of shares Total cost incurred 22/09/15 Buy Inside , ,520 23/09/15 Buy Inside , ,379 24/09/15 Buy Inside ,979 93,347 24/09/15 Buy Inside ,388 4,769 24/09/15 Buy Inside ,404 14,793 24/09/15 Buy Inside ,074 2,150 24/09/15 Buy Inside ,919 5,847 24/09/15 Buy Inside ,098 6,208 24/09/15 Buy Inside ,089 1,419,239 28/09/15 Buy Inside ,000 19,300 28/09/15 Buy Inside ,000 97,000 28/09/15 Buy Inside ,000 97,500 29/09/15 Buy Inside ,000 95,000 29/09/15 Buy Inside ,000 95,500 29/09/15 Buy Inside ,000 95,750 29/09/15 Buy Inside ,000 96,000 29/09/15 Buy Inside ,000 96,250 29/09/15 Buy Inside , ,800 01/10/15 Buy Inside , ,100 TOTAL 1,559,742 3,084,452 Article 447 of the Companies Code and article 14, no. 7, of CMVM regulation no. 5/2008 Disclosure of shares and other securities held by members of the Board of Directors and by key office-holders, as well as people closely related to them, under the terms of article 248-B of the Securities Code, and of transactions thereon made over the course of the financial year.

281 REPORT ON CORPORATE GOVERNANCE PRACTICES 279 Annex referred to in article 447 of the Companies Code and article 14, no. 7 of CMVM regulation no. 5/2008: Directors Date Qt. Price Buy/Sell Holding shares of Mota-Engil, SGPS, S.A. MGP, SGPS, S.A. FM, SGPS, S.A. Inside/ Outside market % Qt. % Qt. % António Manuel Queirós Vasconcelos da Mota Opening balance 5,352, % 0 0.0% 28, % 05/Jan/15 10, Buy Inside 07/Jan/15 10, Buy Inside 14/Aug/15 20, Buy Inside 17/Aug/15 13, Buy Inside 19/Aug/15 16, Buy Inside 20/Aug/15 10, Buy Inside 24/Aug/15 26, Buy Inside 03/Sep/15 1, Buy Inside 04/Sep/15 4, Buy Inside 07/Sep/15 8, Buy Inside 18/Dec/15 20, Buy Inside 22/Dec/15 20, Buy Inside 23/Dec/15-78,319 Transfer Outside CLOSING BALANCE 5,433, % 0 0.0% 28, % Maria Manuela Queirós Vasconcelos Mota dos Santos CLOSING BALANCE 3,675, % 0 0.0% 17, % Maria Teresa Queirós Vasconcelos Mota Neves da Costa CLOSING BALANCE 3,676, % 0 0.0% 17, % Maria Paula Queirós Vasconcelos Mota de Meireles CLOSING BALANCE 4,484, % 0 0.0% 17, % Carlos António Vasconcelos Mota dos Santos Opening balance 42, % 21/Aug/15 8, Buy Inside CLOSING BALANCE 50, % Maria Sílvia Fonseca Vasconcelos Mota Opening balance 51, % 07/Jan/15 2, Buy Inside 11/Dec/15 15, Buy Inside 14/Dec/15 15, Buy Inside 21/Dec/15 3, Buy Inside CLOSING BALANCE 87, % Luís Filipe Cardoso da Silva CLOSING BALANCE 12, % Gonçalo Nuno Gomes de Andrade Moura Martins CLOSING BALANCE 12, % Ismael Antunes Hernandez Gaspar CLOSING BALANCE 1, % José Pedro Matos Marques Sampaio de Freitas Opening balance 15, % 09/Jan/15 2, Buy Inside 29/Dec/15 2, Buy Inside

282 280 CONSOLIDADATED REPORT AND ACCOUNTS 2015 Directors Date Qt. Price Buy/Sell Holding shares of Mota-Engil, SGPS, S.A. MGP, SGPS, S.A. FM, SGPS, S.A. Inside/ Outside market % Qt. % Qt. % CLOSING BALANCE % Alberto João Coraceiro de Castro CLOSING BALANCE % F.M. Sociedade de Controlo, SGPS, SA CLOSING BALANCE % Mota Gestão e Participações, SGPS, SA Opening balance 98,886, % 05/Jan/15 179, Buy Inside 07/Jan/15 25, Buy Inside 03/Sep/15 176, Buy Inside 04/Sep/15 73, Buy Inside 07/Sep/15 10, Buy Inside 08/Sep/15 64, Buy Inside 10/Sep/15 31, Buy Inside 11/Sep/15 60, Buy Inside 14/Sep/15 29, Buy Inside 15/Sep/15 44, Buy Inside 18/Sep/15 10, Buy Inside 27/Nov/15 20, Buy Inside 04/Dec/15 220, Buy Inside 10/Dec/15 55, Buy Inside 18/Dec/15 98, Buy Inside 21/Dec/15 200, Buy Inside 23/Dec/15 31, Buy Inside 29/Dec/15 25, Buy Inside 30/Dec/15 31,103, Capital increase Outside 31/Dec/15 225, Buy Inside CLOSING BALANCE 131,568, % (a) During the year 2015, Eng. António Manuel Queirós Vasconcelos da Mota transfered shares to two of its sons. Management members and supervisory bodies holding bonds on December 31, 2015 are as follows: Name No. of bonds Bonds ME 2014/2019 Bonds ME 2015/2020 António Manuel Queirós Vasconcelos da Mota Maria Manuela Queirós Vasconcelos Mota dos Santos 7 7 Maria Teresa Queirós V. Mota Neves da Costa Maria Paula Queirós V. Mota de Meireles 2 2 Carlos António Vasconcelos Mota dos Santos Luís Filipe Cardoso da Silva António Manuel da Silva Vila Cova José Pedro Matos Marques Sampaio de Freitas Alberto João Coraceiro de Castro 16 16

283 REPORT ON CORPORATE GOVERNANCE PRACTICES 281 Article 448 of the Companies Code In compliance with the stipulations of article 448, no. 4 of the Companies Code, hereunder is presented a list of the shareholders who, as at 31 December 2015, held at least 10%, 33% or 50% of the share capital of Mota-Engil, SGPS, SA: Shareholder No. of shares % capital No. of shares % capital Mota Gestão e Participações, SGPS, SA 131,568, % 98,886, % Decree-Law no. 411/91, of October 17 Under the terms and for the purposes of article 21 of Decree-Law no. 411/91, of 17 October, we hereby declare that Mota-Engil Group has no past-due debt to Social Security. Article 66, no. 5, sec. g) of the Companies Code The Mota-Engil Group has branches in the following countries: Company Mota-Engil, Engenharia e Construção, SA Mota-Engil, Engenharia e Construção África, SA Manvia Manutenção e Exploração de Instalações e Construção, SA Manvia II Condutas, Lda. Tránsitos de Extremadura, SL Vibeiras Sociedade Comercial de Plantas, SA Mota-Engil Africa, NV MESP Central Europe Sp. Z.o.o Country Algeria Brazil Cape Verde Colombia Slovakia Spain USA France Hungary Ireland Peru Paraguay Poland United Kingdom Czech Rep. Romania Angola Cape Verde Ghana Malawi Mozambique Kenya Rwanda Swaziland Uganda Zambia Zimbabwe Spain Angola Lithuania Morocco Kenya Uganda Zambia Czech Rep.

284 282 CONSOLIDADATED REPORT AND ACCOUNTS 2015 Qualified holdings In compliance with the provision of article 2, no. 4, of CMVM regulation no. 5/2008, hereunder is the list of the holders of qualifying holdings, giving the number of shares held and the corresponding percentage of rights to vote, computed as at 31 December 2015, under the terms of article 20 of the securities Code: Shareholders No. of shares % Capital % Voting rights Mota Gestão e Participações, SGPS, SA (*) 131,568, % 55.76% António Manuel Queirós Vasconcelos da Mota (**) (a) 5,433, % 2.30% Maria Paula Queirós Vasconcelos Mota de Meireles (**) (a) 4,484, % 1.90% Maria Teresa Queirós Vasconcelos Mota Neves da Costa (**) (a) 3,676, % 1.56% Maria Manuela Queirós Vasconcelos Mota dos Santos (**) (a) 3,675, % 1.56% Maria Sílvia Fonseca Vasconcelos Mota (***) 87, % 0.04% Carlos António Vasconcelos Mota dos Santos (**) (***) 50, % 0.02% ATTRIBUTABLE TO FM SOCIEDADE DE CONTROLO, SGPS, SA 148,974, % 63.14% Amber Capital UK LLP (*) 4,275, % 1.81% ATTRIBUTABLE TO AMBER CAPITAL MANAGEMENT LP 4,275, % 1.81% Invesco Perpetual European Sm Cos (*) 1,715, % 0.73% Invesco Perpetual European Opportunities Fund (*) 1,414, % 0.60% Invesco Pan European Small Cap Equity Fund (*) 933, % 0.40% Invesco Global Europe Mid Mother Fund (*) 19, % 0.01% Invesco Europe Equity Fund (*) 17, % 0.01% Powershares FTSE Rafi Dev Markets (*) 9, % 0.00% Powershares FTSE Rafi Eur Small-Mid Fund (*) 4, % 0.00% ATTRIBUTABLE TO INVESCO LIMITED 4,113, % 1.74% OWN SHARES 1,559, % FREEFLOAT 78,582, % 33.31% TOTAL 237,505, % % (*) Direct shareholder of the Company. (**) Member of the Board of Directors of the Company. (***) Director of the Company. At 31 December 2015, Mota Gestão e Participações, SGPS, SA is 100% held by FM Sociedade de Controlo, SGPS, S.A., which is 100% held by the members of the Board of Directors mentioned with (a) above. As at 31 December 2015, FM Sociedade de Controlo, SGPS, S.A. owns 149,967,703 shares, which represents 63.14% of Mota Engil, SGPS, S.A., equity capital and confers 64.13% of rights to vote.

285 REPORT ON CORPORATE GOVERNANCE PRACTICES 283 Statement of the Board of Directors on the remuneration policies applicable to key office-holders of Mota-Engil Group, as described in article 248-B, no.3, of the Securities Code 1. Introduction In line with the recommendations made by CMVM regarding the importance of the remuneration policy covering key office-holders, as described in article 248-B, no. 3, of the Securities Code, hereunder we present the principles and general options in force, that are extended to collaborators of Mota-Engil, including other staff whose professional activity may have relevant impact on the company s risk profile and whose remuneration contains an important variable component. Regarding the remuneration options applicable to members of the management and supervisory body, which are mandated in Law no. 28/2009, of 19 June, please see the declaration made by the Remuneration Committee for the concrete options in this matter. 2. General Principles The Mota-Engil Group remuneration policy comprises a set of operative principles that aim to guarantee their contribution to the pursuit of the strategic vision and culture outlined for the Group, as well as the alignment of the interests of the key office-holders with the Group s long-term interests. Ability to capture and retain: Mota-Engil Group, through its remuneration policy, seeks to guarantee the attraction and retaining of talent, adopting a competitive positioning in the market, taking into account the level of responsibility and contribution of the collaborators for the creation of value. Alignment of remuneration practices with short and long-term performance: Mota-Engil Group s remuneration policy and corresponding rules of application are indexed to the performance evaluation model in effect, which, in turn, encompasses the evaluation of indicators and performance goals taken from the Group s strategic plan defined for the long-term. Equity/competitiveness: The remuneration policy is segmented into functional groups formed as a result from an evaluation of function, allowing, on one hand, an internal levelling of the compensation practices according to criteria of responsibility, complexity and autonomy whilst, on the other hand, guarantees its competitiveness with the practices in the reference market. Meritocracy: The criteria that establish the increase of the remuneration components are underlain by the success achieved by the Group and its business, as well as the individual evaluation of collaborators, in order to recognise and reward merit and excellence. Transversality/verticality: Mota-Engil Group aims to associate its management model to a common policy for executive and management positions, promoting transversal alignment and convergence toward the strategy, culture and objectives of the Group. In order to safeguard the specificity of the different business areas, the remuneration policy also embodies rules of vertical application, company by company, in order to adjust its practices to the respective sector of activity and reference market.

286 284 CONSOLIDADATED REPORT AND ACCOUNTS 2015 The Group s remuneration policy is divided in functional groups which aggregate positions according to parameters, such as level of knowledge, complexity or responsibility/autonomy required, periodically assessed through the Hay international methodology, and are structured as follows: Top Executives Executives Top Management Management Technicians Administrative and Operational The functional groups listed comprise the essential basis for the definition of human resources policies, namely the remuneration policy, which establishes, for each functional group, the remuneration components and conditions, whether they be of a fixed, variable and/or in benefits nature, taking into account the positioning strategy envisioned and the salary practices of specific reference markets. Key office-holders at Mota-Engil Group fall into the functional groups of Top Executives, Executives and Top Management. 3. Concrete Options 3.1 Overall architecture of the Group s remuneration policy The Mota-Engil Group remuneration policy comprises three remuneration components, which are defined considering the position held, the alignment with salary practices of the market and the performance of the collaborators: Fixed remuneration, which consists of the gross base remuneration with reference to a one-year period. Each functional group has an associated salary band that establishes the minimum, medium and maximum values, considering the position held, level of experience, and performance of the employee, and salary practices of the reference market and Mota-Engil. Variable remuneration, which includes a short-term bonus, paid according to the achievement of defined performance goals and, in functional groups with greater responsibility, includes a higher weighting of KPIs indexed to the Group s Strategic Plan. Each functional group establishes a set of target pays based upon salary practices in the reference market for positions with equivalent levels of responsibility, according to the level of performance achieved by the Group and the employee. Benefits, for which there is an established portfolio of applicable benefits, in accordance with the position and corresponding functional group. 3.2 Indexation of the remuneration policy to Mota-Engil Group s performance Aiming to promote the alignment of short and long-term interests of Mota-Engil and preventing excessive risk-taking, the payment of the variable component is indexed to the performance evaluation, whose general principles and corresponding application method are provided for in the Corporate Performance Management model.

287 REPORT ON CORPORATE GOVERNANCE PRACTICES 285 The Group s performance evaluation consists of two components: Quantitative assessment, including a series of Key Performance Indicators (KPI) indexed in the Group s Strategic Plan, which orientates the performance in four dimensions: cash flow generation, internal control/controlled risk, sustainable growth and organizational reinforcement. Below is an example of the KPI chart the Group in effect at the Group. Cash-flow Internal control/ controlled risk Net margin Free cash-flow Turnover % of turnover generated by key clients Weight of the investment in the generation of future turnover Participation of the boards in ME Active School Sustainable Growth Organizational Strengthening Qualitative evaluation, which results from the individual evaluation focusing on key competencies for the Group (corporate, management and personal). There have also been established preventive mechanisms aiming to promote restraint in risk-taking that may be prejudicial to the Company s interests and prevent the payment of the variable remuneration, in order to minimise the incentive of results not in line with a perspective of creating sustainable value in the long-term. Thus, in performance evaluation criteria such as risks taken by the employee in decision-making, as well as compliance with the standards applicable to the Company s activity, are taken into consideration. 3.3 Plans for the attribution of shares or options on the acquisition of shares There are no plans for the attribution of shares or options on the acquisition of shares regarding key office-holders within the meaning of no. 3 of article 248-B of the Securities Code. List of offices held by directors António Manuel Queirós Vasconcelos da Mota (Chairman) Positions in other societies of the Mota-Engil Group, on 31 st December 2015 Chairman of the Board of the General Meeting of Mota-Engil, Engenharia e Construção, S.A. Chairman of the Board of the General Meeting of Mota-Engil, Ambiente e Serviços, SGPS, S.A. Chairman of the Board of the General Meeting of Tratofoz, Sociedade de Tratamento de Resíduos, S.A. Chairman of the Board of the General Meeting of Mota-Engil Angola, S.A. Member of the Remuneration Committee of ÁreaGolfe, Gestão, Construção e Manutenção de Campos de Golfe, S.A. Member of the Remuneration Committee of Aurimove, Sociedade Imobiliária, S.A. Member of the Remuneration Committee of Manvia, Manutenção e Exploração de Instalações e Construções, S.A. Member of the Remuneration Committee of Martifer, SGPS, S.A. Member of the Remuneration Committee of ME Real Estate, Mota-Engil Real Estate Portugal, S.A.

288 286 CONSOLIDADATED REPORT AND ACCOUNTS 2015 Member of the Remuneration Committee of MESP Mota-Engil, Serviços Partilhados, Administrativos e de Gestão, S.A. Member of the Remuneration Committee of Mota-Engil, Ambiente e Serviços, SGPS, S.A. Member of the Remuneration Committee of Mota-Engil, Europa, S.A. Member of the Remuneration Committee of Mota-Engil, Engenharia e Construção, S.A. Member of the Remuneration Committee of Mota-Engil II, Gestão, Ambiente, Energia e Concessões de Serviços, S.A. Member of the Remuneration Committee of Mota-Engil, Indústria e Inovação, SGPS, S.A. Member of the Remuneration Committee of Nortedomus, Sociedade imobiliária, S.A. Member of the Remuneration Committee of Sedengil,Sociedade Imobiliária, S.A. Member of the Remuneration Committee of Suma, Serviços Urbanos e Meio Ambiente, S.A. Member of the Remuneration Committee of Suma Tratamento, S.A. Member of the Remuneration Committee of Takargo, Transporte de Mercadorias, S.A. Member of the Remuneration Committee of Tertir, Concessões Portuárias, SGPS, S.A. Member of the Remuneration Committee of Tertir, Terminais de Portugal, S.A. Member of the Remuneration Committee of Tertir, Teminais Portuários, SGPS, S.A. Member of the Remuneration Committee of Tratofoz, Sociedade de Tratamento de Resíduos, S.A. Member of the Remuneration Committee of Vibeiras, Sociedade Comercial de Plantas, S.A. Member of the Remuneration Committee of Mota-Engil, Angola, S.A. Member of the Remuneration Committee of Mota-Engil, Engenharia e Construção África, S.A. Member of the Remuneration Committee of Mota-Engil, Logística, SGPS, S.A. (old Tergep) Member of the Remuneration Committee of Empresa Geral do Fomento, S.A. Member of the Supreme Council and Supervisory Board of Mota-Engil, Angola, S.A. Chairman of the Supreme Council of Tertir, Terminais de Portugal, S.A. Member of the Board of Directors of Valorsul, S.A. Positions in other societies outside the Mota-Engil Group, on 31 st December 2015 Chairman of the Board of Directors of FM, Sociedade de Controlo, SGPS, S.A. Chairman of the Board of Directors of Mota Gestão e Participações, Sociedade Gestora de Participações Sociais, S.A. Chairman of the Board of Directors of Sunviauto, Indústria de Componentes de Automóveis, S.A. Manager of Sociedade Agrícola Moura Basto, Lda. Member of the Remuneration Committee of António de Lago Cerqueira, S.A. Member of the Board of Curators of Fundação Manuel António da Mota Member of the General Council of AEP, representing Mota-Engil, SGPS, S.A. Member of the Board of Curators of Fundação AIP Member of the Board of Curators of Fundação AEP, representing Mota-Engil, SGPS, S.A. Member of the Council of EIC, European International Contractors Member of the Administrative Committee of Oporto Reginal Centre of Portuguese Catholic University Member of the Business Strategic Council of Sintra City Hall Gonçalo Nuno Gomes de Andrade Moura Martins (Deputy-Chairman) Positions in other societies of the Mota-Engil Group, on 31 st December 2015 Chairman of the Board of Directors of Ascendi Group, SGPS, S.A. Chairman of the Board of Directors of Ascendi Norte, S.A.

289 REPORT ON CORPORATE GOVERNANCE PRACTICES 287 Chairman of the Board of Directors of Ascendi Beiras Litoral e Alta, Auto Estradas das Beiras Litoral e Alta, S.A. Chairman of the Board of Directors of Ascendi Costa de Prata, Auto Estradas da Costa de Prata, S.A. Chairman of the Board of Directors of Ascendi Grande Porto, Auto Estradas do Grande Porto, S.A. Chairman of the Board of Directors of Ascendi Grande Lisboa, Auto Estradas da Grande Lisboa, S.A. Chairman of the Board of Directors of Ascendi Douro, Estradas do Douro Interior, S.A. Chairman of the Board of Directors of Ascendi Pinhal Interior, Estradas do Pinhal Interior, S.A. Chairman of the Board of Directors of Ascendi Operadora NT, Operação e Manutenção Rodoviária, S.A. Chairman of the Board of Directors of Ascendi Operadora BLA, Operação e Manutenção Rodoviária, S.A. Chairman of the Board of Directors of Ascendi Operadora CP, Operação e Manutenção Rodoviária, S.A. Chairman of the Board of Directors of Ascendi Operadora GP, Operação e Manutenção Rodoviária, S.A. Chairman of the Board of Directors of Ascendi Operadora GL, Operação e Manutenção Rodoviária, S.A. Chairman of the Board of Directors of Ascendi Operadora DI, Operação e Manutenção Rodoviária, S.A. Chairman of the Board of Directors of Ascendi Operadora PI, Operação e Manutenção Rodoviária, S.A. Chairman of the Board of Directors of Ascendi, Serviços de Assessoria, Gestão e Operação, S.A. Chairman of the Board of Directors of Ascendi O&M, S.A. Chairman of the Board of Directors of Ascendi IGI, Inovação e Gestão de Infra-Estruturas, S.A. Chairman of the Board of Directors of Ascendi PT, S.A. Chairman of the Board of Directors of Ascendi México S.A. de C.V. Member of Board of Directors of Concesionaria Autopista Perote-Xalapa, S.A. de C.V. (Mexico) Member of Board of Directors of Lusoponte, Concessionária para a Travessia do Tejo S.A. Member of Board of Directors of Valorsul, Valorização e Tratamento de Resíduos Sólidos das Regiões de Lisboa e do Oeste, S.A. Non-executive Member of the Board of Directors of Mota-Engil, Africa, N.V. Chairman of the Board of the General Meeting of Multiterminal, Sociedade de Estiva e Tráfego, S.A. Chairman of the Board of the General Meeting of Lokemark, Soluções de Marketing, S.A. Member of the Remuneration Committee of Takargo, Transporte de Mercadorias, S.A. Member of the Remuneration Committee of Liscont, Operadores de Contentores, S.A. Member of the Remuneration Committee of Transitex,Transitos da Extremadura, S.A. Member of the Remuneration Committee of Multiterminal, Sociedade de Estiva e tráfego, S.A. Member of the Remuneration Committee of Sadoport, Terminal Marítimo do Sado, S.A. Member of the Remuneration Committee of SLPP, Serviços Logisticos de Portos Portugueses, S.A. Member of the Remuneration Committee of Ascendi Grande Lisboa, Auto Estradas da Grande Lisboa, S.A.

290 288 CONSOLIDADATED REPORT AND ACCOUNTS 2015 Member of the Remuneration Committee of Ascendi Norte, Auto-Estradas do Norte, S.A. Member of the Remuneration Committee of Ascendi Beiras Litoral e Alta, Auto-Estradas das Beiras Litoral e Alta, S.A. Member of the Remuneration Committee of Ascendi Costa de Prata, Auto Estradas da Costa da Prata, S.A. Member of the Remuneration Committee of Ascendi Douro, Estradas do Douro Interior, S.A. Member of the Remuneration Committee of Ascendi Grande Porto, Auto Estradas do Grande Porto, S.A. Member of the Remuneration Committee of Ascendi Pinhal Interior, Estradas do Pinhal Interior, S.A. Member of the Remuneration Committee of Ascendi Operadora BLA, Operação e Manutenção Rodoviária, S.A. Member of the Remuneration Committee of Ascendi Operadora CP, Operação e Manutenção Rodoviária, S.A. Member of the Remuneration Committee of Ascendi Operadora GP, Operação e Manutenção Rodoviária, S.A. Member of the Remuneration Committee of Ascendi Operadora NT, Operação e Manutenção Rodoviária, S.A. Member of the Remuneration Committee of Ascendi Operadora DI, Operação e Manutenção Rodoviária, S.A Member of the Remuneration Committee of Ascendi Operadora GL, Operação e Manutenção Rodoviária, S.A. Member of the Remuneration Committee of Ascendi Operadora PI, Operação e Manutenção Rodoviária, S.A. Member of the Remuneration Committee of Lusoponte, Concessionária para a Travessia do Tejo S.A., representing Ascendi Group, SGPS, S.A. Member of the Remuneration Committee of ME Real Estate, Mota-Engil, Real Estate Portugal, S.A. Member of the Remuneration Committee of Mota-Engil, Ambiente e Serviços, SGPS, S.A. Member of the Remuneration Committee of Sotagus, Terminal de Contentores de Santa Apolónia, S.A. Member of the Supreme Council of Tertir, Terminais de Portugal, S.A. Member of the Supreme Council and Supervisory Board of Mota-Engil, Angola, S.A. Positions in other societies outside the Mota-Engil Group, on 31 st December 2015 Member of the Board of Curators of Fundação Manuel António da Mota. Arnaldo José Nunes da Costa Figueiredo (Deputy-Chairman) Positions in other societies of the Mota-Engil Group, on 31 st December 2015 Chairman of the Board of Directors of Martifer Metallic Constructions, SGPS, S.A. Chairman of the Board of Directors of Mota-Engil, Indústria e Inovação, SGPS, S.A. Member of the Board of Directors of Vetor Diálogo, SGPS, S.A. Member of the Board of Directors of Martifer, SGPS, S.A. Member of the Board of Directors of Martifer Solar, S.A. Chairman of the Board of the General Meeting of Mercado Urbano, Gestão Imobiliária, S.A. Positions in other societies outside the Mota-Engil Group, on 31 st December 2015 Member of the General Council of AEM, Associação de Empresas Emitentes de Valores Cotados em Mercado Member of the General Council of PROFORUM, Associação para o Desenvolvimento da Engenharia

291 REPORT ON CORPORATE GOVERNANCE PRACTICES 289 Member of the General Council of ELO, Associação Portuguesa para o Desenvolvimento Económico e a Cooperação Maria Manuela Queirós Vasconcelos Mota dos Santos (Member) Positions in other societies of the Mota-Engil Group, on 31 st December 2015 Manager Edifícios Galiza, Sociedade Imobiliária, Lda. Member of the Board of Directors of Empresa Agrícola Florestal Portuguesa, S.A. Member of the Remuneration Committee of Indaqua, Indústria e Gestão de Águas, S.A. Member of the Remuneration Committee of Liscont, Operadores de Contentores, S.A. Member of the Remuneration Committee of Lokemark, Soluções de Marketing, S.A. Member of the Remuneration Committee of Manvia, Manutenção e Exploração de Instalações e Construções, S.A. Member of the Remuneration Committee of Martifer, SGPS, S.A. Member of the Remuneration Committee of MESP, Mota-Engil, Serviços Partilhados, Administrativos e de Gestão, S.A. Member of the Remuneration Committee of Mota-Engil II, Gestão, Ambiente, Energia e Concessões de Serviços, S.A. Member of the Remuneration Committee of Nortedomus, Sociedade Imobiliária, S.A. Member of the Remuneration Committee of Takargo, Transporte de Mercadorias, S.A. Member of the Remuneration Committee of Tertir, Concessões Portuárias, SGPS, S.A. Member of the Remuneration Committee of Tertir, Terminais de Portugal, S.A. Member of the Remuneration Committee of Tratofoz, Sociedade de Sociedade de Tratamento de Resíduos, S.A. Member of the Remuneration Committee of Transitex, Transitos da Extremadura, S.A. Member of the Remuneration Committee of Áreagolfe, Gestão Construção e Manutençãod e campos de Golf, S.A. Member of the Remuneration Committee of Aurimove, Sociedade Imobiliária, S.A. Member of the Remuneration Committee of Mota-Engil Europa, S.A. Member of the Remuneration Committee of Mota-Engil Industria e Inovação, SGPS, S.A. Member of the Remuneration Committee of RTA, Rio Tâmega, turismo e Recreio, S.A. Member of the Remuneration Committee of SGA, Sociedade de Golf de Amarante, S.A. Member of the Remuneration Committee of Sedengil, Sociedade Imobiliária, S.A. Member of the Remuneration Committee of Sadoport, Terminal Marítimo do Sado, S.A. Member of the Remuneration Committee of Mota-Engil Logística, SGPS, S.A. Member of the Remuneration Committee of Tertir, Terminais Portuários, SGPS, S.A. Member of the Remuneration Committee of Vibeiras, Sociedade Comercial de Plantas, S.A. Member of the Remuneration Committee of Sotagus, Terminal de Contentores de Santa Apolónia, S.A. Positions in other societies outside the Mota-Engil Group, on 31 st December 2015 Manager of Casal Agrícola de Parada, Lda. Manager of Sociedade Agrícola Moura Basto, Lda. Manager of Mineira do Jarmelo, Lda. Manager of Mineira de Pensalvos, Lda. Manager of Serra Lisa, Sociedade de Empreendimentos Imobiliários, Lda. Member of the Board of Directors of Administração da FM, Sociedade de Controlo, SGPS, S.A. Member of the Board of Directors of Mota Gestão e Participações, Sociedade Gestora de Participações Sociais, S.A. Member of the Remuneration Committee of António de Lago Cerqueira, S.A. Member of the Board of Curators and the Board of Directors of Fundação Manuel António da Mota

292 290 CONSOLIDADATED REPORT AND ACCOUNTS 2015 Maria Teresa Queirós Vasconcelos Mota Neves da Costa (Member) Positions in other societies of the Mota-Engil Group, on 31 st December 2015 Member of the Remuneration Committee of Liscont, Operadores de Contentores, S.A. Member of the Remuneration Committee of MESP, Mota-Engil, Serviços Partilhados, Administrativos e de Gestão, S.A. Member of the Remuneration Committee of Mota-Engil, Engenharia e Construção, S.A. Member of the Remuneration Committee of Mota-Engil, Engenharia e Construção África, S.A. Member of the Remuneration Committee of Transitex, Trânsitos de Extremadura, S.A. Member of the Remuneration Committee of Tratofoz, Sociedade de Tratamento de Resíduos, S.A. Member of the Remuneration Committee of SLPP, Serviços Logísticos de Portos Portugueses, S.A. Member of the Remuneration Committee of Sotagus, Terminal de Contentores de Santa Apolónia, S.A. Manager of Edifícios Galiza Sociedade Imobiliária, Lda. Positions in other societies outside the Mota-Engil Group, on 31 st December 2015 Vice-Chairman of the Board of Directors of FM, Sociedade de Controlo, SGPS, S.A. Member of the Board of Directors of Mota Gestão e Participações, Sociedade Gestora de Participações Sociais, S.A. Member of the Board of Directors of Navarras Supermercados, S.A. Manager of Imobiliária Toca do Lobo, Lda. Manager of Sociedade Agrícola Moura Basto, Lda. Manager of Casal Agrícola de Parada, Lda.; Manager of Mineira de Pensalvos, Lda. Manager of Mineira do Jarmelo, Lda. Member of the Board of Curators of Fundação Manuel António da Mota Maria Paula Queirós Vasconcelos Mota de Meireles (Member) Positions in other societies of the Mota-Engil Group, on 31 st December 2015 Chairman of the Board of Directors of RTA, Rio Tâmega, Turismo e Recreio, S.A. Chairman of the Board of Directors of SGA, Sociedade do Golfe de Amarante, S.A. Non-executive Member of the Board of Directors of Mota-Engil África N.V. Manager of Edifícios Galiza, Sociedade Imobiliária, Lda. Manager of Largo do Paço, Investimentos Turísticos e Imobiliários, Lda. Member of the Remuneration Committee of Mota-Engil II, Gestão, Ambiente, Energia e Concessões de Serviços, S.A. Member of the Remuneration Committee of RTA, Rio Tâmega, Turismo e Recreio, S.A. Member of the Remuneration Committee of SGA, Sociedade do Golfe de Amarante, S.A. Member of the Supreme Council and Supervisory Board of Mota-Engil, Angola, S.A. Non-executive Member of the Board of Directors of Mota-Engil, Africa, N.V. Positions in other societies outside the Mota-Engil Group, on 31 st December 2015 Member of the Board of Directors of FM, Sociedade de Controlo, SGPS, S.A. Member of the Board of Directors of Mota Gestão e Participações, Sociedade Gestora de Participações Sociais, S.A. Manager of Casal Agrícola de Parada, Lda. Manager of Mineira de Pensalvos, Lda. Manager of Mineira do Jarmelo, Lda. Manager of Sociedade Agrícola Moura Basto, Lda.

293 REPORT ON CORPORATE GOVERNANCE PRACTICES 291 Manager of Verotâmega, Sociedade Imobiliárias, Lda. Member of the Board of Curators of Fundação Manuel António da Mota Member of the Remuneration Committee of António de Lago Cerqueira, S.A. Ismael Antunes Hernandez Gaspar (Member) Positions in other societies of the Mota-Engil Group, on 31 st December 2015 Member of the Board of Directors of Mota-Engil Logística, SGPS, S.A. (old TERGEP) Vice-Chairman of Board of Directors of Mota-Engil, Ambiente e Serviços, SGPS, S.A. Member of the Remuneration Committee of Aurimove, Sociedade Imobiliária, S.A. Member of the Remuneration Committee of Nortedomus, Sociedade Imobiliária, S.A. Chairman of the Board of the General Meeting of SEDENGIL, Sociedade Imobiliária, S.A. Director of Mota-Engil Minerals & Mining Investments, B.V. Director of Mota-Engil Mining Management (Proprietary) Limited Member of the Supervisory Board of Mota-Engil, Angola, S.A. Positions in other societies outside the Mota-Engil Group, on 31 st December 2015 Member of the Supervisory Board of FUNDCIC, Fundo para o Desenvolvimento das Ciências da Construção Luís Filipe Cardoso da Silva (Member) Positions in other societies of the Mota-Engil Group, on 31 st December 2015 Member of the Board of Directors of MESP, Mota-Engil, Serviços Partilhados, Administrativos e de Gestão, S.A. Member of the Board of Directors of Empresa Geral do Fomento, S.A. Director of Mota-Engil Brand Management, B.V. Member of the Remuneration Committee of Resinorte, Valorização de Tratamento de Resíduos Sólidos, S.A. Positions in other societies outside the Mota-Engil Group, on 31 st December 2015 Does not perform any duties in companies outside the Mota-Engil Group Carlos António Vasconcelos Mota dos Santos (Member) Positions in other societies of the Mota-Engil Group, on 31 st December 2015 Chairman of the Board of Directors of Mota-Engil, Ambiente e Serviços, SGPS, S.A. Chairman of the Board of Directors of ME REAL ESTATE Mota-Engil, Real Estate Portugal, S.A. Chairman of the Board of Directors of Mota-Engil Real Estate, SGPS, S.A. Chairman of the Board of Directors of Mota-Engil, Engenharia e Construção, S.A. Chairman of the Board of Directors of Mota-Engil Logística, SGPS, S.A. Chairman of the Board of Directors of Tertir, Terminais Portuários, SGPS, S.A. Chairman of the Board of Directors of Mota-Engil America Latina, SAPI de CV (México) Chairman of the Board of Directors of Mota-Engil Europa, S.A. Chairman of the Board of Directors of Empresa Construtora do Brasil, S.A. Chairman of the Board of Directors of Mota-Engil II, Gestão, Ambiente, Energia e Concessões de Serviços, S.A. Chairman of the Board of Directors of Mota-Engil, Latam Portugal, S.A. Chairman of the Board of Directors of Tertir, Concessões Portuárias, SGPS, S.A. Member of the Board of Valorsul, Valorização e Tratamento de Resíduos Sólidos das Regiões de Lisboa e do Oeste, S.A.

294 292 CONSOLIDADATED REPORT AND ACCOUNTS 2015 Member of the Remuneration Committee of ME REAL ESTATE, Mota-Engil, Real Estate Portugal, S.A. Member of the Remuneration Committee of Mota-Engil, Ambiente e Serviços, SGPS, S.A. Director of Mota-Engil, Latin America, BV Director of Mota-Engil Energy, BV Director of Mota-Engil Tourism, BV Member of the Supreme Council and Supervisory Board of Indaqua, Indústria e Gestão de Águas, S.A. Positions in other societies outside the Mota-Engil Group, on 31 st December 2015 Member of the Board of Directors of Mota Gestão e Participações, Sociedade Gestora de Participações Sociais, S.A. José Pedro Matos Marques Sampaio de Freitas (Member) Positions in other societies of the Mota-Engil Group, on 31 st December 2015 Chairman of the Board of Directros of Sunviauto México, S.A. de C.V. Director of Mota-Engil, Finance, B.V. Member of Supervisory Board of Mota-Engil, Central Europe, S.A. Positions in other societies outside the Mota-Engil Group, on 31 st December 2015 Member of the Board of Directors of Sunviauto, Indústria de Componentes de Automóveis, S.A. Gilberto Silveira Rodrigues (Member) Positions in other societies of the Mota-Engil Group, on 31 st December 2015 Chairman of the Board of Directors of Mota-Engil África, SGPS, S.A. Chairman of the Board of Directors of Mota-Engil, Engenharia e Construção África, S.A. Chairman of the Board of Directors of Fatra, Fábrica de Trefilaria de Angola, S.A. Member of the Board of Directors of Cosamo (Pty), Ltd Member of the Board of Directors of Mota-Engil Mining Management, Limited Member of the Board of Directors of Mota-Engil Minerals & Mining Investments, B.V. Member of the Board of Directors of Malawi Shipping Company, Limited Member of the Board of Directors of Mota-Engil (Malawi), Limited Member of the Board of Directors of Mota-Engil Investments (Malawi), Limited Member of the Board of Directors of Mota-Engil Minerals & Mining, Limited Member of the Board of Directors of Minerals & Mining (Zimbabwe), Limited Member of the Board of Directors of Empresa Agrícola Florestal Portuguesa, S.A. Member of Supervisory Board of Mota-Engil Angola, S.A. Member of the Board of Directors of Mota-Engil África, N.V. Manager of Mota-internacional, Comércio e Consultadoria Económica, Lda. Manager of Mota-Engil S. Tomé e Príncipe, Lda. Positions in other societies outside the Mota-Engil Group, on 31 st December 2015 Member of the Board of Directors of Liwonde Logistics Platform, Limited João Pedro dos Santos Dinis Parreira (Vogal) Positions in other societies of the Mota-Engil Group, on 31 st December 2015 Chairman of the Board of Directors of Autopista Urbana Siervo de La Nácion, S.A.P.I. de C.V. Chairman of the Board of Directors of Construcciones dos Puertos, S.A. de C.V. Chairman of the Board of Directors of Constructora Gran Canal, S.A.P.I. de C.V.

295 REPORT ON CORPORATE GOVERNANCE PRACTICES 293 Chairman of the Board of Directors of Mota-Engil Mexico, S.A. de C.V. Chairman of the Board of Directors of Mota-Engil Opway Mexicana, S.A. de C.V. Chairman of the Board of Directors of Mota-Engil Turismo, S.A. de C.V. Chairman of the Board of Directors of Mota-Engil Energy Holdings Mexico, S.A.P.I de C.V. Chairman of the Board of Directors of Mota-Engil Turismo Holding, S.A.P.I de C.V. Chairman of the Board of Directors of Opway México, S.A. de C.V. Vice-Chairman of the Board of Directors of Mota-Engil América Latina S.A.P.I. de C.V. Member of the Board of Directors of Ascendi Mexico, S.A. de C.V. Member of the Board of Directors of Concessionária Autopista Perote-Xalapa, S.A. de C.V. Member of the Board of Directors of Gestión e Innovación en Servicios Ambientales, S.A. de C.V. Member of the Board of Directors of Operadora Autopista Perote-Xalapa, S.A. de C.V. Member of the Board of Directors of Mota-Engil Latam, S.A. Substitute Member of the Board of Directors of Concessionária Autopista Cardel-Poza Rica, S.A. de C.V. Substitute Member of the Board of Directors of Concessionária Autopista Tuxpan Tampico, S.A. de C.V. Substitute Member of the Board of Directors of Constructora Concessionária Autopista Cardel-Poza Rica, S.A. de C.V. Substitute Member of the Board of Directors of Eco-Innovación Ambiental, S.A.P.I. de C.V. Secretary of the Board of Directors of Constructora Autopista Perote-Xalapa, S.A. de C.V. Secretary of the Board of Directors of M&R Occidente, S.A.P.I. de C.V. Secretary of the Board of Directors of Constructora M&R, S.A. de C.V. Commissioner of Transitex Mexico, S.A. de C.V Positions in other societies outside the Mota-Engil Group, on 31 st December 2015 Does not perform any duties in companies outside the Mota-Engil Group

296 294 CONSOLIDADATED REPORT AND ACCOUNTS 2015 António Martinho Ferreira Oliveira (Member) Positions in other societies of the Mota-Engil Group, on 31 st December 2015 Chairman of the Board of Directors of Nortedomus Sociedade Imobiliária, SA Chairman of the Board of Directors of Aurimove Sociedade Imobiliária, SA Chairman of the Board of Directors of Turalgo Sociedade de Promoção Imobiliária e Turística do Algarve, SA Chairman of the Board of Directors of Mercado Urbano Gestão Imobiliária, SA Chairman of the Board of Directors of MESP Mota-Engil, Serviços Partilhados Administrativos e de Gestão, SA Member of the Board of Directors of Mota-Engil, Real Estate Portugal, SA Member of the Board of Directors of Sedengil Sociedade Imobiliária, SA Member of the Board of Directors of Mota-Engil Europa, SA Member of the Board of Directors of Mota-Engil Real Estate, SGPS, SA Member of the Board of Directors of Mota-Engil, Engenharia e Construção, SA Director of Glan Agua, Limited Director of Mota-Engil, Ireland Construction, Limited Director of Mota-Engil, Ireland Services, Limited Director of Mota-Engil, Central Europe, SA Manager of Calçadas do Douro Sociedade Imobiliária, Lda Manager of Corgimobil Empresa Imobiliária das Corgas, Lda Manager of Edifícios Mota-Viso Sociedade Imobiliária, Lda Manager of Edipainel Sociedade Imobiliária, Lda Manager of Motadomus Sociedade Imobiliária, Lda Member of the Supervisory Board of Mota-Engil Central Europe Slovenská Republika, a.s. Member of the Supervisory Board of Mota-Engil Central Europe Hungary Beruházási És Épitoipari KFT Member of the Supervisory Board of Magyarország beruházási És Épitoipari KFT Member of the Supervisory Board of Obol Invest Befektetési Ès Uzletviteli Tanácsadó KFT Member of the Supervisory Board of Obol XI Ingatlahasznosítási Beruházo Ès Szolgáltató KFT Member of the Supervisory Board of Mota-Engil Central Europe Ceská Republika, a.s. Member of the Supervisory Board of Metró Épitóipari Gépészeti és szállitási ZRT Member of the Supervisory Board of Devonská Project Development, a.s. Positions in other societies outside the Mota-Engil Group, on 31 st December 2015 Does not perform any duties in companies outside the Mota-Engil Group Luís Valente de Oliveira (Independent Member) Positions in other societies of the Mota-Engil Group, on 31 st December 2015 Does not perform any duties in other companies of the Mota-Engil Group Positions in other societies outside the Mota-Engil Group, on 31 st December 2015 Chairman of the Founders Board of Casa da Música Member of the Consultative Committee of Foundations (Presidency of the Council of Ministers)

297 REPORT ON CORPORATE GOVERNANCE PRACTICES 295 António Bernardo Aranha da Gama Lobo Xavier (Independent Member) Positions in other societies of the Mota-Engil Group, on 31 st December 2015 Does not perform any duties in other companies of the Mota-Engil Group Positions in other societies outside the Mota-Engil Group, on 31 st December 2015 Partner and Member of the Board of Directors of Morais Leitão, Galvão Teles, Soares da Silva & Associados Member of the Board of Directors of Sonaecom, SGPS, SA Member of the Board of Directors of Sonaecom Sistemas de Informação, SGPS, S.A Member of the Board of Directors of Sonaecom, Serviços Partilhados, SGPS, SA Member of the Board of Directors of Banco BPI, SA Member of the Board of Directors of NOS, SGPS, SA; Member of the Board of Directors of Riopele, SA Member of the Board of Directors of Público Comunicação Social, SA; Member of the Board of Directors of PCJ Público, Comunicação e Jornalismo, SA Member of the Board of Directors of Vallis Capital Partners Chairman of General Meeting of Têxtil Manuel Gonçalves, SA Member of the Supervisory Board of Fundação Belmiro de Azevedo António Manuel da Silva Vila Cova (Independent Member) Positions in other societies of the Mota-Engil Group, on 31 st December 2015 Does not perform any duties in other companies of the Mota-Engil Group Positions in other societies outside the Mota-Engil Group, on 31 st December 2015 Member of the Supervisory Board of Banco Finantia

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299 05 SUSTAINABILITY REPORT We are solidarity in Peru Due to its wide geographic dispersion, the Mota-Engil Group is present in the life of millions of people and is familiar with their needs. That is why, through the Manuel António da Mota Foundation, the Group has distinguished social responsibility activities in Peru and in other Latin American countries, contributing to a better and increasingly equal world with these small efforts. We are Mota Engil throughout the world

300 298 CONSOLIDATED REPORT AND ACCOUNTS 2015 Contents 1. Scope of the report Report profile Objectives and limits of the report Commitments with external initiatives and relations with stakeholders Commitments with external initiatives 2.2 Relations with stakeholders Social responsibility Introduction Strategic objectives Manuel António da Mota Foundation 3.4 Other social responsibility initiatives in Europe Portugal Poland Social responsibility initiatives in Latin America Mexico Peru Brazil Colombia Social responsibility initiatives in Africa Angola Malawi Mozambique South Africa Cape Verde Zambia Research, Development and Innovation Mota-Engil Engineering & Construction 4.2 SUMA, Urban & Environment Services Performance Environmental performance Mota-Engil Engineering & Construction SUMA, Urban & Environment Services Social performance Mota-Engil Engineering & Construction SUMA, Urban & Environment Services Mota-Engil Group São Tomé and Príncipe 352

301 SUSTAINABILITY REPORT 299 PRELIMINARY REMARK The Mota-Engil Group, through its holding company Mota-Engil SGPS, S.A., Public Company, hereby publishes its 2015 Sustainability Report, along with the 2015 Consolidated Report and Accounts, of which it is an integral part. The single Report prevents undesirable redundancies arising from the separate publication of the Report and Accounts and of the Sustainability Report, and, moreover, enables the issue of sustainability to definitively conquer its true place in corporate reporting, endowing further importance to the social and environmental aspects of business performance. 1. Scope of the report 1.1 REPORT PROFILE The communication of performance in the social and environmental arenas, besides its economic dimension thoroughly developed in the 2015 Report and Accounts, constitutes a fundamental element of the Group s sustainability strategy. The Consolidated Report and Accounts and the Sustainability Report of 2015, published in Portuguese, English and Spanish, are available in digital format and can be found on the Group s website: Within the scope of its policy of openness and permanent systematic dialogue with its stakeholders, both internal and external, the Mota-Engil Group welcomes any requests for clarification, comments or suggestions it may be addressed. Such well-established dialogue is a key instrument of consultation and integration of concerns and proposals from stakeholders, namely, customers, suppliers, investors, public entities, and non-governmental organisations, among others, which include, in a privileged way, the universe of employees of the Mota-Engil Group, within the wider scope of an effective, active, and participatory internal communication policy. Matters relating to Sustainability in general may be addressed to the HR and Sustainability Strategy Corporate Centre of the Mota-Engil Group through the following contacts: MOTA-ENGIL, SGPS, S.A., SOCIEDADE ABERTA HR and Sustainability Strategy Corporate Centre Address Rua do Rego Lameiro, nº Porto Portugal Telephone Fax isabel.peres@mota engil.pt

302 300 CONSOLIDATED REPORT AND ACCOUNTS OBJECTIVES AND LIMITS OF THE REPORT FRAMEWORK Within its strategic development process, based on growth, internationalisation and diversification, the Mota-Engil Group presently comprises a much diversified set of businesses, increasingly asserting itself as a Portuguese business Group within a multinational context. Given the multisectoral nature of the activities of the Mota-Engil Group, encompassing the areas of Engineering & Construction, Environment & Services, and Transport Concessions, along with its presence in different geographical contexts, the identification of materially relevant sustainability issues results in a highly complex and demanding task. The Group s sustainability strategy is organically supported by its HR and Sustainability Strategy Corporate Centre, directly dependant on the Holding s Executive Committee, which is responsible for the Group s definition of and approach to sustainability, its promotion and the development of initiatives, in conjunction with the Manuel António da Mota Foundation regarding social issues, and, concerning the remaining aspects, in connection with the business areas in the various countries where the Group is present. This management model aims at fostering the cross-cutting dissemination of the sustainability strategy throughout the organisation, clarifying the commitment of the Group towards sustainability, and enabling an effective connection to the business areas and units responsible for conducting the activities at operational level, and for the implementation of the objectives drawn from the Group s sustainability strategy. STRATEGY AND PRIORITIES Consequently, the design of its sustainability strategy, as well as the definition of priority issues, and the identification of key stakeholders for the purposes of implementing the sustainability policy and drafting the Report, followed, as in previous years, a process of internal consultation among the main leaders of the Group s subholdings and business units, resulting in a wide consensus and a set of multiple contributions essential for the drafting of the Report. Determining materially relevant matters is an indispensable stage in the correct use of the guidelines adopted, and an essential precondition to comply with the strategic plan and its subordinate activities. INDICATORS The Indicators framework established by the reporting guidelines adopted should, in turn, reflect and be the natural corollary of the objectives set forth and of the action plans leading to their realisation, based on the priority sustainability topics considered materially relevant. Therefore, the response to Indicators should be seen as an integral part of the Group s management architecture, in general, and part of its sustainability management model, in particular, where the role of information systems acquires great relevance.

303 SUSTAINABILITY REPORT Mota-Engil Engenharia e Construção - Portugal and Suma, Serviços Urbanos e Meio Ambiente are the sole entities to provide and disseminate indicators in accordance with the framework adopted, as they are the Group s organisations where the systems for collecting, processing and disseminating information associated with the existing model are particularly developed. 01. Social Responsibility and Community Relations SCOPE With regard to the disclosure of performance indicators, the 2015 Sustainability Report shall cover the following entities: Business Area - Engineering and Construction Business Unit - Mota-Engil Engenharia e Construção, S.A. Geographic Perimeter - Portugal Business Area - Environment and Services Business Unit - SUMA, S.A. Geographic Perimeter - Portugal Throughout this Report, and in line with the usual presentation in most of the Group s communication media, the reference to these two entities is made by using the abbreviated designations of Mota-Engil Engenharia and SUMA. Regarding the existence of joint arrangements or outsourced activities, these will not be reported.

304 302 CONSOLIDATED REPORT AND ACCOUNTS Commitments with external initiatives and relations with stakeholders 2.1 COMMITMENTS WITH EXTERNAL INITIATIVES ASSOCIATION ACTIVITY Aware of its role in society, and in order to ensure a more effective interaction and dialogue with its stakeholders, the Mota-Engil Group actively participates in numerous industrial and commercial organisations. The Group s presence in these associations is materialised by funding their activities, through the contributions made by affiliated companies, and by holding positions in their executive bodies. Given the strategic importance of these institutions for the cooperation and close relationship with the business community, the Mota-Engil Group is present, through its various companies, in industry associations, business associations, chambers of commerce, and other entities. The Group is thus represented in the sectors in which it operates, and in the chambers of commerce of the geographic markets where it is present. 2.2 RELATIONS WITH STAKEHOLDERS IDENTIFICATION OF STAKEHOLDERS The Mota-Engil Group considers it essential to focus its attention on the many stakeholders with which it interacts. Due to the size and diverse nature of its activities in various geographies and economic, social and cultural reference contexts, the relational framework of the Mota-Engil Group is significantly expanded, while regularly taking up new contours. Therefore, the identification and approach procedures regarding key stakeholders depend, to a great extent, on the specific dynamics and characteristics of each of the regions where the Group operates, summarised as follows. With regard to the Mota-Engil Group in general, due to its international and diversified nature, and considering its strategic development objectives, the consolidation and constant search for new business opportunities places particular emphasis on its customers, both national and international, on its business partners, and on its employees. Likewise, the shareholders of the Group, investors, financial institutions and the insurance industry, the media, and non-governmental organisations, as well as regulators, are also of prime importance. Consequently, the identification of these stakeholders takes on a cross-cutting nature within the entire Group. For Mota-Engil Engenharia, the Group s customers are also seen as reference stakeholders, may they be institutional customers (State and other public entities), for their very significant weight on the main segments of activity, or the countless customers in the private sector, given the number of specialised capabilities of the Group in the Engineering & Construction area. Universities and local communities are also relevant, given the impact of the construction sector on social and environmental arenas, as is the vast range of suppliers of products and services, a striking feature of this activity characterised by an extensive demand chain.

305 SUSTAINABILITY REPORT 303 APPROACH TO STAKEHOLDERS Overall, the approach to stakeholders defined by the Mota-Engil Group consists of the adoption of a set of communication means, among which the website and the periodic publication Sinergia take centre stage, by offering a wide range of information on the Group s activities. Mota-Engil TV is also a noteworthy project, which aims to bring to all employees images and news on the activities undertaken by the Group in each country and business area, as is the implementation of the ON.ME internal portal. There are also newsletters and publications provided by various Group companies. Through the contacts made available on the website, the dialogue with any of the Group s areas is made easier, thus enabling a considerable number of interactions with the outside of the Group. The relationship dynamics with the media should also be highlighted, whether the general media or the specialised press, in the economic and financial field, as confirmed by the large number of articles on Group s activities, businesses, and initiatives, and by the regular presence of the Group s representatives in the media. Regarding the approach to stakeholders, the following should be noted: Employees: Staff meetings and knowledge sharing events; Periodic dissemination of awareness campaigns; Diversified training activities for skills development; ON.ME corporate portal. Customers: Customer satisfaction surveys. Suppliers: Promotion of supplier training sessions; Satisfaction surveys and partnerships. Public Entities: Dissemination of the Report and Accounts; Satisfaction surveys and protocols. Universities: Several protocols with universities; Partnerships for the development of specific studies and projects. Media: Participation in events, construction trade-fairs, seminars; Drafting articles and news pieces for magazines and newspapers. Associations: Participation in working groups and other initiatives.

306 304 CONSOLIDATED REPORT AND ACCOUNTS INTRODUCTION Social responsibility The Mota-Engil Group initiated the implementation of a sustainability and social responsibility strategy in 2006, which culminated in 2007 with the publication of its first Sustainability Report. Within the Mota-Engil Group, sustainability is materialised through the implementation of a set of Strategic Objectives, which seek to embody and provide a practical response to the sustainability strategy of the Mota-Engil Group. At the same time, regarding the dissemination of social and environmental performance, the sustainability strategy also includes the regular publication of the Group s Sustainability Report. 3.2 STRATEGIC OBJECTIVES 1. CREATION OF VALUE Creating value from the perspective of the shareholder and of the society in general; Developing a preventive and prospective approach to the risks resulting from the economic, social and environmental impacts of the business, integrating them into the overall management model; Developing a culture based on quality, accuracy, and customer focus; Increasing productivity and process efficiency, in order to achieve high levels of operational performance in accordance with the best international and market practices. 2. ECO-EFFICIENCY AND INNOVATION Doing more with less, by reducing resource consumption, and increasing efficiency in resource usage; Constantly searching for improvements at environmental level, which at the same time will boost economic benefits; Strongly promoting innovation as a critical factor to increase competitiveness, fostering growth, diversification, and the creation of new business opportunities. 3. ENVIRONMENTAL PROTECTION Minimising the environmental impact of the Group s activities, integrating the environmental perspective into management processes and systems; Promoting and participating in initiatives to raise awareness and preserve environmental values.

307 SUSTAINABILITY REPORT BUSINESS ETHICS Complying with ethical criteria through the promotion of the Group s values, culture and management model; Respecting people and their rights. 5. DIALOGUE WITH STAKEHOLDERS Upholding transparency and openness in the relationships with stakeholders; Regularly and systematically communicating with all stakeholders in order to gather and integrate their concerns; Objective and credible reporting of economic, social and environmental performance. 6. HUMAN CAPITAL MANAGEMENT Translating the human dimension and respect for people into the HR management strategy and policies; Valuing employment and career advancement by fostering the acquisition of skills through continuous training and life-long learning; Creating motivating and rewarding work conditions through remuneration and incentive policies which encourage excellence and merit; Ensuring the highest occupational health and safety standards; Adopting non-discriminatory recruitment and selection practices, which promote equal opportunities; Actively supporting the transition from school to working life, by promoting the acquisition of qualifications through training; Encouraging active ageing in order to achieve generational balance in human resources, as part of a responsible and socially sustainable employment policy. 7. SUPPORT OF SOCIAL DEVELOPMENT Supporting socially, educationally, culturally, and environmentally oriented initiatives promoted by the Group or in partnership with external entities; Contributing, through patronage initiatives, to the social and economic development of the communities where the Group operates.

308 306 CONSOLIDATED REPORT AND ACCOUNTS MANUEL ANTÓNIO DA MOTA FOUNDATION GENERAL BACKGROUND The Manuel António da Mota Foundation (FMAM) is an important instrument of the social responsibility policy of the Mota-Engil Group, as an organised and systematic expression of ethical and socially committed management, on behalf of an active and participatory corporate citizenship. Established by the Mota-Engil Group and the Mota family, its reference shareholder, the Foundation, while bearing in mind its business matrix, seeks to fulfil a strategic vision for long-term value generation, based on the encompassing principles of sustainable development realised through a coherent and structured social responsibility policy, for which the Foundation is the preferred conduit. The Foundation, based in the city of Porto, is dedicated to promoting, developing and supporting initiatives of a social nature in the fields of charity and social solidarity; and of a cultural nature in the fields of education, health, environment, organisation and support of artistic activities, developing its initiatives throughout the entire national territory, and in the countries where the Mota-Engil Group operates. Furthermore, every year the Foundation holds the Manuel António da Mota Award. The Foundation possesses the appropriate material and financial resources to ensure its full future sustainability for compliance with its statutory purposes. Moreover, it is managed by a Board of Directors and an Executive Committee, further including in its statutory bodies the Board of Trustees, the Supervisory Board, and the Advisory Board. MISSION The mission of the Manuel António da Mota Foundation is to contribute to the integrated development of the communities where the Mota-Engil Group operates, in Portugal and abroad, particularly in the social, cultural, educational, training and environmental arenas. VISION The Manuel António da Mota Foundation aspires to be a reference entity among its national and international counterparts, honouring the inspiring memory of Manuel António da Mota, as well as the spirit of its founders, of the collective persons of the Mota-Engil business world, and of the Mota family, while decisively contributing towards strengthening and consolidating the social responsibility strategy of the Mota-Engil Group. VALUES In compliance with its statutory purposes, strategy, objectives, activities, policies and management systems, the Manuel António da Mota Foundation is governed by the preservation and upholding of the following values: Legality Strict compliance with the law in all management decisions and acts, and respect for the rights and guarantees of the individual and legal entities with which it interacts.

309 SUSTAINABILITY REPORT 307 Impartiality Fair and non-discriminatory treatment of all cases concerning requests for support or financing originating in external entities, taking into account the statutory purposes, objectives, and activity plans. Transparency Respect for ethical principles in all its management practices and systems, and transparency in terms of the procedures that are susceptible of affecting the rights or interests of third parties. Commitment and accountability Adoption of a culture of commitment and accountability towards compliance with its statutory purposes, in the pursuit of the objectives set forth and other aspects pertaining to its activities. Accuracy and efficiency Accuracy and efficiency in the management of all human, financial and material resources allocated to the activity, and adoption of practices that promote quality and continuous improvement of the management methods and systems. Creativity and innovation Promotion of an environment conducive to creativity and innovation in the design and implementation of internal initiatives, and to those of external nature. Sustainability Incorporation of social and environmental sustainability principles and practices into management systems, decision-making processes, and into the analysis and support of third party initiatives. FMAM STRATEGIC OBJECTIVES In compliance with its statutory purposes, the Foundation has chosen a set of strategic objectives, which define its areas of intervention, and which, as a whole, comprise the main guidelines of its activity. 1. Social development Contributing to the social development of the national and international communities where it operates, in the following areas: Social solidarity; Social and family support for Mota-Engil Group employees; Volunteering; International solidarity.

310 308 CONSOLIDATED REPORT AND ACCOUNTS Manuel António da Mota Award Establishing the annual Manuel António da Mota Award to distinguish organisations and personalities which stand out in the various areas of activity of the Foundation. 3. Education and training Supporting education, training and qualification of young people and adults, particularly among the most underprivileged groups, thus boosting human potential, promoting social and professional integration, and encouraging merit and educational success through: The Manuel António da Mota Vocational Training Centre; Protocols and partnerships for education. 4. Culture Promoting culture, and the value and enjoyment of cultural assets in visual arts, performing arts, music, humanities, science, and technology through the following: Cultural programming; Supporting cultural agents. ACTIVITIES DEVELOPED BY THE FOUNDATION IN 2015 In 2015, the main activities conducted and the projects developed by the Foundation, in line with its Strategic Objectives, were as follows. 1. SOCIAL DEVELOPMENT 1.1 Social Solidarity Within the scope of this strategic objective, and aimed at contributing to the social development of the communities where Mota-Engil operates, the Foundation granted financial support to 38 social solidarity institutions, which develop their activities in areas such as Disabilities, Children and Youngsters, the Elderly, Housing, Sports, Social Innovation, Health, Community, and International Solidarity. Besides the granting of this financial aid, the Foundation undertook several projects/ programmes, individually or in partnership with public and private entities, namely: DISABILITIES Integrated Mobility Programme Within the scope of this protocol, between the Manuel António da Mota Foundation, the Montepio Foundation and the company Mobilidade Positiva, which specialises in the design and study of solutions for people with disability and limited mobility, several cases of citizens with permanent or temporary disability, and facing economic hardship were identified and supported.

311 SUSTAINABILITY REPORT 309 Through this protocol, the entities involved aimed at providing a response to the support requests regularly submitted by such citizens, thus helping to fully or partially fund the acquisition of technical assistance/support products, including housing intervention for the beneficiaries, to ensure the necessary mobility conditions. HOUSING Habitat for Humanity International The humanitarian association Habitat for Humanity Portugal, founded in May 1996 as a branch of Habitat for Humanity International with headquarters in the EUA, is an NGO based on the fundamental principle of joining forces and promoting initiatives pertaining to social solidarity, which aim especially at ending housing degradation and supporting underprivileged families in obtaining proper and suitable housing, through their construction or recovery. The Foundation, through a protocol signed with this institution, seeks to take part in its work, in order to enable the construction or rehabilitation of housing for underprivileged families, especially in the municipality of Amarante, a territory to which Mota-Engil is connected by strong symbolic and institutional ties. The commitment of the Foundation through this protocol includes primarily an annual grant intended to support the structural cost of the institution in the municipality of Amarante, and also the financing, in some cases, of the cost of house reconstruction. Furthermore, the Mota-Engil Group has mobilised volunteers to take part in the reconstruction work, and supplied building materials. Within the scope of this protocol, in 2015, the Foundation contributed to the reconstruction of three more houses - which did not present the minimum conditions in terms of comfort, safety and health - for underprivileged families in the municipality of Amarante, amounting to a total of fourteen houses rebuilt since the beginning of this protocol. Oeiras sem Barreiras The Foundation and the municipality of Oeiras signed, in November 2012, a collaboration protocol to enable the retrofitting of low income family homes for people with limited mobility. In accordance with the protocol, the municipality of Oeiras shall define every year an intervention plan aimed at eliminating the architectonic barriers of the homes in question, while the Foundation will fund said works through the budget annually allocated for the purpose. In 2015, two interventions were conducted, equipping the homes of two families of Oeiras with the mobility conditions necessary to ensure well-being and quality of life. The municipality of Oeiras and the Foundation thus seek to guarantee the participation, social integration and full exercise of the citizenship rights enshrined in the Constitution and the law of people with special needs. Porto Amigo Having in mind the promotion of urban social cohesion and proper housing conditions for the elderly, the Manuel António da Mota Foundation and the Porto Social Foundation, of the municipality of Porto, signed a protocol called Porto Amigo (Friendly Porto), establishing a collaboration to conduct retrofitting works for the elderly who depend on the Municipality, live in poverty and reside in owner-occupied or rented housing.

312 310 CONSOLIDATED REPORT AND ACCOUNTS Habitat for Humanity International 3. Oeiras sem Barreiras 4. Porto Amigo 5. Bolsas de Estudo 04 In 2012, the area of intervention of this project was extended, through the inclusion of the Porto Social Action Group (G.A.S. Porto) in this partnership. G.A.S. Porto has conducted, through volunteering initiatives, on-going monitoring of the project beneficiaries, providing them with psychosocial support, which complements the housing intervention. Within the scope of this protocol, 25 senior homes where object of intervention by the end of 2015, having contributed to the improvement of their living conditions and to restoring dignity to their dwellings. HEALTH Protocol Manuel António da Mota Foundation / Portuguese League Against Cancer - Northern Regional Unit / Portuguese Institute of Oncology of Porto The protocol signed in 2011, between the Foundation, the Portuguese Institute of Oncology of Porto (IPO), and the Northern Regional Unit of the Portuguese League Against Cancer (LPCC-NRN), set up a social support service for oncology patients hospitalised in the palliative care unit and for their families. By remaining in force in 2015, this protocol allows the palliative care unit of the Portuguese Institute of Oncology of Porto (IPO), which provides care to more than a thousand patients per year, to continue to rely on a financial grant from the Foundation, providing diversified support to patients and families who face serious economic, financial and/or psychosocial hardship, susceptible of harming their well-being and quality of life, jeopardising the efficacy of the clinical care provided, or contributing directly or indirectly to their isolation and social exclusion.

313 SUSTAINABILITY REPORT 311 Protocol Manuel António da Mota Foundation / Portuguese League Against Cancer - Centre Regional Unit / Portuguese Institute of Oncology of Coimbra / Hospital and University Centre of Coimbra In line with the protocol signed with the Portuguese League Against Cancer - Northern Regional Unit (LPCC-NRN) and the Portuguese Institute of Oncology of Porto (IPO), in October 2015, the Foundation signed a protocol with the Portuguese Institute of Oncology of Coimbra (IPOCFG), the Portuguese League Against Cancer - Centre Regional Unit (LPCC-NRC), and the Hospital and University Centre of Coimbra (CHUC). This protocol aims at creating social support lines for oncology patients, namely those facing socioeconomic and psychosocial hardship, susceptible of harming their well-being and quality of life, jeopardising the efficacy of the clinical care provided, or contributing directly or indirectly to their isolation and social exclusion. The support, defined by the protocol, shall be provided to patients in coordination with the IPOCFG and CHUC, responsible for identifying patients facing socioeconomic hardship. Mundo a Sorrir - Associação de Médicos Dentistas Solidários Portugueses The Mundo a Sorrir Associação de Médicos Dentistas Solidários Portugueses (Smiling World - Association of Solidary Portuguese Dentists) is a pioneer non-profit organisation in oral healthcare, having as main objective the promotion of the right to oral healthcare in Portugal and the world. Given that the development of partnership activities in oral healthcare will contribute to solving health and social integration issues within the Portuguese population, the Foundation established a protocol with the Smiling World association, in order to strengthen the access to healthcare on part of underprivileged people. The protocol was developed precisely within the scope of the objectives of the National Oral Health Plan, through its project, Oral Health Support Centre (CASO), which aims at providing the most underprivileged people in the Porto district with oral healthcare, through the collaboration with a vast network of volunteer medical dentists. Under this protocol, the trainees of the Manuel António da Mota Vocational Training Centre can also take advantage of free healthcare consultations. The Foundation has renewed its support to this institution every year, which has already expanded its project to the city of Braga. SOCIAL INNOVATION ESLIDER Pontes para o Futuro The Social Innovation Centre (CIS Porto) launched the competition Pontes para o Futuro (Bridges to the Future). It is an initiative of the Municipality of Porto, through the Porto Social Foundation, in partnership with ESLider - Portugal, an organisation which aims at actively contributing to the recognition of the third sector, by promoting its transparency, professionalism and modernisation. Pontes para o Futuro seeks to mobilise citizens to solve specific problems identified by third sector organisations, bringing together social entrepreneurs and social economy institutions to find solutions that ensure the efficiency and sustainability of the work of the latter. The Foundation has supported this initiative by funding and collaborating in the selection and evaluation of the best projects.

314 312 CONSOLIDATED REPORT AND ACCOUNTS Social and family support for Mota-Engil Group employees Scholarships The Scholarship Programme was first set up in the academic year of within Mota-Engil, and subsequently its management was transferred to the Foundation in The scholarships, amounting to 3,000 euros per year per beneficiary, are awarded to higher education students, children of employees of the Group with less economic resources, and students who have good academic performance. To date, over two hundred students have received financial aid. This programme aims at promoting an equal opportunities policy, which contributes to higher standards of youth qualification and encourages their academic performance. Furthermore, in 2015, the Foundation continued to support a young Mozambican student facing great economic hardship, granting her a scholarship to finance her attendance of studies in Portugal. Financial Advice The Financial Advice programme is a service provided by the Foundation to the employees of the Mota-Engil Group, in collaboration with a company specialised in matters of personal and household indebtedness. This programme aims at providing support for over-indebtedness or risk of financial unbalance, through financial assessment or support of financial recovery. The service provided includes two different modalities: financial diagnosis, with analysis of the household budget, evaluation of the financial profile, and setting up a recovery plan for monthly responsibilities and expenses; and financial and social recovery, comprising financial rehabilitation aimed at a responsible use of credit, drawing up a payment and renegotiation plan regarding creditors, including the State, as well as the balanced management of the family budget. This service, provided by the Foundation, is completely free of charge for employees and for both modalities mentioned, whatever their degree of complexity and length. However, it does not include legal representation. In 2015, a number of Group employees resorted to the Foundation s support in this area, and were thus able to reorganise their financial situation. Social Support Fund The Foundation established a Social Support Fund, which is a permanent instrument for the economic support of the Group s employees and members of the respective household. The Fund is specially intended for aiding employees with personal or family contingencies, which may result in an unexpected income hardship or increased expenses, susceptible of jeopardising the economic security and stability of the employee and respective family. These contingencies include accidents or diseases resulting in total or partial inability to work, temporarily or permanently, death of the employee, spouse illness, disability of any member of the household, among other situations covered by the object of the Fund. The financial support granted by the Fund may be of an occasional or continuous nature, depending on the characteristics of the event giving rise to the application, intended for

315 SUSTAINABILITY REPORT employees of the Mota-Engil Group with over 5 years of service. The management of the Fund is subject to specific regulations, based on an annually allocated budget. In 2015, the Fund once again helped several employees, which well demonstrates the importance and the purposes for which it was created. 6. Financial Advice 7. Social Support Fund 8. Habitat for Humanity International 9. Porto de Futuro 1.3 Volunteering Every year, the Foundation promotes several volunteering initiatives, the following comprise the ones in which the Group s employees were more engaged: Habitat for Humanity International Within the scope of the protocol established with Habitat for Humanity Portugal (aforementioned), the Foundation, as in previous years, launched a challenge to engage Mota-Engil employees in this project. In 2015, this project once again relied on the participation of volunteers from the Mota-Engil Group. At the end, all those involved expressed great satisfaction for having participated in a volunteer activity so humanly enriching and rewarding, and reiterated their willingness to participate in new initiatives. Porto de Futuro Within the scope of the project Porto de Futuro (Future Porto), and the development of the partnership with the Vertical Group of Manoel de Oliveira Schools (Porto), in the school year of , three volunteers from the Mota-Engil Group expressed their willingness to implement the Junior Achievement Portugal programmes. 1.4 International Projects MOZAMBIQUE Health4MOZ - Health for Mozambican Children and Families The Health4MOZ is a private non-profit organisation, created by a group of professionals, particularly physicians and medicine professors, in response to a call to arms for social and civic responsibility and for solidarity towards others.

316 314 CONSOLIDATED REPORT AND ACCOUNTS 2015 Its key partners are the Faculty of Medicine of the University of Porto, and the University of Lúrio (UNILÚRIO) in Nampula, Mozambique. The motto of the Health4MOZ is teaching and training in medicine and in all paramedical areas, in order to convey knowledge in a consistent manner, a testimony to the lasting improvement of healthcare of excellence, and, consequently, of the cross-generation improvement of the health of populations. For this purpose, it relies on physicians specialised in different areas, as well as nurses who, in a completely voluntary basis, develop their work in Mozambique. The Foundation, aware of the importance of the institution s mission, and within the scope of the progressive expansion of its intervention in Mozambique and in other countries where Mota-Engil has a significant presence, has supported Health4MOZ s activities in this African nation. MOVE Associação de microcrédito e empreendedorismo The Foundation has supported the Católica - MOVE project, associating itself to microcredit and entrepreneurship projects in Mozambique, promoted by the Portuguese Catholic University. The support allocated to MOVE (Association of Microcredit and Entrepreneurship) is intended to finance project activities, which involve the award of a set of prizes to the best entrepreneurs supported by MOVE in Mozambique, and the support of mentoring and empowering initiatives for Mozambican microentrepreneurs, led by young Portuguese university students. Step for Care Step for Care is a non-profit organisation which aims at promoting and protecting the interests and rights of children hospitalised in the Central Hospital of Maputo, in other African nations, and also in Portugal. The institution was born out of the will of a group of people connected by a common objective and ideal. Step for Care intends to support the creation and modernisation of the paediatric ward of the Central Hospital of Maputo. In the same hospital, it also intends to support the leisure centre to be created, seeking to provide hospitalised children with some school follow-up, a space where they can have access to toys and games, and also seeking to enable interaction and sharing activities between patients and their relatives during visits. The Foundation provided the association with financial support for the pursuit of its activities, in solidarity with the effort undertaken for the sake of Mozambican children.

317 SUSTAINABILITY REPORT MANUEL ANTÓNIO DA MOTA AWARD The annual Manuel António da Mota Award is a statutory requirement of the Foundation. The Award intends to honour and pay tribute to the memory of Mota-Engil s founder, by distinguishing, every year, the organisations and personalities which stand out in the various areas of activity of the Foundation. In its 1st edition in 2010, the Award was directed at private institutions of social solidarity, which developed remarkable work in the fight against poverty and social exclusion during the European Year for Combating Poverty and Social Exclusion. The winner of the award was the Social-Therapeutic Association of Almeida (ASTA), an institution that develops remarkable work for the social, human and economic integration of disabled citizens in the municipality of Almeida, by providing them with proper living conditions in a context very close to family environment. In the European Year of Volunteering, celebrated in 2011, the 2nd edition of the Manuel António da Mota Award aimed at rewarding Portuguese organisations which promote volunteering activities in the country. The prize was awarded to the Trás-os-Montes Association of Parents and Friends of Children with Special Educational Needs (Leque), an association based in Alfândega da Fé and which manages a Support and Animation Centre for Disabled People. The European Year of Active Ageing and Solidarity between Generations served as the motto for the 3rd edition of the Manuel António da Mota Award, held in The winner of the Award was Alzheimer Portugal, for its work at the service of the social integration and the improvement of the quality of life of individuals with dementia and their carers, asserting itself as the only organisation in Portugal specifically dedicated to this cause. The European Year of Citizens was the inspiring theme for the 4th edition of the Manuel António da Mota Award, in 2013, an edition with the joined efforts of the European Year of Citizens in fostering the debate on European citizenship, and in informing people on their rights as European citizens. The winner was the Mata do Buçaco Foundation, which was chosen by the jury of the Manuel António da Mota Award for the projects developed within the scope of the integrated and co-responsible re-socialisation of inmates, under a protocol signed with the General-Directorate of Rehabilitation and Prison Services, which provides for the social and professional integration of inmate citizens from the prison of Coimbra. In 2014, in its 5th edition, the Manuel António da Mota Award, while joining the commemoration of 20th anniversary of the International Year of the Family, decided to distinguish the institutions which seek to enhance the valuing, protection, and support of family in several areas. The winner of the 5th edition was the Movement for the Protection of Life (MDV), for its project Family, developed within the scope of the follow-up of families with at-risk children and youngsters. In 2015, the 6th edition of the Manuel António da Mota Award aimed at praising the efforts of organisations that stand out as a result of the innovative nature of the projects which target the social problems of the country, mainly in the areas of education, employment, fight against poverty, and social exclusion. The competition included 225 projects submitted, with applications from non-profit organisations, namely private institutions of social solidarity, foundations, associations, non-governmental organisations, and public entities such as local municipalities. The selection process followed a set of social, technical, institutional and economic criteria stipulated by the Award s regulations, and applied to the analysis of the application form. Subsequently, the jury visited the 10 finalist institutions, which allowed the on-site appraisal of the activities developed and the determination of the winning application.

318 316 CONSOLIDATED REPORT AND ACCOUNTS Manuel António da Mota Award 11. Manuel António da Mota Award 12. Manuel António da Mota Vocational Training Centre 13. Manuel António da Mota Vocational Training Centre The selection Jury consisted of members of the Foundation s Board of Directors and of renowned personalities, such as the National Coordinator of the European Year of Active Ageing and Solidarity between Generations, the Chairman of the National Confederation of Solidarity Institutions (CNIS), the Chairman of the Board of Trustees of the Manuel António da Mota Foundation, and the Chairman of the Board of the Institute for Child Support (IAC). In a communication partnership, established between the Foundation and TSF Radio News, for the sixth consecutive year, the programme Portugal Inovador Social (Portugal Social Innovator) brought to the radio the stories of the institutions which stood out as a result of the innovative nature of the projects which target the social problems of the country in several areas, besides a set of news reports on each of the finalist institutions. On 13th December, during the conference Portugal Inovador Social (Portugal Social Innovator), took place the announcement of the winner of the Manuel António da Mota Award, having former President of the Republic, Ramalho Eanes, presented the award. The ADFP Foundation (Support, Development and Vocational Training) was chosen by the Jury of the Manuel António da Mota Award for its project Mentes Brilhantes (Brilliant Minds), which aims at arousing the joy of learning and knowledge in underprivileged students, increasing their scientific culture in order to boost their talent through leisure-pedagogical activities, while complementing the role of schools in less explored subject matters. The ADFP Foundation, a private institution of social solidarity based in Miranda do Corvo, supports a vast number of people in areas such as childhood, disability, mental illness, ageing, health, and vocational training, while also providing relevant cultural and sports activities, besides the Biological Park of Serra da Lousã. The Foundation revels in the public prestige and notoriety that the Manuel António da Mota Award has achieved throughout its six editions.

319 SUSTAINABILITY REPORT EDUCATION AND TRAINING The Manuel António da Mota Vocational Training Centre In 2015, the training activities of the Centre were developed in accordance with the qualification areas defined in the certification obtained from the General-Directorate of Employment and Labour Relations (DGERT), as well as in accordance with the protocol signed with the Institute of Employment and Vocational Training (IEFP), namely: Civil Construction and Civil Engineering, Electricity and Energy, Secretariat and Administrative Work, and Integration into the Organisation. The courses developed were fully included in the training modality of Apprenticeship, which aims at providing youngsters with an initial qualification. Regarding the financing of training in 2015, it is important to mention the regulations of the new Community Support Framework, which include the Apprenticeship modality at the level of the POPH Human Potential Operational Programme. This training modality it directed at youngsters over 18 and under 25 years of age, who have completed the 3rd cycle of basic education, enabling double certification, academic and vocational, and encouraging, at the same time, integration into the labour market and the continued pursuit of studies. Furthermore, in this training modality, the theoretical preparation involving the social, cultural, scientific, and technological components is complemented and alternates with practical training in real work context. Within the scope of offer diversification, the Training Centre, in permanent dialogue with schools, public entities and economic agents, is particularly aware of the need to vocationally guide youngsters according to the dynamics of the labour market, seeking to focus on high-employability sectors. As a complementary measure, in order to achieve greater educational success, the Manuel António da Mota Foundation continued providing all students of the Training Centre with free breakfast, while maintaining its social and economic support of many students and families through the Trainees Support Fund, as well as its healthcare policy, both in terms of general and family medicine, and in terms of dentistry, by offering free oral health consultations to trainees, within the scope of a protocol signed with the institution Mundo a Sorrir Associação de Médicos Dentistas Solidários Portugueses (Smiling World - Association of Solidary Portuguese Dentists). In 2015, the Training Centre held 8 training courses in two different areas, Electrical Installations Technician (4 courses) and Cooling and Air Conditioning Technician (4 courses), amounting to a total of 90,049 hours of training for 182 trainees. The scarcity of job prospects offered by classical secondary education, along with the adverse conditions of the current labour market, and the guidelines for educational policies which recommend an increase in vocational education, make this an educational modality which is more attractive for youngsters. Moreover, in the specific case of the Training Centre, the reputation and experience accrued throughout 18 years of operation, based on the quality of the trainers, of the material and pedagogical resources available, and of the social support provided to students facing economic and family hardship, works towards preventing school drop-out and fostering school attainment. Furthermore, in 2015, the Training Centre also launched its website, thus increasing its public visibility. This new information and communication platform offers several functionalities, namely, on-line enrolment in courses, and a back office which allows information sharing between trainees and trainers, besides access to didactic resources, evaluation, among other tools.

320 318 CONSOLIDATED REPORT AND ACCOUNTS 2015 Consequently, the Training Centre remains focused on its essential mission: maintaining and enhancing its attractiveness to youngsters; providing quality training in high-employability sectors; and helping youngsters access the labour market, thus, achieving a highly relevant goal and serving the purpose of increasing youth qualifications as an essential conduit for their full social inclusion. In 2015, besides providing several education-oriented institutions with financial support, the Foundation maintained the already established protocols, and undertook new partnerships. Arco Maior Children and youngsters in situations of school absenteeism and drop-out are one of the main concerns of the entities which deal with this phenomenon, which is not strictly related with scool problems, but rather reflects complex social realities which require more elaborate social responses. It was within this context that the project Arco Maior (Major Arch) emerged, aimed at integrating youngsters undergoing school drop-out, by promoting education and certification, and the school and social integration of youngsters who do not find an answer in the existent educational and training offers available. Arco Maior, promoted by the Catholic University of Porto and the Charity of Porto (SCMP), in partnership with the Ministry of Education, the Institute of Employment and Vocational Training (IEFP), and several other partners, intends to assert itself as a dynamic social and educational transition from possible exclusion and marginalisation to citizenship and social inclusion. The Foundation, aware of the social and educational relevance of this project, and in line with its concerns in this area, started lending its efforts in the beginning of the school year of , and, since then, it has provided financial support for the activities conducted in two sites in the city of Porto, in facilities arranged by the Santa Casa da Misericórdia do Porto (SCMP). Associação para a Educação de Segunda Oportunidade The Associação para a Educação de Segunda Oportunidade - AE2O (Association for Second Chance Education) is a non-profit organisation, based in the municipality of Matosinhos, whose main objective is the promotion of second chance education, working mostly with underprivileged youngsters with low educational and professional qualifications, and at-risk of social exclusion. This school, a pioneer in Portugal, is the only Portuguese entity which has joined the European network of Second Chance Schools. The Second Chance School of Matosinhos is a social and educational answer for youngsters who have left school without obtaining the minimum qualifications necessary to gain access to a job or new studies, and, in most cases, without having the basic social skills essential for adequate social and occupational integration. Given the social importance and the pioneering nature of this project, the Foundation continued to regularly support the institution s activities. Scholarship - Protocol Manuel António da Mota Foundation / Faculty of Social and Human Sciences of the New University of Lisbon In 2015, the Manuel António da Mota Foundation signed a protocol with the Faculty of Social and Human Sciences of the New University of Lisbon (FCSH-UNL). Within the scope of this protocol, the Foundation undertakes to support the Faculty of Social and Human Sciences of the New University of Lisbon with an amount corresponding to 10 scholarships for 1st cycle

321 SUSTAINABILITY REPORT 319 degree students who, due to duly proven financial constraints, are unable to pursue their studies. The 10 scholarships are intended for the payment of the tuition pertaining to the academic year of Cantinho do Estudo In October 2014, the Foundation signed a protocol called Cantinho do Estudo (Study Corner) with the Municipality of Vila Nova de Gaia, Gaiurb - Urbanismo e Habitação, EM, the Parish of Canidelo, and the Group of D. Pedro I Schools, directed at promoting social equality and school attainment, preventing school drop-out, and creating the conditions necessary to implement an equal opportunities policy for everyone. Cantinho do Estudo, with an initial duration of four years and an annual budget of 30,000 euros equally divided between the Foundation, the Municipality of Gaia, and the Parish of Canidelo, aims at undertaking the works necessary to create or improve the study conditions of children and students from low income families who attend pre-school, basic or secondary school institutions, by intervening in the homes of the beneficiaries of this programme. In 2015, 7 interventions were concluded within the scope of this programme, thus improving the learning and study conditions of the homes of families with school-age children in the parish of Canidelo. Centro Cultural de Amarante The Centro Cultural de Amarante - Maria Amelia Laranjeira (Cultural Centre of Amarante) is a cultural and recreational association founded in 1981, and declared as a legal person of public interest. It develops mostly music and dance related activities, besides being a reference in specialised artistic education. Its project Dance/Integration seeks to, through dance education, foster the inclusion of children and youngsters at-risk of exclusion and with high levels of school drop-out and failure, by promoting values such as discipline, persistence and team-work. The Foundation recognises the relevance of such work in social and educational terms and believes it to be a preferred conduit for social inclusion, reason why it has supported, as main sponsor, this project since its inception. Jovens Empreendedores Construir o Futuro In 2015, the Business Association of Amarante (AEA) promoted the 4th edition of the initiative Jovens Empreendedores - Construir o Futuro (Young Entrepreneurs - Building the Future), which was directed at the school community of the Municipality of Amarante. This project aims at fostering the entrepreneurial potential of the students, teachers and general population of the municipality of Amarante, triggering a change in attitudes, the direct contact with entrepreneurial notions, and the development of new social and personal skills. It also intends to disseminate entrepreneurship and best entrepreneurial practices among the young students attending the 10th, 11th and 12th grade in the schools in question. The project relies on the support of several entities: the AEA; the Foundation, as main sponsor which renewed its support for this 4th edition; all the secondary schools of the municipality of Amarante - namely, Escola Secundária de Amarante, Colégio de São Gonçalo, Escola Profissional António do Lago Cerqueira and Externato de Vila Meã; and the Vocational Training Centre of the Metalworking and Metal-Mechanics Industry (CENFIM), through its Amarante unit.

322 320 CONSOLIDATED REPORT AND ACCOUNTS O Património - Dar um futuro ao passado 15. O Património - Dar um futuro ao passado 16. Cantinho do Estudo 17. Centro Cultural de Amarante O Património - Dar um futuro ao passado O Património - Dar um futuro ao passado (Heritage - Giving a future to the past) is the name of the cultural and pedagogical project which resulted from the protocol signed, in 2015, between the Manuel António da Mota Foundation and Santillana, which has been publishing textbooks, as well as other didactic and pedagogical resources in the Portuguese market for over 25 years. The Foundation and Santillana joined forces to develop a project which promotes heritage education, in order to ensure the preservation of an asset widely recognised as essential for society: its heritage. This project aims at promoting the education, dissemination and valuing of Portuguese cultural heritage among school communities, thus being directed at students, teachers and parents. Consequently, the project is comprised of several elements to be disseminated in schools throughout the country: a travelling exhibition consisting of a set of panels with graphic and appealing representations of the different types of heritage; a Pedagogical Exploration Guide for teachers; Pedagogical Itineraries proposing visits to institutions or sites offering the different types of heritage; and Didactic Units consisting of digital didactic material with proposals for pedagogical exploration. The project started in May 2015 with the Pedagogical Itineraries, and the remaining stages are scheduled to start in the beginning of the school year of Música para todos The Porto Social Foundation was created in 1995 by the municipality of Porto, in order to embody social projects in the municipality, and having as mission the promotion of social inclusion and cohesion in the city of Porto. Since 2010, the Porto Social Foundation has

323 SUSTAINABILITY REPORT 321 promoted the project Música para Todos (Music for Everyone), in parternship with the music school Curso de Música Silva Monteiro, this initiative, of coordinated music education, is directed at basic education students from the Group of Schools of Cerco do Porto and Viso, and involves 150 children and youngsters. The project aims at providing children and youngsters, with scarce financial resources, facilitated access to music education, enabling their participation in a common and continued project, which contributes to their personal growth as citizens and their integration in society, while also helping increase their self-esteem and motivation, promoting school attainment and fighting school drop-out. The success achieved has already allowed the creation of the Junior Orchestra of Bonjóia, with an increasing number of participants. The Foundation has kept on supporting this project. Porto de Futuro In April 2007, Mota-Engil, along with other reference companies from the metropolitan area of Porto, signed a protocol supporting the project Porto de Futuro (Future Porto), which also included as signatories the Municipality of Porto, the North Regional Directorate of Education, and the Vertical Group of Manoel de Oliveira Schools, a partner of Mota-Engil s. The partnership intended to combine efforts and interests common to the educational system and the business community, by having schools adopt the best practices in terms of business management models. In 2013, by way of the extinction of all Regional Directorates of Education, the protocol was revised in order to include the Directorate-General of Schools representing the Ministry of Education, with the Municipality of Porto, the Vertical Group of Manoel de Oliveira Schools, and the Foundation as the remaining signatories. Within the scope of this project, in 2015, the following activities were conducted with the Vertical Group of Manoel de Oliveira Schools, in Porto: Programas da Aprender a Empreender Junior Achievement Portugal Aprender a Empreender - Junior Achievement Portugal is an organisation of education for entrepreneurship, with the mission to inspire and prepare youngsters from 6 to 25 years of age to succeed in a global economy world. The Aprender a Empreender (Learning to be an Entrepreneur) programmes are implemented in schools throughout the school year, by company volunteers with the support of teachers. The volunteer conveys to students his/her professional and personal experiences through his/ her own method. The objective is to the raise awareness of youngsters for the importance of Learning to be an Entrepreneur, an enriching attitude to continuously pursue throughout life, addressing issues such as citizenship, active awareness, financial literacy and professional development. As in previous years, in 2015, the Foundation contributed to the implementation of these programmes with the participation of two Mota-Engil volunteers. Braço-Direito Braço-Direito (Right-Hand Person) is an initiative where students shadow a professional for a day, in their workplace. Throughout this day, the professional shares experiences and

324 322 CONSOLIDATED REPORT AND ACCOUNTS 2015 knowledge with the student, allowing contact with and participation in the daily activities of that volunteer. This experience aims at providing youngsters with knowledge on the organisational structure, culture, and work ethics of a company, as well as on the several career options available, thus allowing them to discover the demands and opportunities pertaining to a specific professional field. Once again, the Foundation participated in this initiative, having some of its professionals been shadowed by youngsters. School Merit Awards Since the beginning of the partnership, awards have been granted to the best students, which are integrated into the Honour Roll of the Group of Schools. In 2015, as has been the custom, the awards were presented during the Christmas Party of the Group, where students were presented with a gift certificate alluding to the school performance of the previous year. 4. CULTURE In this area, besides the donations granted to support non-profit institutions with cultural activities, the Foundation was also involved in several projects. ARTES Cultural programme (4th Edition) The ARTES (ARTS) programme of the Manuel António da Mota Foundation was created in 2012 to reflect new forms of artistic production and promote access to visual arts, through an exhibition programme committed to its integration into and connection with the community. The programme aimed at presenting, for the first time in Portugal, internationally renowned artists, and also at promoting young Portuguese artists, affording them the opportunity to specifically create works for exhibition within the scope of ARTES. In 2015, the programme held, in a smaller version, the 4th and last edition, in line with the originally defined objectives, which have been fully achieved. Tuti Momo is the designation of the artistic project developed by artist Luísa Mota for the Rivoli Municipal Theatre, also presented at the Book Fair of Porto and other places in the city, between 19th September and 19th December The project included an interactive exhibition at the theatre, as well as performances, celebrations and parades throughout the city. The artist worked with a group of professional and amateur participants, which interpreted the characters. The feature moments were the Inaugural Parade and the Invisible Monument. CulturaViva Programme The CulturaViva (Live Culture) programme was created, in 2014, as a brand and reference to the cultural activities developed at the Foundation, particularly the Auditorium. The programme aims at attracting a diversified audience, particularly people less familiarised with the different forms of culture, thus promoting access to culture and cultural assets. It also serves two important objectives: integrating the Foundation as a reference entity and venue into Porto s cultural offer, through high quality and original programming, thus, complementing

325 SUSTAINABILITY REPORT ARTES Cultural programme (4 th Edition) 19. Aprender a Empreender Junior Achievement Portugal programme 20. CulturaViva Programme the already existent offer and providing young artists and performers with the opportunity to gain visibility and boost their artistic careers. In 2015, the programme Cultura Viva organised the 2nd edition of the Music Cycle with highly diversified programming from June to December: String Ensemble, Jazz Music, Saxophone Quartet, Clarinet Quartet, Guitar Quartet and Christmas Concert. The Senior Choir of the Manuel António da Mota Foundation The creation of the Senior Choir, in 2012, was a result of the spirit which presided over the European Year of Active Ageing and Solidarity between Generations. In 2013, 2014 and 2015, this project continued as an activity developed and supported by the Foundation. Music, besides being recreational, is a powerful sensory and cognitive stimulus, helping people from all generations remain active and participative, which is particularly relevant for the older generations. The Senior Choir is comprised of people who attend Senior Centres in Porto and relatives of Mota-Engil employees. The Choir invests in a dysfunctional repertoire, where rock, pop and Portuguese folk music is combined in an amalgamation of national reference songs. Successful corporate social responsibility - 2nd Edition The Manuel António da Mota Foundation has been a member of the GRACE Association (Group of Corporate Citizenship Reflection and Support) since 2013, actively collaborating in the pursuit of the association s objectives.

326 324 CONSOLIDATED REPORT AND ACCOUNTS 2015 In March 2015, the Foundation, in collaboration with GRACE, held, in the Bom Sucesso Market and the Foundation s Auditorium, the 2nd edition of the Successful Corporate Social Responsibility event. In the morning, a set of 20 Portuguese companies, using the stalls set up in the market, presented the general public with their social responsibility projects and marketing materials. While, in the afternoon, at the Foundation Auditorium, a round table presented examples of innovative social projects, followed by a debate entitled Social Innovation and the Role of Corporate Social Responsibility. 5. A FOUNDATION OPEN TO THE COMMUNITY The Foundation s headquarters is located in the Bom Sucesso Square, inside the retrofitted Bom Sucesso Market, in Porto, since June The space consists of a work area which houses administrative and management services, a large multi-purpose exhibition area, a front desk, and an auditorium with 136 seats, fully equipped with cutting-edge sound and image technology. The Foundation s facilities are, thus, geared towards diversified usage, being able to host all types of expressions of music, visual performance arts and cultural activities, such as conferences, seminars, debates and others. The Foundation pursues a usage policy characterised by openness and a will to serve the community. Besides the activities developed to comply with its strategic objectives, the Foundation believes there are other ways to serve the community. Therefore, it regularly hosts in its facilities civil society and third sector organisations which, due to lack of material or financial resources, seek to organise their events there, be it meetings, work sessions, training courses or other activities, being able to do so with all privacy and comfort, and free of charge. 3.4 OTHER SOCIAL RESPONSIBILITY INITIATIVES IN EUROPE The Manuel António da Mota Foundation is the main conduit for the social responsibility policy of the Mota-Engil Group, nevertheless, some Group companies individually develop social and/or environmental initiatives with their stakeholders. Therefore, the following social responsibility initiatives were promoted by Mota-Engil companies within Europe.

327 SUSTAINABILITY REPORT Senior Choir of the Manuel António da Mota Foundation 22. A Foundation open to the community 23. Successful corporate social responsibility - 2nd Edition PORTUGAL Mota Engil Ambiente e Serviços Human capital development programme While pursuing a modernisation and consolidation strategy for its People Management practices, Mota-Engil Ambiente e Serviços (MEAS) developed, throughout 2015, a significant set of human capital development initiatives, which were recognised at internal and external level, and focused on the following goals: Guaranteeing the overall satisfaction of its employees Throughout 2015, MEAS implemented a communication plan with the direct involvement of Boards, Departments and Human Resources (HR) teams, in order to identify the human resources priorities which would boost the satisfaction of Employees. The communication plan covered all Mota-Engil Ambiente e Serviços companies - INDAQUA, SUMA, Tertir, Liscont, Sotagus, Sadoport, Socarpor, Sealine, TCL, Transitex, Takargo, Manvia, and Vibeiras - and consisted of a series of consecutive workshops, as well as the synchronised dissemination of Internal Satisfaction results, strengths, and improvement measures.

328 326 CONSOLIDATED REPORT AND ACCOUNTS 2015 Bringing HR closer to Business and People In order to ensure a coordinated Group strategy for all MEAS companies, action plans were developed, which included cross-cutting action for all businesses, as well as specifically adapted programmes for each business. Additionally, an ambitious training programme was implemented and promoted internally by MEAS Human Resources department. This programme aimed at raising the awareness and engaging the main stakeholders of the companies in the projects developed at the level of the Mota-Engil Group, having, thus, amounted to 3,059 training hours for over 940 employees. Investing in meritocracy and recognising talent In 2015, Mota-Engil Ambiente e Serviços developed a pioneering national project by implementing a cloud Talent Management System - SAP Success Factors. The notoriety, which resulted from the implementation of this solution, allowed MEAS to be included on the short-list of SAP Quality Awards wining companies. Boosting the Employer-of-choice brand MEAS submitted the applications of two companies - Transitex and Manvia - to the Work Excellence Award, having these companies been distinguished as national Excellence Organisations, an accolade that resulted from the appraisal of areas such as corporate dynamics, social environment, and best practices in process and people management. Developing a socially responsible attitude towards the dissemination of know-how and best practices Within the scope of the HR projects developed, and bearing in mind the need to ensure a responsible attitude in know-how and best practices dissemination, MEAS participated in different external speciality events and forums. In order to keep up with the current trends in terms of human capital management, MEAS developed a set of initiatives, namely, the 1st meeting involving over 20 HR supervisors from associate companies, which also included the participation of renowned experts in different matters. It also participated, for the third time, in the 24 Horas de Logística (24 Hours of Logistics), an initiative which involves a wide set of sector companies, and which aims at training and developing cross-cutting skills. Integrating new companies and guaranteeing the full integration of People into the Group s culture In 2015, EGF joined the universe of Mota-Engil companies and, in order to ensure the full integration of people into the Group s culture and values, Mota-Engil organised a welcoming and integration event which relied on the participation of the Group s upper management and EGF s management.

329 SUSTAINABILITY REPORT 327 MANVIA Parque Escolar contract takes centre stage at 9th APFM Conference Manvia was one of the guest speakers at the 9th APFM Conference (Portuguese Association of Facility Management) which took place on 11th and 12th November, at the Museum of Electricity in Lisbon. As a leading event on the issue, in Portugal, this edition focused on Facility Management: Focus on People and The role of Facility Management in Sustainability. Manvia in Parque Escolar took centre stage in the panel dedicated to Facility Management in Public Spaces. Manvia has been working on this project since 2008, with 8 schools awarded. It is responsible, since 2015, for providing conservation, maintenance, and exploitation support services to 45 schools of the Modernisation Programme of Secondary Education Schools. First OPEN DAYS of APSEI In November 2015, Manvia participated in the 1st edition of the Open Days, organised by the Portuguese Association of Safety (APSEI), dedicated to Occupational Health and Safety. This event addressed and debated pertinent safety-related topics, combining theoretical presentations with practical demonstrations. Manvia participated in the panel on Protection and Safety Equipment, having addressed the use of PPE (Personal Protective Equipment) in maintenance works. SUMA Environmental education and awareness initiatives SUMA, as an entity operating in the environment sector, annually develops a comprehensive social responsibility programme, promoting the individual and collective citizenship of its employees and of the surrounding community. Undertaking a policy of investing in the civic training of the population, especially the younger generation, this programme intervenes qualitatively in the dissemination of specific knowledge pertaining to the prevention of waste production (reducing at the source, recycling the valuable component, and reusing for the same or different purpose), to self-assessment (respect for public spaces and equipment), and to mutual-inspection between peers (being accountable for the behaviour of others), as well as other cross-cutting related topics. The commitment to achieving national collective civic responsibility is associated to the promotion of the acquisition and maintenance of individual and social urbanity skills, by adopting behaviour and routines regarding waste preparation and disposal, sorting at the source, and application of eco-consumption codes - topics intended to safeguard natural, financial and human resources. Contradicting company objectives as private operator, notwithstanding interest in greater turnover resulting from the tons of waste collected, awareness campaigns aim at getting citizens to produce less waste, either by recycling (collection system which under most contracts is not conducted by SUMA) or by reducing its production at the source, boosting the perception of the individual advantages of these procedures.

330 328 CONSOLIDATED REPORT AND ACCOUNTS 2015 SUMAkids The virtual platform SUMAkids, launched in the second quarter of the year, is another tool to bring SUMA closer to Municipalities, its preferred partners, allowing direct and indirect customers, and the public in general, to explore the individual financial and operational advantages of adopting pro-urban behaviour, by exploring this on-line children s space. As a result of this sharing, not only SUMA s institutional website features SUMAkids, but also the websites of partner Municipalities. By the end of 2015, this platform was active on 8 municipal websites - Aveiro, Celorico de Basto, Esposende, Figueira da Foz, Ílhavo, Vila do Bispo, Vila Nova de Gaia, and Trancoso - without added cost (company s social responsibility option), as well as on SUMA s website; 2016 brings prospects of inclusion in other customer websites, as well as the creation of more specific content. ECOKIOSKO In the first quarter of the year, another project was launched, ECOKIOSKO, with two modalities: large version and compact version called ECOKIOSKO Jr. These structures, named after the first kiosks in the Portuguese capital (Kiosko), were used for indoor environmental initiatives, addressing issues such as sustainable consumption, urban cleaning, recovery and reuse of materials, waste preparation, civic participation, and primary and road promotion, in free access structures without need for technical supervision. ECOKIOSKO, in its larger version, is a collapsible kiosk with a bandstand area serving as auditorium (for TV viewing of informative and animation videos, creative workshops and others), and with a sensory exploration area with 5 rotation, correspondence and geometrical games. This itinerant project was present in several highly frequented commercial spaces in the municipalities of Aveiro, Coimbra, Maia, Porto, Oeiras and Ovar, offering a free space to understand and practise environmental routines. Given the success achieved by this large kiosk unit, a smaller portable version was created to satisfy other strategic partnerships. Therefore, 10 ECOKIOSKO Jr. were designed, as a 3-panel folding screen, directed at other types of target audience: visitors of environmental interpretation centres, education units, ecoparks, youth houses, parent-children spaces; users of libraries, municipal markets, and municipal services; students of educational institutions; participants in commemorative events (Eco-Schools Award); consumers in commercial spaces; and employees of SUMA service centres. The educational kiosks were set up in the mainland throughout the municipalities of Batalha, Esposende, Ílhavo, Odivelas, Lisboa, Matosinhos, Porto, Vila Nova de Gaia, Vila Real, Santa Maria da Feira and Torres Vedras, and in the municipalities of the Island of S. Miguel, along itineraries which will continue in 2016, in these and other places. Educating for Citizenship, Building a Better Environment Verdusco This novel initiative to decorate mobile units resulted in a newly decorated support fleet for SUMA s Environmental Education and Awareness Technicians. The message conveyed highlights the savings achieved through recycling, reuse and sustainable consumption, as well as the application of urban cleaning maintenance rules, by using iconic and universal language. On top of these vehicles, the mascot created for this purpose - Verdusco (Greeny) - reminds people of the binomial Respecting/Imposing Respect, through the motto I do and make others do; I do not turn my back on neglect, sloppiness costs a lot of money, another diversified strategy to call attention to the environment.

331 SUSTAINABILITY REPORT Manual sweeping trolleys, taking advantage of the fact that they are visible during the day, also display images reflecting the correct routines for disposing of small garbage in public streets, removing dog excrements, using outdoor waste disposal equipment, and using cleaning equipment for public spaces, in a clear association between equipment and routines. Another initiative also aims at enhancing the awareness of citizens, usually more inaccessible, consisting of a study to include on non-differentiated collection equipment (content printed on the bin itself) awareness information about reducing production of waste at the source, the basic rules of waste preparation and disposal, public costs with urban collection and cleaning, as well as specific information on incorrect procedures. These dissemination projects on operational equipment are expected to gain more supporters throughout the next year. 24. ECOKIOSKO 25. Other campaigns Other Campaigns Through diversified strategies such as animated storytelling, role-playing, re-enactment, multimedia and sensory exploration, skill certification and interactive presentations, several initiatives were organised: over 57,000 qualitative contacts, around 60 campaigns, in 27 client municipalities, throughout over 4,000 hours of differentiated training and qualitative distribution of materials. Additionally, 127,000 subjects were contacted indirectly, through passive distribution, mailing, delivery of supports to public interest institutions, personalisation of bags for baked goods and/or chain redistribution through local partners or family networks. Around 50,000 of the 57,000 contacts were initiatives involving the school community of private or public pre-schools, basic and secondary education schools, from the ministry of education network. All these activities resulted in efficacy measures which represent the achievement of the objectives of SUMA s environmental education - educating for citizenship, building a better environment. Some of the results worth mentioning are: mode of 4, in a scale of 4 points, in a satisfaction survey pertaining to the campaign Willing to Tolerate, the respondents of the survey were teachers, more specifically, 172 teachers from Aveiro (with 3.99 points in the behavioural mobilisation parameter); an increase of over 29% in the amount of used cooking oil (UCO) collected with prior appointment, and an increase of 41% in the total amount of UCO collected, after a specific campaign on the disposal

332 330 CONSOLIDATED REPORT AND ACCOUNTS 2015 of this type of waste conducted in Condeixa-a-Nova, for the school community and the public in general; 15,000 goods recovered in a year and diverted from landfill, through the reuse and return of usable goods, within the scope of the REUTILÂNDIA (REUSELAND) project in Gaia (since the beginning of the project, more than 110,000 usable objects were sent to new owners); dissemination and publication of over 200 articles and news pieces on environmental education initiatives; award of very high quality indexes - Very satisfied customer - in the importance index parameters of campaign efficacy, ability to engage the target audience, campaign topics, and contribution to routine creation and maintenance, in the Customer Satisfaction Survey pertaining to SUMA s Environmental Education (the respondents were all of SUMA s customers, comprising the assessment of all the services provided by the company) POLAND For Mota-Engil Central Europe (MECE) social responsibility plays an important and strategic role. The main social responsibility initiatives of the company include the road safety campaign, occupational safety programmes, and FMAM scholarships, the two latter being initiatives which focus on employees and their families. FMAM Scholarship Programme In the school year of , the Communication and Public Relations Department of Mota-Engil Central Europe, with the support of the Manuel António da Mota Foundation, started a scholarship programme for the children of Mota-Engil Central Europe employees. Although education in Poland is free, each student must ensure his/her books, educational support, and other living expenses. The objective of the scholarship programme is to support those costs, stimulating the best and the most ambitious students to develop their talent and acquire knowledge. For Mota-Engil, investing in its employees and their families is the best way to guarantee sustainable development and growth for the company in the future. After the submission and evaluation of all applications, the Board of Directors of Mota-Engil Central Europe and the Manuel António da Mota Foundation granted 10 scholarships of 5,000 zloty each. Code of Ethics At the end of 2015, Mota-Engil Central Europe implemented a new Code of Ethics and new Vision/Mission/Values, in accordance with the Group s strategy, directed at employees, the community, stakeholders, and customers. Road Safety Campaign In 2015, Mota-Engil Central Europe continued its social campaign - road show for Road Safety. The programme is directed at youngsters between 15 and 24 years of age, mostly from communities neighbouring MECE construction sites. This programme included audiovisual effects, information, reflections, and statements from direct witnesses and victims of road accidents, from the region where the road show is held. It counted on the participation of hundreds of students from Tarnów, near Krakow.

333 SUSTAINABILITY REPORT 331 Campaigns under the Construction Safety Protocol In 2010, the two largest construction companies in Poland signed the Construction Safety Protocol aimed at ending accidents in Polish construction sites, by promoting a culture of safety and awareness of the dangers of working on a construction site, and thus, decreasing the risk of accidents. The Protocol signatories collaborate to create a variety of systemic solutions and organise joint initiatives, in order to raise awareness of the danger and change attitudes towards occupational safety. In October 2013, Mota-Engil Central Europe signed this Protocol. In 2015, within the scope of this Protocol, several awareness campaigns were implemented, namely: Meter of days without accidents In 2015, the 4th edition of the competition Meter of Days without Accidents was held. The campaign consisted of counting the days without accidents at each site, and writing them down on the board created specifically for that purpose. The idea behind the competition was to promote best practices in terms of the organisation of work stations during construction works, and to foster positive competition in an effort to create a safe construction site. The winners were awarded the title Safe Mota-Engil Site, and the awards were presented by MECE s CEO and honorary patron of the campaign, at the christmas party. The Górka Sobocka mine was also awarded a special prize for the remarkable promotion of a safety culture. Safety Week In May 2015, the 2nd edition of the Safety Week took place, an event promoting safety among employees, subcontractors and stakeholders, through educational and promotional initiatives planned and conducted individually by each signatory of the Construction Safety Protocol. Thanks to the commitment of developers, occupational health and safety experts, production employees, subcontractors, and suppliers, it was possible to organise several events (with the participation of around 1,100 people) in the different units of the signatories of the Protocol, namely: demonstrations on how to use work at height equipment, crane evacuation drill, demonstration on how to dress wounds in different parts of the body, first-aid training, and construction safety - meeting with the National Labour Inspection. First-aid training Learning to save lives, this was the objective of the employees who participated in the first first-aid training course, organised in 2015 at MECE construction sites, the Krakow office, and the asphalt plant in Brzezimierz. Under the vigilant supervision of the paramedics, the participants learnt to deal with life-threatening situations and conduct cardiopulmonary resuscitation. In practice, this knowledge was conveyed by simulating accidents with co-workers and dolls. The principles for dealing with heart attacks, strokes, epilepsy, and fainting were also addressed.

334 332 CONSOLIDATED REPORT AND ACCOUNTS 2015 GÓRKA SOBOCKA Quarry Environmental protection plays and important role in corporate policy. An example of advancement in this area is the quarry in Górka Sobocka. The quarry was equipped with electrostatic precipitators in the production lines at the aggregate conveyor belt processing and washing plant, in order to decrease particle emissions. 3.5 SOCIAL RESPONSIBILITY INITIATIVES IN LATIN AMERICA MEXICO ART AND CULTURE La poesía vista por el Arte Mota-Engil Mexico, as a result of its commitment to the promotion of harmonious cultural development, by fostering and disseminating national artistic production, as well as by preserving and promoting Mexican cultural heritage, sponsored, in August 2015, the exhibition entitled La poesía vista por el Arte (Poetry seen through Art). This artistic showing, on display at the Museum Del Carmen, compiled the works of 34 young Mexican artists inspired by poems by the iconic Manuel Acuña, the famous Sor Juana Inés de la Cruz, the great poet Octavio Paz, and the versatile Rosario Castellanos, among others. This showing displayed 13 colonial paintings and 34 contemporary pieces from the collections of two museums - Nacional del Virreinato and El Carmen. FIL - International Book Fair - 29th edition With a view to internationally supporting art and culture, the Foundation was one of the sponsors of the Iberian-American literary and editorial platform, International Book Fair (FIL) in Guadalajara. The support consisted essentially of sponsoring the A Noite de Filias, the inaugural event of FIL, attended by communication, culture, and government personalities from the state of Jalisco. The 29th edition of FIL welcomed over 700 thousand visitors which enjoyed over 550 book presentations and 42 activities, including the participation of renowned national and international authors, such as Antonio Muñoz Molina, winner of the Prince of Asturias Award, and North-American writer Jonathan Franzen. COMMUNITY Collaboration with Habitat para la Humanidad México Mota-Engil Mexico considers sustainable development to be a key-factor which reflects the strong commitment to the well-being of the Mexican society. Therefore, it seeks to directly contribute to the development and well-being of, not only its employees, but also neighbouring communities, through effective initiatives based on their own needs and expectations. The first steps were given in a collaboration with Habitat para la Humanidad México - a NGO which aims at ending housing degradation of underprivileged families, by resorting to volunteering and donations - relying on the participation of a team of volunteers from Mota-Engil Mexico (employees and relatives which offered their time and effort) to build a family home in San Juan Tianguismanalco, Puebla.

335 SUSTAINABILITY REPORT FMAM s Scholarship Programme 27. Collaboration with Habitat para la Humanidad México 28. Donation of material to Secondary School José Vasconcelos Donation of material to Secondary School José Vasconcelos Mota-Engil México donated material to the Secondary School José Vasconcelos, in San Lorenzo Tepaltitlán, to improve the facilities where every day children learn and evolve, contributing to the construction of 10 protection covers which provide shade while the children eat and play, and having, thus, benefited 850 children who attend the school. ENVIRONMENT Mota-Engil México, in line with its commitment to operate in harmony with the environment, adopted initiatives to promote greater environmental responsibility, both at the level of the organisation and in the communities where it operates, having been able to achieve the following results: Environmental Training and Awareness Mota-Engil México provided training in all of the construction sites where it operates, having reached 85% of its own staff, and 70% of subcontracted personnel. Furthermore, environmental awareness sessions were held for the residents of neighbouring communities. The company created and disseminated the Manual of Basic Quality, Environment and Safety Rules.

336 334 CONSOLIDATED REPORT AND ACCOUNTS 2015 Safety Training and Awareness At this level, 740 people received training on several safety topics, namely: occupational risks, harness use, fire extinguishers use, work signalling, among others. Water consumption In order to address the issue of water consumption, water filters were installed at the office to decrease the consumption of bottled water. Furthermore, employees were given water thermoses and mugs to decrease the consumption of disposable containers, resulting in savings of around 750 disposable cups per month. Wildlife rescue Professionals who specialise in wild flora and fauna conducted surveys to undertake wildlife rescue in areas where new roads are built. After the identification of the species, the fauna was relocated outside the construction area. Regarding flora, the species were properly stored in temporary sites (nurseries) for subsequent reintroduction in areas which suit their characteristics. Consequently, 6,167 flora specimens and 3,383 fauna specimens were rescued. It is worth mentioning that 35% of the flora species and 25% of the fauna species are classified as endangered in accordance with NOM-059-SEMARNAT As compensation, it was necessary to reforest with species from the nurseries set up and with native species, according to project location. Therefore, 3 nurseries were set up, and 1,430 species were replanted. Cutting-edge technology Mota-Engil México acquired new machinery, three asphalt and crushing plants, to maximise its performance with better quality standards. This machinery is equipped with cutting-edge technology which reduces dust and noise, thus, being more environmentally friendly, while providing high reliability and safety. Central Laboratory The Central Laboratory of Mota-Engil Mexico is one of the most advanced in the country, as it is equipped with cutting-edge technology. Therefore, it ensures the highest quality standards in the tests conducted, and it also provides employees with more safety and comfort - reducing lab accidents, and significantly decreasing noise pollution. Moreover, the laboratory is equipped with an environmental protection system, including the safe disposal of dangerous waste, recycling and sorting for proper destruction. GISA Training for employees GISA, subsidiary of Mota-Engil Mexico which operates in the environment and services sector, invests in the development and training of its employees through knowledge generation. For this purpose, the company created training programmes addressing safety, environment, quality, and skills development for better work performance, amounting to over 543 hours of annual training for over 65 employees, middle management, managers and directors. It also established a protocol with the Institute of Literacy and Basic Education for Adults (INAEBA) to offer free quality education to all GISA employees who wish to complete their primary or secondary education studies. Through GISA s 2015 Academic Development Programme, there were 12 enrolments for primary education, 17 for secondary education, and 50 for literacy, representing 61% of the total number of employees who have this need.

337 SUSTAINABILITY REPORT Safety Training and Awareness 30. Additional Benefits 31. Wildlife rescue 32. Wildlife rescue Additional benefits GISA is committed to maintaining a safe work environment, where development, motivation and well-being prevail, therefore, it offers its employees and respective families the following benefits: Medical support as a complement to the medical service provided by the Mexican Institute of Social Insurance (IMSS), the company offered additional support: 68 medical appointments, general and speciality, 68 employees supported in the purchase of medicines, 10 diagnostics tests, 16 full hospital leaves resulting from occupational accidents, 1 facial rehabilitation treatment, physician at GISA facilities; School supplies 105 school kits for children and youngsters who attend primary and secondary school, available for the children of employees who have been with the company for 6 months or more, aimed at supporting family economy, boosting school attainment, and reducing school drop-out; Monthly Leave granting monthly leaves as part of the programme Best route of the month, which rewards the group with the best performance of the month, taking into account attendance, punctuality, performance, zero accidents, zero complaints, unit cleaning, and full uniform. Furthermore, the spouse of an employee who died of natural causes was granted monthly support for an entire year. Driving licence renewal financing and administrative support to renew or legalise the driving licences of 37 drivers.

338 336 CONSOLIDATED REPORT AND ACCOUNTS 2015 Environment In the strictest compliance with environmental laws, integrating policies and procedures to minimise possible environmental impacts resulting from GISA s activity, the following initiatives were implemented in 2015: Drawing competition on the environment, open to primary education students, having 120 recycling related drawings been submitted; Collection of caps at primary schools to process and reuse as raw material for the manufacturing of panels in the automotive industry; 3 RRR Reduce, Reuse and Recycle workshops attended by 75 children from primary schools; Internal awareness campaigns on caring for the planet and the rational use of water, paper, and electricity PERU Human Resources Throughout 2015, Mota-Engil Peru continued to sustainably invest in training, having implemented the performance evaluation process in line with the corporate skills and Duties Manual of the Group. Therefore, in 2015, a training room was set up and, on average, each employee attended 91 hours of training. In total, around 6,000 employees were managed in all projects, maintaining efficiency levels in the service provided. Moreover, a virtual training platform was launched, thus, bringing training closer to employees. In 2015, Mota-Engil Peru was accredited by the Association of Good Employers (ABE), in the category of Entrepreneurial Partner who recognises the best work and HR management practices, thus, being included into a restricted group of socially responsible companies Occupational Health and Safety

339 SUSTAINABILITY REPORT 337 Occupational Health and Safety In 2015, there were 11.2 million man-hours registered. The Occupational Health and Safety and Environment Committee - with the support of the Executive Committee - participates in and conducts inspections, and provides recommendations regarding all relevant project aspects. Special attention was given to communication, reason why Safety Alerts were implemented, allowing the dissemination and sharing with all projects of the lessons learnt from accidents, in order to avoid their recurrence. Environment Several campaigns on the environment were implemented, of which stand out the following: no burning of waste on site; reduction of water consumption; reuse of used air filters; recycling of batteries. A waste segregation Green Point was also implemented at the Main Headquarters. Equipment and Logistics Operator training programs have been developed, in order to ensure that the equipment is used in accordance with all safety parameters, while always complying with the limits set by manufacturers. Thus, in 2015, 2,095 operators of heavy and light vehicles received training, amounting to 18,810 hours, which, compared to 2014, represented a doubling in the number of hours of training for operators. The Central Workshop located in Ventanilla-Callao, with about 52,000 m2 was finalised, which will ensure efficient maintenance to the whole fleet and will extend the life cycle of the machinery. Social Responsibility and Community Relations In 2015, at Mota-Engil Peru, the Coordination of Community Relations was established, in order to develop a clearer and more solid strategy geared to maintaining good relationships between the company and the communities in the area of influence of its operations, through prevention and assertive resolution of social conflicts and promotion of local development. Mota-Engil Peru continued to contribute towards the local development of the villages located nearby its work sites by hiring local staff and contractors. The needs for unskilled labour were guaranteed at 100% by local staff. Through the Local Supplier Development Programme, training was imparted to more than 50 local companies on topics such as health and safety at work, food health, hygiene habits and quality of service, among others. As part of this program, inspections were carried out that allowed to implement improvement actions, and the lessons learned were incorporated into suppliers management practices.

340 338 CONSOLIDATED REPORT AND ACCOUNTS Scholarship Programme 35. Social Responsibility and Community Relations 36. Manuel António da Mota Award The following programs were also carried out, oriented to local villages, benefiting more than 2,000 people: Heavy Machinery Operators Training Programme: 48 participants completed the program and were incorporated in the work; Healthy Schools Programme: 82 students participated; Road Safety Programme: 70 students participated; Productive Development Programme: 1,231 local people were trained; Community Health Programme: 600 people were seen; Construction of two sports fields in Huanuco (Hidromarañón Project).

341 SUSTAINABILITY REPORT 339 From the Main Headquarters, Mota-Engil Peru carried out the following social support and volunteering initiatives: 40 families were supported after the natural disaster in Chosica and Santa Eulalia (Lima); Heavy machinery was provided to support the area affected by the natural disaster; 5 health campaigns organized by the Ladies Committee of the Ate Municipality in favour of poor families in the Ate district - where the Main Headquarters of the Mota-Engil Peru are located - were supported; More than PEN 9, of employee donations to improve two centres of the INABIF- National Comprehensive Program for Family Welfare; Campaign against coldness (climate phenomenon where temperatures suddenly drop sharply) in favour of the Tantamaco town, in Puno; Seventy Portuguese prisoners who are in various prisons of the country were supported, together with the MAM Foundation; Psychiatry and mental health patients of the Victor Larco Herrera Hospital were supported during the Christmas period; Christmas volunteering Let s Build Smiles This Christmas for children from two call centres in Pachacutec Ventanilla; Christmas volunteering with the participation of 50 employees. MANUEL ANTÓNIO DA MOTA FOUNDATION In October 2015, the Manuel António da Mota Foundation celebrated its 1st year of operations in Peru. During this time, the Foundation restated its commitment to education with children and young people who are a potential for change and development in their families, in their villages, and in their country, in the often harsh environments in which they grow. The Manuel António da Mota Foundation Award In 2015, the 1st Edition of the Manuel António da Mota Foundation Award was established in Peru. The first region chosen for launching the Award was the Piura region, in which Mota-Engil has built one of his most emblematic works - the modernization of the Port of Paita. This first edition of the Award sought to promote creativity, innovation and good educational practices in schools and among their teachers. In the Schools Category, the winning project was that of the I. E AYAR AUCA, in the Piura province, district of Tambo Grande, with its innovative educational project The Use of Robotics and X / 0 Lap Tops for Capacity Development in the Field of Communication. The winning school received USD$ 25,000.00, and monitoring for the implementation of its project. The winning project will benefit 83 boys and girls from disadvantaged families in Piura attending this rural school. In addition, it will be a reference for other schools in the region, with which the educational centre will share its experience in the use of new technologies, and their application in the educational development of students. The Manuel António da Mota Foundation Award also recognized the performance of a teacher in the area for her contribution towards the training

342 340 CONSOLIDATED REPORT AND ACCOUNTS Sponsorship of the III International Piano Competition Federico Chopin of students. The winning teacher will participate in an internship in Portugal in 2016, at a prestigious University. The Manuel António da Mota Foundation has reached the most remote areas of the Piura region. During the call process, training was imparted in more than 90 rural schools in the provinces of Morropón, Ayabaca and Huancabamba in the formulation of educational projects to support them in their application to the award. The Foundation s work team toured the region visiting the 10 finalist schools. Scholarships Program In 2015, the Manuel António da Mota Foundation continued its Scholarship Program directed to the children of Mota-Engil Peru employees. This program aims to retain the company s employees, offering their children the opportunity to access scholarships, thus contributing to the development of young talents. Sponsorship of the III International Piano Competition Federico Chopin The National Music Conservatory organizes every two years the International Piano Competition Federico Chopin. As in 2013, the Manuel António da Mota Foundation and Mota-Engil Peru sponsored the 3rd edition of the competition, thus contributing to the preservation, development, and promotion of national and universal musical heritage. Monetary prizes were awarded to those in the top three positions in the Competition. The awards ceremony and the winners concert took place on 14 December 2015 at the National Theatre. All this effort carried out by the Foundation was highlighted by the Ministry of Education through its Minister Jaime Saavedra Chanduvi, who recognized the work of the Manuel Antonio da Mota Foundation in Peru, and of other private institutions, namely their initiatives for improving education in the country.

343 SUSTAINABILITY REPORT BRAZIL In 2015, the company Empresa Construtora Brasil (ECB) held several awareness-raising initiatives at its facilities, with the communities where it operates, namely on the environment, health of employees and social involvement. Conscious of its role in the process of building a society based on the principles of responsibility and human development, ECB has supported and encouraged several social and environmental initiatives, of which the most outstanding are described below. SOCIAL INITIATIVES Support to the victims of the Mariana-Minas Gerais tragedy In view of the tragedy caused by the storm that hit the city of Mariana-Minas Gerais, ECB released a vehicle and organized the logistics for the distribution of goods donated to the displaced inhabitants of Bento Rodrigues, thus providing some comfort to the victims of this storm. Donation of a wheelchair A wheelchair was donated to an eight-year-old girl with cerebral palsy, the daughter of a bulldozer operator, employee of ECB at project 204. Donation of stone materials to the City Council of Nova União One hundred tons of crusher-run crushed stone and 100 tons of stone, produced by the work site crusher, were donated to the municipality of Nova União for paving and recovery of municipal urban and rural roads, which is covered by project 204 of the Consortium ECB/Mota Engil/Concresolo - Caeté/Minas Gerais. Delivery of Christmas gifts and baskets in the Mantiqueira Hill In order to contribute towards brightening the Christmas of families and children of the Mantiqueira Hill Community (close to work 217-TIPLAM Santos, São Paulo), toys were donated to 35 children, and food baskets were delivered to 30 families. It was a joyful convivial celebration for the whole community, having been donated a total of R$ 3, Toys Delivery in the Communities of Água Branca and Água Preta The employees of work Duplication of the Carajás Line in Vitória do Mearim, Maranhão - came together to buy toys for the children of the Água Branca and Água Preta Communities, through their donations. Thus, they managed a total of 640 toys that were distributed in socializing afternoon snack, also prepared by those employees.

344 342 CONSOLIDATED REPORT AND ACCOUNTS Delivery of Christmas gifts and baskets in the Mantiqueira Hill 39. Delivery of Christmas gifts and baskets in the Mantiqueira Hill 40. Reusing effluents 41. Campaign against influenza 42. Environment Week ENVIRONMENTAL ACTIONS Reusing effluents In 2015, 26.4 m3/day of treated effluent from concrete mixer truck washing processes and wastewater treatment systems were reused, for watering routes for dust control, thus avoiding the use of water for this end. Reuse and recycling of waste The option for the treatment of construction waste brings not only economic benefits, but also social and environmental benefits. Recycling also allows the minimization of pollution from waste, which can cause flooding, and siltation of rivers and streams. It should be noted that incorrect discharges also cause serious consequences for urban environment, and can cause diseases such as dengue and yellow fever, besides attracting rodents and insects. Mindful of this concern, and with the aim of increasing recycling and reuse of waste in its work sites, ECB has set a target to reuse/recycle at least 80% of recyclable waste. In 2015, 71.7% of waste generated in work sites were recycled/re-used. Several improvement initiatives to reduce waste were also undertaken, of which stand out the following: reuse of printed paper and reused (cut) paper put on administrative tables for internal notes; sorting of wood from work sites, of which the recyclable wood was reused for making wooden benches, support for large water bottles, hand rails or walkways; reuse of disposable cups for making concrete spacers for use on site.

345 SUSTAINABILITY REPORT 343 ENVIRONMENTAL AWARENESS CAMPAIGNS Environment Week In the first week of June, the week of the environment was held in all ECB work sites. By conducting small lectures on the topic of the environment, operational controls applied to activities in order to prevent the occurrence of environmental impacts were emphasized. At Work 217 TIPLAM in Santos/São Paulo, a photo contest was organised under the topic Good Environmental Examples, aimed at knowing how employees contribute towards the preservation of the environment in their day-to-day. Three photographs of employees were awarded, showing environmentally responsible practices. In addition to lectures on the subject, project Duplication of the Carajás Line, Lot A2 in Santa Inês - also distributed fruit tree saplings to employees. CAMPAIGNS FOR PROMOTING EMPLOYEES HEALTH Campaign against influenza Regarding the prevention of contamination by the influenza virus, campaigns for vaccination of employees were conducted in the work sites and at the headquarters, in order to reduce absenteeism or drops in productivity due to malaise and discomfort caused by flu symptoms resulting from this virus. Besides the influenza vaccine, other vaccines in the national vaccination card were also made available. Campaign Rose October and Blue November Health professionals of ECB stressed the importance of prevention against breast and prostate cancer. Lectures were held, and information flyers and gifts were distributed to stress the importance of carrying out tests for detecting these diseases at their early stages, when the possibility of cure is greater COLOMBIA Contest Let s Reuse and Recycle Resources with Green Designs In 2015, Mota-Engil Colombia, committed to environmental awareness in its projects, promoted the contest Let s Reuse and Recycle Resources with Green Designs, directed to its employees and families, which was about designing and creating decorative and functional objects with reused and/or recycled materials, and the best works were awarded. Initiative Mota-Engil celebrates within the family Bearing in mind the importance of family unity, Mota-Engil Colombia promoted outdoor activities in 2015 aimed at employees and their families. Safety, Hygiene and Health Management In 2015, Mota-Engil Colombia enhanced among its employees the committed towards the prevention of health and safety through participatory activities such as competitions, recreational activities and workshops.

346 344 CONSOLIDATED REPORT AND ACCOUNTS Contest Let s Reuse and Recycle Resources with Green Designs 44. Initiative Mota-Engil celebrates within the family 3.6 SOCIAL RESPONSIBILITY INITIATIVES IN THE AFRICA REGION In 2015, several social responsibility activities were held in all African markets where Mota-Engil was present, focusing on the promotion of sustainability, thus contributing to the development of these countries ANGOLA Primary School - Biópio Community In 2015, Mota-Engil Angola, during its operations in a quarry in Biópio, promoted a social responsibility initiative with the goal of donating backpacks and educational materials to the students of the Cabrais Primary School. The primary school, located in the village of Cabrais, Biópio, in the municipality of Catumbela, Benguela province, has 45 students, aged between 6 and 8 years. Each student received a kit with notebooks, pens, eraser, pencil, ruler, markers, a backpack, and a mantle for school. With these materials, the company seeks to promote education in the region, providing school tools to the poor to enable them to build a better future, with higher levels of material wellbeing and happiness. The Calueque School The Calueque School was inaugurated in April 2015, in the Cunene province, and counted on the presence of a team from Mota-Engil Angola that donated a block to that school. Members of the Board of Directors of the Mota-Engil Group, plus other company representatives, attended the event, and the Management s commitment towards sustainability in Africa was quite evident. This school was offered to Calueque residents by Mota-Engil Angola, in order to contribute to the education of children and youth in that province. Its main goal is the transformation of its students in conscious citizens, by providing them with the tools and sense of responsibility for their own development. Apart from contributing with the school facilities, each student also

347 SUSTAINABILITY REPORT 345 received a kit that included notebooks, pencils, erasers, sharpeners, ruler, and shin guards. With these materials, the company seeks to motivate students, thus reducing the high rates of absenteeism in the region. With this contribution, Mota-Engil Angola keeps strengthening its presence in an important social and economic development sector of the country. Considering education a key sector for the development of any society, it is with great pride that Mota-Engil Angola is part of this process. Mota-Engil Angola also contributed with donations for various communities: Sponsorship of the celebrations of Benguela City s Carnival; Sponsorship of the Celebration of the 37th Anniversary of the Ministry of Energy and Water (MINEA), with the goal of promoting the dissemination of the Mota-Engil brand; Sponsorship of the 4th Seminar Occupational Health, organized by the Ministry of Public Administration, Employment and Social Security, and Health at Work; Sponsorship of the Commemorations of the 10th of June, the Day of Portugal, organized by the Embassy of Portugal; Sponsorship of the Charity Dinner held by the Friendship Group in Angola; Donation of fuel to the Child Centre Os Pastorinhos; Sponsorship of the Charitable Dinner organised by the LWINI Foundation; Sponsorship of the commemoration of the 40th Anniversary of the Independence of Angola, promoted by the Ministry of Construction; Donations in kind: 500 books for children, 300 books for the work of the Cacolo project, and 200 books for the Administrative Committee of the City of Luanda; Sponsorship of the celebration of the 1st Anniversary of the City of Dundo, organised by the Provincial Government of Lunda North - Management Administration of the Dundo City; May 1st: acquisition of merchandising (t-shirts and caps) for the Trade Union Committee MALAWI The Magaleta Health Centre In April, Mota-Engil Malawi donated an electricity generator set (GEN SET) to the Magaleta Health Centre, in the Neno district, to mitigate the issues caused by the lack of energy in the clinic, and to help improve the health system. Together with the generator, other training support materials were also donated, such as flip charts and respective support, and writing materials for training of health professionals and the community. Also, in terms of health, Mota-Engil Malawi allocated 5% of the Nasenga Building contract to the Lumbazi Health Centre.

348 346 CONSOLIDATED REPORT AND ACCOUNTS 2015 Donation of Building Materials for Community Projects In May and June, Mota-Engil fulfilled the promise of donating building materials, such as cement and gravel, to various community infrastructure development projects. Thus, the following districts were benefited in view of their community projects: Neno District: construction of a block in the Lori Fayas Quaid High School; shelters for the Lisungwi Hospital and Police; a tailoring school project for the Chikwekwe community; rehabilitation works of the Minor Culvet; Mwanza District: Children s Centre; repair of small river crossings; Chikwawa District: shelter for the Gaga Health Centre, Gaga Police Unit, Kahulungile School; Blantyre District: WC project in a Primary School; Medical Clinic; Balaka District: Nkayal clinic project; Ntcheu District: Madzanje orphanage. Planting trees Deforestation is a major problem in Malawi, due to the fact that more than 80% of the population has no access to electricity, so firewood is the most used energy source for cooking food. Considering this problem, in March, Mota-Engil Malawi participated with the community in the planting trees season, having given training in this field, and donated 37,500 tree saplings to 5 districts: Blantyre, Neno, Mwanza, Chikwawa and Balaka. 45. The Calueque School 46. The Calueque School 47. Primary School - Biópio Community 48. The Magaleta Health Centre

349 SUSTAINABILITY REPORT 347 Rural electrification program In order to support the rural electrification program developed by the Government of Malawi, with the aim of relieving poverty among rural populations, in 2015 the electricity installation for the Chisi Trade Centre and the Chithumba Health Centre were completed. In 2016, following approval by the Malawi Electricity Commission, it will be delivered to the community MOZAMBIQUE CHILDREN AND YOUTH Children Citadel Orphanage ADPP is a Mozambican non-governmental organization, established in 1982 that has grown during its 33 years of existence. Currently developing more than 60 projects in all provinces of the country, employing over 3,000 workers, and annually benefitting more than 2 million Mozambicans. Mota-Engil Africa - Mozambique Branch joined the initiative promoted by the ADPP and donated electrical equipment to the Children Citadel Orphanage in Maputo. EDUCATION Scholarships Mota-Engil Africa - Mozambique Branch, in collaboration with the Embassy of Portugal in Mozambique - Portuguese Cooperation, has funded scholarships for young Mozambicans in Portugal since In 2015, in connection with the funding by Mota-Engil, 2 young students attending degrees in Economics and Civil Engineering were supported. The support granted included the payment of tuition fees plus a monthly stipend to ensure food, lodging, transportation and teaching materials for the entire duration of the course. ISCTE Brings us Together Sponsorship of the event organized on 20 and 21 November 2015 at ISCTE - Lisbon University Institute, in conjunction with the ISCTE Alumni Club, that brought together in Lisbon its students and colleagues from Brazil, Angola, Mozambique, São Tomé and Principe, Guinea, Cape Verde, and other Portuguese spread around the world. CULTURE Xiquitsi Project The Xiquitsi Project started in March 2013, in two aspects: The Maputo Classical Music Season, and Training of Mozambique Orchestras and Choirs. These aspects are interconnected, in that during the season, all guest musicians guide workshops, lectures and musical workshops with young trainees. They have access to all concerts, and also have the chance to perform during the season, alongside professional musicians, thereby complementing their training. Mota-Engil Africa - Mozambique Branch sponsored the event in 2015.

350 348 CONSOLIDATED REPORT AND ACCOUNTS 2015 HERITAGE Maputo Fortress - Rehabilitation The Fortress of Maputo is a national monument related to the history of the Portuguese presence in Mozambique, and to the relationships and resistance offered by the inhabitants of the bay side area. It was recently the object of a conservation intervention work on its stony surfaces, commissioned by the Directorate of Culture of the EMU, an organization that protects the Fortress of Maputo, which consisted of two distinct phases: Tombstones initially, and Gravestones at a second phase. Mota-Engil Africa - Mozambique Branch partially sponsored the intervention and restoration of the Exterior Gravestones. ENVIRONMENT AND CITIZENSHIP CACO Operation CACO Operation was the name given to the initiative undertaken by a group of civil society organizations, both public and private institutions in Mozambique, aimed at preserving and protecting the environment in Mozambique. Its main focus was environmental consciousness and awareness of the community in general, through a cleaning program in different public places to reduce the amount of waste being illegally dumped at these sites, endangering the health and quality of life not only of citizens, but also of the different ecosystems that characterize the country. Mota-Engil and Ecolife joined this initiative, contributing with equipment and human resources. COMMUNITY Portuguese Community Christmas Party Mota-Engil was present as a sponsor and collaborator in the organization of the Christmas Party for the Portuguese Community. This event aims not only to foster integration and conviviality among Portuguese residents in Mozambique, but also the revenue and contributions collected are intended to support three institutions (Kutsaka Project, Gaiato House of Boane, and Psychosocial Rehabilitation Centre of Mahotas of the Hospitaller Sisters of the Sacred Heart of Jesus), devoted to helping the most disadvantaged sections of the population of Mozambique. SINTICIM anniversary The Mozambique Branch sponsored the anniversary of the National Union of the Sofala Construction, Wood, and Mining Workers, in the centre of Mozambique. Eduardo Mondlane University Mota-Engil sponsored the football team of the Eduardo Mondlane University by offering sports equipments. Celebrations of the Day of Portugal Mota-Engil sponsored the celebrations of the 10th of June, the Day of Portugal, promoted by the Portuguese Cultural Centre in Maputo.

351 SUSTAINABILITY REPORT Planting trees 50. Planting trees 51. Portuguese Community Christmas Party 52. Donation of Building Materials for Community Projects HEALTH HIV, Tuberculosis, Typhoid Fever and Public Health Campaigns Mota-Engil often promotes public health awareness campaigns among employees and the communities where it is located, mainly in the provinces of Mozambique. The development of projects in more remote areas of the Mozambican territory, where living conditions, hygiene and public health are precarious, and where the risk of infection and disease transmission is very high. In this sense, several screening and training campaigns to the employees themselves have been promoted, often being extended to the communities where they operate. These local campaigns consist on the distribution of leaflets and condoms, training in good hygiene practices, in loco screening and training on preventive measures, and actions to be taken when certain symptoms are detected. Hygiene and Safety at Work, Quality and Environment The environmental management program was established in September 2015, and the beginning of its implementation reports to February As such, the existing data on the market are still insufficient to draw conclusions or credible statistics. Regarding quality, it should be noted that in 2015 the revalidation of the Certification under ISO 9001:2008, that had been obtained by the company in 2014, was approved.

352 350 CONSOLIDATED REPORT AND ACCOUNTS HIV, Tuberculosis, Typhoid Fever, and Public Health Campaigns 54. Donation of groceries and toiletries 55. Thandulwazi Trust - Maths and Science Academy SOUTH AFRICA Mota-Engil South Africa, aware of the importance of the role of education for the development of a community, supported the following institutions: Thandulwazi Trust - Maths and Science Academy Thandulwazi was founded in October 2005, and takes up a multipronged approach to improve the quality of Mathematics and Science teaching in under-prepared schools, thus serving disadvantaged communities. The contribution of Mota-Engil was allocated to the development of teachers skills in this academy, including the Thandulwazi Saturday School. At the same time, it secured the acquisition of scientific calculators for 3 levels of Thandulwazi Saturday School, and specific training to their use. These initiatives have had a positive impact on the results of students in Small Builders Course In 2015, Mota-Engil sponsored a business development project named Small Builders Development Course. This sponsorship enabled the participation of 24 owners and/or employees of small and medium enterprises in this course. The goal of the course was to enable participants to understand how to effectively manage a construction company. It was important for Mota-Engil to take part in this event, in order to ensure the quality of its subcontractors, and to convey its 70 years of experience in construction. COSAMO We describe below the activities developed by Cosamo, a subsidiary of Mota-Engil in Johannesburg. Kingsmead Book Fair Kingsmead School provides education services for girls, in pre-primary, primary and secondary education. Each year the School promotes an event in Johannesburg known as The Kingsmead Book Fair. This fair, lasting for a few days, with books and activities for adults and children, aims to instil the love for reading and provide the opportunity to meet different authors.

353 SUSTAINABILITY REPORT 351 Mota-Engil sponsored this fair, bearing this goal in mind. The organizers of the event, in the weeks before the Kingsmead Book Fair, perform a Book Drive, encouraging community members to donate books. At the 2015 event, almost 4000 books were collected and were distributed to five schools in the community (St. Vincent School for the Deaf, Parkhurst Primary, Parktown Public, HA Jack, and Vuleka Primary School). Donation of groceries and toiletries In December 2015, Mota-Engil Africa, through its subsidiary Cosamo, granted donations in kind, such as groceries and toiletries, to various non-profit organizations of public interest: Ethembeni Children Home, Mohau Children s Centre, Othandweni Children Home, Siyabonga Africa Care Centre, Gugulethu HIV/Aids Orphanage, Hospice and Rehabilitation Centre. These donations were delivered by the company based on the list of orders made by each institution. For Mota-Engil it is important to contribute to these projects with a significant social impact CAPE VERDE In 2015, the following initiatives in the environmental and social fields were developed by the Cape Verde branch of Mota-Engil Africa: Collection of obsolete, inoperative earthmoving equipment, already written-off from the accounting, which were scattered over several sites and referred for dismantling and recycling by local waste operators; The mandatory delivery of waste oils to local waste operators has been implemented; An information and awareness initiative on tuberculosis for a group of workers and some elements of the local population of the island of Santiago, in the town of Calheta; An information and awareness initiative on the Ebola virus epidemic using the means of dissemination provided by Mota-Engil Africa; Donation to the Portuguese Embassy in Praia, for the celebration of Day of Portugal, on the 10th of June ZAMBIA Ncwala Ceremony 2015 The Nc wala Ceremony is an annual ceremony, celebrated in February by the Ngoni people in the Eastern Province of Zambia, in the Chipata District, in the Mtenguleni village. It is a thanksgiving ceremony for the first harvest of the season, a ritual conveyed to the current Ngoni generations by ancestors of the Zulu culture. For the Ngoni, the onset of rains, usually in October or November, means that the New Year has arrived. The land is cultivated, seeds are sown, and with the harvest of a sacramental meal, there is celebration by making an offer to the Chief, to God, and to the ancestors. After several weeks of preparation, there is dancing, poetry, drum performances, and theatre in places decorated with lots of colour. This is a very popular event and there are visitors from afar, including political and business leaders.

354 352 CONSOLIDATED REPORT AND ACCOUNTS Ncwala Ceremony Kingsmead Bookfair 57 Mota-Engil donated 10,000 Zambian kwacha, contributing to the preparation and purchase of materials for the ceremony. The ceremony was held in the house of Ngwenyama Inkosi Yamakosi Paramount Chief Mpezeni IV. The Nc wala consists of a series of complex rituals, decrees and stories related to the power of the Chief, crop protection, and thanksgiving for the birth, childhood, puberty, adulthood, death and rebirth. It is a quite rich culture in which visitors are invited to participate. By participating in this ceremony, Mota-Engil Zambia strengthened its bonds with this community, ensuring the transfer of culture SÃO TOMÉ AND PRINCIPE Mota-Engil, through its branch in São Tomé and Principe, supported the following initiatives: Sponsorship of the first CD of a local musician, through the Business Association of S. Tomé and Principe; Sponsorship of the STP Music Awards ; Sponsorship of the Commemorations of the Day of Portugal, at the Portuguese Embassy in Sao Tomé and Principe.

355 SUSTAINABILITY REPORT MOTA-ENGIL ENGINEERING & CONSTRUCTION For 70 years, Mota-Engil Engineering has been fostering a culture of innovation within its Organization, as it is aware that the continued promotion of the development of innovative solutions focused on increasing its competitiveness, contribute to the creation of value for customers and society in general, while providing sustainable growth for the company. Mota-Engil Engineering has its RD&I (Research, Development and Innovation) Management System certified under Standard 4457:2007, since Currently, its scope is Research, development and innovation in the field of engineering and construction, intelligent transportation systems, and fixed and rail infrastructure in Portugal. 4. Research, Development and Innovation The RD&I Management System is supported by a collaborative Innovation Management Platform, OpenCenter, accessible to all employees, regardless of their geographical location, which allows the creation of innovation dynamics and the discussion of technical knowledge through collaborative tools (blogs, forums, and wikis). In terms of knowledge management, sitec - a technical knowledge management tool, has proven to be important as a repository of technical memory for the organization, and for technological information, as well as a search engine for several objects of technical knowledge such as final work reports, technical studies, new technologies, technical press, rules, regulations, books, scientific papers, and work experiences, among others. The development of innovative technological solutions, continuously applied in the realization of its works, brings added value and differentiation in face of the current competition in an increasingly competitive global market. Mota-Engil Engineering develops individual RD&I projects, as well as in collaboration with other entities, whether competitor companies or from other business areas, scientific and technological system entities or associations linked to the construction sector. In 2015, Mota-Engil Engineering had several on-going RD&I projects, including two that were developed in co-promotion with other companies, universities and knowledge centres that were the target of funding by public incentive systems (QREN). Namely, the TROPICAL-PAV - Road Paving Solutions for Tropical Climates, and EcoSolo - Soil treatment without the use of Portland cement. In addition to these projects, the following internal projects have been continued: PowerRail, a power generating system for the railways network; MERC, on the use of new technologies for structures maintenance; the Traffic lights controller, and the Development of new concrete mixtures. It is also worth emphasizing the two patents associated with the railways business, which were registered as a result of projects developed in partnership with a technology-based SME. Mota-Engil Engineering initiated its participation in the Incentive Scheme Portugal 2020 with three project applications, of which one has been approved; and also participated in the European Program Horizon 2020 (in project teams and in the European Innovation Partnership (EIP) Raw Material Commitment). Between 2010 and 2014, it invested about 3 million euros in RD&I activities, a figure partially funded by public grants. The grants and tax incentives earned during this period amounted to 1 million euros. This investment effort was naturally accompanied by the motivation and dedication of the technical staff and of engineers committed to innovation in the various

356 354 CONSOLIDATED REPORT AND ACCOUNTS Manuel António da Mota Award (6th edition) - Portugal business areas of the company, who daily seek new solutions in accordance with the medium and long-term sustainability plans of the company. The innovation strategy is based on a continuous relationship with external interfaces (technology centres, universities, suppliers, customers, or other entities), and in monitoring specialized technical publications and the market in general. Participation in the promotion of sectorial and general initiatives related to innovation, particularly through the PTPC - Portuguese Technological Construction Platform, where it is represented in the Strategic Council, in the Executive Committee, and in several working groups on various topics associated with construction, allows the Company to interact with other innovation agents. All these contacts are important sources of knowledge that become valuable inputs for the SGIDI of the organization. The good relationship between Mota-Engil Engineering and the main Portuguese universities should also be highlighted, which is shown in the support provided through the provision of information, answers to inquiries, and mentoring in master s thesis and apprenticeships. 4.2 SUMA, URBAN AND ENVIRONMENT SERVICES FLEET CONTROL AND OPTIMISATION SYSTEM (COF) Measure and monitor in an integrated manner, the performance of waste collection operations, urban sanitation and container management, are the main goals of the Fleet Control and Optimization System (COF, in the Portuguese acronym) developed by SUMA, in order to respond to the complex needs of its production activities. Made up by a software application installed on a web platform, accessible from anywhere with an internet connection, this system is connected to black boxes placed on each vehicle,