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IMPRESA Annual Report

2009

IMPRESA SGPS SA Publicly Held Company

Share Capital EUR 84,000,000 Rua Ribeiro Sanches, 65 Tax Number 502 437 464

Commercial Registry Office of Lisbon

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Lisbon, March 11th, 2010

I. IMPRESA Consolidated Accounts 2009 In compliance with the requirements imposed by the law regarding public companies, the Board of Directors of IMPRESA – Sociedade Gestora de Participações Sociais, S.A. hereby presents its SINGLE MANAGEMENT REPORT relative to the financial year of 2009. In so doing, the Board was concerned to include sufficient elements and information for the shareholders and public investors in general to be able to assess the activity of the IMPRESA GROUP in a clear and objective manner in the respective time horizon.

1. 2009 Summary • IMPRESA has reached its principal objectives – return to net profits, cut in

operating costs and reduction in net debt.

• At the end of 2009, net profits came to 7.8 M€, in comparison with the net loss of 26.9 M€ in 2008, marking the return of IMPRESA to positive results in a very difficult environment, as promise in the beginning of the year.

• Consolidated revenues fell 7.3% to 253.2 M€, in 2009, with a 2.5% revenue increase in the 4th quarter 2009.

• The restructuring undertaken in 2008, in combination with the new

contingency plan implemented, as well as the tight control over costs, resulted in a 18% decline in operating costs in 2009, in relation to the pro-forma accounts, corresponding to 48.1 M€.

• Without considering the changes in the perimeter, operating costs dropped by 33.3 M€, representing 13.3% decline.

• Consolidated EBITDA reached 33.3 M€, which represents a 71.9% increase,

taking advantage from the reduction in operating costs. • The EBITDA margin rose to 13.1% in 2009, after having reached a

22% margin in the 4th quarter of 2009.

• Net Debt was reduced from 241.1 M€ to 231.2 M€, even after investments of 12 M€ have been done in 2009.

• The market capitalization rose 113.1% reaching 300.7 M€ by the end of 2009.

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Table 1. Main Indicators (Values in 000 €) Dec-09 Dec-08 ch % 4th Qt 09 4th Qt 08 ch %

Total Revenues 253.216 273.084 -7,3% 72.370 70.589 2,5% Television Revenues 155.445 171.549 -9,4% 44.688 41.471 7,8% Publishing Revenues 91.912 95.615 -3,9% 26.184 26.772 -2,2% Digital Revenues 6.390 6.652 -3,9% 1.731 1.009 71,5% EBITDA 33.289 19.363 71,9% 15.913 -4.345 n.a. EBITDA Margin 13,1% 7,1% 22,0% -6,2% EBITDA Television 22.653 16.860 34,4% 11.206 -1.217 n.a. EBITDA Publishing 11.658 5.911 97,2% 5.460 -2.985 n.a. EBITDA Digital 406 -1.919 n.a. --52 -71 27,9% Net Profits 7.783 -26.899 n.a. 7.534 -27.036 n.a. Net Debt (M€) 231,2 241,1 -4,1% 231,2 241,1 -4,1%

Note: Changes in the consolidation perimeter. The values of the 4th quarter and December 2009, the Newspapers and Magazines areas are reported in a single segment, designated as PUBLISHING and are fully consolidated. In 2008 the Magazines area was consolidated at 50%, until June 2008, and fully consolidated, from the second half of 2008 onwards

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2. Main Events

• January 2009 - Relaunch, after a complete remodelling, of the AutoSport magazine and its Internet site.

• January 2009 - Launch of the Activa.pt website, which positioned itself as the

leading Internet destination for a female audience, having registered a tenfold increase in its traffic volume since its launch.

• February 2009 - The Expresso newspaper was distinguished by SND - Society for

News Design for the 2nd consecutive year with the award for the “World’s Best Designed Newspaper”.

• February 2009 – IMPRESA, through SIC, acquired 40% of the share capital of

LISBOA TV – INFORMAÇÃO E MULTIMEDIA, S.A. - a company that owns the authorisation and exploits the SIC Notícias channel, as a result of which it now owns 100% of the company's share capital.

• February 2009 - SIC and LISBOA TV celebrated a new distribution contract with

ZON TV CABO, involving the SIC Notícias, SIC Mulher and SIC Radical channels, valid until 31 December 2013.

• March 2009 - SIC divested the entire share capital of TDN, S.A. - Terra do Nunca Produções.

• March 2009 - SIC divested its 90% share in DIALECTUS, Traduções Técnicas, Legendagem e Locução, Lda.

• April 2009 – For the second consecutive year, the Expresso newspaper promoted the Sustainability Conference, within the context of the month devoted to Sustainability, with the support of BES and guest speaker Rajendra Pachauri, Nobel Peace Prize Winner 2007

• May 2009 – Increase of the stake in AEIOU from 65% to 73.3%, following the

conversion of supplementary capital contributions into share capital. In December 2009 the remaining share capital of AEIOU was acquired.

• May 2009 - IMPRESA scooped seven awards from “Meios & Publicidade 2009”, which included SIC NOTÍCIAS, EXPRESSO, VISÃO, CARAS, CARAS DECORAÇÃO and FHM.

• June 2009 – InfoPortugal celebrated its largest contract for geo-referenced contents to a European client.

• July 2009 - The magazine VISÃO JÚNIOR, from Impresa Publishing, became the first magazine to be included in the National Reading Plan.

• July 2009 – IMPRESA signed a protocol with the Municipal Council of Matosinhos, in order to be able to move its installations in the Porto region to a new site in Matosinhos. SIC and Impresa Publishing will share the new office building in Matosinhos.

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• July 2009 – A SIC and PT established an agreement to distribute the SIC Notícias,

SIC Radical and SIC Mulher channels in Meo. This contract entered into force in July 2009 and is valid until 31 December 2012. This agreement includes the Internet and the launch of a new thematic channel directed at children's audiences.

• September 2009 – DGSM exceeded the barrier of 10.000 installed rooms, after two

years of activity.

• September 2009 - SIC's new production studios, beside SIC premises, began functioning, providing SIC with more resources and better conditions with which to face future challenges.

• September 2009 – The magazines “Exame”, in the year in which it celebrates its

20th anniversary organised its 5th "Portugal em Exame 2009" conference, to debate the future of Portugal.

• November 2009 - IMPRESA Publishinglaunched a new magazine – the VOLANTE – dedicated to the automobile sector at the end of this month.

• December 2009 – IMPRESA Digital divested its entire holding in the social network Chilltime.

• December 2009 - Launch of the new SIC K channel, exclusively on the MEO platform.

• The IMPRESA Group network of sites, which reached 107 million pageviews and 11.4

million visitors in December 2009, grew 38.4% and 26%, respectively.

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3. Analysis of the Consolidated Accounts The accounts relative to 2009 reflect the changes of its consolidation perimeter, namely:

1. The year 2009 is the first year in which the activities of IMPRESA Publishing are consolidated at 100%. The acquisition, in July 2008, of the remaining 50% holdings of the companies Edimpresa and Office Share, enabled IMPRESA to become owner of the entire share capital of these companies. Following this process, these two companies became fully consolidated from the 2nd half of 2008, with a new segment being reported, designated IMPRESA Publishing.

2. The consolidation of 7 Graus for the full year, following the acquisition of 51% of the share capital of the company in July 2008.

3. The divestiture of TDN and Dialectus in March 2009, and whose accounts were only consolidated in the 1st quarter of 2009.

4. Acquisition of the entire share capital of Lisboa TV, owner of the SIC Notícias channel, which incorporates the minority interests relative to the results of IMPRESA.

5. Acquisition of the entire share capital of AEIOU, which resulted in the incorporation of the minority interests in IMPRESA.

In the pro-forma comparisons with the same period of the previous year, the pro-forma accounts merely reflect the acquisitions of Edimpresa and Office Share.

Table 2. Total Revenues (Values in 000 €) Dec-09 Dec-08 ch % 4th Qt 09 4th Qt 08 ch %

Total Revenues 253.216 273.084 -7,3% 72.370 70.589 2,5% Advertising 138.907 166.867 -16,8% 41.492 43.998 -5,7% Channel Subscriptions 42.489 38.060 11,6% 10.783 10.690 0,9% Publications 34.499 32.392 6,5% 8.502 9.295 -8,5% Multimedia 13.484 17.462 -22,8% 2.570 3.775 -31,9% Associated Products 5.152 4.123 24,9% 2.405 903 166,4% Others 18.686 14.180 31,8% 6.619 1.928 243,4%

In 2009, IMPRESA reached consolidated revenue of 253.2 M€, corresponding to a decrease of 7.3% relative to the turnover registered in 2008, and a fall of 12% in relation to the pro-forma values. Relative to sales figures in 2009:

• 16.8% decrease of advertising revenue (less than 20% relative to the pro-forma accounts) affected by the deterioration of the advertising market conditions during 2009. In the 4th quarter of 2009, the lowest decrease of 5.7% was registered.

• 11.6% growth in revenue from thematic and international channel subscriptions. • 6.5% increase in revenue from the sale of publications, due to the alteration of

the perimeter (an 11% decrease was registered relative to the pro-forma accounts) and negatively influenced by the discontinuation of some publications.

• 22.8% decrease in multimedia revenue, due to the fall in call TV revenue and a smaller contribution from the digital area.

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• 24.9% increase in sale of associated products, mainly due to the greater

number of collections produced, particularly in the 4th quarter. Even adjusting for the alteration of the perimeter, revenue from the sale of associated products would still increase by 6%.

• Combined increase of 31.8% for the rest of revenue, with increase in revenue from DGSM and customer publishing, which compensated for the exit from the consolidation perimeter of New Media, IPlay and Dialectus.

Table 3. Profit & Loss Dec-09 Dec-08 ch % 4th Qt 09 4th Qt 08 ch %

Total Revenues 253.216.230 273.084.189 -7,3% 72.309.481 70.589.463 2,5% Television 155.44.574 171.548.578 -9,4% 44.687.786 41.470.624 7,8% Publishing 91.911.725 95.614.627 -3,9% 26.183.565 26.772.432 -2,2% Digital 6.390.094 6.652.186 -3,9% 1.730.865 1.009.097 71,5% Other & Inter-Segments -530.162 -731.201 27,5% -231.733 1.337.310 n.a. Operating Costs 219.926.905 253.721.033 -13,3% 56.457.254 74.934.550 -24,7%

Total EBITDA 33.289.325 19.363.156 71,9% 15.913.228 -4.345.087 n.a. EBITDA margin 13,1% 7,1% 22,0% -6,2% Television 22.653.381 16.860.362 34,4% 11.270.073 -1.216.577 n.a. Publishing 11.657.612 5.911.471 97,2% 5.459.986 -2.985.209 n.a. Digital 405.981 -1.919.448 n.a. --51.332 -71.163 27,9% Other & Holding -1.427.649 -1.489.228 4,1% -701.334 -72.138 n.a. Depreciation 9.373.768 10.161.005 -7,7% 2.329.501 2.615.196 -10,9% Impairements 42.283 14.155.240 n.a. 42.283 12.820.147 n.a. EBIT 23.873.274 -4.953.089 n.a. 13.541.444 -19.780.430 n.a. EBIT Margin 9,4% -1,8% 18,7% -28,0% Financial Results (-) 12.393.274 16.497.638 -24,9% 2.501.878 5.751.580 -56,5% Res. bef.Taxes and Minorities 11.480.000 -21.450.727 n.a. 11.039.566 -25.532.010 n.a. Taxes (IRC)(-) 3.826.728 -3.613.573 n.a. 3.531.352 -6.319.106 n.a. Descontinued Activities (-) - -7.585.642 n.a. - -7.585.642 n.a. Minority Interests (-) -129.741 1.476.627 n.a. -86.963 237.609 n.a. Net Profits 7.783.013 -26.899.423 n.a. 7.533.988 -27.036.155 n.a.

The strong restructuring effort that took place at the end of 2008, in combination with a new contingency plan initiated in the 2nd quarter of 2009, as well as the tight control over operational costs enabled a strong reduction in operational costs to be achieved in 2009. In total, operational costs fell 13.3%, corresponding to 33.8 M€.

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In relation to the pro-forma accounts, the reduction in operating costs came to 48,1M€, representing 18% decline. The main changes were as follows:

• Restructuring costs came to 0.45 M€ in 2009, in comparison with the 11.6 M€ registered in 2008.

• Programming fell 8.2%, representing savings of 7.4 M€. • Personnel costs fell 10.1%, corresponding to 6.3 M€. This value includes the 10%

reduction of the salaries of the members of the Board of Directors and senior staff members of IMPRESA.

• General costs, designated supplies and services, declined 26.5%, representing 5.3 M€, as a result of the implementation of the contingency plan.

• Marketing costs fell 23.7%, corresponding to a reduction of 3.3 M€. Consolidated EBITDA reached 33.3 M€, which represents a 71.9% increase, benefiting from the reduction in operating costs. The EBITDA margin increased 13.1% in 2009, after having reached a 22% margin in the 4th quarter. In 2008, the EBITDA margin remained at 7.1%, penalised by the high restructuring costs. The volume of amortizations fell 7.7% in 2009, to 9.4 M€, in spite of the alteration to the consolidation perimeter, with the acquisition of 50% of EDIMPRESA and Office Share, but which was more than compensated for with the divestitures carried out, and as a result of investments made over the past few years. In 2009, investment reached 26 M€. Of this amount, approximately 21 M€ resulted from the acquisition and increase in various holdings – boost in AEIOU holding by 35%, acquisition of 40% of Lisboa TV, in February 2009. The acquisition of the remaining share capital of Lisboa TV, owner of the SIC Notícias channel, represented an investment of 20 M€, which will be paid in 3 annual payments. The investment in fixed assets represented only 5 M€, mainly in the digital and television segments. The negative financial results decreased by 24.9% to 12.4 M€, while the Group took advantage from the reduction in interest rates over the last 12 months. Interest paid fell 30.8% in 2009. The volatility of the US dollar exchange rate remained high in 2009, with losses of 822,000 euros, about 300,000 euros higher than in 2008. The contribution of associated companies – Vasp, Lusa and Elsinor, was positive in 2009 by 174,000 euros, in contrast to the losses registered in 2008.

Net debt stood at approximately 231.2 M€ at the end of 2009, corresponding to a decrease relative to the 241.1 M€ registered at the end of 2008. The decrease in debt was essentially due to the increase in EBITDA, and the control of working capital needs, which enabled funds to be generated in order to carry out acquisitions and meet the debt service. In 2009, the company gearing ratio

dropped to 154%, along with the rise on the equity funds to 149.2 M€.

Net Debt Evolution (M€)

241,1

256,8 257,6 257,3

231,28

2008 3‐1 6‐1 9‐1 Dec‐09

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Results before taxes returned to positive territory, reaching 11.4 M€, in comparison with the losses of 21.4 M€ in 2008. Income taxes for the period were positive at 3.8 M€, while minority interests were negative at 129,700 euros, in contrast to the positive minority interests of 1.47 M€ in 2008. This reduction is due to the acquisition of the entire share capital of Lisboa TV and AEIOU. At the end of 2009, net profits came to 7.8 M€, in comparison with the loss of 26.9 M€ in 2008, marking the return to positive results for the Group IMPRESA.

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4. Television Table 4. Television Indicators Dec-09 Dec-08 ch % 4th Qt 09 4th Qt 08 ch % Total Revenues 155.444.574 171.548.578 -9,4% 44.687.786 41.470.624 7,8% Advertising 92.725.199 109.198.449 -15,1% 28.437.927 28.133.433 1,1% Channel Subscriptions 42.488.831 38.059.841 11,6% 10.782.848 10.690.444 0,9% Others 20.230.544 22.479.194 -10,0% 5.467.011 2.646.746 106,6% Operating Costs 132.791.193 154.688.216 -14,2% 33.481.480 42.687.201 -21,6% EBITDA 22.653.381 16.860.362 34,4% 11.206.306 -1.216.577 n.a.

EBITDA (%) 14,6% 9,8% 25,1% -2,9%

Result. Before Taxes 13.358.751 -6.167.227 n.a. 9.196.959 -16.921.507 n.a. Note: The accounts of December and 4th quarter of 2008 include Dialectus and TDN, which were divested at the end of the 1st quarter of 2009. For SIC, 2009 was affected by the sharp slowdown in the overall economic activity, forcing it to focus back to its main operating activities, which led to the divesting of the companies TDN – Terra do Nunca Produções and Dialectus. Also the reorganisation, which was initiated at the end of 2008. was concluded in 2009. This strategy led to a rise in SIC's profitability, in spite of facing a sharp revenue decline during 2009.

In 2009, SIC reached a turnover of 155.4 M€, which represented a 9.4% decrease relative to 2008. The main reason for this decrease was the contraction in the advertising market, which in the television segment declined 13.9%, while all other revenue, as a whole, increased 3.7%. In the 4th quarter 2009, total revenues registered already a positive variation, as a result of

the recovery in the advertising market. In the 4th quarter, total revenue rose 7.8% in comparison with the same period of the previous year. Advertising revenues fell 15.1% in 2009, but registered a 1.1% increase in the 4th quarter, reversing the trend of the previous 4 quarters. At the end of the year, advertising revenues were 59.6% of SIC's total turnover, and represented a market share of 35.0% in 2009 of total free-to-air television advertising investment. The subscription revenue generated by the SIC channels distributed over cable and satellite, in Portugal and abroad, grew 11.6% in 2009. This increase was due to the continued growth in the international area, as well as the new dynamism registered in the Portuguese pay-tv market, resulting from increased competition between platforms. Subscription revenue represents 27.3% of SIC's total turnover.

SIC 2009Revenues Structure

Advertising59,6%

Cable Advertising

2,3%

Merchandising0,9%

GMTS1,9%

Channels Subscription

25,0%

Others1,9%

Multimedia8%

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In 2009, audiences in the three thematic channels in total, reached 19.2% (20.5% in 2008), in spite of the increase in the number of channels present in the various platforms. SIC Notícias completed its 9th year as audience’s leader in the Cable channels, with an average audience of 11.9%. The SIC Radical and SIC Mulher channels are also present in the top 10 most watched channels, with audiences of 3.8% and 3.4%, respectively. 2009 was a year of consolidation for SIC's presence in this area, with the acquisition of the minority interests of SIC and the launch of a new channel

– SIC K. This year was also marked by the renewal of the distribution contracts involving the thematic channels. In the 1st quarter of 2009, SIC acquired the 40% holding of Lisboa TV - which owns the SIC Notícias channel - from ZON Conteúdos, which represented an investment of 20 M€ within a 3 year time frame. Following this acquisition, SIC closed a new distribution contract with ZON TV Cabo Portugal, which includes the SIC Notícias, SIC Mulher and SIC Radical channels, which came into effect on 1 March 2009, valid until 31 December 2013. In the 3rd quarter of 2009, SIC and PT celebrated an agreement for the provision of contents, in the Television and Internet areas, for all the distribution platforms of the PT Group. An agreement was reached regarding the distribution of the SIC Notícias, SIC Radical and SIC Mulher channels in Meo. This contract entered into force in July 2009 and is valid until 31 December 2012. Within the scope of this agreement, SIC has launched a new thematic channel directed at children's audiences, which debuted on the MEO platform in December 2009 - SIC K. In 2009, SIC also established new distribution contracts with Clix, AR Telecom and Vodafone. Already in 2010, has celebrated a new distribution agreement with Cabovisão, Portugal 2nd cable operator. The international area continued to register good growth rates. In 2009, revenue increased by 20.4%, stimulated by the increase in subscribers on the African continent of SIC Internacional and SIC Notícias. The international channels represent 9.4% of revenue in this area in 2009 and reach 5.2 million spectators in over 10 countries.

Cable Audiences 2009 (%)

3,4

3,4

3,8

4,1

4,4

5,1

6,1

7,3

8,7

11,9

SportTV

FOX

FOX Life

RTPN

Hollywood

Panda

AXN

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All other revenue of SIC fell by 10%, and was affected by the divestiture of some activities at the start of 2009. The Multimedia area, which fell 20.3% to 13 M€ in 2009 is worthy of mention. This decline is due to the lower volume of calls registered since the start of the year. However, the renewal of the main television contests, since August, coupled with the start of the new edition of Ídolos enabled revenue loss to be mitigated. In the 4th quarter, Multimedia revenue fell only 15.6%.

Within the scope of the agreement with PT, SIC sites are now integrated in the Sapo network, as from 1 September. This change contributed towards the SIC site, as from September, having grown more than 50% in terms of number of visitors, in comparison with previous months. SIC closed 2009 with an average audience of 23.4%, which represents a 1.5 percentage point decline in relation to the average registered in 2008. The programming strategy, focused on obtaining the best commercial “targets” (classes ABC1C2 among 15-54 years old), resulted in audiences above the station's average, reaching 24.1%, which represented a fall of only 0.1 p.p versus 2008. This strategy resulted in a 1.5 p.p. increase of the prime time commercial target audiences to 25.4%.

During 2009, SIC's programming underwent a significant remodelling in all time-slots, which enabled costs to be lowered, to focus on the main commercial targets and to be a credible alternative to other channels. The recovery of audiences registered during the 4th quarter, and in the first few months of 2010, is already a result of those changes.

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With regard to SIC's programming, during 2009, the following programmes are particularly noteworthy:

• The “Jornal da Noite” had an average audience of 25.6%, and 27.2% in the commercial target, continuing to register above average values for the station.

• The weekly information programmes immediately after “Jornal da Noite” – “Perdidos e Achados”, “Nós Por Cá”, “Reportagem Especial”, “Grande Reportagem” – continued to mark the difference and retain the loyalty of television viewers, with an average audience share above the station average.

• The renovation of access to prime-time during week days began in January with "Nós por Cá". It obtained an average audience of 19.8%, and 22% in the commercial target, having ended the year with values above this average.

• The inauguration of SIC's new studios, in September, enabled the relaunch of the morning and afternoon talk-shows, Companhia das Manhãs (18.6%) and Vida Nova (23.3%), respectively. Since December 2009, the audiences of Vida Nova have increased and it achieved leadership of its time-slot.

• In the summer period, two new entertainment programmes debuted with good results. “Salve-se Quem Puder” achieved 25.2%, and 26.4% in the commercial target, during week days, and TGV achieved 26.5% on weekend evenings.

• SIC's new soap opera - Perfeiro Coração, debuted on weekend evenings, with audiences of 21.8%, and 24.1% in the commercial target. At the start of 2010, it debuted on prime-time during week days, which resulted in an increase in its audience share.

• After having renewed the contract with TV Globo in 2008, the Brazilian soap operas continued their presence on SIC airtime. The soap opera “Viver a vida”, which debuted in September, is one of the successes with audiences of more than 28%.

• In September, the new programme of Gato Fedorento debuted. “Esmiuçar os Sufrágios”, which was one of the most successful programmes in 2010, achieved audiences of 34.1%, and 41.9% in the commercial target.

• In October the new version of “Ídolos – Portuguese Idol”, the most successful to date, was launched. With an average audience of 35.9%, and 45.8% in the commercial target, it was the most watched programme on SIC in 2009.

• From September 2009 onwards, SIC began to transmit the European Cup games, having acquired the rights for 3 seasons. In 2010, in addition to the presence at this competition, SIC is going to transmit the Carlsberg Cup games, and part of the World Cup games in South Africa.

In September 2009, SIC inaugurated a new studio complex, which includes 3 new studios with 1500 m2, enabling SIC to have greater flexibility in its productions, for generalist and thematic channels, and at a more competitive cost. The new studios represent an investment of 2.8 M€.

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The reorganisation of SIC undertaken at the end of 2008, as well as the strong commitment towards cost control, resulted in a 14.2% decline in operating costs in 2009, which represents a decrease of 21.9 M€. A 21.6% decline was achieved in the fourth quarter alone. All the main costs contributed towards this decline, namely:

• Programming costs registered a 7% decrease in 2009. A 23.1% decline was registered in the 4th quarter.

• Personnel costs declined 12.5%. SIC ended 2009 with 608 employees. • In 2009, the value of compensations was almost negligible, in contrast to the 4.2

M€ in 2008. • Transmission costs declined 17.7%. • Other costs declined 20.1% in total.

A favourable evolution of costs and the end of the reorganisation process allowed EBITDA to grow in spite of the fall in revenue. EBITDA increased 34.4% to 22.6 M€ in 2009 and achieved a margin of 14.6%. The EBITDA margin reached 25.1% in the 4th quarter. SIC achieved results before taxes of 9.2 M€ in the 4th quarter. At the end of 2009, accumulated results before taxes came to 13.4 M€, compared with losses of 6.2 M€ registered in 2008.

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5. Publishing Table 5. Publishing Indicators Dec-09 Dec-08 ch % 4th Qt 09 4th Qt 08 ch % Total Revenues 91.911.725 95.614.627 -3,9% 26.183.565 26.772.432 -2,2% Advertising 44.835.121 55.489.901 -19,2% 12.714.469 15.188.157 -16,3% Publications 34.498.639 32.392.203 6,5% 8.501.971 9.295.283 -8,5% Associated Products 5.151.597 4.123.223 24,9% 2.404.548 902.693 166,4%Others 7.426.368 3.609.300 105,8% 2.562.576 1.386.299 84,9% Operating Costs 80.254.113 89.703.156 -10,5% 20.723.579 29.757.641 -30,4% EBITDA 11.657.612 5.911.471 97,2% 5.459.986 -2.985.209 n.a.

EBITDA (%) 12,7% 6,2% 20,9% -11,2% Result. Before Taxes 8.655.107 2.532.232 241,8% 5.087.433 -3.999.740 n.a.

Note: Whereas the accounts of 2009 represent the business as a whole of IMPRESA Publishing, the values of 2008 only incorporate the new consolidation perimeter of IMPRESA Publishing from the 2nd half of 2008 onwards. 2009 is the first complete year of activity of IMPRESA Publishing, which includes all of the previous operations of IMPRESA Jornais and Edimpresa. Extremely difficult market conditions marked the year of 2009, as a result of the adverse economic climate, which penalised the turnover of IMPRESA Publishing. The measures undertaken in 2008, however, in order to increase productivity, as well as the tight control of costs during 2009, resulted in a significant improvement in profitability for this area, during a year characterised by extremely adverse conditions. In 2009, total revenue came to 91.9 M€, which represents a 3.9% decline in relation to 2008. In relation to the pro-forma accounts, there was a 17% decline. And the rate of decrease in revenue slowed during the year, with a mere 2.2% decline registered in the 4th

quarter of 2009. This positive revenue evolution throughout the year was due to the mitigation of falling advertising revenue and increasing sales growth of associated products and customer publishing. Within the context of IMPRESA Publishing, in 2009, advertising revenue represented only 48.8%, with increases in associated products revenue (5.6%) and other revenue (7.4%) having been registered.

Revenue generated from the sale of publications represents 37.5%. The non-daily press advertising market decreased by 24% in 2009. After having declined 35% in the first half of the year, smaller declines were recorded following the summer months, with an 18% decline in the 4th quarter of 2009. All segments were affected, namely the "display" in newspapers, magazines and classified advertisements. Internet advertising, however, continued to grow.

IMPRESA PublishingRevenues Structure 2009

Products5,6%

Advertising48,8%

Publications37,5%

Others7,4%

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In annual terms, advertising revenue of IMPRESA Publishing fell 19.2%, but in relation to the pro-forma accounts, advertising revenue declined 28%. Whereas the decline in "display" revenue was better than average, classifieds suffered a sharp decline. These decreases were mitigated by the increase in online advertising. In the online segment, advertising revenue increased 22% and currently represents about 4% of total advertising revenue. The reinforcement of the multimedia capabilities of the various brands of IMPRESA Publishing was one of the main objectives for 2009, following the strategy initiated in 2008. During 2009, the various existing sites had more enriched content along with more content (with LifeStyle channel in Expresso website), new versions of the Expresso, Visão, AutoSport and Exame Informática sites, including the new Activa.pt site, dedicated to a female audience, were launched. In July, the digital signature was launched. Since then, readers have been able to read their favourite magazine or newspaper, on their computer screen, wherever they are. There was a reinforcement of the online presence in the classified advertisements area. A new auto classified advertisements site - Autoguia.pt - and a new employment classified advertisements site - Emprego Directo - was launched. The ExpressoEmprego site was renovated with new functionalities, and continues to be the main online destination in Portugal in the search for employment offers. In addition to these sites, the Expresso real estate website - bpiexpressoimobiliário.pt, launched in 2008, remains one of the most visit websites. In 2008, it was launched a weekly tv show – Espaços & Casas, in SIC Notícias, diversifying the communication channels and its services offering.

The renewal of sites, with added functionalities, and the launch of new sites, is having a positive impact on traffic volumes, and consequently on revenue growth. In total, in December 2009, the IMPRESA Publishing sites registered a 50% increase in the number of visitors and a 156% increase in the number of pageviews, reaching 44.6 million, relative to December 2008..

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In 2009, revenue from the sale of publications reached 34.4 M€, representing an increase of 6.5%, but in comparison with the pro-forma values, annual revenue declined 11.4%. Adjusting for the divestiture of the Turbo magazine (February 2009) and the discontinuation of the magazines for young people, the decline in the pro-forma accounts would only have been 8.5%. Table 6. Publications Total Circulation

Particularly noteworthy are the awards won by Expresso, for the second consecutive year, which was distinguished by SND – Society for News Design with the “World’s Best Designed Newspaper” award. Among the more than 20 publications in the portfolio, 10 ended the year with positive growth, namely Blitz, Autosport, Activa, Casa Claudia, Caras, Exame, Exame Informática, Visão and Stuff. The weekly Expresso continues to be weekend newspaper with the higher number of copies sold, almost 113,000 units. Visão rose its circulation to 102,000 copies, which represents more than 50% of the news magazines market. In 2009, it was only launched a new publication. The monthly magazine Volante, dedicated to automobile trade, following the reformulation of the auto area. Among the most successful re-launchs was Autosport, which had a 34.5% jump in number of copies sold. Other re-launch

was Exame Informática, which has inverted the decline of its units sold in the last 3 years. In 2009, IMPRESA Publishing continued to focus in events to promote its brands, while introducing new formats. One example was the award Premio Mulher Activa, which had a live transmission on SIC Mulher cable channel.

2009 2008 % Change

Expresso 112.883 121.107 -6,8%Visão 102.417 102.350 0,1%Telenovelas 92.343 95.226 -3,0%Caras 90.603 89.845 0,8%Tv Mais 68.643 68.689 -0,1%Activa 66.140 65.978 0,2%Cosmopolitan 41.792 42.026 -0,6%FHM 37.102 45.666 -18,8%Exame Informática 30.379 29.944 1,5%Exame 26.361 24.172 9,1%Caras Decoração 21.254 22.006 -3,4%Visão Júnior 20.851 18.746 11,2%Casa Cláudia 18.390 16.629 10,6%Courrier Internacional 18.746 20.016 -6,3%Blitz 18.143 16.577 9,4%Auto Sport 16.521 12.280 34,5%Volante (1) 12.194 n.a.Visão Vida & Viagens (2) 9.816 27.652 -64,5%Stuff 9.316 9.190 1,4%Arquitectura & Construção 8.953 10.015 -10,6%Jornal de Letras 7.571 7.758 -2,4%Surf Portugal (3) 3.173 3.620 -12,3%Source: APCT; (1) Magazine launched in Nov 2009; (2) Launched in 2008; (3) Its not part of APCT

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At institutional level, the focus remained in making of large events, namely Prémio Pessoa, Prémio Primus Inter Pares, the month of the Environment and the month of the Sustainability. Other revenue reached 12.6 M€ in 2009, corresponding to a 64% increase relative to 2008. One of the reasons was due to the increase in revenue from associated products, which rose 24.9% during the year. In the last 3 months of the year, there were a high number of collections on sale. Among these, the success of the DVD collection "Senhor dos Anéis", whose 1st edition sold out and new editions have already been distributed in the 1st quarter of 2010, is worthy of mention. The good performance of the customer publishing area permitted other revenue to increase by 105.8% in 2009. GESCO made a great stride on sale of digital contents, as it made available the historical databases GESCO BDInfo for the new schools dedicated portal. This project was operational in the 1st quarter 2010. As a result of the restructuring carried out in 2008, as well as the various cost control measures implemented during 2009, operational costs declined 10.4%. In relation to the pro-forma accounts of 2008, there was a 23% decline. The main savings were as follows:

• Personnel costs fell 14.2%, corresponding to a reduction of 4.1 M€. IMPRESA Publishing ended 2009 with 539 employees.

• In 2009, the value of compensations was almost negligible, in contrast to the 7.3 M€ in 2008.

• Marketing and Associated Product Expenses fell 30.4%, corresponding to 5.8 M€. • Supplies and services fell about 23%, corresponding to reduction of 1.9 M€.

The decline in operating costs offset the sharp fall in revenue, from advertising in particular. As a result, EBITDA recorded a significant 97.7% increase to 11.6 M€. The EBITDA margin of 20.9% recorded in the 4th quarter is worthy of note. In annual terms, the EBITDA margin reached 12.7% Operational performance resulted in a strong increase in results before taxes - three times more than in 2008 - which came to 8.3 M€.

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6. Digital Table 6. Digital Indicators Dec-09 Dec-08 ch % 4th Qt 09 4th Qt 08 ch % Total Revenues 6.390.094 6.652.186 -3,9% 1.730.865 1.009.097 71,5%DGS 2.961.904 2.549.346 16,2% 793.782 356.456 122,7%InfoPortugal 1.510.146 1.404.437 7,5% 422.310 234.650 80,0%AEIOU 1.096.076 936.245 17,1% 230.036 208.502 10,3%Others 821.967 1.762.158 -53,4% 284.737 209.489 35,9% Operating Costs 5.984.113 8.571.634 -30,2% 1.782.197 1.080.260 65,0% EBITDA 405.981 -1.919.448 n.a. -51.332 -71.163 27,9%

EBITDA (%) 6,5% -28,9% -3,0% -7,1% Result. Before Taxes -1.437.823 -4.167.676 65,5% -524.366 -741.363 29,3%

IMPRESA Digital, in 2009, completed its 3rd year of activity, and for the first time achieved a positive operational cash-flow for the year. The turnover of IMPRESA Digital came to 6.4 M€, a 3.9% decline, partially affected by the change in the consolidation perimeter, as a result of the reorganisation process of the business portfolio of this area. On the 4th quarter 2009, revenues rose 71.5%. The consolidation perimeter of IMPRESA Digital, in the 4th quarter of 2009, and in accumulated terms for 2009, underwent several changes, in comparison with the same period of the previous year, namely due to the divestiture of New Media, the incorporation of NJPT (owner of the Chilltime site), the acquisition of 7 Graus (owner of the Olhares site) in July 2008.

At the end of 2009, following the strategic review of various activities, Chilltime was divested and the activity of Dirnet was discontinued. At the same time, the remaining share capital of AEIOU was acquired, and from the start of 2010 it will concentrate all of the commercial activities of the Group IMPRESA related with the Internet. The reorganisation of this area enabled operating costs to decline by 30.3% in 2009. Within total costs, there were non-

recurrent costs of 259,000 euros, related with compensations and provisions, both undertaken in the 4th quarter of 2009. A provision for impairment loss of 42 thousand euros related with the discontinuation of Dirnet was recognised.

Digital 2009Revenue Structure

AEIOU17,6%

Outros8,2%

DGS47,6%

Olhares2,3%

InfoPortugal24,3%

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EBITDA stood at 405,981 euros, representing a margin of 6.5%, in spite of being affected by the non-recurring costs recorded in the 4th quarter. The performance of the main activities was as follows:

DGSM, which represents 47.6% of the total turnover

of this area, increased 16.2% to 2.96 M€ in 2009. Whereas the sale of equipment rose 5.6%, the sale of services grew 73% in 2009. This growth was boosted by the increase in the number of installed rooms. At the end of 2009, the number of rooms reached 12,350, a 76.2% increase in relation to December 2008, following a second half of 2009 when a large number of

installations were registered. At the end of 2009, the DGSM solutions were installed in 56 hotels. The increase in the customer base enabled a positive EBITDA to be achieved for the first time in 2009, representing a 12% margin. IMPRESA Digital owns the entire share capital of DGSM.

InfoPortugal achieved a turnover of 1.5 M€ in 2009, an increase of 7.5%, after a strong 4th quarter. It represented 24.3% of IMPRESA Digital's turnover.

There was an increase in the sales of digital contents, especially of maps of Portugal and POIS (points of interest), but the highest growth came from the provision of services, comprising geo-referenced contents, cartography and digital aerial photography, which are the three areas of InfoPortugal specialisation. Particularly noteworthy, in the area of digital contents production, is the broadening of the categories of shows, cinema bills, TV guides, exhibitions and theatres, with national coverage. IMPRESA Digital has become the main provider of these contents to the Group IMPRESA. And as a result of the restructuring undertaken at the end of 2008, as well as the conclusion of the integral survey of the transport grid of the cartography of Mainland Portugal, the Archipelago of Madeira and of the two main islands of Azores, operational costs decreased 21.6% in 2009. This decline in costs, together with the increase in turnover, resulted in a strong expansion of the EBITDA margin in 2009, having reached a margin of 40.7%. IMPRESA Digital holds 51% of InfoPortugal and has an option to purchase the remaining share capital.

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During 2009, IMPRESA Digital acquired the entire share capital of AEIOU. Firstly, in the 2nd quarter, via a share capital increase, through which it increased its holding to 73.3%, and at the end of the year it acquired the

remaining 26.7%. These two operations represented an investment of 0.95 M€. O AEIOU increased its turnover by 17.1% in 2009, boosted by the growth in advertising revenue, which increased 23.9%. Although an increase in revenue from services was registered, there was also a decrease in revenue associated with the development of software. In 2009, in spite of a 21% reduction in costs, it was insufficient to achieve a positive EBITDA during the year. Following the acquisition of the entire share capital of AEIOU by IMPRESA Digital, a new portal development strategy was implemented. The sites Mygames and Escape became part of the network of AEIOU sites, with Mygames having broken its record in December 2009, which is now set at two million pageviews per month. During 2010, the portal will be re-launched with new functionalities and contents, and will be responsible for the commercialisation of all the IMPRESA Digital and IMPRESA Publishing sites, substituting Impresa.com in the latter's case. Olhares

Olhares is an artistic photography site, owned by 7 Graus, with more than 1.3 million photographs available on-line. Its the most visited site in Portugal after the information sites, with over 32 million pageviews per month.

In 2009, the company's turnover increased by approximately 15.3% to 155,060 euros. Revenue generated from subscriptions continues to grow, representing 38.5% of total revenue, with advertising revenue representing the remaining revenue. In 2009 an important step was taken towards the internationalisation of the site, with the development of the market in Brazil, through the site olhares.com, with the first Brazilian customers having been registered in the 4th quarter of 2009. IMPRESA owns 51% of 7 Graus, and holds an option to buy extra 24% of the share

capital.

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7. Human Resources

Regarding the organization of the Human Resources function, the following took place in 2009:

Integration of a new Director of Human Resources and strengthening of the team with a Department Secretary;

Strong focus on the definition and standardization of transversal policies across the Group;

Carrying out of an Organizational Climate Survey and disclosure of the results;

Re-design of the Performance Management model and respective communication and internal training;

Data systematization for the Social Responsibility and Sustainability Reports;

Communication of benefits and standardization of criteria of access to them;

Strengthening of internal communication.

Permanent staff and profile Regarding the human capital of the IMPRESA Group, by the end of 2009 the number of employees had fallen to 1,314, corresponding to a reduction of 121 permanent staff relative to the total for 2008. Female employees represent 48% of the total, with the gender distribution being very balanced. The total average age of the employees stands at 37 years old, and is strongly associated to the age of each business within the Group. The Digital round is the youngest area with an average age of 33 years old. Professionals of the editorial area represent approximately 54% of the total number. The following table presents the profile of the employees of the IMPRESA Group, as at 31 December 2009: Table 8. Human Resources in 2009 Television Publishing Digital Others Total Total 2009 2009 2009 2009 2009 2008 Nº Employees 608 537 76 93 1.314 1.443 Male 355 251 36 46 688 754 Female 253 286 40 47 626 681 Age (years) 38 39 33 38 37 37 Qualifications University 255 249 53 39 596 634 12º Grade 266 214 19 43 542 605 < 12º Grade 87 74 4 11 176 196

Area 608 537 76 93 1.314 1.435

Editorial 354 347 11 0 712 745 Non Editorial 254 190 65 93 602 690

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8. IMPRESA in the Stock Market In 2009 the capital markets, after the beginning of the year when there were sharp falls in value, after March once again began to appreciate in value. The appreciations since March 2009 enabled an end to 2009 with strong appreciations, due to the attenuation of the worst fears about the financial crisis and the consequent negative effects on economies. The main Portuguese stock market index PSI20, appreciated by 33.5% in 2009, after having fallen by 51% in 2008. The European reference EuroStoxx increased by 24.9% in 2009. Following the generalised trend, the media sector in Europe showed positive behaviour, with the Media DJ EuroStoxx rising by 18.3% during 2009. IMPRESA shares, after the negative evolution during 2008, registered strong appreciation. In 2009, these shares appreciated by 113.1%, which was the second largest increase registered by the companies listed on the Portuguese stock market. An average transaction volume of 183 thousand shares/day was registered in 2009, against an average of 386 thousand shares/day observed in 2008, representing a decrease of 52.4%. This volume decrease was the reflection of IMPRESA leaving the PSI20.

9. Outlook After having registered, in 2009, the biggest contraction in the advertising market over the last two decades, positive growth is expected for 2010, in line with the 4th quarter of 2009. The improvements in the advertising market, in combination with the rising revenues from the Group's remaining activities, allows us to estimate growing revenues in 2010, with a sharp control of operating costs, which will result in an rise in the net profit for 2010 and further reductions in the net debt.

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II. IMPRESA INDIVIDUAL ACCOUNTS 1. Analysis of Individual Accounts As noted in the Report of June 2009, the Board of Directors of IMPRESA decided to adopt, in the preparation of its individual financial statements, the IAS/IFRS as adopted by the European Union, from 1st January 2009. Hence the individual financial statements as at 31 December 2009 were prepared in accordance with these accounting standards, considering 1st January 2008 as the transition date for the effects of the calculation of the conversion adjustments, with the income statement for 2008 having been re-expressed for comparative purposes. The main alterations of accounting policies, which led to conversion adjustments in the individual accounts, are as follows:

The investments in subsidiary and associated companies are now recorded at acquisition cost, corrected by impairment losses, except where it is not feasible to determine the acquisition cost, in which case the value of the previous record was maintained (determined through the equity method) in accordance with the former accounting principles, which assumes the nature of a considered cost;

Goodwill is now included in the amount of the financial investments and are no

longer depreciated, but subject to impairment analyses, together with the book-value of each financial investment. The impairment analyses are made annually, or whenever there are indications that the asset could be impaired.

Presented below is the reconciliation of the individual equity on the transition date, of the net income for the financial year ended on 31 December 2008 and of the equity as at 31 December 2008, determined in accordance with the provisions of the POC and IAS/IFRS, as adopted by the European Union: POC equity as at 1 January 2008 102.215.373 Transition adjustments: Record of the investments in subsidiary and associated companies at cost or considered cost (2,529,058) Recognition of deferred capital gains related to the increase of capital of VASP 1,260,393 Annulment of installation expenses (9,066) Total transition adjustment (1,277,731) IFRS individual equity as at 1 January 2008 100,937,642 Individual net income of the financial year ended on 31 December 2008 – POC (45,997,081)

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Conversion adjustment of the net income for 2008: Annulment of the effect of the equity method 57,490,812 Annulment of depreciation of goodwill 4,075,032 Recognition through profit or loss of dividends received from Impresa Publishing 6,813,523 Other (387,889) Total conversion adjustment of the net income for the financial year ended on 31 December 2008 67,991,478 Individual net income for the financial year ended on 31 December 2008 - IFRS 21,994,397 Individual equity as at 31 December 2008 - POC 56,218,292 Transition adjustments (1,277,731) Conversion adjustment of the net income for 2008 67,991,478 Individual equity as at 31 December 2008 - IFRS 122,932,039 During 2009, in individual terms, the operating income stood at the value of 413 thousand euros, essentially as a result of the reversions of the provisions constituted in 2008, which implied a reduction compared to the value of 1,331 thousand euros reached in 2008, and which referred to the surplus tax estimate. Regarding operating costs, note should be made of the reduction from 3,099 thousand euros achieved in 2008 to 2,468 in 2009, essentially registered under the specialized work and provisions for the year headings. Finally, note should be made of the lower financial costs, which decreased from 1,682 thousand euros in 2008 to 1,219 thousand euros in 2009. The net income calculated for 2009 was negative, corresponding to 1,993 thousand euros, which compares with the positive net income of 21,994 thousand euros achieved in 2008, which was favorably affected by the IFRS conversion adjustments referred to above. 2. Proposal for the application of results The negative net income of 1,992,982 euros is proposed to be transferred to the Retained Earnings heading.

26

III. ACTIVITY OF THE NON-EXECUTIVE DIRECTORS The non-executive directors, in compliance with their legal duties, participated in the meetings of the Board of Directors, namely in meetings where the quarterly, half-year and annual accounts for the financial year of 2009 were assessed and approved, as well as in the general meeting of the shareholders. No constraints to the performance of their duties were encountered. In accordance with the terms of the law and the IMPRESA Audit Committee regulations, the activities performed by the non-executive members of the Audit Committee members are described in a separate report, which is an integral part of the IMPRESA Annual Report for 2009. IV. ACKNOWLEDGEMENTS The Board of Directors would like to thank the employees and Statutory Auditor for their collaboration during this last financial year. The Board of Directors would also like to thank the following banks for their collaboration: Caixa Geral de Depósitos, Caixa Banco de Investimento, Banco BPI, Banco Espírito Santo, Banco Espírito Santo Investimento, Millennium BCP, Banco Santander Totta and Barclays Bank. Lisbon, March 11th, 2010

Board of Directors

Francisco José Pereira Pinto Balsemão

Francisco Maria Supico Pinto Balsemão

Pedro Lopo de Carvalho Norton de Matos

Alexandre de Azeredo Vaz Pinto

António Soares Pinto Barbosa

Maria Luísa Coutinho Ferreira Leite de Castro Anacoreta Correia

Miguel Luís Kolback da Veiga

José Manuel Archer Galvão Teles

IMPRESA

2009 Individual Accounts & Notes

Notes 2009 2008

NON-CURRENT ASSETS Investments in group companies and associates 11 137.511.933 127.403.933Loans to group companies 12 10.825.000 22.050.000Deferred tax assets 8 - 2.630.943

148.336.933 152.084.876

CURRENT ASSETS:State and other public entities 13 1.217.195 178.234Other current assets 14 4.345.515 3.005.523Cash and cash equivalents 15 57.334 70.795

5.620.044 3.254.552153.956.977 155.339.428

EQUITY:Capital 16 84.000.000 84.000.000Share premium 17 97.902.257 97.902.257Legal reserve 18 759.786 759.786Accumulated losses (59.730.004) (81.724.401)Net profit/(loss) for the year (1.992.982) 21.994.397

120.939.057 122.932.039

LIABILITIES:NON-CURRENT LIABILITIES:

Bank loans 19 20.898.142 15.000.000Loans from group companies 20 - 1.500.000

20.898.142 16.500.000

CURRENT LIABILITIES: Bank loans 19 4.657.317 10.443.230Loans from group companies 20 4.949.688 -Trade and other payables 21 53.334 67.275State and other public entities 22 96.330 119.396Provisions 23 - 400.000Other current liabilities 14 2.363.109 4.877.488

12.119.778 15.907.389 Total liabilities 33.017.920 32.407.389

TOTAL EQUITY AND LIABILITIES 153.956.977 155.339.428

THE ACCOUNTANT THE BOARD OF DIRECTORS

Total non-current liabilities

Total current liabilities

IMPRESA - SOCIEDADE GESTORA DE PARTICIPAÇÕES SOCIAIS, S.A.

STATEMENTS OF FINANCIAL POSITION AS OF 31 DECEMBER 2009 AND 2008

(Amounts stated in Euros)

(Translation of balance sheets originally issued in Portuguese - Note 29)

The accompanying notes form an integral part of the statements of financial position as of 31 December 2009 and 2008.

ASSETS

EQUITY AND LIABILITIES

Total non-current assets

Total current assets TOTAL ASSETS

TOTAL EQUITY

Notes 2009 2008

OPERATING REVENUE:Other operating revenue 3 413.425 1.331.194

OPERATING COSTS:External supplies and services 4 (589.083) (953.732)Personnel costs 5 (1.644.239) (1.666.039)Provisions 23 - (400.000)Other operating costs 6 (235.059) (79.901)

Total operating costs (2.468.381) (3.099.672)Operating loss (2.054.956) (1.768.478)

NET FINANCIAL ITEMS:Net financial costs 7 (1.219.533) (1.682.526)Net gain on group companies and associates 7 770.400 24.665.996

(449.133) 22.983.470Loss before taxes (2.504.089) 21.214.992

Income tax for the year 8 511.107 779.405

Net loss for the year (1.992.982) 21.994.397

Comprehensive net loss for the year (1.992.982) 21.994.397

Earnings per share: Basic 9 (0,0119) 0,1309 Diluted 9 (0,0119) 0,1309


for the years ended 31 December 2009 and 2008.The accompanying notes form an integral part of the statement of comprehensive income


STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED 31 DECEMBER 2009 AND 2008


(Translation of statements of comprehensive income originally issued in Portuguese - Note 29)

Adjustmentsin equity

Share of subsidiaries Legal Accumulated Net (loss)/profit Total Capital premium and associates reserve losses for the year equity

Balance at 31 December 2007 (Portuguese Chart of Accounts) 84.000.000 97.902.257 (2.154.467) 759.786 (77.494.796) (797.407) 102.215.373 Impact of adopting IFRS as of 1 January 2008 (Note 28) - - 2.154.467 - (3.432.198) (1.277.731)Restated balance at 1 January 2008 84.000.000 97.902.257 - 759.786 (80.926.994) (797.407) 100.937.642

Appropriation of the loss for the year ended 31 December 2007 - - - - (797.407) 797.407 -Profit for the year ended 31 December 2008 - - - - - 21.994.397 21.994.397

Balance at 31 December 2008 84.000.000 97.902.257 - 759.786 (81.724.401) 21.994.397 122.932.039

Appropriation of the profit for the year ended 31 December 2008 - - - - 21.994.397 (21.994.397) -Loss for the year ended 31 December 2009 - - - - - (1.992.982) (1.992.982)

Balance at 31 December 2009 84.000.000 97.902.257 - 759.786 (59.730.004) (1.992.982) 120.939.057




(Translation of a statement of changes in equity originally issued in Portuguese - Note 29)

The accompanying notes form an integral part of the statement of changes in equity for the years ended 31 December 2009 and 2008.


STATEMENTS OF CHANGES IN EQUITY

Notas 2009 2008OPERATING ACTIVITIES:Cash paid to suppliers (602.995) (991.825)Cash paid to employees (1.618.104) (1.879.373)

Cash used in operations (2.221.099) (2.871.198)Payments relating to income taxes (1.902.642) 5.872.685 Other cash paid relating to operating activities (124.504) (82.928)

Net cash from/(used in) operating activities (4.248.245) 2.918.559

INVESTING ACTIVITIESCash received relating to:

Investment in group and associated companies - 23.000.000Dividends 7 770.400 6.813.523 Loans to group companies 12 11.225.000 8.025.000 Interest and similar income 36 13.185

11.995.436 37.851.708

Cash paid relating to:Investment in group and associated companies 11 - (6.189.781)Permanent loans 11 (10.103.000) (9.216.000)

(10.103.000) (15.405.781) Net cash from investing activities (2) 1.892.436 22.445.927

FINANCING ACTIVITIES:Cash received relating to:

Loans from banks 19 5.898.142 800.000 Loans from group companies 20 3.449.688 -

9.347.830 800.000

Cash paid relating to:Loans from banks 19 (4.500.000) (5.000.000)Loans from group companies 20 - (21.174.382)Interest and similar costs (1.219.569) (1.695.711) (5.719.569) (27.870.093) Net cash from/(used in) financing activities (3) 3.628.261 (27.070.093)

1.272.452 (1.705.607)

Cash and cash equivalents at the beginning of the year 15 (1.872.435) (166.828)Cash and cash equivalents at the end of the year 15 (599.983) (1.872.435)


(Translation of cash flow statements originally issued in Portuguese - Note 29)

Net increase/(decrease) in cash and cash equivalents (4) = (1) + (2) + (3)

The accompanying notes form an integral part of the cash flow statement for the years ended 31 December 2009 and 2008.


CASH FLOW STATEMENTS FOR THE YEARS ENDED

31 DECEMBER 2009 AND 2008


IMPRESA - SOCIEDADE GESTORA DE PARTICIPAÇÕES SOCIAIS, S.A. NOTES TO THE FINANCIAL STATEMENTS AS OF 31 DECEMBER 2009 (Amounts stated in Euros) (Translation of notes originally issued in Portuguese – Note 29)

1

INTRODUCTORY NOTE Impresa – Sociedade Gestora de Participações Sociais, S.A. (“the Company” or “Impresa”) has its head-office in Lisbon and was founded on 18 October 1990, its main activities being the management of investments in other companies. The Impresa Group (“the Group”) consists of Impresa and its subsidiaries. The Group operates in the media industry, namely in television broadcasting, publishing (newspapers and magazines) and other audiovisual activities. These financial statements were approved for publication by the Board of Directors of Impresa on 11 March 2010 and will be submitted for approval by the Shareholders’ General Meeting which, in accordance with current legislation, can still make changes to them. The Company has also prepared consolidated financial statements, which are presented separately and present more correctly the Impresa Group’s financial position, results of operations and cash flows. 2. MAIN ACCOUNTING POLICIES

2.1 Bases of presentation

The financial statements have been prepared on a going concern basis, from the Company’s accounting records, maintained in accordance with the provisions of IAS/IFRS as endorsed by the European Union, which include the International Accounting Standards (“IAS”) issued by the International Standards Committee (“IASC”), International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and related “SIC” and “IFRIC” interpretations issued by the International Financial Reporting Interpretation Committee (“IFRIC”) and Standing Interpretation Committee (“SIC”). These standards will hereinafter be referred to as “IFRS”. Impresa adopted IFRS in the preparation of its non-consolidated financial statements for the first time in 2009 and so, in compliance with IFRS 1 – First-time Adoption of International Financial Reporting Standards (“IFRS 1”), the date of transition from Portuguese generally accepted accounting principles to IFRS rules was 1 January 2008 (Note28). Therefore, in compliance with IAS 1, Impresa declares that these financial statements and related notes comply with the requirements of IAS/IFRS as endorsed by the European Union, in force for the years beginning on 1 January 2009.

2.2 Adoption of new and revised IAS/IFRS

Certain standards, which did not have a significant effect on these financial statements, came into effect in the year starting on 1 January 2009, the changes in terminology, however, having been considered (including the names of the captions of the financial statements). The standards are as follows: - IFRS 8 – Operating segments - IAS 1 (Revised in 2007) – Presentation of financial statements - IAS 23 (revised) – Borrowing costs - Improvements in IFRS issued in May 2008 On the date of approval of these financial statements by the Board of Directors the following standards and interpretations had been issued but are only of mandatory application in subsequent years: • IFRS 3 – Business Combinations and IAS 27 - Consolidated and separate financial statements

(revised 2008) (annual periods beginning on or after 1 de July 2009);

• Revised IFRS 1 – First-time Adoption of International Financial Reporting Standards (annual periods beginning on or after 1 de January 2010);

• IFRIC 12 (*) – Service Concession Arrangements (annual periods beginning on or after 1 de

January 2010);


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• IFRIC 15 (*) – Agreements for the Construction of Real Estate (annual periods beginning on or after 1 de January 2010);

• IFRIC 16 (*) – Hedges of a Net Investment in a Foreign Operation (annual periods beginning on or

after 1 de July 2009);

• IFRIC 9 and IAS 39 – Amendments (Reassessment of Embedded Derivatives) (annual periods beginning on or after 1 de July 2009);

• IFRIC 17 (*) – Distributions of Non-cash Assets to Owners (annual periods beginning on or after 1

de July 2009);

• IFRIC 18 (*) – Transfers of Assets from Customers (annual periods beginning on or after 1 de July 2009);

(*) Standards not applicable to the Company considering the operations realised up to 31

December 2009.

Although the impact of the adoption in future years of the above mentioned standards that are applicable to the Company has not yet been fully determined, management believes that it will not be material to its financial position.

2.3 Investments in group and associated companies

Equity investments in group and associated companies are recorded at cost, which includes the amount paid plus transaction costs or at deemed cost as of the date of transition to IFRS, which corresponds to the amount recorded as of that date in accordance with generally accepted accounting principles in Portugal. Investments are maintained at deemed cost or at cost less any estimated impairment losses. Supplementary capital contributions made by the Company to group and associated companies are recorded at nominal value less any impairment losses. Such contributions are added to the amount of the investment in group and associated companies due to their permanent nature, in accordance with the applicable commercial legislation they do not bear interest and they can only be repaid if, after repayment, equity of the companies is not less than the sum of their capital and non distributable reserves.

Dividends paid out of post acquisition profits attributed by group and associated companies are recorded as financial income. Dividends that exceed such profits are recorded as decreases in the amount of the investment.

2.4 Financial instruments

2.4.1 Loans to group companies

Loans to group companies are recorded at their nominal value less any impairment losses and do not bear interest.

2.4.2 Other current assets

Other current assets are initially recorded at their nominal value and are reflected net of any impairment losses. Impairment losses of these assets are recorded when there is objective evidence that all the amounts due will not be collected in accordance with the terms originally established for settlement of the amounts due. The amount of the loss corresponds to the difference between the nominal value and the estimated recoverable value and is recognized in the statement of comprehensive income for the year.

2.4.3 Cash and cash equivalents

Cash and cash equivalents comprise cash, term deposits and other treasury applications which mature in less than three months that are readily convertible to cash with an insignificant risk of change in value.


3

For the purposes of the cash flow statement, cash and cash equivalents also include bank overdrafts, reflected under the caption “Bank loans” on the balance sheet.

2.4.4 Loans Loans are initially recognised at the amount received, net of expenses relating to their issuance. Expenses of the issuance of loans are recognized in accordance with the amortized cost method, in the statement of comprehensive income over the period of the loan. Financial costs with bank interest and similar costs, such as stamp tax, are recognized in the statement of comprehensive income on an accrual basis, the amounts overdue as of the date of closing the financial statements being classified as “Other current liabilities”.

2.4.5 Loans from group companies

Loans from group companies are recorded at their nominal value.

2.4.6 Trade and other payables and other current liabilities

Payables are recorded at their nominal value and do not bear interest.

2.5 Provisions and contingent liabilities

Provisions are recognised when there is a present obligation (legal or implied) resulting from a past event, the resolution of which will probably require expending internal resources, the amount of which can be reasonably estimated. The amount of provisions is reviewed and adjusted at the date of each statement of financial position so as to reflect the best estimate at that time. When any of the above mentioned conditions are not met, the corresponding contingent liability is not recorded but only disclosed, unless a future outflow of funds affecting future financial benefits is remote, in which case it is not disclosed.

2.6 Pension liability

Some of the Group companies (Impresa, Sojornal - Sociedade Jornalística e Editorial, S.A. ("Sojornal"), Medipress - Sociedade Jornalística e Editorial, Lda. ("Medipress") and Media Zoom - Produção Multimédia (Impresa Digital), Lda. (“Media Zoom”) have assumed the commitment to grant some of their employees and remunerated Board Members hired up to 5 July 1993 and were serving in 2002, pension supplements for retirement due to age and incapacity. The pensions consist of a percentage which increases with the number of years of service to the company, applied to the salary table, or a fixed percentage applied to the base salary in force in 2002. The liability for the payment of retirement, incapacity and survivor pensions is recorded in accordance with the provisions of IAS 19, which requires companies with pension plans to recognise the cost of granting such benefits as the services are rendered by the benefiting employees and directors. Accordingly, at the end of each accounting period the Company obtains an actuarial study made by an independent entity, in order to determine its liability at that date and the pension cost to be recognised in the period. The liability thus estimated is compared with the market value of the pension fund assets in order to determine the amount of contributions to be made or liability to be recorded. Pension costs are recorded under the caption “Personnel costs – Social charges” based on the amounts determined by the actuarial study, and include: - Current service cost

- Interest cost

- Estimated return of the assets of the funds


4

- Recognition of actuarial gains and losses. The effect of changes in assumptions, differences between the assumptions used and the actual amounts and between the estimated and actual income of the pension fund assets are considered as actuarial gains and losses. Actuarial gains and losses are recognised immediately in the statement of comprehensive income, the corridor rule established in IAS 19 not being followed.

2.7 Income tax

Income tax for the year consists of current tax and deferred tax and is recorded in accordance with the provisions of IAS 12. Impresa is covered by the regime for the taxation of consolidated profit (currently known as the special regime for the taxation of groups of companies (regime especial de tributação dos grupos de sociedades - “RETGS”)), which covers all the companies in which Impresa has a direct or indirect participation of at least 90% and comply with the other conditions of the regime. The other companies of the Impresa Group not covered by the special regime for the taxation of groups of companies are taxed individually based on their taxable income at the applicable tax rates. In determining income tax cost for the year, in addition to current tax, the effect of deferred tax is also considered, calculated based on the difference between the book value of assets and liabilities and their corresponding value for tax purposes. Deferred tax assets and liabilities are calculated and assessed annually using the tax rates expected to be in force when the temporary differences reverse. Deferred tax assets are only recognised when there is reasonable expectation that there will be sufficient future taxable profit to use them. At the date of each statement of financial position, a review of the temporary differences underlying the deferred tax assets is made so as to recognize the deferred tax assets not previously recognized because they did not fulfill the conditions required for them to be recognized and/or reduce the amount of the deferred tax assets based on the current expectation of their future recovery. At 31 December 2009, Impresa did not have operations with temporary taxable differences resulting in deferred tax liabilities.

2.8 Accruals basis

Costs and income are recorded in the period to which they relate, independently of the date they are paid or received. Financial costs and income relating to interest are recognized on an accruals basis in accordance with the applicable effective rate of interest.

2.9 Classification in the statement of financial position

Assets realisable and liabilities payable in less than one year from the date of the statement of financial position are classified as current assets and liabilities, respectively.

2.10 Subsequent events

Events that occur after the closing of the accounts that provide additional information of conditions that existed at that date are reflected in the financial statements. Events that occur after the closing of the accounts, that provide additional information on conditions that existed after that date, if significant, are disclosed in the notes to the financial statements.


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3. OTHER OPERATING REVENUE

Other operating revenue for the years ended 31 December 2009 and 2008 was as follows:

2009 2008

Reversal of provisions (Note 23) 400,000 -Excess estimated tax - 1,331,194Other operating revenue 13,425 -

413,425 1,331,194

4. EXTERNAL SUPPLIES AND SERVICES

This caption for the years ended 31 December 2009 and 2008 was made up as follows:

2009 2008

Rent of installations (a) 218,069 195,461Specialized work (b) 229,840 577,037Others 141,174 181,234

589,083 953,732

(a) This caption at 31 December 2009 and 2008 includes 89,784 Euros charged by related entities (Note

26).

(b) This caption at 31 December 2009 and 2008 includes 13,622 Euros charged by related entities (Note 26).

5. PERSONNEL COSTS

Personnel costs for the years ended 31 December 2009 and 2008 are made up as follows:

2009 2008

Remuneration of the corporate boards (Note 26) 712,471 811,106Personnel remuneration 694,353 633,844Charges on remuneration 222,992 208,278Others 14,423 12,811

1,644,239 1,666,039

The Company had 9 and 8 employees during the years ended 31 December 2009 and 2008, respectively.

6. OTHER OPERATING COSTS

Other operating costs for the years ended 31 December 2009 and 2008 are made up as follows:

2009 2008

Estimated tax insufficiency 142,299 -Subscriptions 54,911 52,021Taxes 18,412 10,021Other operating costs 19,437 17,859

235,059 79,901


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7. NET FINANCIAL ITEMS

Net financial items for the years ended 31 December 2009 and 2008 are made up as follows:

2009 2008Financial costs:Interest (1,165,463) (1,691,290)Other financial costs (54,106) (4,421)

(1,219,569) (1,695,711)

Financial inccome:Interest 36 13,024Other financial income - 161

36 13,185(1,219,533) (1,682,526)

Gain/(loss) on group and associated companies:Dividends (a) 770,400 6,813,523Sale of investments in group companies (Note 11) - 20,167,447Impairment loss on investments in associated companies (Note 11) - (2,314,974)

770,400 24,665,996(449,133) 22,983,470

(a) This caption at 31 December 2009 and 2008 corresponded to dividends received from the following

companies:

Impresa Publishing - Sociedade Gestora de Participações Sociais, S.A. (“Impresa Publishing”) 710,312 6,813,523Lusa – Agência de Notícias de Portugal, S.A. (“Lusa”) 60,088 -

770,400 6,813,523

8. DIFFERENCES BETWEEN THE ACCOUNTING AND TAX RESULTS

The Company is subject to corporate income tax at the rate of 12.5% up to the amount of taxable income of 12,500 Euros, the excess being subject to corporate income tax at the rate of 25% plus a Municipal Surcharge of 1.5% of taxable income, resulting in a maximum aggregate tax rate of 26.5%. Additionally, because of its legal form, the Company is subject to the tax legislation covering holding companies (“Sociedades Gestoras de Participações Sociais”). In accordance with this legislation, dividends received from participated companies, gain on the sale of participations and financial costs relating to the acquisition of investments, are not considered for tax purposes.

In accordance with article 81 of the Corporate Income Tax Code the Company is subject to autonomous taxation on certain charges, at the rates established in the article.

The Company is subject to corporate income tax on a consolidated basis with its subsidiaries Impresa

Publishing, Soincom - Sociedade Gestora de Participações Sociais, S.A. (“Soincom”), Solo - Investimentos em Comunicação, SGPS, S.A. (“Solo”), Sojornal, Medipress, Publisurf - Edições e Publicidade, Lda. (“Publisurf”), Impresa Classificados - Publicidade, Lda. (“Impresa Classificados”), Media Zoom, SIC - Sociedade Independente de Comunicação, S.A. (“SIC”), GMTS - Global Media Technology Solutions - Serviços Técnicos e Produção Multimédia, Sociedade Unipessoal, Lda. (“GMTS”), Impresa Media Solutions - Sociedade Unipessoal, Lda. (“Impresa Media Solutions“), Impresa.com - Publicidade e Projectos Especiais, Lda. (“Impresa.com”) and Impresa Serviços – Sociedade Unipessoal, Lda.. The remaining subsidiaries of Impresa are taxed individually.

In accordance with current legislation tax returns are subject to review and correction by the tax authorities

during a period of four years (ten years for social security up to 2000, inclusive, and five years as from 2001), except where there have been tax losses, tax benefits have been given or tax inspections, claims or contestations have been made, in which case depending on the circumstances, the period can be extended


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or suspended. Therefore the Company’s tax returns for the years 2006 to 2009 are still subject to review. The Board of Directors believes that any corrections resulting from revisions/inspections by the tax authorities of these tax returns will not have a significant effect on the financial statements as of 31 December 2009 and 2008.

In accordance with tax legislation tax losses can be carried forward for a period of six years for deduction from taxable profits generated during that period. At 31 December 2009 Impresa and its subsidiaries taxed on a consolidated basis did not have tax losses carried forward. At 31 December 2008 these companies had tax losses carried forward of approximately 10,134,000 Euros, which would expired in 2014.

At 31 December 2009 there were no significant temporary differences between the amounts of assets and

liabilities for accounting purposes and the corresponding amounts for tax purposes. Deferred taxes recorded at 31 December 2008 related essentially to tax losses carried forward.

a) Temporary differences – Changes in deferred tax assets

31 December 2009:

Individual Tax lossestax losses carried forward

carried of theProvisions forward subsidiaries Total

Balance at 31 December 2008 102,250 701,606 1,827,087 2,630,943Increases/decreases (102,250) 643,750 - 541,500Recovery (Note 13) - (1,345,356) (1,827,087) (3,172,443)Balance at 31 December 2009 - - - -

The deferred tax assets resulting from tax losses carried forward generated up to the year ended 31 December 2009 were fully used in the year then ended, as a result of the taxable profit of the companies taxed on a consolidated basis. 31 December 2008:

Individual Tax lossestax losses carried forward

carried of theProvisions forward subsidiaries Total

Balance at 31 December 2007 - - - -Increases/decreases 102,250 701,606 803,856Transfers (Note 13) - - 1,827,087 1,827,087Balance at 31 December 2008 102,250 701,606 1,827,087 2,630,943


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b) Reconciliation of the tax rate

2009 2008

Profit/(loss) before income tax (2,504,089) 21,214,992Nominal tax rate 25% 25%Estimated income tax credit (626,022) 5,303,748

Permanent differences (i) 84,522 (6,107,604)Adjustment to taxable profit (ii) 30,393 24,451Income tax for the year (511,107) (779,405)

Current tax (Note 13) 30,393 24,451Deferred tax generated in the year (541,500) (803,856)

(511,107) (779,405)

(i) These amounts at 31 December 2009 and 2008 were made up as follows:

2009 2008

Sale of investments in group companies (Note 7) - (20,167,447)Dividends received (Note 7) (770,400) (6,813,523)Excess estimated tax (Note 3) - (1,331,194)Insufficiency of estimated tax (Note 6) 142,299 -Impairment losses on investments in associates (Note 7) - 2,314,974Non tax deductible interest 952,695 1,547,784Others, net 13,494 18,990

338,088 (24,430,416)25.0% 25.0%84,522 (6,107,604)

(ii) This amount corresponds to the part of corporate income tax taxed autonomously. 9. EARNINGS PER SHARE

Earnings per share for the years ended 31 December 2009 and 2008 were computed as follows:

2009 2008

Net profit/(loss) for the year (1,992,982) 21,994,397Number of shares 168,000,000 168,000,000Earnings per share (0.0119) 0.1309

10. TANGIBLE FIXED ASSETS

In the years ended 31 December 2009 and 2008 there were no changes in tangible fixed assets, or in the related accumulated depreciation and impairment losses. Tangible fixed assets as of those dates corresponded to administrative equipment of 292 Euros which was fully depreciated.


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11. INVESTMENTS IN GROUP COMPANIES AND ASSOCIATES

The changes in investments in group companies and associates and in the related accumulated impairment losses in the years ended 31 December 2009 and 2008 were as follows:

31 December 2009:

Supplementarycapital

Investment contributions TotalInvestments:Balance at 31 December 2008 108,652,907 21,066,000 129,718,907Increases (a) 5,000 10,103,000 10,108,000Transfers (b) 4,590,000 (4,590,000) -Utilization (2,314,974) (2,314,974)Balance at 31 December 2009 110,932,933 26,579,000 137,511,933

(a) The increase in the caption “Investments” corresponds to foundation of the cooperative Visapress –

Gestão de Conteúdos dos Media, S.A.R.L., through subscription for 5,000 Euros of its total capital of 50,000 Euros. The increase in the caption “Supplementary capital contributions” corresponds to supplementary capital contributions made to Media Zoom and Office Share - Gestão de Imóveis e Serviços, S.A. ("Office Share"), in the amounts of 8,103,000 Euros and 2,000,000 Euros, respectively.

(b) The transfer corresponds to subscription for a capital increase in Office Share, which was realized

through supplementary capital contributions made earlier.

31 December 2008:

Supplementarycapital

Investment contributions TotalInvestments:Balance at 1 January 2008 (Portuguese Chart of Accounts) 123,033,439 11,850,000 134,883,439Adjustments made for transition to IFRS (Note 28) (17,737,759) - (17,737,759)Restated balance at 1 January 2008 105,295,680 11,850,000 117,145,680

Increases (a) 6,189,781 9,216,000 15,405,781Decreases (b) (2,832,554) - (2,832,554)Balance at 31 December 2008 108,652,907 21,066,000 129,718,907

Impairment losses:Balance at 1 January 2008 - - -Increases (Note 7) (2,314,974) - (2,314,974)

(2,314,974) - (2,314,974)

106,337,933 21,066,000 127,403,933

(a) The increases in the caption “Investments” corresponds to the following acquisitions and companies

founded: (i) acquisition from Impresa Publishing of a 22.35% participation in Lusa for 3,205,706 Euros (Note

26); (ii) acquisition of a 20% participation in Castillo de Elsinor, S.L. ("Castillo de Elsinor") for 1,549,075

Euros;

(iii) acquisition of an additional 50% participation in Office Share for 1,350,000 Euros;


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(iv) foundation of Impresa Serviços through subscription for all its capital, corresponding to an

investments of 50,000 Euros;

(v) foundation of Acting Out - Produção de Espectáculos e Eventos Lda. ("Acting Out") through subscription for 60% of its capital, corresponding to an investment of 30,000 Euros;

(vi) acquisition from SIC of all the share capital of Impresa Media Solutions for 5,000 Euros (Note 26);

The increase in the caption “Supplementary capital contributions” corresponds to supplementary capital contributions made to Media Zoom, Impresa Media Solutions and Office Share, in the amounts of 6,740,000 Euros, 36,000 Euros and 290,000 Euros, respectively. In addition, in acquiring an additional 50% participation in Office Share, the Company acquired supplementary capital contributions from the former partner, for the nominal amount of 2,150,000 Euros.

(b) The decrease in the caption “Investments” corresponds to the sale of the 50% participation in

Edimpresa – Editora, Lda. to Medipress for 23,000,000 Euros, resulting in a gain of 20,167,447 Euros (Note 7).

At 31 December 2009 and 2008 the Company had the following investments in group and associated companies (accounting information of the participations taken from their financial statements prepared in accordance with generally accepted accounting principles in Portugal):

31 December 2009:

Net Total Result for Percentage Permanent Total

Company Head office assets Equity revenue the year participation Book value loans investment

Impresa Publishing Lisbon 41,250,139 15,256,671 5,991,662 3,647,508 100% 34,011,372 - 34,011,372Office Share (a) Oeiras 18,410,521 6,635,972 1,625,322 7,465 99.89% 5,942,500 2,000,000 7,942,500Soincom Lisbon 66,742,765 44,678,115 3,157,159 (2,606,927) 100% 65,988,858 - 65,988,858Media Zoom (a) Lisbon 162,666,272 (27,742,279) 3,131,437 (11,389,357) 100% 500,000 24,543,000 25,043,000Impresa.com Lisbon 747,998 45,825 1,896,733 (2,147) 100% 50,000 - 50,000Impresa Serviços Lisbon 1,456,955 51,477 4,559,792 812 100% 50,000 - 50,000Acting Out Lisbon 670,497 (387,670) 1,762,962 (51,642) 60% 30,000 - 30,000Impresa Media Solutions (a) Lisbon 833,330 (36,438) 1,614,599 (2,546) 100% 5,000 36,000 41,000Vasp Queluz 34,253,018 9,283,775 216,581,380 230,007 33.33% 1,910,396 - 1,910,396Lusa Lisbon 13,998,228 4,146,134 19,467,450 464,744 22.35% 890,732 - 890,732Castillo de Elsinor Barcelona 3,543,375 1,892,601 6,349,050 20,015 20.00% 1,549,075 - 1,549,075Visapress Lisbon n.d. n.d. n.d. n.d. 10.00% 5,000 - 5,000

110,932,933 26,579,000 137,511,933

(a) Equity of these participations includes amounts recorded by the Company as supplementary capital

contributions. 31 December 2008:

Net Total Result for Percentage Permanent TotalCompany Head office assets Equity revenue the year participation Book value loans investment

Impresa Publishing Lisbon 40,918,315 12,317,363 6,541,579 708,204 100% 34,011,372 - 34,011,372Office Share (a) Oeiras 19,116,782 5,935,449 5,083,532 9,275 100% 1,352,500 4,590,000 5,942,500Soincom Lisbon 69,335,042 47,285,041 - (12,348,391) 100% 65,988,858 - 65,988,858Media Zoom (a) Lisbon 163,481,538 (24,455,924) 2,671,724 (25,696,450) 100% 500,000 16,440,000 16,940,000Impresa.com Lisbon 454,411 47,972 1,474,596 (2,265) 100% 50,000 - 50,000Impresa Serviços Lisbon 963,754 50,665 1,150,331 665 100% 50,000 - 50,000Acting Out Lisbon 99,009 (336,028) 505,104 (386,028) 60% 30,000 - 30,000Impresa Media Solutions (a) Lisbon 30,458 (33,892) 4,154 (73,380) 100% 5,000 36,000 41,000Vasp Queluz 39,981,646 9,050,225 238,588,997 21,646 33.33% 1,910,396 - 1,910,396Lusa Lisbon 18,332,924 8,190,654 19,390,552 814,688 22.35% 890,732 - 890,732Castillo de Elsinor Barcelona 3,746,331 1,903,831 8,432,519 43,252 20.00% 1,549,075 - 1,549,075

106,337,933 21,066,000 127,403,933

(a) Equity of these participations includes amounts recorded by the Company as supplementary capital

contributions. The Company did not identify any indications of impairment losses in its participations in the years ended 31 December 2009 and 2008.


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12. LOANS GRANTED TO GROUP COMPANIES

Loans granted to group companies at 31 December 2009 and 2008 were as follows: (Note 26).

2009 2008

Soincom 10,825,000 22,050,000

The loan to Soincom does not bear interest and is not payable in the short term and so is recorded under

non-current assets. During the years ended 31 December 2009 and 2008 the Company received 11,225,000 Euros and

4,400,000 Euros from Soincom, respectively. In addition, in the year ended 31 December 2008 the Company received the full amount of the loan granted to Media Zoom, totaling 3,625,000 Euros.

13. STATE AND OTHER PUBLIC ENTITIES – ASSETS

This caption at 31 December 2009 and 2008 was made up as follows:

2009 2008

Corporate Income Tax:Special payments on account generated in the consolidated income tax regime 302,731 395,605Corporate income tax under the consolidated tax regime (a) 944,857 (192,920)Estimated income tax (Note 8) (30,393) (24,451)

1,217,195 178,234

(a) This amount was made up as follows at 31 December 2009 and 2008:

2009 2008

Accounts payable generated under the consolidated tax regime (Note 14) 2,116,250 4,639,690Accounts receivable generated under the consolidated tax regime (Note 14) (4,343,836) (3,005,523)

(2,227,586) 1,634,167Tax losses carried forward used /(carried forward) in the year under the consolidated tax regime (Note 8) 3,172,443 (1,827,087)

944,857 (192,920)


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14. OTHER CURRENT ASSETS AND LIABILITIES

Other current assets at 31 December 2009 and 2008 are made up as follows:

2009 2008

Group companies:GMTS 902,176 951,954Medipress 772,763 -Publisurf - 18,101SIC 909,281 -Sojornal 1,740,485 2,033,728Impresa.com - 1,740Impresa Serviços 15,112 -Impresa Media Solutions 4,019 -

4,343,836 3,005,523Others 1,679 -

4,345,515 3,005,523

Accounts receivable from group companies of 4,343,836 Euros and 3,005,523 Euros (Note 26) at 31 December 2009 and 2008, respectively, correspond to estimated income tax, withholding taxes, payments on account and specials payments on account of those participations under the consolidated tax regime (Note 13). Other current liabilities at 31 December 2009 and 2008 are made up as follows:

2009 2008

Group companies:Impresa Publishing 25,214 21,210Media Zoom 2,026,939 2,768,061Publisurf 8,425 -Soincom 4,798 4,793Solo 5,262 2,681Impresa Classificados 44,575 83,532Impresa.com 1,037 -Medipress - 820,322Interjornal - 5,539Impresa Turismo - 155,314SIC - 754,090Impresa Media Sotutions - 24,148

2,116,250 4,639,690

Accrued costs:Accrued personnel vacation pay and bonus 236,039 161,809Others - 25,000

236,039 186,809

Óthers 10,820 50,9892,363,109 4,877,488

Accounts payable to group companies in the amounts of 2,116,250 Euros and 4,636,690 Euros (Note 26) at 31 December 2009 and 2008, respectively, correspond to estimated income tax, withholding taxes, payments on account and specials payments on account of those participations under the consolidated tax regime (Note 13).


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15. CASH AND CASH EQUIVALENTS

The caption “Cash and cash equivalents” included in the cash flow statements as of 31 December 2009 and 2008 and reconciliation thereof to the amount of cash and cash equivalents reflected in the balance sheets as of those dates are as follows:

2009 2008

Bank deposits 57,121 67,692Cash 213 3,105

57,334 70,797Bank overdrafts (Note 19) (657,317) (1,943,230)

(599,983) (1,872,433)

The caption cash and cash equivalents includes cash and bank deposits payable on demand.

16. CAPITAL

At 31 December 2009 and 2008, Impresa’s fully subscribed and paid up share capital amounted to 84,000,000 Euros, represented by 168,000,000 shares of fifty cents each, which are held as follows:

Percentage Percentageheld Amount held Amount

Impreger - Sociedade Gestora de Participações Sociais, S.A. ("Impreger") 50.31% 42,257,294 50.31% 42,257,294Ongoing Strategy Investments, S.G.P.S, S.A. 20.02% 16,817,222 18.02% 15,140,064Grupo BPI 4.06% 3,413,002 4.47% 3,750,934Credit Suisse Group AG 3.95% 3,320,559 - -Madre - SGPS, S.A. 3.57% 2,995,201 2.00% 1,680,000Others 18.09% 15,196,722 25.20% 21,171,708

100.00% 84,000,000 100.00% 84,000,000

20082009

17. SHARE PREMIUM This caption corresponds to premiums obtained in share capital increases made in previous years. In

accordance with current legislation, utilisation of this reserve is subject to the same rules as the legal reserve; as such, this amount is not be available for distribution to the shareholders but may be used to increase capital or absorb losses, once all other reserves and retained earnings have been exhausted.

18. LEGAL RESERVE This caption at 31 December 2009 and 2008 corresponds to the Company’s legal reserve recorded in

accordance with commercial legislation, which provides that at least 5% of annual profit must be appropriated to a legal reserve until the reserve equals the minimum requirement of 20% of share capital. The reserve is not available for distribution except upon liquidation of the Company, but may be used to absorb losses, once all other reserves and retained earnings have been exhausted, or to increase capital.

19. BANK LOANS

Bank loans at 31 December 2009 and 2008 are made up as follows:

Financing entities Current Non-current Current Non-current Current Non-current Current Non-current

Caixa Geral de Depósitos, S.A. (a) 4,000,000 15,000,000 4,000,000 15,000,000 4,000,000 15,000,000 4,000,000 15,000,000Caixa Geral de Depósitos, S.A. (b) - 5,898,142 - 6,000,000 - - - -Caixa Banco de Investimento, S.A. - - - - 1,000,000 - 1,000,000 -Guaranteed current accounts (c) - - - - 3,500,000 - 3,500,000 -Bank overdrafts (d) 657,317 - 657,317 - 1,943,230 - 1,943,230 -

4,657,317 20,898,142 4,657,317 21,000,000 10,443,230 15,000,000 10,443,230 15,000,000

31 December 2009 31 December 2008Book value Nominal value Book value Nominal value


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(a) In 2009 the Company restructured the debt, through an addendum to the initial contract with Caixa

Geral de Depósitos, S.A., resulting the following repayment schedule:

2010 4,000,000

2011 5,000,0002012 5,000,0002013 5,000,000

15,000,00019,000,000

The loan bears interest payable half yearly in arrears at the Euribor six month rate plus a spread of

2.25%. At 31 December 2009 Soincom had shares corresponding to 51% of SIC’s share capital and Impresa

had shares representing all Soincom’s share capital pledged in guarantee of compliance with the terms of the loan (Note 24). In addition, the loan has certain covenants to be complied with and restrictions relating to the contracting of additional debt and the distribution of dividends, which the Company is in compliance with.

(b) Issuance of commercial paper under a commercial paper program for a period of five years ending on 18

December 2014 for the maximum amount of 6,000,000 Euros. At 31 December 2009 this commercial paper issue bore interest at the rate of 2.49%.

(c) Guaranteed current accounts obtained by the group companies which bear interest at normal market

rates for similar operations.

(d) The bank overdrafts bear interest at market rates for similar transactions (Note 15).

At 31 December 2009 and 2008 the effective interest rates on the loans were as follows:

Financing entities 2009 2008

Caixa Geral de Depósitos, S.A. 4.85% 6.35%Caixa Geral de Depósitos, S.A. 2.49% -Caixa Banco de Investimento, S.A. 4.09% 6.30%Guaranteed current accounts 3.26% 5.36%

If the interest rates had been 0.5% higher or lower in 2009 and 2008 net profit for these years would have decrease or increased by approximately 128,000 Euros and 133,000 Euros, respectively.

20. LOANS FROM GROUP COMPANIES

Loans from group companies at 31 December 2009 and 2008 are made up as follows (Note 26):

2009 2008

Impresa Publishing 4,949,688 1,500,000

The loan from Impresa Publishing does not bear interest and, as it is repayable in the short term, it has been

classified as a current liability. In 2009 the Company received 3,449,688 Euros from Impresa Publishing. In 2008 the Company paid 15,174,382 Euros to Impresa Publishing. In addition, it repaid the full amount of

the loan of 6,000,000 to Sojornal.


15


16

21. TRADE AND OTHER PAYABLES

2009 2008

Sojornal (Note 26) 6,000 -Impresa Serviços (Note 26) 1,293 -Media Zoom (Note 26) 6,628 -Medipress (Note 26) 438 -Other suppliers - current account 38,975 67,275

53,334 67,275

22. STATE AND OTHER PUBLIC ENTITIES - LIABILITY

Taxes payable at 31 December 2009 and 2008 are as follows:

2009 2008

Personal income tax 50,869 68,973Value Added Tax 46 17Social Security contributions 45,415 50,406

96,330 119,396

23. PROVISIONS

The changes in provisions in the years ended 31 December 2009 and 2008 were as follows: 31 December 2009: Balance at 31 December 2008 400,000Reversals (Note 3) (400,000)Balance at 31 December 2009 -

In 2009 the Company reversed the provision recorded in the preceding year as the risks and contingencies for which it was recorded did not arise and no longer exist at 31 December 2009. 31 December 2008: Balance at 31 December 2007 -Increase 400,000Balance at 31 December 2008 400,000

The caption “Provisions” at 31 December 2008 corresponded essentially to liabilities resulting from legal processes and other litigation, calculated by the Board of Directors in accordance with an assessment of the risk of each of the situations, based on the opinion of the Company’s lawyer.

24. CONTINGENT LIABILITIES At 31 December 2009 Impresa had pledged all the shares of Soincom in guarantee of a loan contracted initially by that company with Caixa Geral de Depósitos, S.A., which was transferred to Impresa in 2001 and in guarantee of a loan from Caixa Banco de Investimento. In addition, Soincom pledged shares representing 51% of the capital of the subsidiary SIC in guarantee of these loans (Note 19). At 31 December 2009 Impresa had pledged shares representing the capital of Medipress in guarantee of loans contracted by that subsidiary from Banco Espírito Santo, S.A. and Banco Espírito Santo de Investimento, S.A..


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25. PENSION COMMITMENTS ASSUMED

Certain Group companies (Impresa, Sojornal, Medipress and Media Zoom) have assumed commitments to pay their employees and remunerated members of the Board of Directors hired before 5 July 2003, pension supplements for retirement due to age and incapacity. The benefits are calculated based on a percentage that increases with the number of years of service applied to the salary scale or a fixed percentage applied to the base salary as of the anniversary date defined as being the amounts in 2002. In 1987 the Group created an autonomous pension fund to which it transferred its liability for the payment of the above pensions.

In accordance with an actuarial study made by the entity managing the fund, the present value of the past service liability of the above mentioned companies for current and retired employees as of 31 December 2009 was estimated in 3,435,764 Euros, the amount of the fund at that date being 5,516,094 Euros. All the information relating to the pension plan is provided in the notes to the consolidated financial statements.

26. RELATED PARTIES

All the subsidiaries and associated companies belonging to the Impresa Group, identified in the consolidated financial statements are considered as related parties. Considering the Group’s governance structure and the decision making process, it only considers as “key management personnel”, the Board of Directors, as the main operating decisions are made by Impresa’s Executive Committee, which is made up only of members of the Board of Directors. In the years ended 31 December 2009 and 2008 transactions with the Board of Directors corresponded essentially to remuneration paid for performing their functions in the Impresa Group. The balances at 31 December 2009 and 2008 and transactions during the years then ended with related parties were as follows:

2009 2008

Transactions:Personnel costs (Note 5) 712,471 811,106Supported rent (Note 4) 89,784 89,784Legal services (Note 4) 13,622 -Dividends received (Note 7) 770,400 6,813,523Investments sold (Note 7) - 20,167,447Investments acquired (Note 11) - 3,210,706

Balances:Loans granted (Note 12) 10,825,000 22,050,000Receivables (Note 14) 4,343,836 3,005,523Lonas obtained (Note 20) 4,949,688 1,500,000Payables (Notes 14 and 21) 2,130,609 4,639,690

In the years ended 31 December 2009 and 2008 pension supplements of 8,143 Euros and 178,181 Euros, respectively, were paid by the pension fund to a former Director. In the years ended 31 December 2009 and 2008 no long term benefits relating to termination of contracts or payments in shares were attributed to members of the Board of Directors.

27. RISK MANAGEMENT Risk is managed on a consolidated basis and so please read Note 40 to the consolidated financial

statements on this matter.


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28. FIRST APPLICATION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS) In preparing its non-consolidated financial statements for 2009 the Company adopted International Financial

Reporting Standards, applying IFRS 1 – First time adoption of international financial reporting standards, the transition date for purposes of these financial statements being 1 January 2008.

Previously, the Company’s non-consolidated financial statements were prepared in accordance with

generally accepted accounting principles in Portugal, as defined in the Portuguese Official Chart of Accounts and other supplementary legislation.

Following are details of the adjustments made to equity as of 1 January 2008 and 31 December 2008 for

purposes of transition to International Financial Reporting Standards: Equity as of the transition date (1 January 2008)

Equity at 1 January in accordance with Official Chart of Accounts 102,215,373

Transition adjustments: Recording of investments in subsidiaries and associates at cost or deemed cost (2,529,058) Recognition of deferred gains relating to the capital increase of VASP 1,260,393 Reversal of installation costs (9,066)Total transition adjustments (1,277,731)

Non-consolidated equity at 1 January 2008 in accordance with IFRS 100,937,642

Non-consolidated equity 31 December 2008

Non consolidated equity at 31 December 2008 in accordance with POC 56,218,292 Transition adjustments (1,277,731) Transition adjustments of the net loss for 2008 67,991,478Non consolidated equity at 31 December 2008 in accordance with IFRS 122,932,039

Non-consolidated loss for the year ended 31 December 2008

Non-consolidated loss for the year ended 31 December 2008 in accordance with Official Chart of Accounts (45,997,081)

Transition adjustments of the net loss for 2008: Reversal of the equity method of accounting 57,490,812 Reversal of the amortization of goodwill 4,075,032 Recognition in results of dividends received from Impresa Publishing 6,813,523 Others (387,889)Total transition adjustments of the net loss for the year ended 31 December 2008 67,991,478

Non-consolidated result for the year ended 31 December 2008 in accordance with IFRS 21,994,397

The main changes in accounting policy that result in transition adjustments in the non-consolidated financial

statements are as follows:

- Investments in subsidiary and associated companies become stated at cost, adjusted for any impairment losses, except where it has not been practicable to determine cost, in which case the amount recorded was maintained (determined in accordance with the equity method) in accordance with the previous accounting policies, which becomes deemed cost; therefore the equity method is no longer used for investments;


19

- Goodwill starts being included in the amount of the investments and stops being amortized, but is subject to impairment tests, together with the remaining amount recorded for each investment. Impairment tests are made annually or whenever there are indications that the asset could be impaired.

The effect on the statements of financial position as of 1 January 2008 and 31 December 2008 and statement of comprehensive income for the year ended 31 December 2008 in accordance with Portuguese generally accepted accounting principles to financial statements restated in conformity with IFRS is as follows:

Previous accounting Transitionprinciples adjustments IFRS

NON-CURRENT ASSETS:Goodwill 41,249,657 (41,249,657) -Intangible assets 9,066 (9,066) -Investments in group companies and associates 93,624,716 23,520,964 117,145,680Loans to group companies 30,075,000 - 30,075,000

164,958,439 (17,737,759) 147,220,680

CURRENT ASSETS:State and other public entities 134,998 - 134,998Other current assets 7,388,545 - 7,388,545Cash and cash equivalents 6,558 - 6,558

7,530,101 - 7,530,101172,488,540 (17,737,759) 154,750,781

EQUITY:Capital 84,000,000 - 84,000,000Share premium 97,902,257 - 97,902,257Reserves (1,394,681) 2,154,467 759,786Accumulated losses (78,292,203) (3,432,198) (81,724,401)

102,215,373 (1,277,731) 100,937,642


Bank loans 20,000,000 - 20,000,000Loans from group companies 22,674,382 - 22,674,382Provisions 15,199,635 (15,199,635) -

57,874,017 (15,199,635) 42,674,382

CURRENT LIABILITIES:Bank loans 7,873,386 - 7,873,386Trade and other payables 66,205 - 66,205State and other public entities 85,715 - 85,715Other current liabilities 4,373,844 (1,260,393) 3,113,451

12,399,150 (1,260,393) 11,138,757 Total liabilities 70,273,167 (16,460,028) 53,813,139

TOTAL EQUITY AND LIABILITIES 172,488,540 (17,737,759) 154,750,781



1 January 2008

ASSETS




TOTAL EQUITY


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NON-CURRENT ASSETS:Goodwill 38,343,205 (38,343,205) -Intangible assets 11,327 (11,327) -Investments in group companies and associates 84,899,315 42,504,618 127,403,933Loans to group companies 22,050,000 - 22,050,000Deferred tax assets 2,630,943 - 2,630,943

147,934,790 4,150,086 152,084,876

CURRENT ASSETS:State and other public entities 178,234 - 178,234Other current assets 3,005,523 - 3,005,523Cash and cash equivalents 70,795 - 70,795

3,254,552 - 3,254,552151,189,342 4,150,086 155,339,428

EQUITY:Capital 84,000,000 - 84,000,000Share premium 97,902,257 - 97,902,257Reserves (1,408,296) 2,168,082 759,786Accumulated losses (78,278,588) (3,445,813) (81,724,401)Net loss for the year (45,997,081) 67,991,478 21,994,397

56,218,292 66,713,747 122,932,039


Bank loans 15,000,000 - 15,000,000Loans from group companies 1,500,000 - 1,500,000Provisions 41,167,430 (41,167,430) -

57,667,430 (41,167,430) 16,500,000

CURRENT LIABILITIES:Bank loans 10,443,230 - 10,443,230Trade and other payables 67,275 - 67,275State and other public entities 119,396 - 119,396Provisions 400,000 - 400,000Other current liabilities 26,273,719 (21,396,231) 4,877,488

37,303,620 (21,396,231) 15,907,389 Total liabilities 94,971,050 (62,563,661) 32,407,389

TOTAL EQUITY AND LIABILITIES 151,189,342 4,150,086 155,339,428

TOTAL EQUITY



31 December 2008

ASSETS





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OPERATING REVENUE:Other operating revenue 719,262 611,932 1,331,194

OPERATING COSTS:External services and supplies (950,763) (2,969) (953,732)Personnel costs (1,666,039) - (1,666,039)Amortization (4,072,772) 4,072,772 -Provisions and impairment losses (400,000) - (400,000)Other operating costs (82,044) 2,143 (79,901)

Total operating costs (7,171,618) 4,071,946 (3,099,672)Operating loss (6,452,356) 4,683,878 (1,768,478)

NET FINANCIAL ITEMS:Net financial costs (1,682,526) - (1,682,526)Net gain on group companies and associates (39,971,973) 64,637,969 24,665,996

(41,654,499) 64,637,969 22,983,470

EXTRAORDINARY ITEMS 1,330,369 (1,330,369) -Loss before taxes (46,776,486) 69,321,847 21,214,992

Income tax for the year 779,405 - 779,405

Net result for the year (45,997,081) 69,321,847 21,994,397

Comprehensive net result for the year (45,997,081) 69,321,847 21,994,397

31 December 2008

29. NOTE ADDED FOR TRANSLATION

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


IMPRESA

2009 Consolidated Accounts & Notes

31 December 31 December Notes 2009 2008

NON-CURRENT ASSETS Intangible assets:

Goodwill 19 337.584.989 320.799.855Other intangible assets 19 2.204.553 2.161.928

Tangible fixed assets 20 37.813.880 43.354.398Investments 21 5.599.767 5.480.215Available-for-sale assets 22 1.555.710 8.927.674Investment properties 23 6.154.623 6.104.369Program broadcasting rights 24 25.873.469 29.401.800Inventories 24 414.568 800.951Other non-current assets 26 4.288.760 3.675.888Deferred taxes 17 4.446.329 7.879.440

425.936.648 428.586.518

CURRENT ASSETS:Program broadcasting rights 24 25.497.654 21.862.289Inventories 24 1.916.265 3.249.108Trade and other receivables 25 39.247.730 44.546.796Other current assets 26 6.256.129 5.338.880Cash and cash equivalents 27 5.122.812 9.468.121

78.040.590 84.465.194Assets held for sale 12 - 6.019.363

503.977.238 519.071.075

EQUITY:Share capital 28 84.000.000 84.000.000Share premium 28 97.902.257 97.902.257Legal reserve 28 759.786 759.786Accumulated losses and other reserves (41.334.738) (14.435.316)Consolidated net profit/(loss) for the year 7.783.013 (26.899.422)

149.110.318 141.327.305Equity attributable to minority interest 29 91.775 3.680.805

149.202.093 145.008.110


Loans obtained 30 187.057.328 192.442.809Finance leases 32 14.498.318 17.529.769Other non-current liabilities 33 6.458.970 4.693.100Provisions 34 5.885.815 6.516.610

213.900.431 221.182.288

CURRENT LIABILITIES:Loans obtained 30 49.345.573 58.163.179Trade and other payables 31 48.508.618 41.168.138Finance leases 32 2.456.638 2.422.819Other current liabilities 33 40.563.885 43.179.879

140.874.714 144.934.015Liabilities relating to held-for-sale assets 12 - 7.946.662

503.977.238 519.071.075


(Translation of consolidated statement of financial position originally issued in Portuguese - Note 41)



TOTAL ASSETS


IMPRESA - SOCIEDADE GESTORA DE PARTICIPAÇÕES SOCIAIS, S.A. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS OF 31 DECEMBER 2009 AND 2008


The accompanying notes form an integral part of the consolidated statement of financial position as of 31 December 2009.

ASSETS


Total current assets

TOTAL EQUITY AND LIABILITIES

TOTAL EQUITY

Equity attributable to the shareholders of the parent company

31 December 31 December Notes 2009 2008

CONTINUING OPERATIONS:OPERATING REVENUE

Services rendered 10 202.502.945 228.687.915Sales 10 45.589.406 40.802.716Other operating revenue 11 5.123.879 3.593.559 Total operating revenue 253.216.230 273.084.190

OPERATING EXPENSESCost of programs broadcast and goods sold 13 (92.842.667) (105.472.090)External supplies and services 14 (63.033.727) (70.713.779)Employee benefits expense 15 (59.661.997) (71.214.314)Amortisation and depreciation 19 and 20 (9.373.768) (10.161.005)Provisions and impairment losses 34 (1.718.337) (17.907.140)Other operating expenses 11 (2.712.460) (2.568.950) Total operating expenses (229.342.956) (278.037.278) Operating profit/(loss) 23.873.274 (4.953.088)

NET FINANCIAL EXPENSESGains / (losses) on associated companies 16 174.699 (271.073)Interest and other financial costs 16 (13.029.413) (17.002.277)Other financial income 16 461.440 775.712

(12.393.274) (16.497.638) Profit/(loss) before taxes and discontinuing operations 11.480.000 (21.450.726)

Income tax expense 17 (3.826.728) 3.613.573

Consolidated net profit/(loss) from continuing operations 7.653.272 (17.837.153)

DISCONTINUING OPERATIONS:Loss from discontinuing operations 12 - (7.585.642)

Consolidated net profit/(loss) for the year 7.653.272 (25.422.795)

Comprehensive income 7.653.272 (25.422.795)

Attributable to: Shareholders of the parent company 7.783.013 (26.899.422) Minority interest 29 (129.741) 1.476.627

Earnings per share from continuing and discontinuing operations: Basic 18 0,0463 (0,1601) Diluted 18 0,0463 (0,1601)

Earnings per share from continuing and operations: Basic 18 0,0463 (0,1150) Diluted 18 0,0463 (0,1150)


(Translation of consolidated statements of comprehensive income originally issued in Portuguese - Note 41)

for the year ended 31 December 2009.



CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


The accompanying notes form an integral part of the statement of comprehensive income

Equityattributable to

Accumulated Consolidated minorityShare Share Legal losses and net profit/(loss) interest Totalcapital premium reserve other reserves for the year Total (Note 29) equity

Balance at 31 December 2007 84.000.000 97.902.257 759.786 (32.524.161) 18.088.845 168.226.727 3.527.657 171.754.384

Appropriation of consolidated loss for the year ended 31 December 2007 - - - 18.088.845 (18.088.845) - - -

Consolidated net loss for theyear ended 31 December 2008 - - - - (26.899.422) (26.899.422) 1.476.627 (25.422.795)

Dividends paid by SIC Notícias - - - - - - (1.484.017) (1.484.017)Capital increases in subsidiaries - - - - - - 193.242 193.242Supplementary capital contributions of AEIOU - - - - - - 72.126 72.126Changes in the consolidation perimeter - - - - - - (309.376) (309.376)Other - - - - - - 204.546 204.546

Balance at 31 December 2008 84.000.000 97.902.257 759.786 (14.435.316) (26.899.422) 141.327.305 3.680.805 145.008.110

Appropriation of consolidated loss for the year ended 31 December 2008 - - - (26.899.422) 26.899.422 - - -

Consolidated net profit for theyear ended 31 December 2009 - - - - 7.783.013 7.783.013 (129.741) 7.653.272

Dividends distributed of 7 Graus and Publisurf - - - - - - (14.834) (14.834)Acquisition of capital in subsidiaries - - - - - - (4.205.120) (4.205.120)Supplementary capital contributions of subsidiaries - - - - - - 425.600 425.600Changes in the consolidation perimeter - - - - - - 283.621 283.621Other - - - - - - 51.444 51.444

Balance at 31 December 2009 84.000.000 97.902.257 759.786 (41.334.738) 7.783.013 149.110.318 91.775 149.202.093


for the year ended 31 December 2009.

Equity attributable to the shareholders of the parent company

The accompanying notes form an integral part of the consolidated statement of changes in equity


CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY



(Translation of a statement of changes in equity originally issued in Portuguese - Note 41)

Notes 2009 2008OPERATING ACTIVITIES

Cash receipts from customers 257.348.397 279.725.650Cash paid to suppliers (154.520.904) (187.611.165)Cash paid to employees (60.691.055) (74.770.290)

Cash generated from operations 42.136.438 17.344.195Payments relating to income taxes (3.358.506) (1.116.372)Other cash received/(paid) relating to operating activities (1.233.348) (1.404.766)

Net cash from operating activities (1) 37.544.584 14.823.057

INVESTING ACTIVITIESCash received relating to:

Sale of subsidiaries 8 2.054.544 -Tangible fixed assets 546.830 1.176.539Dividends from associates 21 60.087 -Interest and other similar income 16 67.029 710.804

2.728.490 1.887.343Cash paid relating to:

Acquisition of subsidiaries 8 (6.756.666) (32.933.998)Supplementary capital contributions and shareholders' loans (3.000.000) -Available-for sale assets - (1.213.741)Tangible fixed assets (4.288.389) (9.798.829)Intangible assets (1.090.556) (1.138.866)

(15.135.611) (45.085.434)Net cash used in investing activities (2) (12.407.121) (43.198.091)

FINANCING ACTIVITIESCash received relating to:

Capital increase of subsidiaries 88.200 -Supplementary capital contributions of subsidiaries 29 425.600 -Bank loans 30 8.866.415 33.135.219

9.380.215 33.135.219Cash paid relating to:

Bank loans 30 (11.033.279) (19.780.285)Finance lease rent payments (2.422.819) (2.216.293)Interest and similar expenses (11.021.373) (16.176.428)Dividends (1.898.223) (1.484.017)

(26.375.694) (39.657.023)Net cash used in financing activities (3) (16.995.479) (6.521.804)

Net increase/(decrease) in cash and cash equivalents (4) = (1) + (2) + (3) 8.141.984 (34.896.838)Changes in consolidation perimeter 8 (139.262) (942.343)Cash and cash equivalents at the beginning of the year 27 (6.926.006) 28.913.175Cash and cash equivalents at the end of the year 27 1.076.716 (6.926.006)


The accompanying notes form an integral part of the cash flow statements for the year ended 31 December 2009.


CONSOLIDATED CASH FLOW STATEMENTS FOR THE YEARS ENDED

31 DECEMBER 2009 AND 2008


(Translation of cash flow statements originally issued in Portuguese - Note 41)

IMPRESA - SOCIEDADE GESTORA DE PARTICIPAÇÕES SOCIAIS, S.A. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2009 (Amounts stated in Euros) (Translation of notes originally issued in Portuguese – Note 41)

1

INTRODUCTORY NOTE Impresa – Sociedade Gestora de Participações Sociais, S.A. (“Impresa”) has its head-office in Lisbon, in Rua Ribeiro Sanches, 65, and was founded on 18 October 1990, as a holding company. The Impresa Group (“the Group”) consists of Impresa and its subsidiaries (Note 4). The Group operates in the media industry, namely in television broadcasting, publishing and distribution of newspapers and magazines and other audiovisual activities. In July 2008, the Group acquired an additional participation of 50% in the quota-capital of Office Share – Gestão de Imóveis e Serviços, Lda. (“Office Share”) and Edimpresa – Editora, Lda. (“Edimpresa”), which was merged into Medipress – Sociedade Jornalística e Editorial, Lda. (“Medipress” ) on 11 December 2008, with retroactive effect as from 1 July 2008. As a result of this transaction, the Group started consolidating Edimpresa and its subsidiaries and Office Share in accordance with the full consolidation method, these companies having been consolidated in accordance with the proportional method up to that date (Notes 4, 5 and 8). Therefore, as in the year ended 31 December 2008 the results of these companies for the first half year were consolidated in accordance with the proportional method, the consolidated financial statements as of 31 December 2008, presented for comparative purposes, are not directly comparable with the consolidated financial statements as of 31 December 2009. At the end of 2008 the Company decided to sell the subsidiaries iPlay – Som & Imagem, Lda. (“iPlay”), Som Livre – Gestão de Direitos Autorais, Lda. (“Som Livre GDA”) and N.M.D.C. – New Media Digital Content – Gestão de Conteúdos, Lda. (“New Media”) and their businesses, and so, their assets and liabilities were reflected as held-for-sale assets and liabilities and their costs and revenue were reflected in the caption “Discontinuing operations” in accordance with the provisions of IFRS 5. These participations were sold in 2009, the results of the sale being reflected in the caption “Other operating revenue”. These financial statements were approved for publication by the Board of Directors of Impresa on 11 March 2010 and will be submitted for approval by the Shareholders’ General Meeting which, in accordance with current legislation, can still make changes to them. 2. MAIN ACCOUNTING PLOICIES 2.1 Bases of presentation

The consolidated financial statements have been prepared on a going concern basis, from the accounting records of the companies included in the consolidation (Notes 4 and 5), adjusted in accordance with the provisions of IAS/IFRS as endorsed by the European Union, which include the International Accounting Standards (“IAS”) issued by the International Standards Committee (“IASC”), International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and related “SIC” and “IFRIC” interpretations issued by the International Financial Reporting Interpretation Committee (“IFRIC”) and Standing Interpretation Committee (“SIC”). These standards will hereinafter be referred to as “IFRS”. Impresa adopted IFRS in the preparation of its consolidated financial statements for the first time in 2005 and so, in compliance with IFRS 1 – First-time Adoption of International Financial Reporting Standards (“IFRS 1”), the date of transition from Portuguese generally accepted accounting principles to IFRS rules was 1 January 2004. Therefore, in compliance with IAS 1, Impresa declares that these consolidated financial statements and related notes comply with the requirements of IAS/IFRS as endorsed by the European Union, which came into force in economic period beginning on 1 January 2009.

2.2 Adoption of new and revised IAS/IFRS

IFRS 8 – Operating segments came into force on 1 January 2009. However, its adoption by the Group had no impact on segment reporting (Note 9). Revised IAS 1 – Presentation of financial statements, which also came into force on that date, had no impact on results, but changed the names of financial items and presentation and disclosure of financial information. On the date of approval of these financial statements by the Boards of Directors, the following standards and interpretations had been issued, but are only of mandatory application in subsequent years.

IMPRESA - SOCIEDADE GESTORA DE PARTICIPAÇÕES SOCIAIS, S.A. ANEXO ÀS DEMONSTRAÇÕES FINANCEIRAS CONSOLIDADAS EM 31 DE DEZEMBRO DE 2009 (Montantes expressos em Euros)

2

• IFRS 3 – Business Combinations and IAS 27 – Consolidated and Separate Financial Statements

(revised 2008) (**) (annual periods beginning on or after 1 de July 2009); • Revised IFRS 1 – First-time Adoption of International Financial Reporting Standards (annual periods

beginning on or after 1 de January 2010); • IFRIC 12 (*) – Service Concession Arrangements (annual periods beginning on or after 1 de January

2010);

• IFRIC 15 (*) – Agreements for the Construction of Real Estate (annual periods beginning on or after 1 de January 2010);

• IFRIC 16 (*) – Hedges of a Net Investment in a Foreign Operation (annual periods beginning on or after

1 de July 2009);

• IFRIC 9 and IAS 39 – Amendments (Reassessment of Embedded Derivatives) (annual periods beginning on or after 1 de July 2009);

• IFRIC 17 (*) – Distributions of Non-cash Assets to Owners (annual periods beginning on or after 1 de

July 2009);

• IFRIC 18 (*) – Transfers of Assets from Customers (annual periods beginning on or after 1 de July 2009);

(*) Standards not applicable to the Group considering the operations realised up to 31 December 2009. (**) The Group has not early adopted these standards (Notes 8 and 19). Although the impact of the adoption in future years of the above mentioned standards that are applicable to the Group has not yet been fully determined, management believes that it will not be material to the Group’s financial position and results of operations.

2.3. Consolidation principles

The consolidation methods used by the Group are as follows:

a) Controlled companies

Investments in companies in which the Group holds, directly or indirectly, the majority of the voting rights in Shareholders’ General Meetings or has the power to control their financial and operating policies have been included in these consolidated financial statements by the full consolidation method. Shareholders’ equity and net profit and loss of these companies corresponding to third party participation in them are presented separately in the consolidated statement of financial position and statement of comprehensive income under the caption “Minority interest”. The controlled companies included in the consolidated financial statements are listed in Note 4. Where losses applicable to the minority shareholders exceed minority interest in the subsidiary’s equity, the Group absorbs the excess plus any additional losses, except where the minority shareholders have an obligation to cover the losses or have manifested their intention to do so and it is estimated that they have the capacity to do so. If the subsidiary subsequently reports profits, the Group recognises all such profits until it has recovered the minority portion of the losses previously recognised. Assets and liabilities of subsidiaries are reflected at their respective fair values at the acquisition date. Any excess of cost over the fair value of identifiable net assets is recorded as goodwill. Where cost is lower than the fair value of the identifiable net assets, the difference is recognised as income in the consolidated statement of comprehensive income for the year of the acquisition. The results of subsidiaries acquired or sold of during the year are included in the consolidated statement of comprehensive income from the date of acquisition or up to the date of sale, as appropriate. Significant intra-group transactions and balances are eliminated on consolidation. Capital gains resulting from the sale of participated companies within the Group are also eliminated in consolidation.


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b) Jointly controlled companies Companies in which the Group has joint control over their financial and operating policies have been included in the consolidated financial statements by the proportional method. In accordance with this method, assets, liabilities, financial flows, income and expenses have been included in the consolidated financial statements, caption by caption, in proportion to the control held by the Group. Intra-group transactions, balances and dividends are eliminated in proportion to the control attributable to the Group. Classification of investments in jointly controlled companies is determined based on the effective control of each of the controlling companies over the participated company, determined by the number of directors appointed and influence on the management of the participated company. The jointly controlled companies are listed in Note 5.

c) Associated companies

An associated company is one over which the Group has significant influence, but does not have control or joint control over decisions relating to the operating and financial policies. Investments in associated companies (Note 6) are recorded in accordance with the equity method of accounting, except when the investment is classified as held for sale. Investments in associated companies are initially recorded at cost, which is subsequently increased or decreased by the difference between cost and the proportion of equity held in the companies, as of the acquisition date or the date the equity method is applied for the first time. In accordance with the equity method, investments are periodically adjusted by the amount corresponding to the Group‘s share in the results of the associated companies by corresponding entry to the caption “Gains and losses on associated companies”, by other changes in equity by corresponding entry to the caption “Accumulated losses and other reserves”, as well as by the recognition of impairment losses by corresponding entry to “Net financial expenses” (Note 16). In addition, dividends received from these companies are recorded as decreases in the amount of the investment. The Group ceases applying the equity method of accounting when the investment in the associated company is reduced to zero, and a liability is recognised only if the Group has a legal or constructive obligation to the associated company or its creditors. If afterwards the associated company reports profits, the Group only restarts applying the equity method once its share of those profits equals the part of the losses not recognised. The Group makes impairment assessments on investments in associated companies on an annual basis and whenever there are signs that the asset may be impaired, impairment losses being recognised in the statement of total income. When impairment losses previously recognised cease to exist, they are reversed up to the limit of the impairment loss recognised. Any excess of cost over the fair value of the identifiable net assets as of the date of acquisition is recorded as goodwill and included in the book value of the investment. Where cost is lower than the fair value of the identifiable net assets, the difference is recognised as income in the statement of comprehensive income for the year of the acquisition.

d) Investments in other companies

Investments representing participations of less than 20%, for which there are no market values, are recorded at the lower of cost or estimated realisable value.


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2.4 Intangible assets a) Goodwill

Goodwill corresponds to the excess of cost over the fair value of the identifiable assets and liabilities of a subsidiary, associated company or jointly controlled entity as of its acquisition date. Where cost is lower than the fair value of the identifiable net assets, the difference is recognised as income in the statement of comprehensive income for the year of the acquisition. As a result of the exception established in IFRS 1, the Group did not apply retrospectively the provisions of IFRS 3 to acquisitions prior to 1 January 2004, and so goodwill arising on acquisitions prior to the transition to IFRS (1 January 2004) was maintained at the net book value as of that date determined in accordance with generally accepted accounting principles in Portugal. Goodwill is recorded as an asset and is not amortised, being reflected separately on the statement of financial position. Goodwill is tested for impairment annually and whenever there are indications of a possible loss. Impairment losses are recorded immediately as costs in the statement of comprehensive income and cannot be subsequently reversed (Note 19). Goodwill is considered in determining the gain or loss on the sale of a subsidiary, associated company or jointly controlled entity.

b) Other intangible assets

Other intangible assets, which include software (except for that related to tangible fixed assets), the cost of registering trademarks and titles, licenses and other rights, are recorded at cost less accumulated amortisation and any accumulated impairment losses. Intangible assets are only recognised when it is probable that they will generate future economic benefits for the Group, they are controllable and can be reliably measured. Internal costs relating to maintenance and development of software are expensed as incurred, except where the development costs are directly related to projects with expected future financial benefits for the Group. In such situations, these costs are capitalised under intangible assets.

Intangible assets are amortised, from the time the assets are available for use, on a straight-line basis over their estimated useful lives, which vary from three to six years.

2.5 Tangible fixed assets

Tangible fixed assets acquired up to 31 December 2004 (date of transition to IFRS) are recorded at deemed cost, which corresponds to cost or cost restated based on price indices in accordance with tax legislation in force, less accumulated depreciation. Fixed assets acquired after that date are stated at acquisition or production cost less accumulated depreciation and impairment losses. Acquisition cost is defined as the purchase price, plus related purchase costs. Estimated losses resulting from the replacement of equipment before the end of its useful life, due to technological obsolescence, are recognised as a decrease in the corresponding asset by corresponding entry to the statement of comprehensive income for the year. Current maintenance and repair costs are expensed as incurred. Improvements are only recognised as assets where they correspond to the replacement of assets which are written off, and result in increased future economic benefits.


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Tangible fixed assets are depreciated from the moment they become available for their intended use. Depreciation of cost less estimated residual value (if significant) is provided on a straight-line basis, from the month the asset becomes available for use, over the period of its expected useful life, as follows:

Years Buildings and other constructions 10 – 50 Machinery and equipment 4 – 10 Transport equipment 3 – 6 Tools and utensils 3 – 8 Administrative equipment 3 – 10 Other tangible fixed assets 4 – 8

2.6 Finance and operating leases

Leases are classified as (i) finance leases when the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee and (ii) operating leases when the lease does not transfer substantially all the risks and rewards of ownership to the lessee. Leases are classified as finance or operating based on the substance of the contracts rather than their form. Tangible fixed assets acquired under finance lease contracts, as well as the corresponding liabilities, are recorded in accordance with the financial method. Under this method, the cost of the assets is recorded under tangible fixed assets, at the lower of their fair value at the inception of the lease or the present value of the minimum lease payments by corresponding entry to liabilities. The assets are depreciated in accordance with their estimated useful lives, the lease instalments being recorded as a reduction of the liability, and interest and depreciation of the asset are recognised as costs in the statement of comprehensive income for the period to which they relate. Operating lease instalments are charged to the consolidated statement of comprehensive income over the term of the lease contract.

2.7 Investment properties Investment properties consist essentially of land held for leasing, capital appreciation or both, and not for

use in the production of goods, rendering of services or for administrative purposes.

Investment properties are initially recorded at cost including transaction costs, the Group having opted to record it at historical cost. Maintenance, repair, insurance and tax costs, as well as any income realised on investment properties are recognised in the consolidated statement of comprehensive income for the period to which they relate.

2.8 Held-for-sale assets and liabilities

Held-for-sale assets and liabilities (or discontinued operations and related group of assets and liabilities) are stated at the lower of book value or fair value less costs to sell and are classified as held-for-sale if the amount is realisable through a sales transaction rather than through continued use. This condition is considered to exist only when: (i) the sale is highly probable and the asset is available for immediate sale in its present condition; (ii) management is committed to the sale; and (iii) the sale is expected to be realised within a period of 12 months.

2.9 Financial instruments

2.9.1 Trade and other receivables Trade and other receivables are recorded at their nominal value less any impairment losses.

Impairment losses correspond to the difference between the amount initially recognised and the recoverable amount, the recoverable amount corresponding to the present value of the estimated cash flows, discounted at the effective rate, the losses being recognised in the statement of total income for the period in which they are estimated.


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2.9.2 Cash and cash equivalents Cash and cash equivalents comprise cash, term deposits and other treasury applications which

mature in less than three months that are readily convertible to cash with an insignificant risk of change in value.

For the purposes of the cash flow statement, cash and cash equivalents also include bank

overdrafts, reflected under the caption “Bank loans” on the statement of financial position. 2.9.3 Payables Payables are recorded at their nominal value, discounted for possible interest calculated in

accordance with the effective interest rate method.

2.9.4 Bank loans Bank loans are initially recognised at the amount received, net of expenses relating to their issuance

and are subsequently measured at amortised cost. Any difference between the amount received (net of issuance costs) and the amount payable is recognised in the statement of comprehensive income over the term of the loan using the effective interest rate method.

Loans that mature in less than twelve months are classified as current liabilities, unless the Group

has the unconditional right of deferring the settlement of them for more than twelve months after the date of the statement of financial position.

2.9.5 Derivative financial instruments The Group uses derivative financial instruments to hedge the financial risks to which it is exposed as

a result of variations in exchange rates. The Group does not use derivative financial instruments for speculative purposes. The use of financial derivatives is governed by the Group’s policies approved by the Board of Directors. Derivatives are measured at fair value.

The possibility of designating a financial instrument as a hedging instrument obeys the provisions of

IAS 39, as regards its documentation and effectiveness. Derivative financial instruments contracted by the Group, although contracted for hedging purposes

in accordance with the Group’s hedging policies, do not comply with all the provisions of IAS 39 as regards the possibility of qualifying for hedge accounting; as such, the variations in their fair value are recognized in the statement of comprehensive income for the period in which they occur.

2.9.6 Available-for-sale assets Financial assets classified as available for sale are initially recognized at cost, which corresponds to

the price paid including transaction costs and are subsequently stated at fair value or at cost less any impairment losses, if the fair value not be possible to reliably measurable

2.10. Inventories and program broadcasting rights

Inventories are stated at the lower of production (or acquisition cost, as applicable), or net realisable value, using the weighted average cost method. Net realisable value is estimated based on the Company’s past experience in accordance with aging and inventory turnover criteria, considering also the possibility of their future use. The Group records under the caption “Program broadcasting rights” advances made for the acquisition of programs and rights acquired from third parties to broadcast programs, by corresponding entry to the caption “Trade and other payables” when such rights come into force and the following conditions are met: - The cost of the broadcasting rights is known and can be reasonably determined;


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- The program contents have been accepted in accordance with the conditions established contractually; and

- The programs are available for broadcasting without restrictions. Program broadcasting rights correspond essentially to contracts or agreements with third parties for the exhibition of films, series and other TV programs and are stated at specific cost. The cost of programs is recognised in the statement of comprehensive income when the programs are broadcast, considering the estimated number of broadcasts and estimated benefits of each broadcast. The future financial commitments for the acquisition of programs are shown in Note 37.2. Impairment losses (Notes 24 and 34) are recognised whenever the book value of inventories or broadcasting rights is greater than the estimated recoverable amount.

2.11 Provisions and contingent liabilities

Provisions are recognised when the Group has a present obligation (legal or implied) resulting from a past event, the resolution of which will probably require expending internal resources and, the amount of which can be reasonably estimated. Provisions for restructuring costs are only recognised when a detailed formal plan exists identifying the main characteristics of the plan, after the plan has been communicated to the entities involved. The amount of provisions is reviewed and adjusted at the date of each statement of financial position so as to reflect the best estimate at that time. When any of the above mentioned conditions are not met, the corresponding contingent liability is not recorded but only disclosed (Note 36), unless a future outflow of funds affecting future financial benefits is remote, in which case it is not disclosed.

2.12 Pension liability

Some of the Group companies have assumed the commitment to grant some of their employees and executive Board Members hired up to 5 July 1993 and that were serving in 2002, pension supplements for retirement due to age and incapacity. The pensions consist of a percentage which increases with the number of years of service to the company, applied to the salary table, or a fixed percentage applied to the base salary in force in 2002. Responsibility for the payment of retirement, incapacity and survivor pensions is recorded in accordance with the provisions of IAS 19, which requires companies with pension plans to recognise the cost of granting such benefits as the services are rendered by the benefiting employees and board members. Accordingly, at the end of each accounting period the Group obtains an actuarial study made by an independent entity, in order to determine its liability at that date and the pension cost to be recognised in the period. The liability thus estimated is compared with the market value of the pension fund assets in order to determine the amount of contributions to be made or liability to be recorded. Pension costs are recorded under the caption “Employee benefits expense – Social charges” based on the amounts determined by the actuarial study, and include: - Current service cost - Interest cost - Estimated income of the assets of the funds - Recognition of actuarial gains and losses.

The effect of changes in assumptions, differences between the assumptions used and the actual amounts and between the estimated and actual income of the pension fund assets are considered as actuarial gains and losses.


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Actuarial gains and losses are recognised immediately in the statement of comprehensive income, the corridor rule established in IAS 19 not being followed.

2.13 Income tax Income tax for the year consists of current tax and deferred tax and is recorded in accordance with the provisions of IAS 12. Impresa is covered by the regime for the taxation of consolidated profit (currently known as the special regime for the taxation of groups of companies (regime especial de tributação dos grupos de sociedades - “RETGS”)), which covers all the companies in which Impresa has a direct or indirect participation of at least 90% and comply with the other conditions of the regime. The other companies of the Impresa Group not covered by the special regime for the taxation of groups of companies are taxed individually based on their taxable income at the applicable tax rates. In determining income tax cost for the year, in addition to current tax, the effect of deferred tax is also considered, calculated based on the difference between the book value of assets and liabilities at a specific time and their corresponding value for tax purposes. The Group has no operations with timing taxable differences that could generate deferred tax liabilities.

2.14 Subsidies

State subsidies are recognised at their fair value when there is a reasonable certainty that they will be received and the Group will comply with the conditions required for their concession. Operating subsidies are recognised in the statement of comprehensive income in accordance with the recognition of the corresponding costs. Investment subsidies relating to the acquisition of assets are deducted from the amount of the corresponding assets.

2.15 Revenue recognition

Income from sales (relating mainly from the sale of newspapers, magazines, books and other publications) is recognised in the consolidated statement of comprehensive income when all the risks and rewards of ownership are transferred to the buyer and the corresponding income can be reasonably quantified. Returns are recorded as a reduction of sales for the period to which they relate. Sales are recognised net of taxes, discounts and other costs relating to their realisation. Income from subscriptions to regular publications is deferred over the subscription period. Income from services rendered (essentially the sale of advertising space in newspapers, magazines, television and the Internet, and from value added services (“VAS”)) is recognised in the consolidated statement of comprehensive income when the advertising is inserted or broadcast. Services rendered are recognised at the fair value of the amount received or receivable, net of taxes, discounts and other costs relating to their realisation. Income relating to the ceding of broadcasting rights on theme channels to cable television operators is recognized in the statement of comprehensive income over the period of they are ceded. In summary:


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Income Classification Time of recognition

Sale of publications Sales When the publications are on the standsSale of books and other publications Sales When the goods are on the stands Braodcasting of advertisements Services rendered When the advertising is broadcastPublication of advertisements Services rendered When the advertising is publishedValue added services Services rendered When the services are rendered Broadcasting rights on theme channels Services rendered When the rights are ceded


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2.16 Accruals basis Costs and revenue are recorded in the period to which they relate, independently of when they are paid or received. Where the amount of costs and revenue is not known it is determined based on estimates. Interest and financial income are recognised on an accruals basis in accordance with the applicable effective interest rate.

2.17 Impairment of assets, excluding goodwill

The Group makes impairment tests of tangible and intangible fixed assets whenever events or changes in circumstances are identified that indicate that the amount of an asset may be impaired. Where such indications exist, the recoverable amount of the asset is estimated in order to determine the amount of any impairment loss. The recoverable amount is estimated for each asset individually or, when this is not possible, for the cash flow generating unit to which the asset belongs. The recoverable amount is the higher of net selling price (selling price less costs to sell) and value of use. Net selling price is the amount that could be obtained from the sale of the asset in a transaction between knowledgeable independent entities, less the costs directly attributable to the sale. Value of use is the present value of the estimated future cash flows from continued use of the asset discounted based on discount rates that reflect the present value of the principal and the specific risk of the assets. Whenever the book value of an asset exceeds its recoverable amount, an impairment loss is recognised in the statement of comprehensive income for the period to which it refers. When an impairment loss is subsequently reversed the book value of the asset is adjusted to its estimated value. However, impairment losses are reversed only up to the amount that would have been recognised had no impairment loss been recognised for the asset (net of amortisation or depreciation) in prior years. The reversal of impairment losses is recognised immediately in the statement of comprehensive income.

2.18 Foreign currency balances and transactions

Foreign currency assets and liabilities are translated to Euros at the exchange rates prevailing as of the date of the statement of financial position, published by financial institutions. Exchange gains and losses arising from differences between the historical exchange rates and those prevailing at the date of collection, payment or at the date of the statement of financial position are recorded in the statement of comprehensive income for the period.

2.19 Classification in the statement of financial position

Assets realisable and liabilities payable in less than one year from the date of the statement of financial position are classified as current assets and liabilities, respectively.

2.20 Subsequent events

Events that occur after the closing of the accounts that provide additional information of conditions that existed at that date are reflected in the consolidated financial statements. Events that occur after the closing of the accounts, that provide additional information on conditions that existed after that date, if significant, are disclosed in the notes to the financial statements.

3. CHANGES IN ACCOUNTING POLICIES AND ESTIMATES

In 2009, there were no changes in accounting policies in relation to those used in the preceding year, nor were material errors relating to prior years recognised. As a result of uncertainties inherent to the Group’s operations, the amounts estimated are based on the last reliable information available. The main estimates relate to the useful life of assets, impairment tests (goodwill and other assets), adjustments to assets and provisions, market value of financial instruments and pension liabilities. The revision of a prior year estimate is not considered as an error. Changes in estimates are only recognised prospectively in the statement of comprehensive income and, if significant, are disclosed. Estimates are determined based on the best information available as of the date of preparation of the consolidated financial statements.


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The more relevant accounting estimates reflected in the consolidated financial statements as of 31 December 2009 include: - Impairment analysis of goodwill and other assets; - The recording of provisions; - Useful lives of tangible and intangible assets; - Realization of deferred tax assets; - Dates of broadcasting of contents; - Technical actuarial assumptions and bases; - Analysis of the value of unlisted financial instruments. In 2009 there were no significant changes in the main estimates made by the Group in preparing the financial statements.

4. COMPANIES INCLUDED IN THE CONSOLIDATION The companies included in consolidation by the full consolidation method, their head offices and the

proportion of capital effectively held in them at 31 December 2009 and 2008 are as follows:

Company Head office Main activity 2009 2008

Impresa - Sociedade Gestora de Participações Sociais, S.A. (parent company ) Lisbon Holding company Parent ParentImpresa Publishing - Sociedade Gestora de Participações Sociais, S.A. ("Impresa Publishing") Lisbon Holding company 100.00% 100.00%Interjornal - Sociedade Jornalística e Editorial, Lda. ("Interjornal") (a) Lisbon Publishing - 100.00%Media Zoom - Produção Multimédia (Impresa Digital), Lda. ("Media Zoom") Lisbon Multimedia production 100.00% 100.00%Medipress Lisbon Publishing 100.00% 100.00%SIC - Sociedade Independente de Comunicação, S.A. ("SIC") Carnaxide Generalist television 100.00% 100.00%GMTS - Global Media Technology Solutions - Serviços Técnicos e Produção

Multimédia, Sociedade Unipessoal, Lda. ("GMTS") Carnaxide Rendering of services 100.00% 100.00%Soincom - Sociedade Gestora de Participações Sociais, S.A. ("Soincom") Lisbon Holding company 100.00% 100.00%Sojornal - Sociedade Jornalística e Editorial, S.A. ("Sojornal") Lisbon Publishing 100.00% 100.00%Solo - Investimentos em Comunicação, SGPS, S.A. ("Solo") Lisbon Holding company 100.00% 100.00%Publisurf - Edições e Publicidade, Lda. ("Publisurf") Lisbon Publishing 99.63% 99.63%Gesco - Gestão de Conteúdos e Meios de Comunicação Social, S.A. ("Gesco") Lisbon Contents management 100.00% 100.00%SIC INDOOR – Gestão de Suportes Publicitários, S.A. (“SIC Indoor”) (b) Carnaxide Closed circuit television 65.00% 65.00%Lisboa TV - Informação e Multimédia, S.A. ("SIC Notícias") (c) Carnaxide Cable television - 60.00%SIC Filmes, Lda. (SIC Filmes") Carnaxide Film production 51.00% 51.00%Impresa Classificados - Publicidade, Lda. ("Impresa Classificados") Lisbon Sales of Advertising 100.00% 100.00%IMPRESA-DGSM - Desenvolvimento e Gestão de Soluções Multimédia, Lda. ("Impresa DGSM") (d) Lisbon Publishing 100.00% 100.00%AEIOU - Investimentos Multimédia, S.A. ("AEIOU") (e) Porto Multimedia production 100.00% 65.00%Adtech - Advertising Technologies, Comunicação Multimédia, S.A. ("Adtech") (f) Carnaxide Closed circuit television - 85.00%Impresa Media Solutions - Sociedade Unipessoal, Lda. ("Impresa Media Solutions") Carnaxide Sales of Advertising 100.00% 100.00%Impresa Turismo e Lazer, Lda. ("Impresa Turismo") (g) Lisbon Multimedia production - 100.00%Impresa.com - Publicidade e Projectos Especiais, Lda. ("Impresa.Com") Lisbon Multimedia production 100.00% 100.00%Acting Out - Produção de Espectáculos e Eventos, Lda. ("Acting Out") Lisbon Production of shows and events 60.00% 60.00%InfoPortugal - Sistemas de Informação e Conteúdos, S.A. ("InfoPortugal") Porto Multimedia production 51.00% 51.00%DIRNET - Directório da Internet, S.A. ("Dirnet") (h) Algés Multimedia production 70.00% 51.00%NJPT Internet, Lda. ("NJPT") (i) Oeiras Internet contents - 51.00%Dialectus - Traduções Técnicas, Legendagem e Locução, Lda. ("Dialectus") (j) Carnaxide Translation, doubling and subtitles - 90.00%Terra do Nunca - Produção de Ficção Televisiva, S.A. ("Terra do Nunca") (k) Lisbon Production and realisation - 100.00%7 Graus - Sistemas de Informação, S.A. ("7 Graus") (l) Oliveira de Azeméis Multimedia production 51.00% 33.15%Edimpresa.com - Internet e Multimédia, Unipessoal, Lda. ("Edimpresa.com") (m) Oeiras Internet contents - 100.00%Hearst Edimpresa - Editora de Publicações, Lda. ("Hearst Edimpresa") Oeiras Publishing 50.00% 50.00%Comfutebol - Edições Desportivas, Lda. ("Comfutebol") Oeiras Publishing 50.00% 50.00%Office Share Oeiras Management of properties and services 100.00% 100.00%Impresa Serviços - Sociedade Unipessoal, Lda. Oeiras Financial and administrative management services 100.00% 100.00%

Percentage effectively held on

(a) Company merged into Sojornal on 19 January 2009, effective retroactively as from 1 January 2009. (b) In January 2010 liquidation of this company was registered. (c) In February 2009 the Group acquired an additional 40% participation in this company, effective as of 1

January 2009 (Note 8). In addition, on 28 December 2009 this company was merged into SIC, effective as of 1 January 2009.

(d) Company formerly named Páginas Longas - Sociedade Jornalística e Editorial, Lda.. (e) The Group acquired an additional participation of 35% (Note 8). (f) Company liquidated in November 2009 (Note 8). (g) This company was merged into Media Zoom on 28 December 2009, effective as from 1 January 2009. (h) The Group acquired an additional participation of 19% (Note 8). (i) Company sold in October 2009 (Note 8). (j) Company sold in February 2009 (Note 8). (k) Company sold in March 2009 (Note 8). (l) Increased the participation effectively held as a result of the acquisition of an additional participation in

AEIOU, as this company owns 51% of the capital of 7 Graus. (m) Company liquidated in January 2009 (Note 8).


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At 31 December 2008 iPlay, Som Livre GDA and New Media were classified as held for sale and so were excluded from the consolidated financial statements as of 31 December 2008 (Note 12). These companies were sold in the first quarter of 2009 (Notes 8 and 11). During the period from 1 January 2008 to 30 June 2008 Edimpresa, Office Share, Edimpresa.com, Hearst Edimpresa, NJPT and Comfutebol were included in the consolidated financial statements by the proportional method. In July 2008 the Group acquired an additional 50% of the capital of Edimpresa and Office Share, becoming their sole shareholder, and obtaining control of Edimpresa’s subsidiaries. Therefore, as from 1 July 2008 these companies were included in the consolidated financial statements by the full consolidation method (Notes 5 and 8). Consequently, at 31 December 2009 and 2008, the Group fully consolidated their assets and liabilities as of that date and income and costs of the second half of 2008 and 2009, and consolidated proportionally 50% of their income and costs of the first half of 2008. In addition, the consolidated statement of comprehensive income for the year ended 31 December 2009 includes the effect of full consolidation of the operations of the subsidiaries sold and liquidated up to the time that took place.

5. COMPANIES CONSOLIDATED BY THE PROPORTIONAL METHOD

The consolidated financial statements as of 31 December 2009 do not include any company consolidated by the proportional method. The companies included in the consolidation by the proportional method, their head offices and the proportion of capital effectively held by the Group in them from 1 January 2008 to 30 June 2008 were as follows:

Percentage effectively held

onCompany Head office Main activity 30-06-2008

Edimpresa and subsidiaries: Oeiras Publishing 50.00%Edimpresa.com Oeiras Internet contents 50.00%Hearst Edimpresa Oeiras Publishing 25.00%NJPT Oeiras Internet contents 25.50%

Office Share Oeiras Management of properties and services 50.00%

These are the effective percentages during the first half of 2008. Costs and revenue and cash flows up to 30 June 2008 have been consolidated by the proportional method. Assets and liabilities, cash flows and revenue and costs as from the second half of 2008 have been consolidated by the full consolidation method (Note 4).

6. ASSOCIATED COMPANIES The companies included in the consolidation in accordance with the equity method, their head offices and

the proportion of capital effectively held by the Group in them at 31 December 2009 and 2008 are as follows:

Company Head office 2009 2008

Vasp – Distribuidora de Publicações, Lda. (“Vasp”) (a) Queluz 33.33% 33.33%Lusa – Agência de Notícias de Portugal, S.A. (“Lusa”) (a) Lisboa 22.35% 22.35%Castillo de Elsinor, S.L. ("Castillo de Elsinor") (a) Barcelona 20.00% 20.00%Visapress - Gestão de Conteúdos dos Media, C.R.L. ("Visapress") (b) Lisboa 30.00% -

Percentage effectivelyheld in

(a) These participations are held directly by Impresa.


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(b) Management of contents cooperative founded in 2009 participated in by Impresa, Medipress and Sojornal (Note 8).


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7. OTHER COMPANIES The investments in other companies and the proportion of capital held by the Group in them at 31

December 2009 and 2008 are as follows:

Company 2009 2008

PTDP – Plataforma de Televisão Digital Portuguesa, S.A. (“PTDP”) (a) - 10.00%NP - Notícias de Portugal, C.R.L. (“NP”) (b) 10.71% 8.93%

Percentage effectivelyheld in

These investments are recorded at the lower of cost or estimated realisable value:

(a) Company liquidated in 2009.

(b) Investment held by Sojornal, SIC and Medipress.

8. CHANGES IN THE CONSOLIDATION PERIMETER, ACQUISITIONS AND SALES OF PARTICIPATIONS

IN SUBSIDIARIES

The following changes took place in the Group’s consolidation perimeter in the year ended 31 December 2009: - Sale of the participation in Dialectus, including supplementary capital contributions of 270,000 Euros, for

540,000 Euros resulting in a gain of 113,995 Euros reflected in the caption “Other operating income” (Note 11). The amount of 540,000 Euros receivable from the sale is payable in 36 monthly successive instalments of 15,000 Euros each. The discounted value of the receivable at 31 December 2009 amounted to 436,815 Euros (Note 26).

- Sale of all the capital of Terra do Nunca for 1,717,230 Euros, with a discounted value of 1,703,293 Euros,

resulting in a gain of 716,942 Euros reflected in the caption “Other operating income” (Note 11). Of that amount 1,238,730 Euros has already been received, the balance of 464,563 Euros being payable on 31 March 2010 (Notes 4 and 26).

- Sale of the participation in New Media, including shareholders loans of 190,000 Euros, for 341,480 Euros,

received in full in 2009, resulting in a gain of 124,956 Euros reflected in the caption “Other operating income” (Note 11).

- Sale of all the capital in iPlay including supplementary capital contributions for 3 Euros, resulting in a gain

of 63,767 Euros, reflected in the caption “Other operating income” (Note 11). In addition, the Group had granted supplementary capital contributions of 1,000,000 Euros to iPlay, of which 150,000 Euros was received at the time of sale and the balance is receivable in 35 instalments of 24,286 Euros each. The discounted amount receivable at 31 December 2009 amounts to 613,845 Euros (Note 26).

- Sale of the 51% participation in NJPT including supplementary capital contributions for 15,770 Euros,

received in 2009, no gain or loss having been realised (Note 4). - Acquisition of an additional 40% participation in SIC Noticias from ZON Conteúdos – Actividade de

Televisão e de Produção de Conteúdos, S.A. (“ZON Conteúdos”) for 20,000,000 Euros corresponding to a discounted amount of 19,792,303 Euros resulting in goodwill of 17,324,797 Euros (Note 19). In February 2009 the Group paid 6,666,666 Euros, the balance being payable in two instalments of 6,666,667 Euros and 6,458,970 Euros payable in February 2010 and February 2011, respectively (Note 4). This acquisition was recorded effective as of 1 January 2009, considered as the date of acquisition. At 31 December 2009, the amount of 13,125,637 Euros was still to be paid (Note 33).

- In January 2009 Edimpresa.com was liquidated (Note 4). - In November 2009 Adtech was liquidated (Note 4).


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- In July 2009 AEIOU had a capital increase through the issuance of 1,060,000 new shares subscribed for and realized by the shareholders, corresponding to 1,060,000 Euros, of which 868,550 Euros was realized by Media Zoom, 676,800 Euros being realized in cash and 191,750 Euros by the conversion of loans into capital, resulting in an additional participation of 8.31%. In addition, in November 2009 Media Zoom acquired the remaining 26.69% of the capital of AEIOU for 90,000 Euros, becoming the sole shareholder of the company. The capital increase and additional participation in AEIOU generated goodwill of 63,275 Euros (Notes 4 and 19).

- Capital increase in Dirnet through the issuance of 167,325 new shares subscribed for and realized only by

Media Zoom for 33,465 Euros, resulting in the acquisition of an additional participation of 19% and giving rise to goodwill of 42,284 Euros (Notes 4 and 19).

- Foundation of the cooperative Visapress through the subscription and realisation of 30,000 Euros of its

capital out of a total of 50,000 Euros (Notes 6 and 21). The changes in the consolidation perimeter in the year ended 31 December 2009, excluding goodwill, resulted from the sale of the participations in Dialectus, Terra do Nunca and NJPT. The impact resulting from these changes corresponds to decreases in the following captions: NON-CURRENT ASSETS:

Intangible assets (Note 19) 750Tangible fixed assets (Note 20) 2,059,984Deferred tax assets (Note 17) 677,173

2,737,907

CURRENT ASSETS:Program broadcasting rights 1,134,577Trade and other receivables 681,754Other current assets 771,958Cash and cash equivalents 139,262

2,727,5515,465,458

NON-CURRENT LIABILITIES:Loans obtained 300,000Finance leases 699,908

Total non-current liabilities 999,908CURRENT LIABILITIES:

Trade and other payables 1,135,319Other current liabilities 2,667,835

Total current liabilities 3,803,1544,803,062



TOTAL LIABILITIES

In addition, the effect of the companies sold in the year ended 31 December 2009, on the consolidated financial statements of that period, were as follows: - Loss incorporated 724,732

- Total income 6,186,975

- Negative cash-flow 53,610


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The participations acquired and entities founded in 2009 were as follows:

Additional Net profit/(loss)profit/(loss) for the

Month of incorporated in the year endedacquisition/ Percentage consolidation 31 December

Company incorporation acquired process 2009

SIC Notícias January 40.00% 2,619,536 6,548,839AEIOU July and November 35.00% (40,308) (342,340)Dirnet July 19.00% (27,937) (170,639)

The following changes took place in the Group’s consolidation perimeter in the year ended 31 December 2008: - Participation in the incorporation of Acting Out, through the subscription of 60% of its capital,

corresponding to an investment of 30,000 Euros; - Participation in the incorporation of Impresa Serviços, through the subscription of 100% of its capital,

corresponding to an investment of 50,000 Euros; - Acquisition of an additional participation of 70% of the share capital of Terra do Nunca, for 3,232,300

Euros, generating goodwill of 956,118 Euros (Note19); - Acquisition of an additional participation of 40% in Páginas Longas, for 17,474 Euros; - Acquisition of an additional participation of 14.9% in AEIOU, for 595,882 Euros, generating goodwill of

623,281 Euros (Note 19); - Acquisition of an additional participation of 12% in Adtech for 302,358 Euros, generating goodwill of

159,009 Euros (Note 19); - Acquisition of an additional participation of 50% in Edimpresa for 23,000,000 Euros, generating goodwill of

18,880,961 Euros (Note 19); - Acquisition by AEIOU of a 51% participation in 7 Graus for 433,551 Euros, generating goodwill of 403,514

Euros (Note 19); - Acquisition of an additional participation of 50% in Office Share for 3,500,000 Euros (2,150,000 Euros

relating to supplementary capital contributions made by the former partner), the purchase price difference having been allocated to the fair value of the building owned by Office Share (Note 19);

- Acquisition of an additional participation of 0.25% in Publisurf for 1,000 Euros; - Acquisition of a participation of 20% in Castillo de Elsinor for 1,549,075 Euros, generating goodwill of

1,168,580 Euros (Note 21).

9. SEGMENT REPORTING

The Group adopted IFRS 8 – Operating segments as from 1 January 2009. This standard requires that, upon identification of segments, consideration be given to the financial information reported internally to the Board of Directors that serves to assess the performance of the businesses and the taking of decisions as to the allocation of the assets. The segments identified by the Group for segment reporting is based on the combination of the differences in the products and services and differences in the legal backgrounds and are consistent with the form in which the Board of Directors analyses its business, there being no variations after this standard comes into force, in relation to the information previously reported by the Group. During the year ended 31 December 2008, as a result of the acquisition of an additional 50% participation in Edimpresa (which was merged into Medipress), the Group started consolidating this company and its subsidiaries in accordance with the full consolidation method. As a result of this change in the consolidation


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perimeter and the strategic and operational reorganization of several publications, the Group decided to merge the segments Magazines and Newspapers into the segment “Publishing”. Therefore, considering these factors, the Group has identified the following reporting segments: Television – The Group is the sole shareholder of SIC that broadcasts in open signal and by cable, under broadcasting licences, the television channels “SIC”, “SIC Notícias”, “SIC Radical”, “SIC Internacional”, “SIC Mulher” and SIC K. In addition, the Group includes GMTS, SIC Filmes and SIC Indoor in this segment. Publishing – The Group publishes a wide range of newspapers and magazines covering several themes, including business, politics and society, including, among others, the weekly newspaper “Expresso”, and the magazines “Visão”, “Exame” and “Caras”. In addition, the Group includes in this segment Impresa Classificados and Gesco. Digital – The Group produces and distributes contents in digital form for multiple platforms, through its portals and sites “AEIOU”, “Olhares” and “Dirnet” and “Digital Guest Services” for the hotel industry. The Group also includes in this segment, InfoPortugal which operates in the area of digital mapping. Others – Includes the Group’s holding companies, part of Media Zoom, Acting Out, Impresa Serviços and Impresa.com, Impresa Media Solutions and Office-Share. In the Publishing segment, sales to VASP contributed 14% and 12%, respectively, of the Group’s revenue reflected in the statement of comprehensive income for the years ended 31 December 2009 and 2008, corresponding to 35,332,955 Euros and 33,116,951 Euros, respectively (Note 38). VASP is an intermediary between the publishers and the distribution network to the final customer, in which Impresa has a 33.33% participation (Note 6). In addition, advertising revenue results essentially from purchases from Group companies by five media companies, that operate as intermediaries between the advertiser and the social communication entities. Inter-segment transactions are recorded using the same principles as transactions with third parties. The accounting policies of each segment are the same as those of the Group. a) Reporting by main segment – Business segment:

31 December 2009:

Total Consolidated Television Publishing Digital Other segments Eliminations total

Operating revenueServices rendered - external costumers 151,500,660 45,221,753 2,817,308 2,963,224 202,502,945 - 202,502,945Services rendered - intersegment 1,221,730 2,081,826 518,217 6,736,786 10,558,559 (10,558,559) -Sales - external costumers - 43,113,991 2,475,415 - 45,589,406 - 45,589,406Sales - intersegment - 869 61,268 - 62,137 (62,137) -Other operating revenue - external costumers 2,597,021 1,493,286 517,886 515,686 5,123,879 - 5,123,879Other operating revenue - intersegment 125,163 - - 1,553,203 1,678,366 (1,678,366) -

Total operating revenue 155,444,574 91,911,725 6,390,094 11,768,899 265,515,292 (12,299,062) 253,216,230

Operating expenses:Cost of programs broadcast and goods sold (75,511,864) (15,536,716) (1,854,016) (2,208) (92,904,804) 62,137 (92,842,667)External supplies and services (28,336,890) (38,945,703) (1,627,930) (6,360,129) (75,270,652) 12,236,925 (63,033,727)Employee benefits expense (26,663,978) (24,705,577) (2,108,992) (6,183,450) (59,661,997) - (59,661,997)Amortisation and depreciation

of tangible and intangible fixed assets (6,444,181) (1,039,126) (1,260,480) (629,981) (9,373,768) - (9,373,768)Impairment losses - - (42,283) - (42,283) - (42,283)Provisions (1,211,216) (337,909) (126,929) - (1,676,054) - (1,676,054)Other operating costs (1,067,245) (728,208) (266,246) (650,761) (2,712,460) - (2,712,460)

Total operating expenses (139,235,374) (81,293,239) (7,286,876) (13,826,529) (241,642,018) 12,299,062 (229,342,956)

Operating profit/(loss) 16,209,200 10,618,486 (896,782) (2,057,630) 23,873,274 - 23,873,274Financial items:

Gains and losses on associated companies - - - 174,699 174,699 - 174,699Other financial items (2,850,449) (1,963,379) (541,041) (7,213,104) (12,567,973) - (12,567,973)

(2,850,449) (1,963,379) (541,041) (7,038,405) (12,393,274) - (12,393,274)Operating profit/(loss) before taxes and minority interest 13,358,751 8,655,107 (1,437,823) (9,096,035) 11,480,000 - 11,480,000

Income tax (3,874,860) (2,495,252) 561,567 1,981,817 (3,826,728) - (3,826,728)Minority interest (16,558) 107,936 17,795 20,568 129,741 - 129,741

Segment profit/(loss) 9,467,333 6,267,791 (858,461) (7,093,650) 7,783,013 - 7,783,013


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31 December 2008:


Operating revenueServices rendered - external costumers 169,143,008 55,808,092 3,194,455 542,360 228,687,915 - 228,687,915Services rendered - intersegment 899,211 857,386 517,243 3,655,531 5,929,371 (5,929,371) -Sales - external costumers - 38,382,828 2,419,888 - 40,802,716 - 40,802,716Other operating revenue - external costumers 1,031,416 566,321 520,600 1,475,222 3,593,559 - 3,593,559Other operating revenue - intersegment 474,943 - - 1,037,872 1,512,815 (1,512,815) -

Total operating revenue 171,548,578 95,614,627 6,652,186 6,710,985 280,526,376 (7,442,186) 273,084,190

Operating expenses:Cost of programs broadcast and goods sold (87,187,703) (16,295,977) (1,988,410) - (105,472,090) - (105,472,090)External supplies and services (31,497,881) (40,518,702) (3,283,350) (2,856,032) (78,155,965) 7,442,186 (70,713,779)Employee benefits expense (33,572,831) (30,275,823) (2,986,954) (4,378,706) (71,214,314) - (71,214,314)Amortisation and depreciation

of tangible and intangible fixed assets (7,528,623) (1,036,041) (980,457) (615,884) (10,161,005) - (10,161,005)Provisions (1,743,745) (1,411,357) (196,798) (400,000) (3,751,900) - (3,751,900)Impairment losses (12,948,163) (402,948) (804,129) - (14,155,240) - (14,155,240)Other operating costs (686,056) (1,201,297) (116,122) (565,475) (2,568,950) - (2,568,950)

Total operating expenses (175,165,002) (91,142,145) (10,356,220) (8,816,097) (285,479,464) 7,442,186 (278,037,278)Operating profit/(loss) (3,616,424) 4,472,482 (3,704,034) (2,105,112) (4,953,088) - (4,953,088)

Financial items:Gains and losses on associated companies (110,631) - - (160,442) (271,073) - (271,073)Other financial items (2,440,172) (1,940,250) (463,642) (11,382,501) (16,226,565) - (16,226,565)

(2,550,803) (1,940,250) (463,642) (11,542,943) (16,497,638) - (16,497,638)O Operating profit/(loss) before taxes and minority interest (6,167,227) 2,532,232 (4,167,676) (13,648,055) (21,450,726) - (21,450,726)

Income tax 1,013,817 (1,311,573) 741,321 3,170,008 3,613,573 - 3,613,573Minority interest (2,091,679) 45,027 415,612 154,413 (1,476,627) - (1,476,627)

Loss on discontinuing operations (Note 12) (5,882,854) - (1,702,788) - (7,585,642) - (7,585,642)Segment profit/(loss) (13,127,943) 1,265,686 (4,713,531) (10,323,634) (26,899,422) - (26,899,422)

The results of discontinuing operations included in the financial statements as of 31 December 2008 are shown in Note 12. Assets, liabilities and other significant information by segment and reconciliation to the consolidated totals are as follows: 31 December 2009:


Goodwill 17,499,139 39,220,083 403,514 280,462,253 337,584,989 - 337,584,989Investments in associated companies 6,234 22,467 - 5,571,066 5,599,767 - 5,599,767Other assets 117,418,237 30,998,017 11,720,844 24,858,743 184,995,841 (24,203,359) 160,792,482

Total assets 134,923,610 70,240,567 12,124,358 310,892,062 528,180,597 (24,203,359) 503,977,238

Bank loans 27,726,547 36,195,368 14,390,000 158,090,986 236,402,901 - 236,402,901Other liabilities 74,292,499 31,949,934 3,224,473 33,108,697 142,575,603 (24,203,359) 118,372,244

Total liabilities 102,019,046 68,145,302 17,614,473 191,199,683 378,978,504 (24,203,359) 354,775,145

Other information:Increases in tangible fixed assets (Note 20) 3,589,913 177,018 1,063,261 226,653 5,056,845 - 5,056,845Depreciation and amortisation for the year 6,444,181 1,039,126 1,260,480 629,981 9,373,768 - 9,373,768Inpairment losses and decreases in realisable value

recognised in the statement of comprehensive income 130,939 491,453 209,220 4,481 836,093 - 836,093Reversal of impairment losses and decreases in

realisable value recognised in the statement of comprehensive income (41,544) - (73) (13,223) (54,840) - (54,840)Average number of personnel 541 605 82 100 1,328 - 1,328

The column “Others” corresponds to assets and liabilities recorded by Impresa and other sub-holding companies of the Group, the activities of which consist essentially of managing investments, and so the corresponding assets include goodwill relating to the television, publishing and digital segments in the amounts of 256,515,098 Euros, 20,724,100 Euros and 3,223,055 Euros respectively, as well as the corresponding bank loans used to acquire the investments.


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31 December 2008:


Goodwill 777,280 39,220,083 403,514 280,398,978 320,799,855 - 320,799,855Investments in associated companies 11,235 12,466 - 5,456,514 5,480,215 - 5,480,215Other assets 127,876,334 31,717,714 10,888,019 27,484,493 197,966,560 (11,194,918) 186,771,642Assets held for sale 5,281,183 - 738,180 - 6,019,363 - 6,019,363

Total assets 133,946,032 70,950,263 12,029,713 313,339,985 530,265,993 (11,194,918) 519,071,075

Bank loans 27,793,620 46,408,833 13,873,511 162,530,024 250,605,988 - 250,605,988Other liabilities 71,947,963 30,065,892 2,261,014 22,430,364 126,705,233 (11,194,918) 115,510,315Liabilities held for sale 7,235,007 - 711,655 - 7,946,662 - 7,946,662

Total liabilities 106,976,590 76,474,725 16,846,180 184,960,388 385,257,883 (11,194,918) 374,062,965

Other information:Increases in tangible fixed assets (Note 20) 4,901,453 438,638 1,243,835 1,457,551 8,041,477 - 8,041,477Depreciation and amortisation for the year 7,528,623 1,036,041 980,457 615,884 10,161,005 - 10,161,005Inpairment losses and decreases in realisable value

recognised in the statement of comprehensive income 13,166,379 1,386,695 817,937 414,984 15,785,995 - 15,785,995Reversal of impairment losses and decreases in

realisable value recognised in the statement of comprehensive income (23,857) (2,492,644) (2,293) (56,594) (2,575,388) - (2,575,388)Average number of personnel 691 602 106 75 1,474 - 1,474

The column “Others” corresponds to assets and liabilities recorded by Impresa and other sub-holding companies of the Group, the activities of which consist essentially of managing investments, and so the corresponding assets include goodwill relating to the television, publishing and digital segments in the amounts of 256,515,098 Euros, 20,724,100 Euros and 3,158,780 Euros respectively, as well as the corresponding bank loans used to acquire the investments.

b) Reporting by secondary segments – Geographic markets:

Operating revenue by geographic market for the years ended 31 December 2009 and 2008 are as follows:

2009 2008 2009 2008 2009 2008

Services rendered - external costumers (Note 10) 196,901,737 222,561,594 5,601,208 6,126,321 202,502,945 228,687,915Sales - external costumers (Note 10) 45,569,085 40,789,094 20,321 13,622 45,589,406 40,802,716Other operating revenue - external costumers (Note 11) 5,123,879 3,593,559 - - 5,123,879 3,593,559

Total operating revenue 247,594,701 266,944,247 5,621,529 6,139,943 253,216,230 273,084,190

Portugal Other markets Consolidated total

At 31 December 2009 and 2008 there was no acquisitions of non-current assets relating to the geographic segment “Other markets”. In addition, more than 99% of the Group’s assets at 31 December 2009 and 2008 relate to the Portugal geographic segment.


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10. SALES AND SERVICES RENDERED BY ACTIVITY

Sales and services rendered for the years ended 31 December 2009 and 2008 were as follows:

2009 2008Services rendered:

Television:Advertising 92,725,199 109,198,449Cable channels 42,488,831 38,059,841Multimedia 13,600,619 16,312,054Merchandising 1,343,389 1,475,997Other 1,342,622 4,096,667

151,500,660 169,143,008

Publishing:Advertising 44,835,121 55,489,901Other 386,632 318,191

45,221,753 55,808,092

Digital:Digital mapping 1,510,146 1,404,437DGS 703,029 326,315Others 604,133 1,463,703

2,817,308 3,194,455

Other 2,963,224 542,360Total services rendered 202,502,945 228,687,915

Sales:Publications 34,498,639 32,392,203Others - publishing 8,615,352 5,990,625Others - digital 2,475,415 2,419,888

Total sales 45,589,406 40,802,716

Total services rendered and sales 248,092,351 269,490,631


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11. OTHER OPERATING REVENUE AND EXPENSES

Other operating revenue for the years ended 31 December 2009 and 2008 was as follows:

2009 2008

Supplementary income and other operating income 1,634,835 3,017,304Reversal of provisions (Note 34) 1,585,579 253,414Gain on the sale of investments (a) 892,126 -

Gain on the return of the excess funding of the pension fund (b) 800,000 -Operating subsidies 169,722 96,827Reversal of adjustments (Note 34) 41,617 -Capitalised own work - 226,014

5,123,879 3,593,559

(a) This caption includes gain on the sale of investments in Terra do Nunca, Dialectus and New Media, in

the amounts of 716,942 Euros, 113,995 Euros and 124,956 Euros, respectively and the loss on the sale of the investment in iPlay, in the amount of 63,767 Euros (Nota 8).

(b) Following a request by the Company, Instituto de Seguros de Portugal authorised the return of part of the excess of the pension fund, as it was confirmed that that amount of the excess was not reversible (Note 37).

Other operating expenses for the years ended 31 December 2009 and 2008 were as follows:

2009 2008

Taxes 899,810 736,516Impairment losses - accounts receivable (Note 34) 793,809 821,992Losses on the sale of fixed assets 46,555 174,812Reversal of impairment losses - accounts receivable (Note 34) - (727,603)Other operating expenses (a) 972,286 1,563,233

2,712,460 2,568,950

(a) At 31 December 2009 and 2008, this caption included, approximately 273,000 Euros and

435,000 Euros, respectively, relating to offers and donations by the Group media to third parties.

12. RESULTS OF DISCONTINUING OPERATIONS AND HELD-FOR-SALE ASSETS AND LIABILITIES At 31 December 2009 there were no activities classified as discontinuing operations. At 31 December 2008, the following participated companies were classified as discontinuing operations (Note 4):

Efective percentage Efective percentageof capital held of capital held

2009 2008

iPlay (a) - 100.00%Som Livre GDA (a) - 100.00%New Media (b) - 90.04%

(a) At the end of 2008 the Board of Directors approved the sale of iPlay, which was the sole shareholder of

Som Livre GDA, a plan with that objective having been initiated, that was concluded in March 2009.


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(b) At the end of 2008 the Board of Directors approved the sale of this company, a plan with that objective having been initiated, that was concluded in February 2009.

At 31 December 2008 the assets and liabilities of these companies were classified as held for sale, and recorded at the lower of cost and estimated fair value less costs to sell, the impairment losses deemed necessary having been recognized. The results of the discontinuing operations for that year were as follows: iPlay (includes iPlay and Som Livre GDA) 5,882,854New Media 1,702,788

7,585,642

13. COST OF PROGRAMS BROADCAST AND GOODS SOLD

The cost of programs broadcast and goods sold in the years ended 31 December 2009 and 2008 were as follows:

2009 2008

Programs broadcast 75,511,864 87,180,807Raw materials consumed 11,206,093 11,256,881Goods sold 6,124,710 8,431,814Impairment of inventories (Notes 24 and 34) - 393,779Reversal of impairment of inventories (Notes 24 and 34) - (1,791,191)

92,842,667 105,472,090

14. EXTERNAL SUPPLIES AND SERVICES

This caption for the years ended 31 December 2009 and 2008 was made up as follows:

2009 2008

Subcontracts 14,622,349 16,864,207Articles to be offered (prizes) 2,814,762 3,029,161Leases and rents 4,160,966 5,388,568Communication 7,002,221 7,619,814Fees 5,472,654 6,897,849Maintenance and repairs 3,739,194 4,445,960Advertising 3,600,597 4,441,946Specialised work 12,569,630 13,361,078Others 9,051,354 8,665,196

63,033,727 70,713,779

15. EMPLOYEE BENEFITS EXPENSE

Employee benefits expense for the years ended 31 December 2009 and 2008 is made up as follows:

2009 2008

Personnel salaries 47,591,612 49,163,018Charges on remuneration and other personnel costs 11,598,630 12,488,177Indemnities 471,755 9,563,119

59,661,997 71,214,314

During the years ended 31 December 2009 and 2008 the average number of employees of the companies

included in consolidation was 1,328 and 1,474, respectively.


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16. NET FINANCIAL EXPENSES Net financial expenses for the years ended 31 December 2009 and 2008 are made up as follows:

2009 2008Losses and gains on group and associated companies: (a)Losses on associated companies - (286,938)Gains on associated companies 174,699 15,865

174,699 (271,073)Interest and other financial costs: Interest expenses (10,927,262) (15,790,881)Adjustment to available-for-sale assets (Note 22) (944,290) -Foreign exchange losses (862,507) (605,327)Loss on the valuation of derivative instruments (Note 35) - (38,001)Other financial costs (b) (295,354) (568,068)

(13,029,413) (17,002,277)Other financial income:Interest income 67,029 573,776Foreign exchange gains 39,873 24,285Gain from the sale of investments 29,637 40,623Other financial income( c) 324,901 137,028

461,440 775,712Net financial expenses (12,393,274) (16,497,638)

(a) This caption is made up as follows::

2009 2008

Vasp (Note 21) 76,661 7,215Lusa (Note 21) 94,035 (176,307)Castillo de Elsinor (Note 21) 4,003 8,650

174,699 (160,442)Terra do Nunca (i) - (110,631)

174,699 (271,073)

(i) This amount relates to the equity method of accounting relating to this company up to the time the

Group acquired control over its financial and operating policies (31 March 2008)

(b) This caption corresponds essentially to bank charges.

(c) This caption includes 304,165 Euros relating to discounting of non-current balances. 17. DIFFERENCES BETWEEN THE ACCOUNTING AND TAX RESULTS

Impresa and its subsidiaries are subject to corporate income tax at the rate of 12.5% up to the amount of taxable income of 12,500 Euros, the excess being subject to corporate income tax at the rate of 25%, plus a Municipal Surcharge of 1.5% of taxable income, resulting in a maximum aggregate tax rate of 26.5%. Additionally, because of their legal form, some Group companies are subject to the tax legislation covering holding companies (“Sociedades Gestoras de Participações Sociais”). In accordance with this legislation, the gains and losses in group companies resulting from the application of the equity method, dividends received from participated companies, amortisation of goodwill arising on the acquisition of investments and financial expenses relating to the acquisition of investments, are not considered for tax purposes. Impresa is subject to corporate income tax under the special regime for the taxation of groups of companies (Regime Especial de Tributação dos Grupos de Sociedades - “RETGS”) with its subsidiaries Impresa Publishing, Soincom, Solo, Sojornal, Medipress, Publisurf, Impresa Classificados, Media Zoom, SIC,


24

GMTS, Impresa Media Solutions, Impresa.Com and Impresa Serviços, under the Special Regime for the Taxation of Groups of Companies.

The remaining subsidiaries, not covered by this regime, are subject to income tax on an individual basis,

based on their respective taxable results at the applicable tax rates. The Group’s management believes that any adjustment resulting from revisions/inspections by the Tax Authorities of the Group’s tax returns, will not have a significant effect on the consolidated financial statements as of 31 December 2009.

The Group records deferred taxes resulting from temporary differences between the accounting and tax bases of its assets and liabilities. Deferred tax assets at 31 December 2009 and 2008 are as follows:

a) Temporary differences – Changes in deferred tax assets

31 December 2009:

Provisions ImpairmentAdjustments to for other Tax losses Impairment losses on

Accrued Accounts Adjustments to risks and carried losses on investmentexpenses receivable inventories charges forward investments properties Total

Balance at 31 December 2008 26,227 430,340 3,630,241 552,187 2,820,505 402,794 17,146 7,879,440Increases/decreases - 82,927 (485,458) (220,363) (1,730,250) (402,794) - (2,755,938)Changes in consolidation perimeter (Note 8) - - - - (677,173) - - (677,173)

Balance at 31 December 2009 26,227 513,267 3,144,783 331,824 413,082 - 17,146 4,446,329

Deferred tax assets

31 de Dezembro de 2008:

Provisions ImpairmentAdjustments to for other Tax losses Impairment losses on

Accrued Accounts Adjustments to risks and carried losses on investmentexpenses receivable inventories charges forward investments properties Total

Balance at 31 December 2007 814,123 79,924 296,729 134,831 396,329 114,230 17,146 1,855,771Increases/decreases (778,277) 272,165 3,238,439 418,418 2,759,287 288,564 - 6,196,137Changes in consolidation perimeter (9,619) 78,251 95,073 (1,062) (335,111) - - (172,468)

Balance at 31 December 2008 26,227 430,340 3,630,241 552,187 2,820,505 402,794 17,146 7,879,440

Deferred tax assets

Deferred taxes to be recorded in accordance with IAS 12 - “Income Taxes” correspond essentially to taxed adjustments existing at 31 December 2009.

Previous Previous2009 years 2009 years Total

Medipress subsidiaries - - 111,289 237,242 348,531Impresa DGSM 119,885 - - 64,109 183,994AEIOU 428,212 1,039,732 - - 1,467,944Dirnet - - 14,858 261,401 276,259Acting out 64,494 - - 383,896 448,390Impresa Media Solutions - - - 95,528 95,528

612,591 1,039,732 126,147 1,042,176 2,820,646Tax rate 25% 25%

153,148 259,934

of deferred taxes for purposes of deferred taxes

Tax losses carried forwardTax losses not considered considered for purposes


25

Tax losses carried forward of 2,820,646 Euros at 31 December 2009, expire as follows:

Tax losses Tax losses considered for not considered for deferred taxes deferred taxes Total

2012 - 31,722 31,7222013 160,808 224,212 385,0202014 878,924 786,242 1,665,1662015 612,591 126,147 738,738

1,652,323 1,168,323 2,820,646

b) Reconciliation of the tax rate

Income tax for the years ended 31 December 2009 and 2008 is as follows:

2009 2008

Profit/(loss) before tax 11,480,000 (21,450,726)Nominal income tax rate 25% 25%

2,870,000 (5,362,682)

Tax losses used - (11,557)Tax losses carried forward 31,537 396,716Permanent differences (i) 328,565 1,036,477Income tax adjustments (ii) 269,916 327,473Municipal surcharge 326,710 -Income tax 3,826,728 (3,613,573)

Effective income tax rate 33.33% 16.85%

Current income tax (iii) 1,070,790 2,582,564Deferred income tax for the year 2,755,938 (6,196,137)

3,826,728 (3,613,573)

(i) At 31 December 2009 and 2008 this amount was made up as follows:

2009 2008

Impairment losses - goodwill (Note 34) 42,284 2,322,204Effect of the equity method of accounting (Note 16) (174,699) (271,073)Penalties 19,025 117,990Minority interest impairment losses (Note 34) - 103,475Non tax deductible amortisation and depreciation 64,041 41,130Tax capital gains 711 123Non tax deductible provisions 1,248,612 50,032Tax capital losses (2,816,086) -Accounting capital losses 753,190 38,624Confidential and/or undocumented expenses 54,070 15,171Accounting capital gains (130,007) (72,287)Other, net 2,253,119 1,800,519

1,314,260 4,145,908 Nominal income tax rate 25% 25%

328,565 1,036,477


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(ii) This amount corresponds to the autonomous taxation of certain expenses. (iii) This amount was made up as follows at 31 December 2009 and 2008:

2009 2008

Estimated income tax recorded under other current assets (Note 26) 970,533 442,348Estimated income tax recorded under other current liabilities (Note 33) 100,257 2,140,216

1,070,790 2,582,564

18. EARNINGS PER SHARE

Basic and diluted earnings per share for the years ended 31 December 2009 and 2008 were computed based on the following information:

2009 2008

Number of sharesWeighted average number of shares for purposes of computing

basic earnings per share 168,000,000 168,000,000

2009 2008

EarningsEarnings for purposes of computing basic earnings per share (net profit/(loss) for the year) 7,783,013 (26,899,422)

Adjustments:Result after tax of discontinuing operations - (7,585,642)

Results for computing basic earnings per shareexcluding discontinuing operations 7,783,013 (19,313,780)

Earnings per share from continuing operations:Basic 0.0463 (0.1150)Dilluted 0.0463 (0.1150)

Earnings per share from discontinuing operations:Basic - (0.0452)Dilluted - (0.0452)

Earnings per share:Basic 0.0463 (0.1601)Dilluted 0.0463 (0.1601)


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19. INTANGIBLE ASSETS a) Goodwill

During the years ended 31 December 2009 and 2008, the changes in goodwill were as follows: 31 December 2009: Balance at 31 December 2008 320,799,855Acquisitions (i) 17,430,356Sales (ii) (602,938)Impairment losses (iii) (42,284)Balance at 31 December 2009 337,584,989

(i) Goodwill generated on the following acquisitions (Note 8):

Percentage of Date ofCompany Goodwill participation acquired acquisition

SIC Notícias 17,324,797 40.00% JanuaryAEIOU 63,275 35.00% July and NovemberDirnet 42,284 19.00% July

17,430,356

The Group did not detect significant differences between the fair value of assets and liabilities acquired and their book values for purposes of determining goodwill resulting from the acquisitions made in 2009. The Group has not early adopted, the revisions to IFRS 3 and IAS 27 which are of mandatory application only for years beginning on or after 1 July 2009.

(ii) Decrease due to the sale of the participation in Dialectus (Note 8).

(iii) The impairment losses result from the additional goodwill generated by the increase in capital of

Dirnet (Note 8).

31 December 2008: Balance at 31 December 2007 293,910,184Acquisitions (i) 21,128,745Impairment losses (ii) (4,408,635)Changes in perimeter(iii) 10,169,561

Balance at 31 December 2008 320,799,855

(i) Goodwill genarated on the following acquisitions (Note 8):

Percentage of Date of

Company Goodwill participation acquired acquisition

Edimpresa 18,880,961 50.00% JulyTerra do Nunca 956,118 60.00% AprilAEIOU 623,281 14.90% May7 Graus 403,514 33.15% JulyAdtech 159,009 12.00% MarchNew Media 105,862 11.54% January

21,128,745


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(ii) The impairment losses were as follows:

Impairment losses:

iPlay 1,746,458New Media 339,973

2,086,431Terra do Nunca (Note 34) 956,118AEIOU (Note 34) 697,153NJPT (Note 34) 402,948Adtech (Note 34) 159,009Dirnet (Note 34) 106,976

2,322,2044,408,635

(iii) Change in perimeter resulting from the acquisition of 50% of Edimpresa (Note 8).

Goodwill at 31 December 2009 and 2008 is made up as follows:

2009 2008

SIC:Recorded by Solo 92,986,242 92,986,242Recorded by Soincom 86,290,401 86,290,401Recorded by Media Zoom (Solo) 40,771,737 40,771,737Recorded by Impresa (Soincom) 34,722,846 34,722,846SIC Notícias 17,499,139 174,342Recorded by Gesco 1,743,872 1,743,872

274,014,237 256,689,440

Former Edimpresa (recorded by Medipress) 39,220,083 39,220,083Impresa Publishing (recorded by Impresa) 20,130,334 20,130,334InfoPortugal (recorded by Media Zoom) 2,065,500 2,065,500AEIOU (recorded by Media Zoom) 1,157,555 1,094,280Dialectus (recorded by SIC) - 602,938Former Mediger (recorded by Impresa Publishing) 593,766 593,7667 Graus (recorded by AEIOU) 403,514 403,514

337,584,989 320,799,855

Company

In compliance with the provisions of IFRS 3, the Group makes impairment tests of goodwill at 31 December of each year and whenever there are indications of impairment. For purposes of impairment tests, goodwill has been attributed to the identified cash generating units, considering, as a cash generating unit, the smallest identifiable group of cash generating assets that are largely independent of the cash flow of other assets or groups of assets. The cash generating units identified for this purpose, to which goodwill was attributed, were the following: - The SIC Group (including SIC, SIC Notícias, GMTS and SIC Filmes); - Medipress e suas participadas (including the former Mediger); - Sojornal; - InfoPortugal; - AEIOU; - 7 Graus; At 31 December 2009, the Group requested specialised independent entities to test impairment of goodwill of the SIC Group, Edimpresa and AEIOU, as they were considered to be more complex cash generating units for purposes of determining their recoverable value. The Group made internal tests of the impairment of the remaining goodwill as it considered that they correspond to cash generating units, the business of which, is of greater maturity and/or due to the stability of the results generated by them in recent years.


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The impairment tests were made based on business plans/financial projections of the cash generating units, prepared by their management. The discounted cash flow method was used to test impairment of goodwill, cash flow projections having been prepared for five years and a perpetuity considered for the remaining period. The growth rate of the perpetuity was estimated based on an analysis of the market potential of each cash generating unit. The discount rates used reflect the level of indebtedness and the cost of third party capital of each cash generating unit, as well as the level of risk and profitability expected by the shareholder. The financial projections were prepared based on consistent market assumptions and the operations of the cash generating units, which the Board of Directors believes are reasonable and prudent and reflect their vision and that of the consultants involved in their preparation as to the behaviour of the principal market variables and performance of the group companies, based on their defined strategic plans. For this purpose, market data was obtained from external entities, which were compared with historical statistical data and past experience of the Group, complemented by the estimated effect of business strategies adopted for each cash generating unit. Sensitivity analyses were made of the main assumptions as regards the discount rate and growth rate of the perpetuity. The SIC Group The recoverable amount of this cash generating unit was determined considering the cash-flow projections in accordance with the financial projections of the companies included in the SIC Group and approved by the Board of Directors for a five year period, using a discount rate of 8.16% (8.14% in 2008) and a perpetuity growth rate of 2.0% (2.0% in 2008). The main variables considered were the following: - Recovery of growth of the advertising target market, considering growth rates between 2% and 3% for a

five year period; - Maintenance of market share; - Exploration of advertising income of the cable television channels; - Increase in income from the subscription of rights to cable channels; - Control of programming costs; - Automatic renewal of the TV licenses without additional significant costs. The main changes in relation to past experience considered in the impairment analysis of the SIC Group were as follows: - Recovery of the advertising market; - Increase in income from the cable television channels due to the exploration of their advertising income

as from 2010. Medipress The recoverable amount of this cash generating unit was determined considering the cash-flow projections in accordance with the financial projections of Medipress and its participated companies approved by the Board of Directors for a five year period, using a discount rate of 8.01% (8.0% in 2008) and a perpetuity growth rate 0.5% (1% in 2008). The main variables considered were the following: - Recovery of growth of the advertising target market, considering growth rates between 1% and 2% for a

five year period; - Annual circulation growth rate for the five year period; - Maintenance of the 2009 market share; - Continuation of the restructuring started in 2009, directed at reducing operating costs. The main changes in relation to past experience considered in the impairment analysis of Medipress were as follows: - Recovery of the advertising market;


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- Continuation of the restructuring started in 2009, directed at reducing operating costs. AEIOU The recoverable amount of this cash generating unit was determined considering the cash-flow projections in accordance with the financial projections of AEIOU, approved by the Board of Directors for a five year period, using a discount rate of 9.27% (9.33% in 2008) and a perpetuity growth rate of 2.0% (2.2% in 2008). The main variables considered were the following: - Cessation of the activities that generate negative margins; - Strategic reorientation management of the Group’s sites; - Recovery of growth of the advertising market. The main changes in relation to past experience considered in the valuation of the impairment of AEIOU relate essentially to strategic reorientation of the management of the business, with a direct impact on the revenue to be generated. As specifically regards goodwill of Sojornal, InfoPortugal and 7 Graus, the impairment tests made were based essentially on an analysis of the results of each of the cash generating units for the year ended 31 December 2009, which due to their significance, enable the Group to believe in the reasonableness of recovery of goodwill over a period of five years. As a result of the impairment tests made, based on the methodologies and assumptions mentioned above, the Group concluded that there are no impairment losses of goodwill to be recognized at 31 December 2009, except for Dirnet, in which, considering its past performance and future projections and the uncertainties relating to it, goodwill was found to be impaired and so it was fully written off (Note 34). Impairment losses: 31 December 2009:

Goodwill generated in the year ended 31 December 2009:Dirnet (Nota 34) 42,284

31 December 2008:

Goodwill at 31 December 2007:iPlay 1,746,458NJPT (Note 34) 402,948New Media 339,973Dirnet (Note 34) 106,976AEIOU (Note 34) 73,872

2,670,227Goodwill generated during the year ended 31 December 2008:

Terra do Nunca (Note 34) 956,118AEIOU (Note 34) 623,281Adtech (Note 34) 159,009

1,738,4084,408,635


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b) Allocation of goodwill to cash generating units

During the year ended 31 December 2008 Impresa acquired an additional participation of 50% in Office Share for 3,500,000 Euros, a purchase difference being determined as follows: Purchase price (Note 8) 3,500,000Proportion of equity on acquistion date (2,173,150)Purchase difference (Note 20) 1,326,850

The main asset of Office Share is a building, for which an independent appraisal as of January 2009 was obtained. Based on the appraisal, the above purchase difference was allocated to that building, which is consequently recorded at approximately 18,565,000 Euros in the consolidated financial statements.

c) Other intangible assets

During the years ended 31 December 2009 and 2008 the changes in other intangible assets and corresponding accumulated amortisation and impairment losses were as follows: 31 December 2009:

Industrialproperty and Intangible assetsother rights Software in progress Total

Gross:Balance at 31 December 2008 3,012,137 3,968,047 637,231 7,617,415Changes in consolidation perimeter (Note 8) (1,000) - - (1,000)Acquisitions 198,824 503,615 388,117 1,090,556Sales and write-offs (11,049) - (1,000) (12,049)Transfers 155,926 - (422,221) (266,295)

Balance at 31 December 2009 3,354,838 4,471,662 602,127 8,428,627

Accumulated amortisation and impairment losses:Balance at 31 December 2008 (2,365,981) (3,089,506) - (5,455,487)Changes in consolidation perimeter (Note 8) 250 - - 250Increases (376,705) (403,181) - (779,886)Sales and write-offs 11,049 - - 11,049

Balance at 31 December 2009 (2,731,387) (3,492,687) - (6,224,074)

Net book value at 31 December 2009 623,451 978,975 602,127 2,204,553

The increase in the caption “Software” results essentially from the start-up of the new inventory management system of SIC.


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31 December 2008:

Industrialproperty and Fixed assetsother rights Software in progress Total

Gross:Balance at 31 December 2007 2,257,055 3,531,523 1,975,001 7,763,579Changes in consolidation perimeter 771,131 - 118,258 889,389Acquisitions 189,442 507,977 374,911 1,072,330Sales and write-offs (237,091) (648,003) (240,698) (1,125,792)Transfers 31,600 576,550 (1,590,241) (982,091)

Balance at 31 December 2008 3,012,137 3,968,047 637,231 7,617,415

Accumulated amortisation and impairment losses:Balance at 31 December 2007 (1,612,112) (3,395,242) - (5,007,354)Changes in consolidation perimeter (660,908) - - (660,908)Increases (316,857) (339,071) - (655,928)Sales and write-offs 223,896 644,807 - 868,703

Balance at 31 December 2008 (2,365,981) (3,089,506) - (5,455,487)

Net book value at 31 December 2008 646,156 878,541 637,231 2,161,928

The increase in the caption “Industrial property and other rights” results essentially from inclusion of 50% of Edimpress as a result of a change in the consolidation perimeter. The increase in the caption “Software” results essentially from the start-up of the financial system of SIC, which as of 31 December 2007 was in progress. In addition, the decrease in this caption relates to the write-off of the previous financial system of SIC. The increase in the caption “Fixed assets in progress” relates essentially to the development of the Publishing segment websites and the change in the consolidation perimeter of the companies included in that segment. The decrease in the caption “Fixed assets in progress” relates essentially to the transfer of the Digital Guest Services system into the fixed assets caption Machinery and Equipment. In addition, the decrease in this caption is due to the abandonment of some projects developed internally by SIC.

20. TANGIBLE FIXED ASSETS The changes in tangible fixed assets and corresponding accumulated depreciation and impairment losses during the years ended 31 December 2009 and 2008 were as follows: 31 December 2009:

Land and Buildings Othernatural and other Machinery and Transport Tools and Administrative tangible Fixed assets

resources constructions equipment equipment utensils equipment assets in progress Total

Gross:Balance at 31 December 2008 1,795,542 20,393,572 88,908,145 704,906 29,115 22,986,043 2,938,179 467,264 138,222,766Changes in consolidation perimeter (Note 8) (119,581) (448,604) (514,100) (69,900) (1,079) (205,251) (2,366,476) - (3,724,991)Acquisitions - 2,841,353 879,585 18,348 2,998 740,783 - 573,778 5,056,845Sales and write-offs - - (198,697) (45,473) - (19,144) - (141,669) (404,983)Transfers - - 777,290 - - 61,196 - (572,191) 266,295

Balance at 31 December 2009 1,675,961 22,786,321 89,852,223 607,881 31,034 23,563,627 571,703 327,182 139,415,932

Accumulated depreciation and impairment losses:Balance at 31 December 2008 - (1,784,999) (72,080,436) (654,875) (27,438) (18,642,518) (1,678,102) - (94,868,368)Changes in consolidation perimeter (Note 8) - 85,244 161,691 36,656 317 71,619 1,309,480 - 1,665,007Increases - (600,128) (5,211,437) (16,732) (1,054) (2,566,227) (198,304) - (8,593,882)Sales and write-offs - 135,263 44,271 15,657 - - 195,191

Balance at 31 December 2009 - (2,299,883) (76,994,919) (590,680) (28,175) (21,121,469) (566,926) - (101,602,052)

Net book value at 31 December 2009 1,675,961 20,486,438 12,857,304 17,201 2,859 2,442,158 4,777 327,182 37,813,880 The caption “Buildings and other constructions” includes the allocation of the purchase price difference of 1,326,850 Euros arising on the purchase of an additional participation in Office Share in the year ended 31 December 2008 (Note 19). The remaining increase in this caption in 2009 results essentially from the construction of new studios for SIC.


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The increase in the caption “Machinery and equipment” results essentially from the acquisition of equipment for the installation of hotels by Impresa.DGSM. . 31 December 2008:

Land and Buildings Othernatural and other Machinery and Transport Tools and Administrative tangible Fixed assets

resources constructions equipment equipment utensils equipment assets in progress Total

Gross:Balance at 31 December 2007 837,981 10,063,980 82,392,080 540,536 28,035 18,590,157 580,913 2,221,231 115,254,913Changes in consolidation perimeter 837,981 8,497,566 3,442,034 141,142 803 2,113,809 2,357,522 - 17,390,857Acquisitions 119,580 1,841,966 3,120,447 105,201 277 2,371,167 - 482,839 8,041,477Sales and write-offs - - (3,166,413) (81,973) - (99,030) (256) (98,900) (3,446,572)Transfers - (9,940) 3,119,997 - - 9,940 - (2,137,906) 982,091

Balance at 31 December 2008 1,795,542 20,393,572 88,908,145 704,906 29,115 22,986,043 2,938,179 467,264 138,222,766

Accumulated depreciation and impairment losses:Balance at 31 December 2007 - (715,502) (64,398,851) (491,364) (26,782) (14,887,803) (562,624) - (81,082,926)Changes in consolidation perimeter - (683,296) (3,187,266) (133,642) (57) (1,847,113) (524,212) - (6,375,586)Increases - (386,201) (6,522,881) (59,380) (599) (1,944,718) (591,298) - (9,505,077)Sales and write-offs - - 2,028,562 29,511 - 37,116 32 - 2,095,221

Balance at 31 December 2008 - (1,784,999) (72,080,436) (654,875) (27,438) (18,642,518) (1,678,102) - (94,868,368)

Net book value at 31 December 2008 1,795,542 18,608,573 16,827,709 50,031 1,677 4,343,525 1,260,077 467,264 43,354,398 The increase in the captions “Land and natural resources” and “Buildings and other constructions” through changes in the consolidation perimeter relate essentially to 50% of the building of Office Share (Note 8). In addition, the acquisitions of the year recorded under this caption relate essentially to allocation of the purchase price of 1,326,850 Euros determined on the acquisition of an additional participation in Office Share (Note 19). The increases in the captions “Machinery and equipment” and “Administrative equipment” through changes in the consolidation perimeter result from the full consolidation of Edimpresa and Office Share (Note 8). The increase in “Other tangible assets” relates essentially to the sets for the production of audiovisual contents of Terra do Nunca (Note 8). The increases in the captions “Machinery and equipment” and “Administrative equipment” relate essentially to the acquisition of technical, audiovisual and IT equipment by the Television segment. The decrease in the caption “Machinery and Equipment” results essentially from the sale of technical and IT equipment relating to broadcasting in closed circuit television, by Adtech and SIC Indoor. The increase in the caption “Machinery and equipment” through transfers relates essentially to technical and audiovisual equipment for GMTS. At 31 December 2009 and 2008 the Group had the following assets under finance lease:

Accumulated Accumulateddepreciation depreciation

and impairment and impairmentGross losses Net Gross losses Net

Land and natural resources 1,675,961 - 1,675,961 1,675,961 - 1,675,961Buildings and other constructions 14,431,965 (1,467,746) 12,964,219 13,191,320 (1,045,487) 12,145,833Machinery and equipment 8,661,057 (4,585,626) 4,075,431 9,009,087 (3,356,680) 5,652,407Transport equipment 62,381 (60,217) 2,164 93,338 (69,685) 23,653Administrative equipment 1,467,859 (653,479) 814,380 1,727,396 (317,796) 1,409,600

26,299,223 (6,767,068) 19,532,155 25,697,102 (4,789,648) 20,907,454

2009 2008

As mentioned in Note 2.6, these assets are recorded in accordance with the financial method.

Except for the assets acquired under finance lease contracts, there are no other restrictions to the entitlement of tangible assets.


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21. INVESTMENTS The changes in investments in the years ended 31 December 2009 and 2008 were as follows: 31 December 2009:

Investments Investmentsin associated in othercompanies companies Total

Balance at 31 December 2008 5,456,514 23,701 5,480,215Application of the equity method (Note 16) 174,699 - 174,699Distribution of dividends (60,087) (60,087)Incorporation of a company (a) 15,000 15,000Liquidation (b) - (4,998) (4,998)Impaired assets in associated companies 1,103,965 - 1,103,965Utilization (Note 34) (1,103,965) - (1,103,965)Others (5,062) - (5,062)

Balance at 31 December 2009 5,581,064 18,703 5,599,767

(a) This caption corresponds to the Group’s investment in the incorporation of Visapress (Note 8).

(b) This caption corresponds to the liquidation of PTDP. 31 December 2008:

Investments Investmentsin associated in othercompanies companies Total

Balance at 31 December 2007 4,076,260 18,717 4,094,977Acquisition of Castillo de Elsinor (a) 1,549,075 - 1,549,075Application of the equity method (Note 16) (160,442) - (160,442)Changes in consolidation perimeter - 3,118 3,118Other (8,379) 1,866 (6,513)

Balance at 31 December 2008 5,456,514 23,701 5,480,215

(a) In February 2008 Impresa acquired a 20% participation in this company for 1,549,075 Euros generating

goodwill of 1,168,580 Euros (Note 8).

Investments in associated companies at 31 December 2009 and 2008 are made up as follows: 31 December 2009:

PercentageTotal Total Net effectively held Amount of

Company Head office assets revenue Equity result by the Group the investment

Vasp Queluz 34,253,018 216,581,380 9,283,775 230,007 33,33 3,094,282Lusa (a) Lisbon 13,998,228 19,467,450 4,146,134 464,744 22,35 924,682Castillo de Elsinor Lisbon 3,543,375 6,349,050 1,892,601 20,015 20.00 378,520Visapress Lisbon n.a. n.a. n.a. n.a. 30.00 15,000

4,412,484Castillo de Elsinor - goodwill 1,168,580

5,581,064

31-12-2009

(a) The equity considered was adjusted to comply with IAS/IFRS.


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31 December 2008:

AccumulatedPercentage impairment Net value

Total Total Net effectively held Amount of losses of theCompany Head office assets revenue Equity result by the Group the investment (Note 34) assets

Vasp Queluz 39,981,646 238,588,997 9,050,225 21,646 33,33 3,016,440 - 3,016,440Lusa (a) Lisbon 18,332,924 19,390,552 8,190,654 814,688 22,35 1,830,612 (939,884) 890,728Castillo de Elsinor Lisbon 3,746,331 8,432,519 1,903,831 43,252 20.00 380,766 - 380,766

5,227,818 (939,884) 4,287,934Castillo de Elsinor - goodwill 1,168,580 - 1,168,580Lusa - goodwill 177,304 (177,304) -

6,573,702 (1,117,188) 5,456,514

31-12-2009

(a) In 2008 an impairment loss of 414,984 Euros was recorded (Note 34) to cover the estimated loss on the

investment in this company.

As a result of applying the equity method at 31 December 2009 and 2008 the following changes were recorded in the caption “Investments in associates”:

2009

Gains on Gains on Losses onassociated associated associatedcompanies companies companies

Company (Note 16) (Note 16) (Note 16) Total

Vasp 76,661 7,215 - 7,215Lusa (a) 94,035 - (176,307) (176,307)Castillo de Elsinor 4,003 8,650 - 8,650

174,699 15,865 (176,307) (160,442)

2008

(a) This amount in 2009 includes 13,223 Euros relating to the reversal of impairment losses recorded in the year ended 31 December 2009 (Note 34).

Investments in other companies at 31 December 2009 and 2008 are made up as follows:

Effective Effective participation Amount of the participation Amount of the

Company of the Group participation of the Group participation

NP 10.71% 18,703 10.71% 18,703PTDP (a) - - 10.00% 4,998

18,703 23,701

2009 2008

(a) Company liquidated in 2009.

22. AVAILABLE-FOR-SALE ASSETS In the year ended 31 December 2007 the Company subscribed for participating units in Fundo de Investimento Cinematográfico e Audiovisual (“FICA” or “the Fund”), founded under the terms of Ministerial Order 277/2007 of 14 March, with the objective of investing in cinematographic, audio-visual and multi-platform works, aimed at exploiting them on a broad basis so as to increase and improve supply and increase the potential value of such productions with the ultimate purpose of stimulating the development of cinematographic and audio-visual art. FICA’s initial capital amounts to 83,000,000 Euros, fully subscribed for, to be paid on a phased basis. The capital consists of 83,000 participating units of 1,000 Euros each at the time of subscription, the founders being: the Portuguese State (represented by Instituto do Cinema e Audiovisual – ICA, I.P.), ZON Multimédia, Serviços de Telecomunicações e Multimédia, SGPS, S.A., RTP – Rádio e Televisão de Portugal, S.A., SIC and TVI – Televisão Independente, S.A..


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The Fund was founded for a period of seven years as from the time it starts operating, the first five years being an investment phase and the last two a disinvestment phase. The Fund is an autonomous fund, having no responsibility, under any circumstances, for the debts of its participants or of any other entity or agent, the participants having no responsibility for any debts contracted by the Fund, other than the amount of their participating units. In 2007 SIC subscribed for participating units totalling 10,000,000 Euros, representing 12.05% of FICA, payable as follows:

Present valueat the

Nominal value subscription date

2007 1,000,000 993,9372008 2,000,000 1,916,5742009 2,000,000 1,825,2892010 2,000,000 1,738,3512011 2,000,000 1,655,5542012 1,000,000 797,969

10,000,000 8,927,674

On 26 June 2009 SIC denounced the participation contract in FICA and so SIC derecognized the asset and liability relating to the participating units not paid for. Consequently, the amount of the asset was decreased to 2,500,000 Euros, corresponding to the amount realized up to that date. On 31 October 2008 SIC suspended the payment of its participating units as not all the other subscribers to FICA were complying with their liabilities. Therefore, at 31 December 2009 this caption was made up as follows:

Present value at the date of subscription 8,927,674Derecognition of the liability (6,427,674)Amount paid up 2,500,000Adjustments (Note 16) (944,290)

1,555,710

In addition, in accordance with an impairment analysis made by the Board of Directors of the realisable value of FICA as of 31 December 2009, an adjustment of 944,290 Euros was recorded.

23. INVESTMENT PROPERTIES

Investment properties at 31 December 2009 and 2008 are made up as follows:

Investment properties 2009 2008

"FNAC" land 6,219,369 6,169,115Impairment loss (Note 34) (64,746) (64,746)

6,154,623 6,104,369

The changes in the caption “Investment properties” in the years ended 31 December 2009 and 2008 were as follows: 31 December 2009Balance at 31 December 2008 6,104,369Increases 50,254



37

31 December 2008Balance at 31 December 2007 6,156,254Adjustments (51,885)


In 2009, the Group requested an independent valuation of that asset, in accordance with which its market value was approximately 6,500,000 Euros and the Board of Directors believes that it has not suffered significant loss in value in 2009. At that date, the necessary procedures were in progress to sign a definitive purchase deed to acquire that land.

24. PROGRAM BROADCASTING RIGHTS AND INVENTORIES

Program broadcasting rights at 31 December 2009 and 2008 are made up as follows:

2009 2008Non- Non-

Current current Current currentBroadcasting rightsGross:Broadcasting rights 15,720,953 37,740,572 16,580,476 40,619,224Work in progress 115,037 - 3,359,569 -Advances to program suppliers 9,661,664 557,128 1,922,244 1,206,807

25,497,654 38,297,700 21,862,289 41,826,031

Adjustments to net realisable value:Accumulated adjustments to net realisable value (begining balance) - (12,424,231) - (694,670)Adjustments to net realisable value recorded in the year (Note 34) - - - (11,729,561)

- (12,424,231) - (12,424,231)Net realisable value 25,497,654 25,873,469 21,862,289 29,401,800

The caption “Advances to program suppliers” at 31 December 2009 includes advances made by SIC to program suppliers under contracts signed with these entities, relating to programs and series not yet available for broadcasting. During the year ended 31 December 2008, SIC recorded an adjustment for impairment losses of broadcasting rights in the amount of 11,729,561 Euros, corresponding essentially to second runs of programs (Note 34). This adjustment was recorded in accordance with an impairment analysis made by the Board of Directors together with the Program Department of SIC, as a result of the definition of a new programming strategy, and relates to rights for which the programs do not fit into the current strategy of the SIC general television channel. Analysis made in 2009 did not reveal the need to increase the impairment losses already recognised. Inventories at 31 December 2009 and 2008 are made up as follows:

2009 2008Non- Non-

Current current Current currentInventories:Gross:Raw, subsidiary and consumable material 1,658,271 414,568 3,234,402 800,951Goods 28,714 - - -Work in progress 229,280 - 14,706 -

1,916,265 414,568 3,249,108 800,951Adjustments to net realisable value:Accumulated adjustments to net realisable value (begining balance) - - (443,429) (305,133)Changes in the consolidation perimeter (Note 34) - - (491,421) (157,429)

Decrease in realisable value recorded in the year (Notes 13 and 34) - - (315,023) (78,756)Reversal of adjustments to net realisable value recorded in the year

(Notes 13 and 34) - - 1,249,873 541,318- - - -

Net realisable value 1,916,265 414,568 3,249,108 800,951

At 31 December 2009 and 2008 the Group did not have any inventories pledged in guarantee of liabilities.


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25. TRADE AND OTHER RECEIVABLES

At 31 December 2009 and 2008, this caption was made up as follows:

Accumulated Accumulatedimpairment impairment

losses lossesGross (Note 34) Net Gross (Note 34) Net

Customers 42,092,413 (8,486,802) 33,605,611 47,526,007 (8,013,522) 39,512,485Invoices to be issued:

Broadcasting rights 757,272 - 757,272 1,583,000 - 1,583,000SMS's and SVA 1,902,009 - 1,902,009 1,284,531 - 1,284,531Cable television subscriptions 1,965,979 - 1,965,979 1,410,099 - 1,410,099Advertising 98,233 - 98,233 7,257 - 7,257Other amounts to be invoiced 267,347 - 267,347 252,577 - 252,577

Discounts receivableVolume discounts receivable 651,279 - 651,279 496,847 - 496,847

47,734,532 (8,486,802) 39,247,730 52,560,318 (8,013,522) 44,546,796

2009 2008

26. OTHER NON-CURRENT AND CURRENT ASSETS

At 31 December 2009 and 2008 this caption was made up as follows: 2009 2008

Other non-current assets:Lisgráfica – Impressão e Artes Gráficas, S.A. ("Lisgráfica") (a) 2,905,053 2,875,888Santander Novimovest (b) 800,000 800,000Fantasy Day - Unipessoal, Lda. and Lemon- Entretenimento, Lda. (c) 333,797 -Isabel Monteiro (d) 249,910 -

4,288,760 3,675,888

Other current assets:Advances to suppliers 77,617 454,575State and other public entities:

Corporate income tax recoverable (e) 1,823,512 666,517Value Added Tax - amounts to be deducted 583,850 1,548,734Other 5 12,370

Other debtors:SP Televisão (f) 464,563 -Subsidies receivable (g) 384,007 204,437Lisgráfica (a) 300,000 325,000Fantasy Day - Unipessoal, Lda. and Lemon- Entretenimento, Lda. (c) 280,048 -Insurance - Indemnities receivable 224,259 -Advances to employees 208,929 477,800Isabel Monteiro (d) 186,905 -Consultants 133,281 233,021Others 590,876 310,376

Prepayments:Licences 225,367 294,362Rents 91,877 102,590Insurance 23,193 142,406Maintenance - 139,289Others 657,840 427,403

6,256,129 5,338,88010,544,889 9,014,768


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(a) Present value of the account receivable resulting initially from sale in 2006 of the investment in Mirandela. During the year ended 31 December 2008, the Group sold that account receivable to Lisgráfica. In accordance with the contract, this account is payable in monthly instalments of 25,000 Euros up to 2022.

(b) Amount receivable from the sale of the SIC building in 2004, whch is pending until the utilization licence of the building is obtained.

(c) Present value of the account receivable resulting from the sale of iPlay (Note 8).

(d) Present value of the account receivable resulting from the sale of Dialectus (Note 8).

(e) The caption “Corporate Income tax recoverable” is made up as follows:

2009 2008

Payments on account 2,087,488 530,299Withholding taxes 706,557 578,566Income tax for the year (Note 17.b)) (970,533) (442,348)

1,823,512 666,517

(f) Present value of the account receivable from the sale of Terra do Nunca (Note 8).

(g) Subsidies attributed to InfoPortugal not yet received.

27. CASH AND CASH EQUIVALENTS

The caption “Cash and cash equivalents” included in the cash flow statements as of 31 December 2009 and 2008 and reconciliation thereof to the amount of cash and cash equivalents reflected in the statement financial position as of those dates are as follows:

2009 2008

Cash 131,988 116,999Bank deposits 4,990,824 9,351,122

5,122,812 9,468,121Bank overdrafts (Note 30) (4,046,096) (16,394,127)

1,076,716 (6,926,006)

The caption “Cash and cash equivalents” includes cash, demand bank deposits (except for the captive bank deposit of 8,676,940 Euros (Note 30)), treasury applications and term deposits that mature in less than three months with insignificant risk of change in value.

28. EQUITY ATTRIBUTABLE TO THE SHAREHOLDERS OF THE PARENT COMPANY Share Capital: At 31 December 2009 and 2008, Impresa’s fully subscribed and paid up share capital amounted to 84,000,000 Euros, represented by 168,000,000 shares of fifty cents each, which are held as follows:


40

Percentage Percentageheld Amount held Amount

Impreger - Sociedade Gestora de Participações Sociais, S.A. ("Impreger") 50.31% 42,257,294 50.31% 42,257,294Ongoing Strategy Investments, S.G.P.S, S.A. 20.02% 16,817,222 18.02% 15,140,064Grupo BPI 4.06% 3,413,002 4.47% 3,750,934Credit Suisse Group AG 3.95% 3,320,559 - -Madre - SGPS, S.A. 3.57% 2,995,201 2.00% 1,680,000Others 18.09% 15,196,722 25.20% 21,171,708

100.00% 84,000,000 100.00% 84,000,000

20082009

Share premium: This caption corresponds to premiums obtained in the share capital increases made in previous years. In accordance with current legislation, utilisation of this reserve is subject to the same rules as the legal reserve; as such, this amount is not be available for distribution to the shareholders but may be used to increase capital or absorb losses, once all other reserves and retained earnings have been exhausted.

Legal reserve: Portuguese law provides that at least 5% of annual profit must be appropriated to a legal

reserve until the reserve equals the minimum requirement of 20% of share capital. The reserve is not available for distribution to the shareholders but may be used to absorb losses, once all other reserves and retained earnings have been exhausted, or to increase capital.

29. EQUITY ATTRIBUTABLE TO MINORITY INTEREST

The changes in this caption in the years ended 31 December 2009 and 2008 were as follows: 31 December 2009:Balance at 31 December 2008 3,680,805Net profit attributable to minority interest (129,741)Dividends distributed by 7 Graus and Publisurf (14,834)Acquisition of an additional participation in SIC Notícias (4,350,894)Acquisition of nn additional participation in AEIOU 61,489Capital increase in Dirnet 84,285Supplementary capital contributions in SIC Indoor 425,600Changes in the consolidation perimeter:

Liquidation of Adtech 237,553Sale of Dialectus 35,494Sale of NJPT 10,574

Other 51,444Balance at 31 December 2009 91,775

31 December 2008:Balance at 31 December 2007 3,527,657Net profit attributable to minority interest 1,476,627Dividends distributed by SIC Notícias (1,484,017)Capital increase of AEIOU 147,000Capital increase of Adtech 46,242Supplementary capital contributions to Dirnet 12,250Supplementary capital contributions to AEIOU 59,876Incorporation of Acting Out 20,000Changes in the consolidation perimeter:

Acquistiion of an additional participation in Terra do Nunca (338,236)Acquistion of 7 Graus 28,860

Impairment losses (Note 34) 103,475Other 81,071Balance at 31 December 2008 3,680,805


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At 31 December 2009 and 2008, equity attributable to minority interest relates to the following Group companies:

2009 2008

Subsidiaries of SIC 16,864 3,549,077Others 74,911 131,728

91,775 3,680,805


42

Minority interest reflected on the consolidated statement of comprehensive income for the years ended 31 December 2009 and 2008 relates to the following Group companies:

2009 2008

Subsidiaries of SIC 16,558 2,091,679Others (146,299) (615,052)

(129,741) 1,476,627

30. LOANS OBTAINED Loans obtained at 31 December 2009 and 2008 are as follows:

Company Lending entities Current Non-current Current Non-current Current Non-current Current Non-current

Media Zoom Banco BPI, S.A. (a) 4,729,276 126,744,595 4,754,098 127,409,836 3,782,697 131,448,713 3,803,279 132,163,934Medipress Banco Espírito Santo and Banco

Espírito Santo de Investimento, S.A. (b) 1,802,346 19,600,515 1,840,000 20,010,000 1,124,894 21,347,882 1,150,000 21,850,000Impresa Caixa Geral de Depósitos, S.A. (c) 4,000,000 15,000,000 4,000,000 15,000,000 4,000,000 15,000,000 4,000,000 15,000,000Impresa Caixa Geral de Depósitos, S.A. (d) - 5,898,142 - 6,000,000 - - - -SIC Banco Espírito Santo de Investimento, S.A. (e) - 14,912,282 15,000,000 - 14,733,231 - 15,000,000Impresa Publishing Banco Comercial Português, S.A. (f) 2,500,000 2,500,000 2,500,000 2,500,000 2,500,000 2,500,000Impresa Publishing Banco Comercial Português, S.A. (g) 4,901,794 5,000,000 - 4,872,962 - 5,000,000Medipress Banco Espírito Santo and Banco

Espírito Santo de Investimento, S.A. (h) 2,450,000 - 2,450,000 - 2,410,021 2,410,021 2,450,000 2,450,000Impresa Caixa Banco de Investimento, S.A. - - - - 1,000,000 - 1,000,000 -Office Share Banco Comercial Português, S.A. (i) 130,000 - 130,000 - 130,000 130,000 130,000 130,000

Current accounts (j) 29,687,855 - 29,687,855 - 26,821,440 - 26,821,440 -Bank overdrafts (k) 4,046,096 - 4,046,096 - 16,394,127 - 16,394,127 -

49,345,573 187,057,328 49,408,049 188,419,836 58,163,179 192,442,809 58,248,846 194,093,934

31 December 2009 31 December 2008Book value Nominal value Book value Nominal value

(a) Loan contracted by Media Zoom from Banco BPI, SA to finance the acquisition of all the share capital of

Solo and a 30.65% participation in SIC. At 31 December 2009, this loan bore interest payable half yearly at the Euribor six month rate plus a spread of 1.5%, the contract establishing a floor of 2.15% and a cap of 5.05% up to 2014. The loan is repayable in 38 successive half year instalments, beginning on 30 June 2006. The nominal value of the loan is repayable as follows:

2010 4,754,098

2011 4,754,0982012 4,754,0982013 9,508,1982014 9,508,1982015 and subsequent years 98,885,244

127,409,836132,163,934

As guarantee of the full repayment of this loan, the Group subscribed a blank promissory note, and Media Zoom and Solo have pledged shares representing 49% of SIC’s share capital (Note 36). Media Zoom and Impresa have assumed several covenants with respect to this loan, relating essentially to the acquisition and sale of assets and distribution of dividends, which are being complied with. The above mentioned cap and floor were not separated from the loan contract because, at the loan contracting date, they did not fulfil the conditions established in IAS 39 for their separation, that is, on the date of contracting the loan, the floor was below the market interest rate and the cap was above the market interest rate.


43

(b) Loan contracted in July 2008, with Banco Espírito Santo, S.A. and Banco Espírito Santo de

Investimento, S.A., in the amount of 23,000,000 Euros, to finance the acquisition of a 50% participation in Edimpresa (company merged into Medipress). At 31 December 2009, this loan bore interest at the two months Euribor rate plus a spread of 2.875% and is repayable in arrears in 26 successive quarterly instalments, beginning on 31 March 2009. The loan is repayable as follows: 2010 1,840,000

2011 3,910,0002012 3,910,0002013 4,600,0002014 5,060,0002015 2,530,000

20,010,00021,850,000

The quotas of Medipress have been pledged to the bank in guarantee of full compliance with the loan (Note 36). The loan has some covenants relating to the contracting additional debt and the acquisition or sale of assets, with impact on the spread, which can vary from 2.375% to 3.375%.

(c) In 2009 the Group restructured the debt, through an addendum to the initial contract with Caixa Geral de Depósitos, S.A., resulting the following repayment schedule:

2010 4,000,000

2011 5,000,0002012 5,000,0002013 5,000,000

15,000,00019,000,000

The loan bears interest payable half yearly in arrears at the Euribor six month rate plus a spread of 2.25%.

At 31 December 2009 Soincom had shares corresponding to 51% of SIC’s share capital and Impresa

had shares representing all Soincom’s share capital pledged in guarantee of compliance with the terms of the loan (Note 36). In addition, the loan has certain covenants to be complied with and restrictions relating to the contracting of additional debt and the distribution of dividends.

(d) Issuance of commercial paper by Impresa under a commercial paper program for a period of five years

ending on 18 December 2014 for the maximum amount of 6,000,000 Euros. At 31 December 2009 this commercial paper issuance bore interest at the rate of 2.49%.

(e) Issuance of commercial paper by SIC, under a commercial paper program for a period of six months,

initially subscribed for on 24 October 2007, ending on 24 October 2011. At 31 December 2009 this commercial paper issuance bore interest at the rate of 1.22%.

(f) Bank loan of 10,000,000 Euros obtained by Impresa Publishing on 10 March 2005 from Banco Comercial Português, SA. The loan bears interest payable half yearly at the Euribor six month rate plus a spread of 1.5% and is repayable in 2010. At 31 December 2009 Impresa Publishing had shares representing 51% of Sojornal’s share capital pledged in guarantee of full compliance with the terms of the loan (Note 36).


44

(g) Bonds totalling 5,000,000 Euros, issued by Impresa Publishing on 17 June 2005 and underwritten by Banco Comercial Português, S.A.. The bonds bear interest payable half yearly at the Euribor six month rate plus a spread of 0.875% and are repayable on 21 June 2013.

(h) Loan obtained by Edimpresa (merged into Medipress) from Banco Espírito Santo and Banco Espírito

Santo de Investimento, S.A., to acquire a participation. In the first half of 2005 Edimpresa restructured the loan through an addendum to the initial contract with Banco Espírito Santo and Banco Espírito Santo de Investimento, S.A., the instalments becoming payable quarterly. The balance of the loan is repayable in 2010. At 31 December 2009 this loan bore interest payable quarterly in arrears at the three month Euribor rate plus a spread of 2.875%. At 31 December 2009 Impresa had quotas representing the capital of Medipress pledged in guarantee of full compliance with the terms of the loan (Note 36).

The loan has covenants relating to the contracting of additional debt and the acquisition and sale of assets.

(i) Bank loan of 325,000 Euros contracted by Office Share with Banco Comercial Português, S.A.. The loan

bears interest payable half yearly in arrears at the Euribor one month rate plus a spread of 1.125% and is repayable in 2010.

As guarantee of full compliance with the terms of the loan, Office Share signed a blank promissory note

in favour of the bank. In addition, a comfort letter issued by Impresa was delivered as a guarantee of the obligations emerging from the contract.

(j) Guaranteed current accounts obtained by the group companies which bear interest at normal market

rates for similar operations. This caption includes a current account of 8,954,795 Euros subscribed for on 13 May 2009, for the maximum amount of 10,000,000 Euros, automatically renewable for successive periods of six months and is net of a term deposit in dollars of 8,676,940 Euros (Note 27) under financial pledge in guarantee of the liabilities resulting from the loan contract.

(k) The bank overdrafts bear interest at market rates for similar transactions (Note 27).

At 31 December 2009 the Group had approved unused credit limits of approximately 30,440,000 Euros (Note 40).

At 31 December 2009 and 2008, the effective interest rates on the loans were as follows: Company Lending entities 2009 2008

Media Zoom Banco BPI, S.A. 4.11% 6.46%Medipress Banco Espírito Santo and Banco

Espírito Santo de Investimento, S.A. 4.35% 7.13%Impresa Caixa Geral de Depósitos, S.A. 4.85% 6.35%Impresa Caixa Geral de Depósitos, S.A. 2.49% -SIC Banco Espírito Santo de Investimento, S.A. 1.51% 5.18%Impresa Publishing Banco Comercial Português, S.A. 3.70% 6.58%Impresa Publishing Banco Comercial Português, S.A. 2.93% 5.93%Medipress Banco Espírito Santo and Banco

Espírito Santo de Investimento, S.A. 4.34% 7.23%Impresa Caixa Banco de Investimento, S.A. 4.09% 6.30%Office Share Banco Comercial Português, S.A. 2.70% 5.74%Group Guaranteed current accounts 4.09% 6.47%

Information on the Group’s exposure to interest rate risk on its loans is shown in Note 40.


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31. TRADE AND OTHER PAYABLES

At 31 December 2009 and 2008, this caption was made up as follows:

2009 2008Current Current

liabilities liabilities

Trade payables 47,642,592 41,005,670Payable to suppliers of fixed assets 866,026 162,468

48,508,618 41,168,138

32. FINANCE LEASES

At 31 December 2009 Office Share, Sojornal and the subsidiaries of the television segment had liabilities under finance leasing contracts of 10,599,371 Euros, 74,436 Euros and 6,281,149 Euros, respectively, payable as follows:

Principal Interest Total

2010 2,456,638 427,232 2,883,870

2011 2,500,627 339,201 2,839,8282012 2,478,036 247,864 2,725,9002013 1,910,558 164,238 2,074,7962014 1,149,184 118,631 1,267,8152015 to 2018 6,459,913 259,863 6,719,776

14,498,318 1,129,797 15,628,11516,954,956 1,557,029 18,511,985

The liabilities under the lease contracts relate essentially to the head office building of Office Share and technical support equipment for the digitalisation project of the television segment’s operating systems. The lease contracts do not include contingent instalments, but include purchase options at below the market value of the assets.

The accounts payable relating to lease contracts at 31 December 2008 are payable as follows:

Principal Interest Total

2009 2,422,819 543,262 2,966,081

2010 2,444,052 703,071 3,147,1232011 2,488,302 592,871 3,081,1732012 2,516,259 478,992 2,995,2512013 1,989,030 371,164 2,360,1942014 1,221,459 302,799 1,524,2582015 to 2018 6,870,667 693,516 7,564,183

17,529,769 3,142,413 20,672,18219,952,588 3,685,675 23,638,263


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33. OTHER NON-CURRENT AND CURRENT LIABILITIES At 31 December 2009 and 2008 these captions were made up as follows:

2009 2008

Other non-current liabilities:ZON Conteúdos (a) 6,458,970 -FICA (b) - 4,693,100

6,458,970 4,693,100

Other current liabilities:Advances from customers 167,114 207,695State and other public entities:

Value Added Tax 2,549,286 2,483,154Social security contributions 2,071,448 1,940,449Personal Income Tax - withholdings 1,957,693 2,242,759Instituto Português de Arte Cinematográfica e Audiovisual/Cinemateca Portuguesa 1,418,512 1,339,412Corporate Income Tax (c) 71,964 1,202,685

Accrued expenses:Vacation pay 7,773,359 8,648,350Program production costs (d) 1,350,514 3,542,260Communication expenses 1,018,947 1,471,529Commercial agreements 655,868 1,278,905Advertising 576,000 975,641Accrued royalties 471,430 477,926Bonuses and overtime 449,749 465,013Production of magazines, newspapers and other products 362,736 249,434Municipal property tax 331,804 275,517Cooperation 200,340 141,767Accrued interest 180,440 291,697Indemnities (e) 153,641 1,349,876Consultants 29,579 272,583Author copyrights - 495,708Exchange rate forwards - 38,001Surplus - 23,469Other accrued expenses 2,338,695 2,772,335

Deferred income:Advanced invoicing 3,910,614 1,906,302Subscription to newspapers and magazines 2,075,123 2,137,061Operating subsidies 325,241 -Other deferred income 2,383,022 2,140,825

Other liabilities:ZON Conteúdos (a) 6,666,667 -FICA (b) - 2,201,344Other creditors 1,074,099 2,608,182

40,563,885 43,179,87947,022,855 47,872,979

(a) Present value of the account payable for the acquisition of an additional participation of SIC Notícias

from ZON Conteúdos (Note 8).

(b) At 31 December 2008 this caption corresponded to the amount payable for the subscription of participating units in FICA (Note 22).

(c) Corporate income tax is made up as follows: Income tax for the year (Note17.b)) 100,257 2,140,216Payment on account (25,948) (894,307)Withholdings taxes (2,345) (43,224)

71,964 1,202,685


47

(d) This caption refers essentially to expenses incurred by SIC’s program and information departments, relating to programs already broadcast, for which the corresponding invoices have not yet been received.

(e) This caption relates to the accrual of termination costs, resulting from termination agreements entered into with employees of the Group up to 31 December 2009 and 2008.

34. IMPAIRMENT LOSSES, LEGAL AND TAX PROCESSES AND PROVISIONS

34.1 Impairmen losses

The following changes occurred the accumulated impairment loss captions in the years ended 31 December 2009 and 2008: 31 December 2009:

Decreasein the

Impairment realisableImpairment losses on Impairment value oflosses on investment losses on broadcasting rights

investments properties receivables and inventories(Note 21) (Note 23) (Notes 11 and 25) (Note 24)

Balances at 31 December 2008 1,117,188 64,746 8,013,522 12,424,231Changes in the consolidation perimeter - - (50,944) -Increases - - 793,809 -Utilization (1,103,965) - (227,968) -Decreases/adjustments (13,223) - (41,617) -

Balances at 31 December 2009 - 64,746 8,486,802 12,424,231

31 December 2008:

Decreasein the

Impairment realisableImpairment losses on Impairment value oflosses on investment losses on broadcasting rights

investments properties receivables and inventories(Note 21) (Note 23) (Notes 11 and 25) (Note 24)

Balances at 31 December 2007 758,798 64,746 6,794,855 1,443,232Changes in the consolidation perimeter - - 1,124,278 648,850Increases 414,984 - 821,992 12,123,340Decreases/adjustments (56,594) - (727,603) (1,791,191)

Balances at 31 December 2008 1,117,188 64,746 8,013,522 12,424,231

Impairment losses are deducted from corresponding assets.


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34.2 Provisions

The provision for risks and charges at 31 December 2009 and 2008 relates essentially to legal actions in progress and is made up as follows:

Amount Amount Amount AmountNature claimed provided claimed provided

Tax 4,633,885 1,188,308 4,693,556 1,180,309Labour 3,282,595 1,361,883 918,675 910,558Abuse of freedom of the press 9,135,980 880,717 5,963,614 707,132Penalties arising from the advertisement activity 2,596,495 657,102 2,115,890 659,602Restructuring - - 1,130,000 1,130,000Other 2,878,797 1,797,805 6,590,304 1,929,009

22,527,752 5,885,815 21,412,039 6,516,610

2009 2008

The Group is subject to several lawsuits for abuse of freedom of the press, for which it has recorded provisions based on the opinion of its lawyers and historical experience in this type of litigation. The Board of Directors and the Group’s lawyers believe, based on an assessment of the risks of the litigation in process, that the outcome of the litigation will not result in significant liabilities not covered by provisions reflected in the consolidated financial statements as of 31 December 2009, which correspond to the best estimate of the outflow resulting from these lawsuits as of that date, no asset having been recognised relating to any class of provision. The changes in provisions in the years ended 31 December 2009 and 2008 were as follows: 31 December 2009:

Provisions forrisks andcharges

Balances at 31 December 2008 6,516,610Increases 1,676,053Utilization (721,269)Decreases/adjustments (Note 11) (1,585,579)

Balances at 31 December 2009 5,885,815

The caption “Provisions and impairment losses” included in the statement of comprehensive income for the year ended 31 December 2009 is made up as follows: Increase in the provision for other risks and charges 1,676,053Impairment losses on goodwill (Note 19) 42,284

1,718,337

Utilization of provisions in the year ended 31 December 2009 corresponds to direct utilization of the balance to cover the liabilities resulting essentially from the Group’s legal and non-legal litigation. In addition, adjustments correspond to the reversal of provisions covering risks and contingencies for which they were provided but that did not materialize.


49

31 December 2008:

Provisions for liabilities

Provisions for of the associated risks and companies charges (Note 21)

Balances at 31 December 2007 3,184,252 69,093Changes in the consolidation perimeter (63,751) (69,093)Increases 3,751,900 -Utilization (102,377) -Decreases/adjustments (Note 11) (253,414) -

Balances at 31 December 2008 6,516,610 -

The caption “Provisions and impairment losses” included in the statement of comprehensive income for the year ended 31 December 2008 is made up as follows: Increase in the provision for other risks and charges 3,751,900Impairment losses on program broadcasting rights (Note 24) 11,729,561Impairment losses on goodwill (Note 19) 2,322,204Impoairment losses on minority interest (Notes 19 and 29) 103,475

17,907,140

34.3 Lawsuits in progress

At 31 December 2009 there were several lawsuits in progress brought against the Group by third parties, the amounts of which and final outcome at the time of preparing the financial statements were still unknown, including: - In 2006 SIC received a Note of Illicitness (“Nota de Ilicitude”) from the Competition Authority for an

alleged practice forbidden under article 4 of Law 18/2003 of 11 June, as a result of the signing of a partnership agreement between the ZON Group and SIC on 27 March 2000. The Competition Authority decided in this process to impose a penalty of 540,000 Euros on SIC in 2007, which it appealed against and which was decided in its favour by the Commercial Court. The Competition Authority appealed to the High Court of Justice of Lisbon, which confirmed the first ruling. The only possibility of appeal is currently to the Constitutional Court. In previous years, SIC recorded a provision of 137,000 Euros for this litigation.

- There is an Common Administrative Action pending, in which SIC and Entidade Reguladora da

Comunicação Social (“ERC”) are parties, with the objective of obtaining implicit concession of the renewal of the television license, as well as condemning ERC to execute the renewal action. At this time the action is awaiting decision of the Central Administrative Court. In addition, there a Special Administrative Action in progress to which SIC and ERC are parties, under which SIC requested partial cancellation of the decision of that institution that renewed the television broadcasting license. Subsequently, the Court decided to suspend the action until a decision is made on the previous administrative action, given the connection between them.

- In previous years GDA – Cooperativa de Gestão dos Direitos dos Artistas, CRL (“GDA”) brought a

legal action against SIC, in the Judicial Court of Oeiras, under which GDA claims payment of annual remuneration to artists, interpreters or performers at the rate of 1.5% of the annual amount of advertising income, effective as from September 2004, as well as late payment interest. SIC appealed this action, which is pending in the above mentioned Court.


50

34.4 Tax processes in progress

In previous years the Group was notified of additional tax assessments, most of which were not recorded or paid as they are considered to have no merit:

- In 2002, a company merged into Edimpresa (now merged into Medipress) was subject to an

additional corporate income tax assessments by the tax authorities in the amount of approximately 1,339,000 Euros (including interest of 329,000 Euros). Considering the tax legislation in force at the time regarding the exception relating to late payment interest at the end of 2002, the company decided to pay part of the additional assessments, the unpaid amount at 31 December 2009 being approximately 1,026,000 Euros. The company appealed against these additional assessments, but since the tax administration denied the appeal, the Company increased provision for risks and charges to cover that amount. Additionally, in 2005 that participated company received an additional tax assessment of 731,593 Euros, relating essentially to Personal Income Tax, which also has been appealed against by the company, as management believes that it is unfounded, a bank guarantee having been given (Note 36).

- In previous years, SIC was notified by the tax authorities to pay approximately 2,960,000 Euros

(including compensatory interest), as a result of corporate income tax and property tax inspections of certain transactions realised in the years from 1997 to 2004. The Company, based on the opinion of its legal advisors, appealed against these notifications, as it believes that they are unfounded and has recorded a provision of 155,000 Euros for them. The Company has also provided bank guarantees for them (Note 36).

35. DERIVATIVE FINANCIAL INSTRUMENTS

At 31 December 2009 the Group had no derivative financial instruments. At 31 December 2008 the financial derivative instruments were as follows:

2009 2008

Forward exchange rate (Notes 16 and 33) - (38,001)

Derivative financial instruments used by the Group at 31 December 2008 relate to exchange rate forwards (computed over a notional value of 7,500,000 USD as of 31 December 2008), contracted to hedge the risk of exchange rate fluctuations on accounts payable to suppliers in US dollars. These exchange rate derivatives are stated at fair value as of the balance sheet date, determined by valuations made by financial institutions, changes in fair value being recognised in the statement of total income (Note 16). Fair value is obtained through confirmation of the discounted present value of the nominal amount in each currency, considering the prevailing income curve at the date. This amount corresponds to the substitution (or closing) cost of each operation and is intended to be its approximate market value considering current market conditions, namely the nominal interest rate differentials for the remaining term of the forward operation.

36. CONTINGENT LIABILITIES

The guarantees given to third parties by Impresa, SIC, Medipress and the remaining Group companies at 31 December 2009 were as follows: At 31 December 2009, Media Zoom and Solo had shares representing 49% of SIC’s capital pledged in guarantee of a loan from Banco BPI, S.A. to finance the acquisition of that subsidiary (Note 30.a)). At 31 December 2009, Impresa had shares representing 100% of Soincom’s capital pledged in guarantee of a loan obtained initially by that subsidiary from Caixa Geral de Depósitos, SA, which was transferred to Impresa in 2001, and in guarantee of the loan obtained from Caixa Banco de Investimento; additionally, Soincom had shares representing 51% of SIC’s capital pledged in guarantee of these loans (Note 30.c). At 31 December 2009, Impresa Publishing had shares representing 51% of Sojornal’s capital pledged in guarantee of loans from Banco Comercial Português, S.A. (Note 30.f)).


51

At 31 December 2009, the quotas of Medipress were pledged in guarantee of the loans obtained by Edimpresa from Banco Espírito Santo and Banco Espírito Santo de Investimento, S.A. (Notes 30.b) and h)). The bank guarantees given by the television segment at 31 December 2009 and 2008 were as follows:

2009 2008

Tax department of Algés 2,879,640 3,591,174ERC 1,995,192 1,995,192Union des Associations Europeenes de Football 1,900,000 -Novimovest 1,320,600 1,320,600Civil Government of Lisbon 734,674 10,986Tax department 497,133 -De Lage Cisco 137,624 -Imopólis 44,701 -Municipal Council of Oeiras 35,745 35,745

9,545,309 6,953,697

The guarantees given to the Tax Department of Algés are in connection with the tax litigation awaiting

judgement of the appeals submitted by SIC (Note 34). The guarantee given to ERC results from requirements of current legislation for the licensing of new

channels and for broadcasting television contests. The guarantee given to Union des Associations Europeenes de Football is to cover compliance with the

“UEFA Europa League 2009-2012” contract. The guarantee given to Novimovest is to cover obligations resulting from the lease contract of the SIC head

office with that entity, especially payment of the rent. The guarantee given to the Civil Government of Lisbon is to guarantee fulfilment of the contests “Day time

Verão”, “Galinha Ovos Ouro”, “Natal SIC”, “Ano novo, carro novo” and “Sorteio Ídolos”. The guarantee given to the Tax Department is to cover requests for the recovery of Value Added Tax. The guarantee given to De Lage Cisco results from reformulation of the communications architecture

currently in progress. The guarantee given to Imopólis is in guarantee of the payment of rent of the studios. The guarantee given to the Municipal Council of Oeiras results from a process to purchase a plot of land

adjacent to the installations of SIC’s headquarters. The bank guarantees given by Medipress at 31 December 2009 and 2008 are as follows:

2009 2008

Tax department of Oeiras 932,400 932,400De Lage Cisco 97,635 -Tax department 95,602 95,602Civil Government of Lisbon 89,179 59,731

1,214,816 1,087,733

The guarantees given to the Tax Department of Oeiras and Tax Department are to cover additional tax assessment of 731,593 Euros for 2005 (Note 34).

The guarantee given to De Lage Cisco results from reformulation of the communications architecture

currently in progress.


52

The guarantees given to the Civil Government of Lisbon results from legal requirements of current legislation relating to contests in publications.

Bank guarantees given by the companies of the digital segment at 31 December 2009 and 2008 were as

follows:

2009 2008

LG Electronics 300,000CTT 36,000 36,000De Lage Cisco 14,487IAPMEI - 249,589Agency of Innovation - 100,000Imopólis - 57,084

350,487 442,673

The guarantee given to LG Electronics is to cover the exact and punctual compliance with the obligations

resulting from the supply of products and/or rendering of services by that entity. The guarantee given to CTT is to ensure fulfilment of the financial obligations of the Licensing of Use of

Data Bases and Applications Development Contract under the Geographic Information Systems of CTT signed in 11 December 2008.

The guarantee given to De Lage Cisco results from reformulation of the communications architecture

currently in progress. At 31 December 2009 and 2008 the remaining Group companies, namely, Sojornal and Gesco, had bank

guarantees given relating to their operations and tax assessments awaiting response to the appeals presented by the companies, in the amounts of approximately 567,763 Euros, and a guarantee of 28,404 Euros in favour of IAPMEI relating to a subsidy received from that entity.

37. COMMITMENTS ASSUMED

37.1 Pensions

Certain Group companies (Impresa, Sojornal, Medipress and Media Zoom) have assumed commitments to pay their employees and remunerated members of the Board of Directors hired before 5 July 2003, pension supplements for retirement due to age and incapacity. The benefits are calculated based on a percentage that increases with the number of years of service applied to the salary scale or a fixed percentage applied to the base salary as of the anniversary date defined as being the amounts in 2002. In 1987 the Group created an autonomous pension fund to which it transferred its liability for the payment of the above pensions. In accordance with an actuarial study made by the entity managing the fund, the present value of the past service liability of the above mentioned companies for current and retired employees as of 31 December 2009 was estimated in 3,435,764 Euros, the amount of the fund at that date being 5,516,094 Euros.

In 2009, after authorization by the Institute of Insurance of Portugal, part of the surplus (800,000

Euros) was returned to the Group (Note 11).

The market value of the pension fund’s assets at 31 December 2009 and 2008 exceeded Impresa’s liability. In accordance with IAS 19, paragraph 58, considering that it is not possible to reliably determine if that excess can be returned to the Company, or result in a decrease in future contributions to the plan, the Company did not record the corresponding asset. The actuarial study was made using the method known as “Projected Unit Credit” to calculate the pensions for retirement and disability, and the following main assumptions and actuarial and technical bases:


53

2009 2008 2007 2006 2005

Annual rate of return on pension fund assets 5.0% 4.6% 4.6% 5.0% 6%Salary growth rate 0% 0% 0% 0% 0%Pension growth rate 0% 0% 0% 0% 0%National minimum salary growth rate 2.00% 2.00% 4.50% 4.50% 4.50%Technical actuarial rate 5.25% 5.25% 5.25% 4.00% 4%Salary growth rate for purposes of calculation

of the Social Security pension 2% 2% 2% 2% 2%Actuarial tables:

Mortality TV 88/90 TV 88/90 TV 88/90 TV 88/90 TV 73/77Disability EVK 80 EVK 80 EVK 80 EVK 80 EVK 80

The estimated annual rate of return on the pension fund assets was determined by the company managing the fund, by applying to the benchmark structure of the Fund’s assets, the expected medium and short term annual rates of return to each class of assets. These result from an estimating model of an international consultancy firm, in which the inputs are not only the historical rates of return for each class of assets but also the perspectives of an international panel of financial analysts. The changes in the past service liability of current and retired employees and in the assets of the plan in the years ended between 31 December 2005 and 2009 were as follows:

2009 2008 2007 2006 2005

Present value of the liability for defined benefits at the beginning of the period 5,185,997 5,392,058 6,265,891 5,770,783 5,945,024Benefits paid (69,868) (239,906) (239,466) (201,555) (24,604)Current service cost 31,237 34,050 74,292 328,693 294,559Interest cost 270,431 276,786 307,308 359,922 375,074Actuarial (gains)/losses (1,982,033) (276,991) (1,015,967) 8,048 (819,270)Present value of the liability for defined benefits at the end of the period 3,435,764 5,185,997 5,392,058 6,265,891 5,770,783

2009 2008 2007 2006 31-12-2005

Plan assets at the beginning of the year 6,030,641 6,504,447 6,507,567 6,391,200 6,097,435Benefits paid (69,868) (239,906) (239,466) (201,556) (24,604)Return to the associates relating to the financial excess (Note 11) (800,000) - - - -Actual return on the plan assets 355,321 (233,900) 236,346 317,923 318,369Plan assets at the end of the year 5,516,094 6,030,641 6,504,447 6,507,567 6,391,200

Superavit 2,080,330 844,644 1,112,389 241,676 620,417

The fund’s assets at 31 December 2009 and 2008 were as follows:

Amount % Amount %

Bonds 2,587,701 47% 1,445,298 24%Public debt securities 1,087,730 20% 1,809,510 30%Participating units in

real estate investment funds 1,319,035 24% 1,228,803 20%Money market 157,299 3% 909,772 15%Shares 350,946 6% 520,239 9%Cash and cash equivalents, receivables

and other short term assets 13,384 0% 117,019 2%5,516,095 100% 6,030,641 100%

2009 2008

The pension fund does not have any securities of the Impresa Group or any assets used by it.


54

37.2 Commitments to acquire programs

At 31 December 2009 and 2008 the Group had contracts and agreements with third parties to acquire films, series and other programs amounting to 14,735,828 Euros and 13,022,536 Euros, respectively, not included in the statement of financial position, in accordance with the valuation criteria used (Note 2.10)), as follows:

Nature 2010 2011

2012 and subsequent

yearsUndefined

date Total 2009 2010

2011 and subsequent

yearsUndefined

date Total

Entertainment 745,256 - - - 745,256 2,200,507 - - - 2,200,507Films 541,377 300,000 - 25,474 866,851 1,351,241 30,000 - 349,846 1,731,087Format 817,174 - - - 817,174 948,000 - - - 948,000Soap-operas 2,971,074 - - - 2,971,074 4,455,943 - - - 4,455,943Children 641,738 15,233 - - 656,971 - - - - - Documentaries 186,372 - - - 186,372 191,795 77,760 - - 269,55560 Series 336,398 87,288 - - 423,686 511,223 - - - 511,223Mini series - - - 24,000 24,000 7,920 - - 15,219 23,139Wlldlife - - - 131,319 131,319 355,412 - - 316,420 671,832Sport 2,913,125 2,500,000 2,500,000 - 7,913,125 2,211,250 - - - 2,211,250

9,152,514 2,902,521 2,500,000 180,793 14,735,828 12,233,291 107,760 - 681,485 13,022,536

Natureza 2010 2011

2012 and subsequent

yearsUndefined

date Total 2009 2010

2011 and subsequent

yearsUndefined

date Total

Entertainment 706,256 39,000 - - 745,256 2,171,127 - 29,380 - 2,200,507Films 17,696 - 823,681 25,474 866,851 42,213 331,474 1,007,554 349,846 1,731,087Format 774,900 42,274 - - 817,174 818,000 - 130,000 - 948,000Soap-operas 2,295,688 126,255 549,131 - 2,971,074 4,340,491 115,452 - - 4,455,943Children 266,840 81,675 308,456 - 656,971 - - - - - Documentaries 136,372 - 50,000 - 186,372 66,003 75,792 127,760 - 269,55560 Series 145,889 - 277,797 - 423,686 64,399 269,420 177,404 - 511,223Mini series - - - 24,000 24,000 - 7,920 - 15,219 23,139Wlldlife - - - 131,319 131,319 5,581 349,831 - 316,420 671,832Sport 2,913,125 2,500,000 2,500,000 - 7,913,125 725,000 1,486,250 - - 2,211,250

7,256,766 2,789,204 4,509,065 180,793 14,735,828 8,232,814 2,636,139 1,472,098 681,485 13,022,536

Last year the titles can be broadcast Last year the titles can be broadcast31 December 2009 31 December 2008

31 December 2009 31 December 2008Year the titles are available Year the titles are available

37.3. Commitments to acquire fixed assets At 31 December 2009 and 2008, the commitments assumed for the acquisition of fixed assets

amounted to approximately 438,000 Euros and 50,000 Euros, respectively. 37.4. Operating leases

In 2004, SIC sold its head office building to an investment fund for 12,300,000 Euros and signed a

lease contract to rent the building for a period of 15 years at an annual rent of 816,500 Euros in the first year and 873,000 Euros as from the second year, subject to annual adjustment based on inflation.

In 2009, GMTS sign a contract to lease a property in which the SIC studios are located for a period of

five years, paying an annual rent of approximately 236,000 Euros, subject to annual adjustment in accordance with applicable Ministerial Order.

In addition, the Group uses other assets under operating lease. The operating lease contracts do not have contingent lease payments. The payments under the

operating lease contracts mature as follows: 2009 2008 - within one year 2,042,761 Euros 2,331,007 Euros

- between one and five years 5,391,123 Euros 5,412,389 Euros - more than five years 5,105,594 Euros 5,869.537 Euros In the years ended 31 December 2009 and 2008 the Group recognized operating lease costs of

approximately 2,429,000 Euros and 1,899,000 Euros in the statement of comprehensive income. 37.5. Commitments to acquire financial participations


55

Media Zoom has assumed the commitment to acquire an additional 29% participation in InfoPortugal in

2010, for an amount varying between 1 Euro and 3,697,500 Euros, depending on the operating results of the company. After that acquisition, Media Zoom has the option to acquire the remaining 20% of the capital for an amount varying between 1 Euro and 2,550,500 Euros depending on the operating results of the company, which can be exercised as from 1 April 2010 for a period of three years.

AEIOU has assumed the commitment to purchase an additional 24% participation in 7 Graus after

approval by the Shareholders’ General Meeting of its audited accounts for the year ended 31 December 2010, for an amount varying between 96,000 Euros and 288,000 Euros. Additionally, there is a commitment to acquire an additional 10% participation in this company after approval by the Shareholders’ General Meeting of its audited accounts for the year ended 31 December 2012 for an amount varying between 60,000 Euros and 100,000 Euros.

These purchase options were not measured at fair value, as the underlying shares do not have a listed

market value on an active market, and so it is not possible to reliably measure their fair value.

38. RELATED PARTIES

The balances at 31 December 2009 and 2008 and transactions during the years then ended with related parties were as follows: 31 December 2009:

Bank Accounts Accounts Loansdeposits receivable payable obtained

BPI Group 3,125,352 10,205 - 136,896,790Vasp - 4,371,336 413,117 -Heidrick & Struggles - Consultores de Gestão, S.A. ("Heidrick & Struggles") - - 87,885 -Compta- Equipamentos e Serviços de Informática, S.A. ("Compta") - - 32 -Morais Leitão, Galvão Teles, Soares da Silva & Associados - - 127,645 -

3,125,352 4,381,541 628,679 136,896,790

SalesServices Financial and services Financialobtained Payroll costs rendered income

Impreger 89,784 - - - -BPI Group - - 6,333,565 315,119 40,228Board of directors - 1,164,117 - - -Vasp 852,158 - - 35,332,955 -Heidrick & Struggles 184,275 - - 3,072 -Compta 63,294 - - - -Morais Leitão, Galvão Teles, Soares da Silva & Associados 232,777 - - 190 -

1,422,288 1,164,117 6,333,565 35,651,336 40,228

Balances

Transactions


56

31 December 2008:

Bank Accounts Accounts Loansdeposits receivable payable obtained

BPI Group 5,918,149 21,600 - 145,167,446Vasp - 3,744,108 117,433 -Heidrick & Struggles - Consultores de Gestão, S.A. ("Heidrick & Struggles") - - 8,704 -

5,918,149 3,765,708 126,137 145,167,446

SalesServices Financial and services Financialobtained Payroll costs rendered income

Impreger 89,784 - - - -BPI Group 1,284 - 9,282,751 289,204 271,695Board of directors - 1,265,408 - - -Vasp 675,618 - - 33,116,951 -Heidrick & Struggles 297,500 - - - -Compta- Equipamentos e Serviços de Informática, S.A. 56,429 - - - -

1,120,615 1,265,408 9,282,751 33,406,155 271,695

Balances

Transactions

The terms and conditions practiced in transactions between Impresa and related parties are substantially the same to those that would normally be contracted, accepted and practiced between independent entities in comparable operations. Some of Impresa’s shareholders are financial institutions with which commercial agreements are established in the normal course of Impresa’s operations, with similar conditions to those currently contracted with independent entities. The transactions carried out under the commercial agreements relate essentially to advertising services by the Impresa Group and the granting of loans by the financial institutions. In the beginning of 2005 the Group acquired from the BPI Group, 49% of SIC’s share capital and obtained a loan of 152,500,000 Euros (Note 30) to finance the acquisition. Balances and transactions between the consolidated companies were eliminated in the consolidation process and are shown in Note 9. Considering the Group’s governance structure and the decision making process, it only considers as “key management personnel”, the Board of Directors, as the main operating decisions are made by Impresa’s Executive Committee, which is made up only of members of the Board of Directors. In the years ended 31 December 2009 and 2008 transactions with the Board of Directors corresponded essentially to remuneration paid for performing their functions in the Impresa Group. In the years ended 31 December 2009 and 2008 pension supplements of 8,143 Euros and 178,181 Euros, respectively, were paid by the pension fund to a former Director. In the years ended 31 December 2009 and 2008 no long term benefits relating to termination of contracts or payments in shares were attributed to members of the Board of Directors.

39. RATES USED FOR TRANSLATION OF FOREIGN CURRENCY BALANCES

The following rates were used to translate foreign currency assets and liabilities at 31 December 2009 and 2008 to Euros:

2009 2008 US dollar 1.4406 1.3917 British pound 0.8881 0.9525 Swiss franc 1.4836 1.4850


57

40. FINANCIAL INSTRUMENTS The Group manages its capital to ensure that the subsidiary companies carry out their operations from a

going concern standpoint. In this respect, the Group periodically analyses the capital structure (own and third party) and debt maturities of the Group companies, financing them when necessary.

The financial instruments at 31 December 2009 and 2008 were as follows:

2009 2008

Financial assets:Available-for-sale assets 1,555,710 8,927,674Receivables 49,792,619 53,561,564Cash and cash equivalents (Note 27) 1,076,716 -

52,425,045 62,489,238

Financial liabilities :Loans 232,356,805 234,211,861Payables 112,486,429 108,955,704Cash and cash equivalents (Note 27) - 6,926,006Derivatives (Note 35) - 38,001

344,843,234 350,131,572

The Impresa Group is exposed essentially to the following financial risks:

a) Market risk

Market risks result from changes in interest and exchange rates.

(i) Interest rate

Interest rate risk relates essentially to interest cost on several loans subject to variable interest rates. In order to reduce the Group’s exposure to variable interest rates, the contract for the loan from BPI, obtained in 2005 to finance the acquisition of 49% of the share capital of SIC, includes a floor and cap which limit the variation in the basic interest rate on the loan to 2.15% and 5.05%, respectively, up to 2014. The amount due on this loan at 31 December 2009 and 2008 was 132,163,934 Euros and 135,967,213 Euros, respectively, representing approximately 53.6% and 53.9% of bank indebtedness at those dates. The remaining loans are exposed to changes in the market rates of interest (Note 30).

If market interest rates in the years ended 31 December 2009 and 2008 were 0.5% higher or lower,

net profit for these years would have decreased or increased by approximately 1,357,000 Euros and 1,289,000 Euros, respectively.

(ii) Exchange rates

Exchange rate risk refers to receivables and payables in currencies other than the Euro, the Group’s

currency. Exchange rate risk at 31 December 2009 and 2008 relates essentially to the acquisition of television

broadcasting rights from foreign producers. So as to reduce the risk to which the Company is exposed, a loan of 8,954,795 Euros was contracted, which was converted to a USD term deposit, which at 31 December 2009 amounted to 8,676,940 Euros.


58

The foreign currency balances payable, expressed in Euros at the exchange rates in force at 31 December 2009 and 2008 were as follows:

2009 2008

American dollar (USD) 3,514,854 2,697,053Swiss franc(CHF) 23,663 20,573British pound (GBP) 112,776 2,368

3,651,293 2,719,994

The Group did not have foreign currency receivables at 31 December 2009 and 2008.

b) Credit risk

Credit risk relates essentially to accounts receivable resulting from the operations of several Group companies (Note 25). In order to reduce credit risk, the Group companies have defined policies for granting credit, with defined credit limits by client and collection terms and discount policies for payment in advance or in cash. The credit risk of each Group business is monitored regularly with the objective of: - limiting credit granted to clients considering the profile and age of the account receivable; - monitor evolution of the level of credit granted; - review the recoverability of amounts receivable on a regular basis.

Impairment losses on accounts receivable are calculated considering:

- a review of the aging of accounts receivable; - risk profile of the customer; - historical commercial and financial relationship with the customer; - existing payment agreements; - financial condition of the customer. The changes in impairment losses on accounts receivable are shown in Note 34. The Board of Directors believes that the impairment losses on accounts receivable are adequately reflected in the financial statements, there being no need to increase the adjustments to accounts receivable.

Receivables at 31 December 2009 and 2008 include amounts overdue as follows, for which impairment losses were not recognised as the Board of Directors believes that they are collectible.

Overdue balances 2009 2008

Up to 90 days 16,574,004 19,268,491From 90 to 180 days 3,215,636 2,443,942More than 180 days 3,048,022 675,024

22,837,662 22,387,457

In addition, accounts receivable at 31 December 2009 include balances not yet due, their maturity dates being defined contractually as follows: Due date 2009

2010 1,231,5162011 774,2032012 368,2282013 267,6412014 260,4782015 and subsequent years 1,818,210

4,720,276


59

c) Liquidity risk

Liquidity risk exists if the funding sources such as operating cash flows, divestment, credit lines and flows from financing operations do not meet the financing needs such as cash outflow for operating and financing activities, investment, shareholder remuneration and debt repayment operations. In order to reduce this risk, the Group endeavours to maintain a liquid position and average debt maturities that enable it to repay debt under reasonable conditions. At 31 December 2009 and 2008 the amount of cash and credit lines approved and not used amounted to approximately 30,440,000 Euros and 22,652,000 Euros, respectively. Financial indebtedness at 31 December 2009 and 2008 matures as follows:

Financial liabilities Up to 1 year 1 to 2 years 2 to 3 years More than 3 years Total

Interest bearing:Loans 45,299,477 28,471,543 13,559,261 145,026,524 232,356,805Finance leases 2,456,638 2,500,627 2,478,036 9,519,655 16,954,956Other liabilities 6,666,667 6,458,970 - - 13,125,637

54,422,782 37,431,140 16,037,297 154,546,179 262,437,398

Non-interest bearing:Trade payables 47,642,592 - - - 47,642,592Suppliers of fixed assets 866,026 - - - 866,026Other current liabilities 33,897,218 - - - 33,897,218

82,405,836 - - - 82,405,836136,828,618 37,431,140 16,037,297 154,546,179 344,843,234

Financial liabilities Up to 1 year 1 to 2 years 2 to 3 years More than 3 years Total

Interest bearing:Loans 48,695,058 16,449,098 14,664,098 161,329,613 241,137,867Finance leases 2,422,819 2,444,052 2,488,302 12,597,415 19,952,588Other liabilities 2,201,344 1,798,675 1,890,330 1,004,095 6,894,444

53,319,221 20,691,825 19,042,730 174,931,123 267,984,899

Non-interest bearing:Trade payables 41,005,670 - - - 41,005,670Suppliers of fixed assets 162,468 - - - 162,468Other liabilities 40,978,535 - - - 40,978,535

82,146,673 - - - 82,146,673135,465,894 20,691,825 19,042,730 174,931,123 350,131,572

2008

2009

41. NOTE ADDED FOR TRANSLATION

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


IMPRESA

2009 Legal Certification

IMPRESA

SOCIAL RESPONSIBILITY Report

2

SOCIAL RESPONSIBILITY The GROUP IMPRESA is fully aware of its added social responsibility, since most of its companies operate mostly in the communication area. Therefore, the Group promotes various initiatives throughout the year, both internal and external, which reflect its concern with the community and reflect the values the Group focuses on and favours, such as:

• Development of relations with stakeholders, local communities and society in general;

• Greater investment in human resources, regarding the various aspects involved;

• Preservation and defence of the environment. In this context, several actions were developed in 2009 through the principle communication means of the Group, providing society with valuable contributions in different areas:

A. AT AN EXTERNAL LEVEL

1. SOCIAL RESPONSIBILITY

In a year of economic and financial crisis, with negative social consequences, namely with respect to unemployment, the Group IMPRESA paid special attention to and encouraged charitable actions, seeking to cover the entire country.

All press publications regularly offered space for the promotion of charity initiatives, presented by reliable entities.

SIC also maintained, during 2009, its support, in fact expanded to other areas, to various social solidarity institutions and projects which were broadcast through 1943 news items representing 71 campaigns, in a total of 12 hours and 36 minutes. Some of these campaigns were also broadcast in the thematic channels SIC Notícias, SIC Mulher and Sic Radical. In the health area, the campaigns for the prevention of Influenza (A), Diabetic Retinopathy and of the Portuguese Cardiology Foundation were particularly highlighted, as well as the Terry Fox Race and Always a Woman Race.

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a) SIC ESPERANÇA

In 2009, a year dedicated to social inclusion, assistance was provided to over 1,000 people with close to 200,000 euros raised thanks to the collaboration of all. Over the year, numerous projects were developed in the area of inclusion, with the objective of covering various target groups: 1- With the sum received from the Expresso BPI Golf Cup 2008 four wheelchairs

were bought, adapted for patients with cerebral palsy of the institution “The Samaritans” in the north of the country;

2- Two projects were implemented in the south of the country with the sum gained through the partnership with Allgarve: the construction of an Aquatic Snoezelen in the Education Centre for Unadapted Children (NECI), and another with the purchase of kitchen and laundry equipment for the temporary shelter of the Movement of Support to Aids Issues Association;

3- In partnership with the Hard Rock Café, a music therapy project was developed at the Portuguese Association of Relatives and Friends of Alzheimer Patients.

4- Four Esperança Grants were created for young people who are in charity institutions, and who wish to attend higher education or vocational training. This was possible with the sums raised through the FIAT/ SIC Esperança auction and the sum received from Expresso BPI Golf 2009;

5- With the collaboration of volunteers of the IMPRESA Group, a vegetable garden was created in the heart of Lisbon for the Night Shelters of Lisbon, enabled through the sum raised from the partnership with the first edition of the Lisbon Restaurant Week;

6- The fight against isolation and loneliness of the elderly was the theme of the Time to Give project, a partnership between SIC Esperança and Delta Cafés, which benefitted 3 institutions with vehicles and tele-assistance devices. The campaign also led to various offers of voluntary work and support to projects under this theme, of a total of close to 400 people who were forwarded to institutions.

7- With the principal objective of appealing to and awakening the charitable spirit in every one of us, in a creative and original manner, SIC Esperança, in partnership with Zee, challenged Ricardo Pereira, Sofia Carvalho, Cláudia Vieira and João Manzarra to personalise charity watches. For every Zee sold, 10 € revert to SIC Esperança for social inclusion projects;

8- In the environmental area, continuity was given, in a second edition of the “Solar School” competition, in partnership with Rock in Rio. This was a competition at a national level, with the support of the Ministry of Education and Ministry of the Environment, for 2nd and 3rd year pupils of elementary and secondary schools. The objective is to create strong educational action for environmental and social awareness-raising and mobilisation at schools, through projects aimed at promoting energy efficiency and the reduction of greenhouse gases, and involves the participation of a private charity institution (IPSS) or local non-profit making entity. The schools in the first two places – Secondary School of Arganil and Basic School of Gavião, won solar panels, whose energy production is sold to the public energy grid. This revenue will then be used to implement social projects defined under SIC Esperança. In

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2009 the first edition of the project was distinguished with the Energy Globe Award.

9- Also in the environmental area, efforts were joined to stimulate the Portuguese to participate in Planet Time. The objective of this initiative of awareness-raising on climate change of the WWF network was to encourage companies, communities, governments and individuals to turn off the electricity for one hour on 28th March 2009, at 20h30, for the purpose of reducing greenhouse gas emissions.

Other Actions:

At the same time, SIC Esperança has also developed other specific actions to respond to urgent social issues: 1. On World Children's Day, SIC Esperança took children from 3 institutions to the

children's city - Kidzania. Accompanied by Nuno Graciano and SIC Esperança, children from the Saint Francis of Assisi Centre, Florinhas da Rua Protection Association and Resgate Association - Conde de Agrolongo Institute on a visit to Kidzania, where SIC has a television studio.

2. In view of the new situations of risk of poverty, occurred in 2009 in Portugal, caused

by the financial crisis, a group of personalities and institutions, amongst which SIC, joined together to create a solidarity campaign entitled Solidarity Country. This was a civil society initiative aimed at the families most affected by the crisis and which do not benefit from any specific social protection system. The campaign covered the four areas identified as being most precarious: Greater Porto, Vale do Ave, Tâmega and the Peninsula of Setúbal and the donations were distributed through Portuguese Cáritas, the Portuguese Red Cross and the Federation of Food Banks Against Hunger.

3. In 2009, SIC Esperança participated in the construction of a house for refugee

children of the CPR - Portuguese Refugee Council, through the watch sale of the Caçula Swatch - A House for the World. This partnership will last up to the construction of the house.

4. A partnership was also established with Microsoft through the Microsoft Imagine

Cup project where young people were challenged to place technology at the service of inclusion in institutions.

5. For the 5th consecutive year Karacter Models supported a charitable cause through

the production of its calendar, dedicated this year to the commemoration of the Centenary of the Implantation of the Republic. The Calendar was sold with the Group's magazine, TV Mais. The revenue from the sale of the calendar will totally revert to inclusion projects embraced by SIC Esperança, since 2010 is the European Year for Combating Poverty and Social Exclusion.

6. The delegations of the IMPRESA Group in Porto joined efforts around Christmas

time to raise products for donation to two institutions which provide shelter and care

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to young people at risk in the north of Portugal - Oficina de S. José and Lar de Santa Teresa, both in Viana do Castelo district.

Future Activities:

2010 will be dedicated to the combat of poverty and exclusion, in solidarity with the European Year for Combating Poverty and Social Exclusion. So partnerships have been established with the Social Security Institute and Working Committee of the European Year, for the purpose of developing projects to effectively contribute to the resolution of the issues addressed therein. Furthermore, and because it is the year of Rock in Rio, SIC Esperança will develop projects in association with the event.

b) CHRISTMAS PROJECT

In 2009, Expresso and SIC joined together in a social solidarity project with the Christmas theme. The objectives of this joint initiative included:

- Creation of a daily entertainment spot in SIC programming which at the same time publicised the action, thus fostering its results;

- Sale of a book, a CD and a DVD with Expresso at a symbolic price (1€ each);

- Raising of funds for a social solidarity association. All the revenue from the sale of these products, which reached 40,190.63 euros, reverted to the social institution ACREDITAR.

On the part of SIC, the action consisted of: from 12th to 24th December, in a decreasing countdown to Christmas, the broadcasting of an original Christmas short story. The short stories were narrated by SIC personalities live, after the Evening News.

SIC personalities involved: Rita Ferro Rodrigues, Ricardo Pereira, Sofia Cerveira, Francisco Menezes, Cláudia Vieira, Fátima Lopes, João Manzarra, Carolina Patrocínio, Luciana Abreu, José Figueiras, Clara de Sousa and Bárbara Guimarães.

At the end of each short story, the main theme of the project's Christmas music was interpreted by João Pedro Pais.

On 24th December, with the last short story, the full music was revealed.

On the part of Expresso, the action consisted of: on 12th December, sale with the Expresso of the Book of this project which contained the 12 original short stories signed and narrated on SIC by the personalities who gave their voice to this initiative. On 19th December, the Film “Maravilhoso Mundo dos Brinquedos” (Wonderful World of Toys) in DVD was sold with the Expresso. On 24th December the CD of this initiative was sold, which included the Christmas music and narration of the different short stories.

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2. ENVIRONMENT AND SUSTAINABILITY

For many years the communications means of the IMPRESA Group has been pioneer in the publicising of problems related to the environment and search of solutions to resolve them. In 2009, this cause pursued:

a) Thematic Months

During 2009, the Expresso once again devoted some months to current themes considered to be of great importance to contemporary society. Hence: April – Was the month dedicated to Sustainability. In addition to the editorial coverage of the subject, the visit of Rajendra Pachauri, for a conference on climate change was promoted jointly with Banco Espírito Santo. June – Was considered the Environment month, where the editorial part increased its focus on the development of this theme, while other initiatives were taken such as the offer of 4 Photographs of the Environment + Folder Cover, in the first week of the Month to launch the initiative and to raise the awareness of the readers on this issue. Launch of a Pastime with the offer of a Toyota Prius and many other Environment friendly prizes. This initiative was sponsored by EDP.

b) VISÃO Verde - The raising awareness of public opinion over the defence of the environment and on the sustainability of the Planet has been a central preoccupation of the magazine. As of 2007 Visão has published a special edition each year wholly dedicated to the environment: Visão Verde was published for the 3rd time in 2009. VISÃO, jointly with EDP, offered its readers a low consumption light bulb together with each magazine.

c) SIC CAMPAIGNS

Also on SIC, the environment continued to be highlighted through Abraço (Embrace) campaigns with the cable recycling campaign and the World Wildlife Fund with its “Vote Planet” campaign and publicising of the Copenhagen Summit. Note should also be made of the support of SIC News to the Green Project Awards and Green Festival projects which distinguish and stimulate the best things done in Portuguese Society.

3. CULTURE

Support to all types of cultural manifestations is another constant feature of the communications means of the Group IMPRESA, whether through the dissemination of important contents and places attributed to them, or by other means: a) SUPPORT TO SHOWS AND OTHER CULTURAL INITIATIVES

In the area of musical and cultural performances, the whole SIC channels supported a total of approximately 92 events related to music, the performing arts

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or culture, representing an increase of 4.5% compared to 2008. In the majority of the supported events, the SIC trade name was present at the location of the events to foster proximity. The partnership with the National Cultural Centre was also maintained and the usual support was continued for the dissemination of cultural events for non-profit making purposes through the habitual initiatives of Santa Casa da Misericórdia de Lisboa, the “Tom & Hulk” children's theatre and the Medieval Market of Almodôvar.

b) SPECIAL CONDITIONS FOR ADVERTISING

Culture and the Performing Arts benefit from a discount of 50% in advertising prices.

c) READING INCENTIVES

Several initiatives were launched for the purpose of stimulating interest in reading, writing, photography and history in younger (and other) citizens: • Braille Editions - The Braille editions, started in 2005 with the magazine Visão,

were extended in 2006 to the magazines Visão Júnior and Activa, and maintained in 2007, 2008 and 2009 due to the success of the initiative.

• Proverbs of All Times - Expresso launched a collection of twelve fully illustrated books aimed at informing young people on the best known proverbs of all times - “Proverbs which make children even wiser”. A CD was distributed with each book with the narration of the story by Bárbara Guimarães and original music.

• Classics of Humanity Collection– Expresso launched a collection of six books

entitled “Classics of Humanity”. A selection of famous works of universal literature. Works narrated to children and recalled to the People, illustrated adaptations of the original texts. The collection is composed of the following works: Os Lusíadas, A Perigrinação, Gulliver's Travels, The Odyssey, A História Trágico Marítima and The Aeneid.

• Journalist Writers Collection – Expresso and Visão launched a collection of 6

books, 6 novels by well known journalists in Portugal who demonstrate that in addition to the truth of the facts they also make their mark in the world of fiction. The collection is composed of the following works: “A Casa Quieta” (The Quiet House) by Rodrigo Guedes de Carvalho; “Mala de Senhora e outras Histórias” (Lady's Handbags and other Stories) by Clara Ferreira Alves; “O viúvo” (The widower) by Fernando Dacosta; “Nas Tuas Mãos” (In Your Hands) by Inês Pedrosa; “Papel Pardo” (Brown Paper) by Henrique Monteiro and “Histórias do fim da rua” (Stories from the end of the road) by Mário Zambujal.

• Visão Historia – In 2008, Visão launched the Visão Historia. A special edition

devoted to great historical events, dates of importance which should be remembered and therefore deserve a special edition with information on the

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real story, with a strong photographic component. In 2009 the themes addressed were: “Portugal nas Trincheiras (Primeira Guerra Mundial)”(Portugal in the Trenches (World War One)), “E o Homem chegou à Lua” (And Man arrived on the Moon) and “A queda do Muro de Berlim”(The fall of the Berlin Wall).

• With the support of Banco Santander Totta, the Expresso editions were distributed to the best students from various Universities.

• Visão Júnior was the first periodic publication to be included in the National

Reading Plan.

4. CITIZENSHIP

Citizenship can be exercised through the most diverse forms and the communications means of the Group IMPRESA contributed, in 2009, to the publicising of the voices and interests of its different types and sources. a) LOCAL SCOPE

• Giving continuity to the initiative launched in 2008, “Our Country Wishes”,

which sought to voice the needs of each part of the country, by developing social, cultural and sports projects, SIC has enabled the viability of the winning projects of Aveiro, Coimbra, Viseu, Santarém, Portalegre, Leiria, Faro, Évora, Beja, Lisbon, Guarda, Bragança, Castelo Branco, Vila Real, Porto, Braga and Viana do Castelo.

• For the purpose of fostering involvement with the community, SIC is

represented on the board of the group of schools of Miraflores and Carnaxide.

• SIC transmitted the Fair Trade, Red Nose Operation and Women's Rights

campaigns, to note merely a few.

b) YOUNG PEOPLE

Young people were also the target of dedicated action through the “Portugal Seen By Us” project, launched at the start of the academic year of 2008/2009. This educational project invited 3rd cycle and secondary students to show their perspective on the country in a documentary video format with special focus on what is changing at their school, city or region. 1,248 enrolments were received, reflected in 257 pieces of work. The best work was awarded and will be included in specific televised contents amongst the various SIC channels.

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5. INSTITUTIONAL INITIATIVES As an institution which it also is, the Group IMPRESA assumed its share of

responsibility, seeking to promote and distinguish people and institutions and highlight major current affairs through alternative means.

a) MERIT AWARDS

The awards created and awarded by some of the Group’s Press areas, with the objective of distinguishing people whose contribution to the development of society has been important, are also relevant:

EXPRESSO

• Pessoa Award. Launched in 1987, this is one of the most important awards in

the country, attributed every year to a Portuguese personality with relevant intervention in scientific, artistic or literary life.

In 2009, the Award of the value of € 250,000 was attributed to D. Manuel Clemente, a Theology and History graduate and with a Doctoral degree in Theology from Universidade Católica Portuguesa, appointed Bishop of Porto in 2007, currently performing the duties of Chairman of the the Episcopal Cultural Committee. Professor of History of the Church, Director of the Centre of Studies on Religious History at Universidade Católica Portuguesa and author of a vast collection of historiographical works, D. Manuel Clemente has been outstanding in his humanistic attitude in the defence of dialogue and tolerance, the combat of exclusion and social intervention of the Church.

This Award involves the partnership of Caixa Geral de Depósitos.

• Primus Inter Pares Award. Launched in 2004 in partnership with Banco Santander Totta, its objective is to contribute towards the development of a culture of rigour, professionalism and excellence in business management, through the concession of privileged opportunities for complementary, international and national academic training, to three final year students of the Masters Course following a licenciate degree in Business Management, Economics or Engineering at Portuguese Universities, Faculties or University Institutes, selected each year by the selection board as the best.

In 2009, the winner was Gonçalo Saraiva, of Universidade Católica.

• Branquinho da Fonseca Award. Promoted in partnership with the Calouste Gulbenkian Foundation, the objective of this biannual award, of the value of 1,500 euros and with the guaranteed publication of the winning works, is to encourage young writers of literature for children and young people.

In 2009, Mariana Roquette Teixeira was awarded for her work “O Pintor Desconhecido” (The Unknown Painter).

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• Ideias Verdes Award. The objective of this award is to distinguish an innovative project in the environment area, useful to Portuguese society.

This award, worth 50,000€, organised together with Sociedade Central de Cervejas, was given to the “Eco-Parishes XXI” project which seeks to create a system of indicators to enable monitoring local sustainability at a parish level, promoted by the European Blue Flag Association.

Visão

• Richard Branson Award. Since 2008, in partnership between the magazine

Exame, EDP and Sir Richard Branson, the Richard Branson Innovation Award seeks to find new entrepreneurs with innovative ideas in the area of “clean energy”. The winner receives 50 thousand euros to start-up his/her business project. In 2009, the “eMove Corporation” project won, which aims to operate in the area of the production of “clean” energy.

Activa

• Activa Woman Award. Created in 2001, the objective of the Activa Woman Award has always been to disseminate and promote the work, so often hidden in anonymity, of women who, thanks to their talent, effort and dedication contribute to a better life for us all.

To date, the Award has achieved its objective: the recognition of the civic and social work of many women. Over these past 10 years, 100 women have been distinguished due to their notable work in the most varied of areas. They are researchers, scientists, businesswomen, artists or women devoted to social causes. All fight for a better world, where women play an active role.

This Award has been a powerful instrument in the dissemination of examples which should be recognised by society as a whole.

The nominations are made by institutions, universities, foundations and other entities. The Selection Board is composed of prestigious personalities: Father António Vaz Pinto; Bárbara Guimarães; Prof. Gentil Martins; Mercedes Balsemão, Maria da Glória Garcia, Maria João Seixas, Maria José Ritta, Manuela Eanes and Rosária Barreto.

The award for 2009 was attributed to Leonor Tavares Festas, of the Association Entreajuda – Banco de Bens Doados (Mutual Help - Donated Goods Bank).

Exame

• The 500 Largest and Best Companies. For the past 20 consecutive years the magazine Exame has awarded the best of the largest companies operating in Portugal. This special edition of Exame is the most reliable guide of the Portuguese corporate universe, and already constitutes a reference. The study on which this edition is based is carried out exclusively for Exame by Informa

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D&B and validated by Deloitte. In addition to the ranking of the 500 best companies, ordered by turnover, the best company in each of the 23 business sectors analysed is selected, as well as the Company of the Year.

In 2009, the Company of the Year was Conduril.

• The 1000 Largest SMEs. In this partnership with Caixa Geral de Depósitos, the winning companies are selected through a study carried out exclusively for the magazine Exame by Informa D&B, with the results being validated by Deloitte. Exame has published the ranking of the 1,000 Largest SMEs, in a special supplement, for 12 consecutive years, and selects the best SME in each of the 21 sectors considered, and the best of the best.

The SME distinguished in 2009 was URBANIPERA, S.A.

• Best Companies to Work for in Portugal. The magazine Exame was a pioneer at a European level by introducing a corporate environment study in 2000, to evaluate companies operating in Portugal relative to recruitment practices and talent retention and motivation. For the 2009 edition, the study was carried out in partnership with the human resources consultancy company Heidrick & Struggles. In 2009 and for the first time, the large, medium-sized and micro/small companies were presented in separate lists.

In 2009 the winning companies were Remax (in the category of large companies), Urbanos (in the category of medium-sized companies) and Safira (in the category of micro and small companies).

AutoSport

• "Car of the Year - Crystal Wheel Trophy". An initiative of great credibility due to the recognised competence of the members of the selection board, composed of journalists from several specialised publications and high level of participation of trade names and pilots.

The 2009 Car of the Year was the Volkswagen Polo.

Green Wheel

• Initially a column in the AutoSport magazine and subsequently in the Volante magazine, the Green Wheel concept has become a category of the “Car of the Year – Crystal Wheel Trophy”. The entity organising the “Car of the Year/Crystal Wheel Trophy” decided to institute this prize to award the most effective and innovative happening of the year in the area of environmental protection and sustained individual mobility, in all their aspects.

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Exame Informática • "Exame Informática Awards". The objective of the Exame Informática

Awards, now in their third edition, is to distinguish people and enterprises of particular interest in the area of the Information and Communication Technologies. Amongst the various awards, of particular note is the "Personality of the Year Award", where the choice is the responsibility of a selection board composed of renowned personalities in the area of the Information and Communication Technologies, which decided to distinguish João Paulo and Jorge Sá Couto, da JP Sá Couto.

b) CONFERENCES

• Portugal under Examination – For the fifth consecutive year, the Conference organised by the magazine Exame was held under the theme of “Reflections on the Future of Portugal”. Numerous businessmen, economists and managers participated in this conference, who reflected on the future of the country.

• Rejendra Pachauri – In the context of the month dedicated to sustainability

(April), Expresso together with Banco Espírito Santo, brought the Nobel Peace laureate Rajendra Pachauri to a conference at Beato Convent on the subject of “Climate Change and the Challenge of Sustainable Development”.

• Visão Verde Conference - Sustainability in cities - On 6th November 2009, an

event was held to present the Visão edition dedicated to the environment. During the event, the Economist Intelligence Unit study (sponsored by Siemens) was disclosed and published by Visão, which places Lisbon in the 18th place in a list of 30 European cities, with respect to their environmental practices. The presentation was held at the Electricity Museum and was sponsored by the EDP Foundation.

c) GLOBAL MANAGEMENT CHALLENGE

This Portuguese initiative continued successfully in 2009, having been launched over 30 years ago under a partnership between Expresso and SDG – Simuladores e Modelos de Gestão, and is currently implemented in 34 countries distributed over the five continents, in which 400 thousand people have already participated, from university students to corporate staff members.

The Portuguese final took place in the month of November in Lisbon, and was won by the “Critical Manufacturing” team.

The winner of the international final, in the month of April in Cascais, was the Russian team.

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6. Relations with Stakeholders

IMPRESA has a consolidated presence in the different regulatory and self-regulatory associative bodies of which it is a member, which allows it to actively participate,or collaborate, in decisions of interest to its activity. This positioning continued to be reaffirmed over 2009, through its contribution to the debate and proposals of alternatives to Draft bills, directives and/or rules which the Government and other Entities, in the national sphere and European sphere, presented for public consultation and which covered media activity.

During 2009, the Group maintained and/or strengthened its presence in the governing bodies of the following associations:

• AIP/CE – Associação Industrial Portuguesa/Confederação Empresarial

(Portuguese Industrial Association/Corporate Confederation) – Deputy Chairman of the Board of Directors

• APCT – Associação Portuguesa para o Controlo de Tiragem e Circulação (Portuguese Edition and Circulation Control Association)

– Deputy Chairman of the Board of Directors

• API – Associação Portuguesa de Imprensa (Portuguese Press Association) – Chairman of the Board of Directors

• CCPJ – Comissão da Carteira Profissional de Jornalista (Professional Journalist Certification Commission)

– Executive Secretariat

• CPMS – Confederação Portuguesa dos Meios de Comunicação Social (Portuguese Media Confederation)

– Chairman and Deputy Chairman of the General Meeting

• ERC – Entidade Reguladora para a Comunicação Social (Media Regulatory Entity)

– Advisory Board

• ICAP – Instituto Civil da Autodisciplina da Publicidade (Civil Advertising Self-Regulation Institute)

– Deputy Chairman of the General Meeting – Supervisory Board

• MAPINET – Supervisory Board

• OBERCOM – Observatório da Comunicação (Communication Observatory) – Governing Board

• NP – Noticias de Portugal (Portuguese News)

– Deputy Chairman of the Board of Directors

• VISAPRESS – Board of Directors

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In each of these associations and regarding Government and Parliamentary Groups, as well as the European Commission and members of the European Parliament, the different interventions always advocated for the defence of freedom of information and for the independence and viability of media companies: a) With the Government, Parliamentary Groups and other Entities

The debate on the Law of Pluralism and on Non-Concentration in the Media continued to be accompanied, as well as the various amendments made to the bill until the final vote and veto of the President of the Republic. Negotiations were conducted on the Self-Regulation Agreement on matters of “Product Placement” between Televisions and ICAP until the signing of the agreement by the interested parties. Proposals were presented to the Ministry of Finance and Line Ministries on incentives for advertising investment with tax benefits to be granted to advertisers, in order to mitigate the market crisis. The Press Advertising Directive was debated with the ERC (Media Regulatory Entity), as well as promotional footers and shared screen.

b) In the different bodies:

APCT (Portuguese Edition and Circulation Control Association)

• In partnership with the analogous entity in Spain – Oficina de Justificación de la

Difusión (OJD) - preparation of a detailed study on the functioning of the control of online circulation;

• Companies were consulted for the certification of online circulation data; • Tender launched for the remodelling of the site and logo; • Amendments made to the Regulation for a stricter control of sales in blocks and

offers.

CCPJ (Professional Journalist Certification Commission)

• Implementation of the Disciplinary Committee and Arbitrage Committee; • Discussion of the In-house Training Programme Regulation; • Construction of the new database and new software for the issue and renewal of

professional titles.

CPMS (Portuguese Media Confederation)

• Participation in the preparation of various documents, including those relative to:

The Law against Media Concentration; ICAP Code of Conduct on advertising material (new); Product Placement.

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• Proposals were presented to the Ministries of Finance and the Media, as well as to Parliamentary Groups, on incentives for advertising investment with tax benefits to be granted to advertisers, as a response to the crisis in the Media sector.

MAPINET (Internet Anti-Piracy Civic Movement)

• This movement was constituted by all the Associations interested in the defence of intellectual property, copyrights and related rights. Its objective is to raise the civic awareness of the Government, consumers and suppliers relative to access to the Internet and the protection of contents and intellectual property.

• During its short time of existence, this movement has reached an agreement with SAPO to, through complaint, evict sites which plagiarise contents. Contacts were also established with the Ministry of Culture to strengthen the application for the amendment of the Private Copy Law, in addition to meetings with other representatives of political power to request a firm stance in the swift and effective combat against the illicit use of contents and dilapidation of cultural heritage.

OBERCOM (Communication Observatory)

• Under its activity of the collection, production and dissemination of information, as well as studies and research work, and apart from the Media and Communication Annual Report and Barometer - Trends 2009, the following publications were presented:

Books: Media, Networks and Communication: Present Futures, on the

occasion of its 10th Anniversary, which gathers the contribution of personalities linked to the media;

Perspectives and Prospects of the Market's evolution in the Media sector in Portugal (2008/2009);

The Networked Society in Portugal: o Music o Video games o Cinema o Internet o Television experience o Mobile telephone appropriations

• The online Magazine was maintained as well as the Newsletter (in Portuguese and English).

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VisaPress (Content Management Cooperative)

• In September, Cooperativa VISAPRESS-Gestão de Conteúdos dos Media, CRL was constituted, with the object of the licensing and integrated management of copyrights and related rights. The founding members include the Portuguese Press Association, the Christian Inspired Press Association, Agência Lusa and the main Media Groups, of a total of 15 Cooperative members.

ANACOM (Communications Regulator)

Participation in the meetings of the Advisory Board of ICP/ANACOM, as observer member (SIC).

Support to Television Viewers

In keeping with its defined policy of proximity, the Television Viewer Support Service processed 55,115 contacts, by telephone or written, for all the channels of the SIC. The study visits to the premises of SIC have involved the participation of 68 institutions, namely primary and secondary schools and associations, representing a total of 1889 people. Both processes received an increase in demand in comparison to 2008.

Investor Relations

In the context of its relations with the different stakeholders, the IMPRESA Investor Relations Department has developed regular contacts with the vast number of shareholders, potential investors and analysts, so as to ensure institutional relations and the disclosure of information.

In spite of the difficult circumstances of the financial markets, especially in early 2009, an on-going flow of communication was maintained with investors and financial analysts in Portugal and abroad. Apart from the above, IMPRESA also carried out the following initiatives:

• Attendance of 4 conferences, on the invitation of the organising merchant

banks, which were held in Madrid, Lisbon, London and Paris. • Holding of 3 Roadshows, in the second half of the year by the main

European financial markets, where meetings were held with 32 investors. • 2 Roadshows were held in Portugal, where contacts were made with 16

investors. • And IMPRESA received 11 investors and analysts at its premises during

2009.

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B. AT AN INTERNAL LEVEL

1. Training

In spite of the significant structural shrinkage, both in terms of number of companies and business, and «headcount», in 2009 the Group IMPRESA continued to invest in training. The table below presents the most relevant data and respective comparison with 2008:

Number of Actions Number of Workers Training Hours 2008 2009 % ch 2008 2009 % ch 2008 2009 % ch Publishing 59 65 10,2% 473 462 -2,3% 13.561 12.570 -7,3% Television 128 63 -50,8% 527 412 -21,8% 15.661 8.253 -47,3% Digital 15 24 60,0% 31 36 16,1% 562 1.157 105,9% Others 16 35 118,8% 41 83 102,4% 985 2.271 130,6% Group IMPRESA 218 187 -14,2% 1.072 993 -7,4% 30.769 24.251 -21,2%

The previous table includes specific programmes – for training and the retention of talents – in particular the following:

Number of Workers

Training Hours

Editorials of the Future 11 108 Journalism for non journalists 38 438 Newsplex 49 1.687 Ethics 137 411

Total Group IMPRESA 235 2.644

Programme Editorials of the Future

Continuation of the work developed with the second group of, whose programme began in May 2007, with the participation of 11 staff members from different companies.

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Journalism Course

Organisation of the third edition of the Course on Journalism and Production of Contents for non-journalist staff, with the participation of 38 people. Newsplex

Adaptation of the Newsplex course organised by IFRA to the Group's entire editorial universe, with the participation of 49 people. Code of Conduct

Provision, in an e-learning system, of the Codes of Conduct of Expresso, Visão and SIC, for all their editorial staff. In 2009, 137 employees participated in this programme, which will be continued in 2010. Other Actions

• Continuation of language training - English and Spanish – both in groups and

individual classes;

• Organisation of the 1st Cycle of IMPRESA Journalistic Workshops, with the participation of editorial and non-editorial professionals of the entire Group and sessions conducted by internal trainers and guest speakers;

• Proposed creation of a pool of internal trainers, through the free offer of training courses for trainers;

• Organisation of sales training transversal to the Publishing, Digital and Other areas, held with the participation of approximately 70 trainees (30 hours per person);

• Offer of personal finance courses, so as to provide financial tools to all workers;

• Full support in the payment of licenciate and masters degrees;

• Participation of trainees in training actions abroad, with the cost entirely paid by the company.

2. Performance Management

Review of the Performance Management system, both at the level of the Performance computer application and in terms of the assumptions of the actual performance assessment process. Conduct of training and clarification sessions for the persons assessed and the validators in the different premises of the Group.

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3. Safety and security of people and buildings

In 2009 the Safety and Security Delegates of the Carnaxide building were appointed and the respective identifying material was distributed. Theoretical training was given to all the Delegates of Carnaxide and São Francisco de Sales.

4. Risk Management

In order to guarantee the existence of measures to ensure the continuity of production, alternative plans for the printing of the Group's newspapers and magazines are in place, in the case of a breakdown causing unforeseen and prolonged operational stoppage at the premises where they are usually printed. Ink and paper stocks are also in place, to ensure the continuity of printing, in the case of unforeseen interruption in the supply of these materials, purchased from abroad. Regarding SIC broadcasts, several broadcasting alternatives are foreseen to ensure continuity, in the case of failure. The persons in charge of the Information Services, Continuity, IT and Technical Support are prepared and equipped with the necessary means to act, in the case of an emergency. It should be noted that these issues are now coordinated with the Audit Committee, which follows the Risk Management system and may resort to the use of external auditor services, since, according to its duties, the Audit Committee “…supervises the efficacy of the risk management system, internal control system and internal audit system…”.

5. Environment Defence

During 2009, the implementation of the policy aimed at reducing consumables was continued, namely paper. Satisfactory results were achieved regarding environmental preservation, due to the development of IT systems and the decisions taken, in particular, the following:

• A substantial portion of internal data is sent by e-mail, by Intranet and other

channels.

• E-mail services are available to all Group employees.

• Mandatory use of e-mail instead of paper for communication between departments and other, and for the requisition of services, from the bursar to information technology.

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• Launch of market tenders for the acquisition of software allowing for the circulation, authorisation and validation of electronic documents, which will eliminate a large part of the current paper consumption for bureaucratic purposes.

• Increased recycling of paper, packaging materials and toner cartridges.

• Salary receipts sent in digital format.

• Printing on both sides of the paper.

• Use of digitalisation of documents instead of photocopies.

• Reduction of page test paper with the “In Site” prepress programme.

• Internal mobilisation towards the environment: participation in tree planting, in community vegetable gardens and in the change of light bulbs.

In the case of electrical energy:

• Installation of lighting timers.

• Decrease of the number of lights switched on in public areas and open spaces.

• Decrease of the automatic lighting hours.

• Increase of minimum temperatures and reduction of maximum temperatures in

the air conditioning systems.

• Reduction in the number of hours of air conditioning.

• Expansion of the use of the battery recycling bins in all departments.

• Use of rechargeable batteries in editorial work.

• Placement of labels recommending the switching off of lights and computers.

In terms of water saving:

• Installation of taps with timers.

• Repair of the irrigation water leaks of the São Francisco de Sales building.

Regarding the purchase of newspaper and magazine paper and printing:

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• Purchase of paper from certified paper companies.

• Reduction of the number of copies of newspapers and magazines bought from other publishers.

• Reduction of the number of courtesy copies of own publications.

6. Professional Ethics

In addition to compliance with the legislative norms (Press Law, Television Law, Journalist Statute, Code of Conduct, etc.), the large areas of the Group – SIC, Expresso and Visão – have their own Codes of Good Journalistic Practice, which are adopted by the remaining publications and adapted to their specific characteristics. With the e-learning training actions started in 2009 on the three abovementioned Codes of Conduct, their importance in the Group's editorial strategy will be strengthened.

IMPRESA

ACTIVITY REPORT OF THE AUDIT COMMITTEE

ACTIVITY REPORT OF THE

AUDIT COMMITTEE

2009 1. Introduction

IMPRESA has adopted a management and supervisory model which is composed of the Board of Directors and Executive Committee for the administration and management of its corporate business, and the Audit Committee, responsible for the supervision and control of corporate activity. The Audit Committee is composed of three independent elements, in conformity with the criteria defined in article 414, number 5 of the Commercial Company Code, as follows:

• Chairman - Dr. Alexandre de Azeredo Vaz Pinto • Members - Prof. António Soares Pinto Barbosa

- Dr. Maria Luísa Coutinho Ferreira Leite de Castro Anacoreta Correia

Under the terms of the Internal Regulation, the main duties of the Audit Committee are as follows:

• Supervise the administration of the company and ensure observance of the law

and memorandum of association; • Verify the precision of the documents presenting the accounts prepared by the

Board of Directors and supervise the preparation process and disclosure of the financial information;

• Supervise the integrity and effectiveness of the internal control and risk management situations;

• Accompany the activity of the External Auditor so as to ensure his independence;

• Receive the communications of irregularities presented (Whistle Blowing system)

2. Activity Developed

During 2009, the Audit Committee held six meetings, in which the External Auditor, Chief Financial Officer and Internal Audit Director participated. In addition to the formal meetings of the Audit Committee, various meetings were held, in which the Directors responsible for the operational areas involved participated, for the purpose of the detailed discussion and clarification of aspects raised by the internal audits. Particular note should be made of the areas of information systems, insurance contracting, and financial information, control of access and the Safety and Security Master Plan.

Also important were the meetings held with the Executive Committee to follow the budget, for the purpose of ensuring strict control of costs. 2.1 External Audit

Meetings are held on a quarterly basis with the External Auditor to supervise compliance with the accounting policies, criteria and practices and the reliability of the financial information. Special attention should be given to the most important transactions of 2009, the control of stocks and the treatment of the impairment problem in view of the accounting standards in force. The Audit Committee had access to the financial information and did not encounter any constraints to the performance of its duties. The Audit Committee assessed the activity of the External Auditor, with the regular follow-up of its activity, namely through the analysis of the recommendations to alter procedures, analysis of the periodic reports and follow-up of the implementation of the review and audit work.

2.2 Internal Audit

During the first quarter of 2009 audits were made to the “Sale of Publications”, “Purchases of Television Contents”, “Sales of Publishing Advertising” and “Oracle Information Security” processes, with there having been an improvement in the different existing internal controls and the implementation of a major part of the recommendations made at the time of the last audit. During the second quarter of 2009 a new “Publishing Production” process was opened which enabled the completion of the process started with “Paper Purchases” and “Sales of Publications”. During the third quarter the 1st phase of the Safety and Security Master Plan – SFS building was analysed and audited, and the conclusions were presented. In the fourth quarter, in addition to the completion of the audit of the Safety and Security Master Plan – SFS, a proposal for the implementation of a computerised Access Management and Identity Control system, together with DSTI, for the purpose of minimising the risk derived from the manual control of this process. Also together with DSTI, a proposal was assessed for the “Definition of an Information Security Policy” for the entire Group IMPRESA. An audit was also made of the current state of the Access Management and Identity Control process. Furthermore, in the fourth quarter the internal audit accompanied the external audit (Deloitte), on the request of the latter, with respect to the analysis of the different processes of the Group, with the results of this work being expected in the first quarter of 2010.

3. Final Consideration

Generally speaking, the way that the different Departments reacted to the Internal Audit actions and their recommendations was very positive.

Lisbon, March 11th, 2010

The Audit Committee



Maria Luísa Anacoreta Correia

IMPRESA

CORPORATE GOVERNANCE REPORT

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CORPORATE GOVERNANCE REPORT INTRODUCTION The present report was organised in accordance with the model established in CMVM (Securities Market Commission) Regulation no. 1/2007, of 21st November, and presents a summary of the most relevant corporate governance practices at IMPRESA.

CHAPTER 0 COMPLIANCE STATEMENT

0.1. Indication of the location, available to the public, of the corporate governance code texts applicable to the issuer, and, if applicable, of those with which the issuer has voluntarily agreed to comply.

The corporate governance code texts are available on the company website, and have also been made public through the CMVM website. 0.2. Detailed indication of adopted and non-adopted CMVM Corporate Governance Code recommendations. For this purpose, non-adopted recommendations are understood as those not complied with in full.

RECOMMENDATIONS: I. GENERAL MEETING

I.1 BOARD OF THE GENERAL MEETING

I.1.1 The chairman of the board of the general meeting should have the supporting human and logistic resources adequate to his/her needs, considering the company’s economic situation.

Adopted (Chapter I, I.1) I.1.2 The remuneration of the chairman of the general meeting should be disclosed in the annual report on corporate governance.

Adopted (Chapter I, I.3) I.2 PARTICIPATION IN THE MEETING

I.2.1 The obligation of share depositing or blocking in advance imposed by the articles of association for participation in a general meeting should not exceed 5 business days.

Adopted (Chapter I, I.4) I.2.2 If the general meeting is suspended, the company should not impose share blocking during the entire period until the session is resumed, with the advance period required for the first session considered as sufficient.

Adopted (Chapter I, I.5)

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I.3 VOTE AND EXERCISE OF VOTING RIGHTS

I.3.1 Companies should not foresee any statutory restrictions to voting by correspondence.

Adopted (Chapter I, I.8) I.3.2 The statutory advance period for receiving votes issued by correspondence should not exceed 3 business days.

Adopted (Chapter I, I.8, d) I.3.3 Companies should establish, in their articles of association, that one vote corresponds to one share.

Adopted (Chapter I, I.6) I.4 QUORUM AND DELIBERATIONS

I.4.1 Companies should not establish constitutive or deliberating quorum numbers greater than those established by the law.

Adopted (Chapter I, I.7) I.5 MINUTES AND INFORMATION ON DELIBERATIONS ADOPTED

I.5.1 The minutes of the general meetings should be made available to the shareholders on the company website within the period of 5 days, even if they do not constitute privileged information, in legal terms. This website should keep historical records on attendance lists, the agendas and deliberations taken relative to the meetings held, covering at least the 3 previous years.

Adopted I.6 CORPORATE CONTROL MEASURES

I.6.1 Measures adopted with a view to prevent the success of takeover bids should protect the interests of the company and its shareholders.

Adopted I.6.2 Articles of association which, while respecting the principle defined in the section above, foresee a limitation to the number of votes that may be held or exercised by a single shareholder, individually or in coordination with other shareholders, should also foresee that maintenance of this statutory disposition should be subject to deliberation by the General Meeting, at least every five years – with no requirements for increased quorum numbers relatively to legal dispositions – and that all cast votes for this deliberation are counted without considering the limitation in question.

Not applicable I.6.3 No defensive measures should be taken for the purpose of automatically causing severe erosion in company assets in the case of change of control or administrative body, thereby harming the free transmission of shares and free assessment of the performance of administrative body members by the shareholders.

Adopted (Chapter I, I.13)

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II. ADMINISTRATIVE AND SUPERVISORY BODIES II.1. GENERAL SUBJECTS

II.1.1. STRUCTURE AND COMPETENCE

II.1.1.1 The administrative body should assess the adopted model in its governance report, identifying any operational constraints and proposing measures that, in its judgement, are appropriate to overcome them.

Adopted (Chapter II, II.1) II.1.1.2 Companies should create internal control systems for the effective detection of risks associated to company business, in order to safeguard its assets and increase corporate governance transparency.

Not adopted II.1.1.3 The administrative and supervisory bodies should have operational regulations, which should be disclosed on the company website.

Adopted (Chapter II, II.6) II.1.2 INCOMPATIBILITIES AND INDEPENDENCE

II.1.2.1 The board of directors should include a sufficient number of non-executive members, in order to ensure the effective supervision, inspection and assessment of the activities of the executive members.

Adopted (Chapter II, II.9) II.1.2.2 The group of non-executive directors should include an adequate number of independent directors, considering the size of the company and its shareholder structure. This number can never be less than one quarter of the total number of directors.

Adopted (Chapter II, II.9) II.1.3 ELIGIBILITY AND APPOINTMENT

II.1.3.1 Depending on the applicable model, the chairman of the supervisory board, of the audit committee or of the finance committee should be independent and possess adequate competences to exercise their respective functions.

Adopted (Chapter II, II.9) II.1.4 POLICY ON THE COMMUNICATION OF IRREGULARITIES

II.1.4.1 The company should adopt a policy on the communication of irregularities, allegedly occurred at an internal level, with the following elements: i) indication of the means through which communication of irregular practices may be made internally, including the persons legitimately empowered to receive communications; ii) indication of how communications are to be processed, including confidential treatment, if requested by the declarant.

Adopted (Chapter II, II.22) II.1.4.2 The general guidelines of this policy should be included in the corporate governance report.

Adopted (Chapter II, II.22)

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II.1.5 REMUNERATION II.1.5.1 The remuneration of the members of the administrative body should be structured so as to permit the alignment of their interests with those of the company. In this context: i) the remuneration of the executive directors should include a performance-based component, which should take into account the periodic performance assessments carried out by the competent body or committee for this purpose; ii) the variable component should be consistent with the maximisation of the long-term performance of the company and dependent on the sustainability of the performance variables adopted; iii) when not directly resulting from a legal imposition, the remuneration of the non-executive directors should exclusively consist of a fixed amount. Adopted (Chapter II, II.18 and II.20) II.1.5.2 The remunerations committee and the administrative body should submit a remunerations policy statement relative to administrative and supervisory bodies, as well as to any other directors, as per no. 3 of article 248-B of the Securities Code, for approval by the general annual meeting of shareholders. In this context, the criteria and main parameters proposed for performance assessment, used in determining the variable component, whether consisting of share bonuses, share acquisition options, annual bonuses or other elements, should be explained to the shareholders. Adopted (Chapter II, II.18) II.1.5.3 At least one representative of the remunerations committee should attend the general annual meetings of shareholders. Adopted (In the Annual Meetings the agenda contains a point for the presentation of information by the Remunerations Committee, relative to this recommendation) II.1.5.4 The proposal relative to approval of share attribution plans and/or share acquisition options or plans based on share price variations, for the administrative and supervisory body members and other directors, as per no. 3 of article 248-B of the Securities Code, should be submitted to the general meeting for approval. This proposal should include all necessary elements for a correct assessment of the plan. The proposal should be accompanied by the plan regulations or, if the plan has not yet been prepared, the general conditions it should follow. In a similar manner, the main characteristics of the retirement benefits system applicable to administrative and supervisory body members, as well as other directors, as per no. 3 of article 248-B of the Securities Code, should be approved by the general meeting. Not applicable II.1.5.5 The remuneration of the members of the administrative and supervisory bodies should be disclosed on an annual basis, and whenever applicable, include details on the different components received in terms of fixed and variable remuneration,as well as remunerations received from other group companies or companies controlled by qualified shareholders. Adopted (Chapter II, II.20) II.2. BOARD OF DIRECTORS II.2.1 Within the limits established by law for each administrative and supervisory structure, unless unviable due to small size of the company, the board of directors should delegate the daily administration of the company. These delegated competences should be identified in the annual report on Corporate Governance. Adopted (Chapter II, II.3)

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II.2.2 The board of directors should ensure the company acts consistently with its objectives and should not delegate its competences regarding the following: i) definition of the general company strategy and policies; ii) definition of the group corporate structure; iii) decisions considered strategic due to the amount involved, risk or special characteristics. Adopted (Chapter II, II.3 and II.5) II.2.3 If the chairman of the board of directors has executive functions, the board of directors should find efficient mechanisms to coordinate the work of the non-executive members, ensuring the latter are able to make decisions, in an independent and informed manner. An explanation of these mechanisms should be provided to the shareholders in the corporate governance report. Adopted (Chapter II, II.2 and II.3) II.2.4 The annual management report should include a description of the activities developed by the non-executive directors, and in particular, refer to any constraints encountered. Adopted II.2.5 The administrative body should promote a rotation of the member with financial functions, at least at the end of every two mandates. Adopted II.3 DELEGATE DIRECTOR, EXECUTIVE COMMITTEE AND EXECUTIVE BOARD OF DIRECTORS II.3.1 The executive directors should provide any information requested by other corporate body members, in an adequate and timely manner. Adopted (Chapter II, II.3) II.3.2 The chairman of the executive committee should send the corresponding meeting calls and minutes to the chairman of the board of directors and, as applicable, to the chairman of the supervisory board or audit committee, respectively. Adopted (Chapter II, II.2) II.3.3 The chairman of the executive board of directors should send the meeting calls and minutes to the chairman of the general and supervisory board and the chairman of the finance committee, respectively. Not applicable II.4. GENERAL AND SUPERVISORY BOARD, FINANCE COMMITTEE, AUDIT COMMITTEE AND SUPERVISORY BOARD

II.4.1 The general and supervisory board, in addition to fulfilling the supervisory functions assigned, should have an advisory role, as well as following and continuously assessing company management by the executive board of directors. The following should be included in the matters on which the general and supervisory board should issue its opinion: i) definition of the general company strategy and policies; ii) definition of the group corporate structure; and iii) decisions considered strategic due to the amount involved, risk or special characteristics. Not applicable

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II.4.2 The annual reports on the activities developed by the general and supervisory board, finance committee, audit committee and supervisory board should be disclosed on the company website, together with accounts documents.

Adopted II.4.3 The annual reports on the activities developed by the general and supervisory board, finance committee, audit committee and supervisory board should include a description of the supervisory activities carried out, in particular, referring to any constraints encountered.

Adopted II.4.4 The finance committee, audit committee and supervisory board, according to the applicable model, should represent the company, for all purposes, before the external auditor, being also responsible for proposing the provider of these services and the corresponding remuneration, ensuring that adequate conditions for the provision of these services exist in the company and constituting the company representative and first recipient of the respective reports. Adopted II.4.5 The finance committee, audit committee and supervisory board, according to the applicable model, should assess the external auditor on an annual basis and propose the external auditor's dismissal to the general meeting, whenever there is just cause for the effect. Adopted II.5. SPECIALISED COMMITTEES II.5.1 Unless deemed unnecessary due to the small size of the company, the board of directors and the general and supervisory board, according to the model adopted, should create committees necessary to: i) ensure a competent and independent assessment of the performance of the executive directors and their overall performance, as well as that of the various existing committees; ii) reflect upon the adopted governance system, verify its efficacy and propose improvement measures to the competent bodies. Not adopted II.5.2 The members of the remunerations committee or equivalent should be independent from the members of the administrative body.

Adopted II.5.3 All the committees should prepare minutes of all meetings held. Adopted III. INFORMATION AND AUDITING III.1 GENERAL INFORMATION DUTIES

III.1.2 Companies should ensure constant contact with the market, respecting the principle of equal shareholder rights and preventing asymmetries in access to information by investors. For this purpose, companies should maintain an investor support office. Adopted

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III.1.3 The following information, available on the company website, should be disclosed in English:

a) The company name, public company status, registered office and other elements referred to in article 171 of the Commercial Company Code;

Adopted b) Articles of Association;

Adopted c) Identity of corporate body members and the market relations representative;

Adopted d) Investor Support Office, respective functions and contacts;

Adopted e) Accounts documents;

Adopted f) Half-year corporate events calendar;

Adopted g) Proposals presented for discussion and voting at the general meeting;

Adopted h) General meeting calls.

Adopted 0.3. When the corporate governance structure or practices differ from CMVM recommendations or other codes applicable to the company, or which the latter has voluntarily adopted, the parts of each code which are not complied with should be indicated, as well as the reasons for this divergence.

CMVM recommendations not complied with:

II.1.1.2 – In spite of the inexistence of a systemised risk detection policy, there is a Risk Management Office of the IMPRESA Group, created on 21st December 2009, and point II.4. of Chapter II of the present report describes the most important risk management aspects implemented in the company.

II.5.1 – Given the current size of the Board of Directors, IMPRESA does not comply with the first part of the recommendation relative to the existence of a committee to assess the performance of the Board and its executive members. Regarding analysis of the governance model, IMPRESA does not comply with the recommendation relative to the formal existence of a specific committee; however, two members of the Board of Directors have Corporate Governance functions, which include being attentive to developments on this matter and, if necessary and/or opportune, proposing alterations to the adopted model.

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0.4. The corporate body or commission in question should judge the independence of each of its members, at all times, as well as justify its assessment before the shareholders, through a statement included in the corporate governance report, both on the occasion of appointment as well as when any supervenient circumstances occur which determine loss of independence. Following the appointment of any corporate body member considered independent, confirmation of this situation will be required from the member in question on an annual basis, through a written statement on compliance with the independence rules.

CHAPTER I GENERAL MEETING

I.1. Identification of members of the board of the general meeting.

The Board of the General Meeting is composed of the following members:

Chairman: Dr. José Pedro Correia de Aguiar-Branco

Secretary: Dr. Maria de Deus Maio Madalena Botelho In addition to the secretary of the board of the general meeting, the chairman of the general meeting has at its disposal the entire human resources and logistics structure of the holding Impresa, SGPS, SA, in order to meet his support needs, which may be requested at any time, and includes namely: the company secretary, the financial director-general, the director of investment, communication and investor relations, the director of development and institutional relations, the director of internal auditing and management control, and the general administrative services, as well as all the members comprising the Executive Committee, to whom he may request any necessary information and assistance.

I.2. Indication of the starting and end dates of the respective mandates.

The Chairman of the Board of the General Meeting, Dr. José Pedro Correia de Aguiar-Branco, was elected during the General Meeting held on 21st April 2006, for the four-year period in course (2003/2006). During the General Meeting held on 12th April 2007, he was re-elected for the four-year period 2007-2010. The Secretary, Dr. Maria de Deus Maio Madalena Botelho, was elected during the General Meeting held on 12th April 2007, for the four-year period 2007-2010.

I.3. Indication of the remuneration of the chairman of the board of the general meeting.

The Chairman of the Board of the General Meeting Board earned the sum of 5,080 euros for the exercise of his functions during the financial year of 2009.

I.4. Indication of the share depositing or blocking advance period required for participation in the general meeting.

In order to be able to participate in the General Meeting, shareholders must have held shares for a minimum period of 5 business days before the date of the General Meeting, and have maintained this ownership until this date. Proof of shareholding will be confirmed through the sending to the Chairman of the Board of Directors, at least three days before the date of the General Meeting, of a statement, issued and authenticated by the financial broker responsible for share registration, which should note that these shares have been registered in the holder’s account for at least 5 business days before the

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date of the General Meeting and that these shares were blocked in the account up to the date of the General Meeting in question. The shareholders or the actual company are responsible for this communication on company-registered shares.

I.5. Indication of the rules applicable to the blocking of shares in the case of the suspension of the general meeting.

If the General Meeting is suspended, the provisions established in the previous point are applicable, relative to the proving of ownership of shares for effects of participation in the General Meeting when the session is resumed;

I.6. Number of shares corresponding to one vote.

In accordance with the memorandum of association of IMPRESA, each share corresponds to one vote.

I.7. Existence of statutory rules regarding the exercise of voting rights, including constitutive

and deliberative quorum numbers or systems relative to asset composition rights.

There are no statutory rules on constitutive and deliberative quorum numbers, and the General Meetings comply with the rules established in the Commercial Company Code.

Likewise, there are no statutory rules on systems relative to asset composition rights.

I.8. Existence of statutory rules on the exercise of voting rights by correspondence.

Voting by correspondence is allowed, on the following terms:

a) shareholders wishing to exercise their voting rights by correspondence should do so regarding all points in the Agenda included with the General Meeting call notice, by expressly and clearly casting their votes;

b) the voting declarations must be signed; signatures should be recognised, in legal terms, as belonging to persons empowered to vote, or in the case of natural persons, the signatures should be accompanied by a legible copy of the respective identity cards.

c) the voting declarations must be enclosed in an envelope, on which the following should be noted: “CONTAINS VOTING DECLARATIONS ON POINTS ON THE AGENDA”;

d) the envelope containing the voting declarations should be handed in or sent to the company's registered office, by registered post with acknowledgment of receipt, together with a letter addressed to the Chairman of the Board of the General Meeting. This letter, written according to a template to be provided by the company, should be received by the day before the date of the General Meeting;

e) votes sent by correspondence will be considered as votes against any deliberation proposals presented after they are cast.

I.9. Provision of a template for the exercise of voting rights by correspondence.

The company provides a template, available on the company website, for the exercise of voting rights by correspondence, according to the rules described in the previous point.

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I.10. Requirement of a time interval between the reception of voting declarations by correspondence and the date of the general meeting. Under the terms of sub-paragraph d) of the rules described in point I.8, the letter containing the voting declarations should be handed in or sent by registered post with acknowledgement of receipt and should be received by the day before the date of the General Meeting.

I.11. Exercise of voting rights by electronic means.

The exercise of voting rights by electronic means is not foreseen.

I.12. Information on the intervention of the general meeting relative to the company's remuneration policy and assessment of the performance of members of the administrative body.

The Remunerations Committee provides information on an annual basis, in the General Meeting, on the criteria adopted in the establishment of remunerations for the financial year. The agenda of the annual meetings always contains a point for the assessment of the performance of members of the management board, under the terms of article 455 of the memorandum of association of the company.

I.13. Indication of defensive measures which automatically cause severe erosion in company assets in the case of the change of control or composition of the administrative body.

No defensive measures exist which automatically cause severe erosion in company assets in the case of change of control or composition of the administrative body.

I.14. Significant agreements involving the company and which come into effect, whether altered

or ceased in the case of change of control of the company, as well as the respective effects, unless, due to their nature, their disclosure is severely detrimental to the company, unless the company is specifically obliged to disclose this information, due to other legal impositions.

There are no significant agreements involving the company and which come into effect, are altered or ceased in the case of the change of control of the company, as well as the respective effects.

I.15. Agreements between the company and members of the administrative body, as per no. 3 of

article 248-B of the Securities Code, which foresee the payment of compensations in the case of resignation, dismissal without just cause or cessation of the work contract, following a change of company control.

There are no agreements whatsoever between the company and members of the administrative body and directors, as per no. 3 of article 248-B of the Securities Code, which foresee the payment of compensations in the case of resignation, dismissal without just cause or cessation of the work contract, following a change of company control.

CHAPTER II ADMINISTRATIVE AND SUPERVISORY BODIES

II.1. Identification and composition of corporate bodies.

In addition to the Board of the General Meeting, the composition of which has been described in I.1, the corporate bodies are comprised of the Board of Directors, which include an Audit Committee and a Statutory Auditor, elected by majority of votes cast during the General Meeting of shareholders.

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The mandate of the corporate body is four years, with their re-election permitted for successive four-year periods, without detriment to the limitations imposed by law to companies issuing negotiable securities in regulated markets. The composition of the Board of Directors for the current mandate (four-year period 2007-2010) is as follows:

Chairman: Dr. Francisco José Pereira Pinto de Balsemão Deputy Chairman: Eng. Francisco Maria Supico Pinto Balsemão Voting Members: Dr. Alexandre de Azeredo Vaz Pinto Prof. Dr. António Soares Pinto Barbosa Dr. Miguel Luís Kolback da Veiga Dr. Maria Luísa Coutinho Ferreira Leite de Castro Anacoreta Correia Dr. Pedro Lopo de Carvalho Norton de Matos Dr. José Manuel Archer Galvão Teles (a) (a) - Co-opted on 7th October 2009, following the resignation of the director Dr. Nuno Rocha dos Santos de Almeida e Vasconcellos, who had been elected at the General Meeting of 17th April 2009.

STATUTORY AUDITOR

Deloitte & Associados, SROC, SA

Substitute: Luís Augusto Gonçalves Magalhães (ROC)

As noted above in point 0.3. of the present report, two members of the Board of Directors hold Corporate Governance functions. Within the scope of their functions, these members carry out the continuous analysis and follow-up of developments on this matter and, when necessary and/or opportune, propose alterations to the adopted model. Up to the present date, the existing model has been considered appropriate to the structure of IMPRESA and no operational constraints have been recognised.

II.2. Identification and composition of other committees with corporate administrative or

supervisory competences.

There are two committees with corporate administrative or supervisory competences: an Executive Committee and an Audit Committee.

These Committees are composed as follows:

Executive Committee

Chairman: Dr. Francisco José Pereira Pinto de Balsemão

Deputy Chairman: Dr. Pedro Lopo de Carvalho Norton de Matos

Voting Member: Eng. Francisco Maria Supico Pinto Balsemão

Audit Committee

Chairman: Dr. Alexandre de Azeredo Vaz Pinto

Voting Members: Prof. Dr. António Soares Pinto Barbosa

Dr. Maria Luísa Coutinho Ferreira Leite de Castro Anacoreta Correia

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The Executive Committee meets at least once a year, with the respective minutes being sent to the Chairman of the Audit Committee. In addition to the normal functioning of the Audit Committee, constituted exclusively by non-executive and independent members of the board of directors and supported by the department of internal auditing and management control, the board of directors holds, at least, quarterly meetings. Before these meetings, scheduled greatly in advance (with the exception of any extraordinary meetings) and with this scheduling being of the agreement of all, non-executive members of the board of directors receive all the documentation related to the points of the agenda in due time, and may request additional information on any points on the agenda, add other points to this agenda which they would like to see discussed, and may even request the presence in the meeting of any employee of IMPRESA and its participated companies who might be related with the discussion of one (or more) points on this same agenda.

II.3. Operational charts or maps relative to the distribution of competences between the various corporate bodies, committees and/or departments, including information on the scope of the delegation of competences and distribution of functions amongst corporate and supervisory body members and list of matters which cannot be delegated.

15

DISTRIBUTION BY AREA OF RESPONSIBILITY

TO MEMBERS OF THE EXECUTIVE COMMITTEE

Editorial/Contents Dr. Francisco José Pereira Pinto de Balsemão

Corporate Governance, Social Responsibility, Ethics and Environment

Dr. Francisco José Pereira Pinto de Balsemão and

Eng. Francisco Maria Supico Pinto Balsemão

Market and Institutional Relations


Eng. Francisco Maria Supico Pinto Balsemão

Strategic Development and New Businesses


Dr. Pedro Lopo de Carvalho Norton de Matos

Human Resources Dr. Francisco José Pereira Pinto de Balsemão

and Eng. Francisco Maria Supico Pinto Balsemão

Sales and Marketing Dr. Pedro Lopo de Carvalho Norton de Matos

Finance and Management Control Dr. Pedro Lopo de Carvalho Norton de Matos

Technologies and Information Systems Eng. Francisco Maria Supico Pinto Balsemão

TO THE AUDIT COMMITTEE

Risk Management

MATTERS WHICH CANNOT BE DELEGATED

The following matters cannot be delegated by the Board of Directors:

a) cooptation of directors; b) requests to call general meetings; c) approval of annual reports and accounts; d) provision of deposits and personal or real guarantees by the company; e) change of registered office under the terms established in the memorandum of association; f) company merger, demerger and transformation projects.

All other members of the corporate bodies may request any information relative to the activities of IMPRESA and its participated companies, from the executive directors. Usually, these requests for information are made in writing (namely by electronic mail), but they may also be made by

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telephone or in the presence of the persons concerned (normally during the meetings of the board of directors). After these requests have been made, and if the executive directors are unable to access all the data to enable an immediate and full response (in writing or verbally), these requests are forwarded internally to the structure of IMPRESA and/or to its participated companies. In the latter case, and on average, the responses to the request takes approximately 5 business days to be given to the member of the corporate bodies who requested it. If this member is not satisfied with the abovementioned answer, the process is re-started, and involves the number of iterations required until the request has been met in an entirely satisfactory manner.

II.4. Description of internal control and risk management systems implemented in the company, namely relative to the process of disclosure of financial information.

a) The General Finance Department has been developing the following aspects on risk control:

• negotiation, contracting and management of bank financing, in order to meet the financial needs of the IMPRESA Group;

• supervision, through appropriate financial instruments, with the purpose of reducing exposure to interest and exchange rate risks;

• supervision of insurance contracting at the IMPRESA Group level, in order to achieve the most appropriate solutions to cover insurable risks;

b) At the level of operational subsidiaries, the applicable legislation to the corresponding sector is followed (TV Legislation, Press Legislation, AACS Legislation, Advertising Legislation, etc.), in collaboration with the Department of Development and Institutional Relations, for the purpose of minimizing the risks of any non-compliance.

c) Also at the level of operational subsidiaries, plans relative to external situations which may affect current company operation, namely fires, production stoppages, broadcasting failures, IT system failures, etc., have been established and implemented, with the objective of safeguarding people and goods, as well as ensure, as much as possible, the continuity of production not only of newspapers and magazines but also of digital and television activities.

d) The Executive Committee, in coordination with the Audit Committee and external auditors, regularly analyses and supervises the preparation and disclosure of financial information, so as to preventing undue and extemporaneous access to relevant information by third parties.

II.5. Administrative body powers, namely regarding deliberations on increase of capital.

The Board of Directors is empowered with the broadest of management responsibilities, practicing all acts and exercising all functions relative to relevant corporate matters, and especially:

a) Company representation, active and passive, judicially and otherwise;

b) Negotiation and signing of all contracts, including arbitration conventions, regardless of their scope, nature and form, in which the company is involved;

c) Acquisition, sale, encumbrance or any other form of corporate asset transaction;

d) Contracting loans, as well as provision of the necessary guarantees, regardless of their extent and nature;

e) Confession, discontinuance or transactions relative to any judicial proceeding;

f) Constitution of company representatives, regardless of the scope and extent of the mandate;

g) Delegation of particular functions and powers to any director, within the scope established in the respective deliberation.

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Regarding deliberations on capital increases, the memorandum of association does not define any empowerment of the Board of Directors, this being an exclusive matter of the General Meeting.

II.6. Indication on the existence of corporate body operational regulations or other rules concerning internally defined incompatibilities and maximum number of accumulated positions, as well as the location where these may be found.

Operational regulations exist for the Board of Directors, the Executive Committee and the Audit Committee, which may be consulted on the company website. Regarding incompatibilities, no list has been internally defined by the administrative body nor maximum number of positions directors may accumulate in the administrative bodies of other companies.

II.7. Rules applicable to the appointment and replacement of members of the administrative and

supervisory bodies.

The General Meeting is responsible for appointing the members of the administrative and supervisory bodies at the beginning of each mandate. The replacement of a director will take place by election, within sixty days, or if there is no election, by appointment by the Audit Committee. In the latter case, the selection will be ratified in the following General Meeting, and will be valid until the end of the period for which the director had been elected. When applicable, the Statutory Auditor will be replaced by his/her substitute.

II.8. Number of administrative and supervisory body meetings, as well as meetings of other

committees with administrative and supervisory competences during the financial year in question.

The following number of administrative and supervisory body meetings was held during the financial year of 2009: Board of Directors 10 meetings Executive Committee 13 meetings Audit Committee 6 meetings

II.9. Identification of members of the board of directors, as well as members of other

committees constituted within the former, including differentiation between executive and non-executive members, as well as indication of members complying with the incompatibility rules established in no. 1 of article 414-A of the Commercial Company Code, with the exception of sub-paragraph b) and the independence criterion established in no. 5 of article 414, both included in the Commercial Company Code.

Executive: Dr. Dr. Francisco José Pereira Pinto de Balsemão – Chairman of the Board of Directors and Executive Committee Dr. Dr. Pedro Lopo de Carvalho Norton de Matos – Voting Member of the Board of Directors and Deputy Chairman of the Executive Committee Engº Francisco Maria Supico Pinto Balsemão – Voting Member of the Board of Directors and Executive Committee

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Non-Executive: Dr. Dr. Alexandre de Azeredo Vaz Pinto – Voting Member of the Board of Directors and Chairman of the Audit Committee Dr. António Soares Pinto Barbosa – Voting Member of the Board of Directors and Audit Committee Dr. Maria Luísa Coutinho Ferreira Leite de Castro Anacoreta Correia – Voting Member of the Board of Directors and Audit Committee Dr. Miguel Luís Kolback da Veiga – Voting Member of the Board of Directors Dr. José Manuel Archer Galvão Teles – Voting Member of the Board of Directors All non-executive members comply with the incompatibility rules established in no. 1 of article 414-A of the Commercial Company Code, with the exception of sub-paragraph b), and the independence criterion established in no. 5 of article 414, both included in the Commercial Company Code.

II.10. Professional qualifications of the members of board of directors, indication of their

professional activities, at least during the last five years, number of company shares held and dates of first appointment and end of mandate.

* Dr. Francisco José Pereira Pinto de Balsemão – 2,378,840 shares held on 31.12.09

First appointment to the position of Chairman of the Board of Directors on 18/10/90. The current mandate refers to the four-year period 2007-2010.

Chairman of the Selection Board of the Pessoa Award (since 1987), member of the Selection Board of the Prince of Asturias International Cooperation Award, chairman of the European Publishers Council (since 1999), member of the Consejo de Protectores of Fondación Carolina (since 2001), member of the General Board of COTEC Portugal – Entrepreneurial Association for Innovation (since April 2003), member of the International Consulting Board of the Santander Group (since 2004), member of the Steering Committee of the Bilderberg Meetings, member of the Board of Curators of the Portuguese-Brazilian Foundation (since April 2004), member of the Council of State (since May 2005) and chairman of the Board of the Faculty of Social and Human Science of Universidade Nova de Lisboa (since May 2009).

Was an associate professor (1987-2002) at the Faculty of Social and Human Science (UNL), Chairman (1990-1999) of the Board of Directors of the European Institute for the Media, Chairman (1997-2003) of the European Television and Film Forum, organised annually by the European Institute for the Media, Deputy Chairman (1995-2003) of the Journalistes en Europe Foundation and member (1999-2002) of the Global Business Dialogue executive committee and member of the Advisory Board of Lisbon University (from January 2007 to May 2009).

Holds a Law Degree from the Lisbon Law Faculty (FDL), having also attended a complementary Political and Economic Science course at the FDL. Worked as a journalist, management secretary (1963-65) and director (1965-71) of the Diário Popular newspaper. Was the founder and director of the EXPRESSO newspaper (1973-80), a founder of the Social Democrat Party (1974), parliament member and deputy chairman of the Constitutional Parliament (1975), Member of Parliament in 1979, 1980 and 1985, Assistant Minister of State for the 6th Constitutional Government (1980) and Prime Minister for the 7th and 8th Constitutional Governments (1981-83).

* Eng. Francisco Maria Supico Pinto Balsemão – 8,246 shares held on 31.12.09

First appointment to the position of member of the Board of Directors on 05/02/01. The current mandate corresponds to the four-year period 2007-2010.

Holds a Degree in Electrical and Computer Engineering, Telecommunications and Electronics Branch, from the Instituto Superior Técnico - I.S.T. of the Technical University of Lisbon.

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Post-Graduation Course in Telecommunications Business Management (1998/99) from ISTP – Transport Higher Institute, organised by the ISTP, APDC – Portuguese Association for the Development of Communications and by the Enterprise Institute of Madrid.

Participation and conclusion of the EJE Programme – Young Entrepreneurial Engineer (1993/1994), promoted by the State Secretariat for Youth, Junitec (Junior Enterprises of the Higher Technical Institute) and the ITEC (Technological Institute for the European Community).

At TMN - Telecomunicações Móveis Nacionais, S.A., held the positions of International Business and Roaming Director (between October 1997 and March 2000), Product Manager at the Department of Products and Services for the Corporate Market of the Direction of Products and Services Development and Management (between April 1997 and October 1997) and Project Manager at the Department of Products and Services Innovation and Development of the Direction of Communication and Marketing (between December 1995 and April 1997).

Voting member of the Board of Directors of AAAIST - Association of Alumnae of Higher Technical Institute Students), in 2000-2002, and chairman of its Communication and Image Committee, from 1995 to 2000. Member of the National Direction (Southern Region/Islands) of APIGRAF - Portuguese Association of Graphic, Visual Communications and Paper Industries, in 2005-2007 (representing Imprejornal, Sociedade de Impressão, S.A.).

Voting member of the Board of Directors of APDC - Portuguese Association for Communications Development) since 2001 (having been deputy chairman from 2003 to 2009), member of of the Board of ACEPI - Electronic Commerce and Interactive Advertising Association since 2005 (having been Director of its B2C Specialised Group from 2001 to 2005), deputy chairman of the Board of Directors of AIP/CE - Portuguese Industrial Association/Enterprise Confederation since 2007, substitute voting member of the Board of API - Portuguese Press Association since 2007, member of the General Board of APDSI - Association for the Promotion and Development of the Information Society, liaison element of IMPRESA, SGPS to COTEC Portugal - Enterprise Association for Innovation and member of the Executive Committee of the Civic Movement "New Portugal - Options of a Generations".

Member of the Economic and Social Board (representing ANJE), member of the Supervisory Board of RTP2 (representing ANJE), observer member of the Advisory Board of ICP/ANACOM - National Communications Authority (representing SIC), member of the Iberian Advisory Board of the American technology multinational SUN Microsystems, member of the Iberian Advisory Board of Thomson-Reuters Aranzadi, Spanish publisher of specialised contents for the legal market, belonging to the Canadian multinational Thomson-Reuters (world leader in the provision of specialised contents for professionals: legal, tax-related, financial and scientific). Member of the evaluation panel of the Professional Aptitude Tests of the "Telecommunications Technicians" courses given by INETE - Technical Education Institute and by EPET - Electric and Telecommunications Professional School (representing APCD), and senior advisor for Portugal at the Investment Banking Division of the North American multinational bank Lehman Brothers from July 2006 up to the bankruptcy of this institution (on 15th September 2008).

* Dr. Alexandre de Azeredo Vaz Pinto – 140 shares held on 31.12.09


Holds an Economics Degree from the Instituto Superior de Ciências Económicas (Higher Economic Sciences Institute), obtained in 1961.

Deputy chairman of Caixa Geral de Depósitos (1996), non-executive director of Brisa (1998), chairman of the Board of Directors of SIBS, SA (1996), chairman of the Board of Directors of Caixa Investimentos (1996), non-executive director of UNICRE (1996), chairman of Banco Espírito Santo e Comercial de Lisboa, by appointment of the Council of Ministers (1986), deputy

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chairman of the aforementioned Bank (1992), deputy governor of the Bank of Portugal, by appointment by the Council of Ministers (1982), chairman of the Board of Directors of the Foreign Investment Institute, by appointment of the Council of Ministers (1977), Minister of Commerce and Tourism (between January and September 1981), chairman of the Board of Directors of the Foreign Investment Institute, resuming his former position, chairman of the Portuguese Financial Society, by appointment of the Council of Ministers (between 1974 and 1979), Secretary of State for Commerce, by appointment from 11th August 1972, having, under this position, held the position of chairman of the Portuguese Delegation of the EFTA Council of Ministers, in the sessions held in November 1972 and May 1973, in Vienna and Geneva, respectively, having chaired the proceedings of the latter; also participated in several GATT and OECD ministerial meetings. Sub-secretary of State for Commerce, by appointment from 15th January 1970 and held up to 11th August 1972. Director of Banco Nacional Ultramarino, by appointment from September 1968. Worked in the Prime Minister’s Technical Secretariat, having collaborated in the preparation of the Third Development Plan. Collaborated, as Technician of the Industrial Economy Department of the National Industrial Research Institute, in the preparation of the first Portuguese inter-industrial relations matrix. Subsequently involved in the study and preparation of Development Plans, having worked at the Ministry of Economy, in collaboration with a group of economists, in the programming of the industrial sector for the Intermediate Development Plan, having then been part of the Secretariat, at the Prime Minister’s Office.

Head of the Research and Coordination Department of the Portuguese Oil Company, BP.

Throughout his professional career, he has worked as a consultant for several organisations, namely CIP, where he collaborated in the preparation of an Investment Guide; as a consultant for the Transport and Tourism Corporation, he participated in the preparation of the Tourism Sector programme for the Third Development Plan.

* Prof. Dr. António Soares Pinto Barbosa – no shares held on 31.12.09

First appointment to the position of voting member of the Board of Directors on 12/04/07, for the four-year period 2007-2010.

Holds a Finance Degree, from the Instituto Superior de Ciências Económicas e Financeiras (Higher Institute of Economic and Financial Sciences), of the Universidade Técnica, obtained in 1966.

Economics Professor at Universidade Nova de Lisboa.

Member of the Advisory Board of Banif

- Chairman of the Supervisory Board of Privado Holding and Banco Privado Português

– Voting Member of the Supervisory Board of the Champalimaud Foundation * Dr. Miguel Luís Kolback da Veiga – no shares held on 31.12.09


Holds a Law Degree, obtained in 1959, from the Law School of the University of Coimbra, having practised forensic and advisory law for 50 years, as an independent worker, mainly in the areas of civil and commercial law.

Member of UIA, International Association of Lawyers, having participated in various of its Congresses, founding member of the Dr. Mário Soares Foundation and O Lugar do Desenho - Júlio Resende Foundation, member of the European Movement and Cultural Board of Eça de Queirós Foundation, Chairman of the Toponymics Commission of Porto, member of the Advisory

21

Board of Porto Vivo – Sociedade de Reabilitação Urbana, member of the Founders Council of the Júlio Pomar Foundation, Chairman of the General Meeting of the Interposto Comercial e Industrial do Norte (Commercial and Industrial Warehouse of Porto), the Chocolate Factory Imperial (RAR Group), the Associação de Amigos do Coliseu do Porto (Association of Porto Coliseum Friends), the Foz Lawn Tennis Club and companies Interbolsa – Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, SA.

Elected member of the National Supreme Council and of the Porto District Council of the Portuguese Lawyers Association and Chairman of the Cultural Council of the Portuguese Lawyers Association; elected a member of the Supreme Magistrates’ Council, by the Parliament, and is the National Deputy Chairman of the Portuguese Red Cross and member of the Portuguese Honours Chancellery.

Member of the various selection boards of the Pessoa Award since its foundation.

Founding member of the political party PPD, currently PSD, having participated in the preparation of its programme and promotion, dissemination and establishment in 1974-75, having been elected to the Parliament by the electoral district of Porto, as well as having been elected a member of the first National Political Committees of PPD and of several of its National Councils, and deputy chairman of PSD - Partido Social Democrata (Social Democrat Party).

Chosen by the Council of Ministers to represent Portugal in a seminar on "Non-judicial means of protection and promotion of Human Rights", organised by the European Council, held in Sienna, Italy (1982).

Representative of the former President of the Republic Dr. Mário Soares and Social Democrat Party, respectively in the presidential and legislative elections, and of Dr. Rui Rio during the last local government elections in Porto.

Founding member of the The Community against AIDS Foundation; * Dr. Maria Luísa Coutinho Ferreira Leite de Castro Anacoreta Correia – no shares held on

31.12.09


Doctorate in Management, specialised in Accounting, at ISCTE in October 2009.

Masters in Economics, from the School of Economics and Management, obtained in March 2001.

Holds a Degree in Business and Management Administration, from the School of Business and Economic Sciences of Universidade Católica Portuguesa, obtained in September 1991.

Assistant Guest Professor at the Faculty of Economics of Universidade Católica Portuguesa and at the Business Management School.

Member number 1133 of the Order of Chartered Accountants (OROC). Member of the Board of the Admission Exam to OROC. Member of the Editorial Board of the magazine "Revisores e Empresas".

* Dr. Pedro Lopo de Carvalho Norton de Matos – no shares held on 31.12.09


Management graduate at Universidade Católica Portuguesa, in 1990.

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Holds a Masters in Politics and Philosophy from Universidade Católica Portuguesa, awarded in May 1998- Infante D. Henrique Award.

Masters in Television Management from Boston University School of Communication, in August 1999.

Project Finance Analyst at Banco ESSI, from September 1990 to June 1991. Advisor to the Board of Directors of Custódio Cardoso Pereira, from September 1990 to June 1991.

Representative of the Portuguese Government in the Strategic Committee on the Oceans, from June 2003 to September 2004.

Lecturer of the Media and Society course at Universidade Católica Portuguesa, from September 2002 to January 2005.

Regular literary reviewer in the newspaper O Independente, in 1990. Regular collaborator of the opinion column of the newspaper Diário Económico, from 1999 to 2001 and regular collaborator of the political opinion column in the magazine Visão, since 2001.

* Dr. José Manuel Archer Galvão Teles – no shares held on 31.12.09


Senior partner of Morais Leitão, Galvão Teles, Soares da Silva & Associados - Law Firm, having exercised law on a full-time basis since 1961 (except for 1975 and 1976 when he was ambassador of Portugal to the United Nations).

II.11. Functions performed by administrative body members in other companies, including

details on functions performed in other companies of the group.

* Dr. Francisco José Pereira Pinto de Balsemão

Functions performed in other companies:

a) Group Companies

Chairman of the Board of Directors of AEIOU – Investimentos Multimédia, SA

Chairman of the Board of Directors of DIRNET – Directórios da Internet, SA

Chairman of the Board of Directors of GESCO – Gestão de Conteúdos e Meios de Comunicação Social, SA

Chairman of the Board of Directors of IMPREGER – Sociedade Gestora de Participações Sociais, SA

Chairman of the Board of Directors of IMPRESA PUBLISHING – Sociedade Gestora de Participações Sociais, SA

Chairman of the Board of Director of INFOPORTUGAL – Sistemas de Informação e Conteúdos, SA

Chairman of the Board of Directors of SIC – Sociedade Independente de Comunicação, SA

Chairman of the Board of Directors of SOINCOM – Sociedade Gestora de Participações Sociais, SA

Chairman of the Board of Directors of SOJORNAL – Sociedade Jornalística e Editorial,SA

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Chairman of the Board of Directors of SOLO – Investimentos em Comunicação, SGPS, SA

Managing Director of GMTS (Global Media e Technology Solutions) Serviços Técnicos e Produção Multimédia, Sociedade Unipessoal Lda.

Manager of IMPRESA CLASSIFICADOS – Publicidade, Lda.

Manager of IMPRESA MEDIA SOLUTIONS – Sociedade Unipessoal, Lda.

Manager of IMPRESA.COM – Publicidade e Projectos Especiais, Lda.

Manager of IMPRESA.DGSM – Desenvolvimento e Gestão de Soluções Multimédia, Lda.

Manager of MEDIA ZOOM – Produção Multimédia (Impresa Digital), Lda.

Manager of MEDIPRESS – Sociedade Jornalística e Editorial, Lda.

Manager of PUBLISURF – Edições e Publicidade, Lda.

b) Non-Group Companies

Non-executive Chairman of the Board of Directors of Nec Portugal, SA

Non-executive Director of the Daily Mail and General Trust plc

Manager of Sociedade Francisco Pinto Balsemão, Lda.

Manager of Sociedade Turística da Carrapateira, Lda. * Eng. Francisco Maria Supico Pinto Balsemão


a) Group Companies

Deputy Chairman of the Board of Directors of SOINCOM – Sociedade Gestora de Participações Sociais, SA

Director of AEIOU – Investimentos Multimédia, SA

Director of DIRNET – Directórios da Internet, SA

Director of GESCO – Gestão de Conteúdos e Meios de Comunicação Social, SA

Director of IMPREGER – Sociedade Gestora de Participações Sociais, SA

Director of IMPRESA PUBLISHING – Sociedade Gestora de Participações Sociais, SA

Director of INFOPORTUGAL – Sistemas de Informação e Conteúdos, SA

Director of OFFICE SHARE – Gestão de Imóveis e Serviços, Lda.

Director of SIC – Sociedade Independente de Comunicação, SA

Director of SOJORNAL – Sociedade Jornalística e Editorial, SA

Director of SOLO – Investimentos em Comunicação, SGPS, SA

Manager of GMTS (Global Media e Technology Solutions) Serviços Técnicos e Produção Multimédia, Sociedade Unipessoal Lda.



Manager of IMPRESA SERVIÇOS – Sociedade Unipessoal, Lda.

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Non-executive Director of COMPTA – Equipamentos e Serviços de Informática, SA

Manager of ENCOREXPERT – Investments, SGPS, Lda.

Non-executive Director of Lifetime Value, SA.

* Dr. Alexandre de Azeredo Vaz Pinto


Non-Group Companies

Non-executive Director of Solvay Portugal – Produtos Químicos, SA

* Prof. Dr. António Soares Pinto Barbosa

Functions performed in other companies.

Non-Group Companies

Chairman of the Supervisory Board of Privado Holding

Chairman of the Supervisory Board of Banco Privado Português

Voting Member of the Supervisory Board of the Champalimaud Foundation

* Dr. Miguel Luís Kolback da Veiga


Non-Group Companies

Director of the Casa de Mateus Foundation

Non-executive Director of Companhia de Seguros Tranquilidade

Chairman of the Supervisory Board of the Condes de Campo Bello Foundation

* Dr. Maria Luísa Coutinho Ferreira Leite de Castro Anacoreta Correia


Non-Group Companies

Chairman of the Supervisory Board of the Business Management School Association

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* Dr. Pedro Lopo de Carvalho Norton de Matos


a) Group Companies

Chairman of the Board of Directors of OFFICE SHARE – Gestão de Imóveis e Serviços, Lda.

Director of AEIOU – Investimentos Multimédia, SA

Director of DIRNET – Directórios da Internet, SA

Director of GESCO – Gestão de Conteúdos e Meios de Comunicação Social, SA

Director of IMPRESA PUBLISHING – Sociedade Gestora de Participações Sociais, SA

Director of INFOPORTUGAL – Sistemas de Informação e Conteúdos, SA

Director of SIC – Sociedade Independente de Comunicação, SA

Director of SOJORNAL – Sociedade Jornalística e Editorial, SA

Director of 7GRAUS – Sistemas de Informação, SA

Manager of ACTING OUT – Produção de Espectáculos e Eventos, Lda.

Manager of GMTS (Global Media e Technology Solutions) Serviços Técnicos e Produção Multimédia, Sociedade Unipessoal Lda.









Non-executive Director of Sociedade Agrícola da Alorna.

* Dr. José Manuel Archer Galvão Teles


Non-Group Companies

Director of GT4 – Assessoria e Gestão, SA

II.12. Identification of members of the supervisory board, including indication of their compliance

with the incompatibility rules established in no. 1 of article 414-A and the independence criterion established in no. 5 of article 414, both included in the Commercial Company Code.

Not applicable.

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II.13. Professional qualifications of members of the supervisory board, indication of their

professional activities, at least during the previous five years, number of company shares held and dates of first appointment and end of mandate.

Not applicable.

II.14. Functions performed by members of the supervisory board in other companies, including details on functions performed in other companies of the group.

Not applicable.

II.15. Identification of members of the general and supervisory board, including indication of their compliance with the incompatibility rules established in no. 1 of article 414-A, including sub-paragraph f) and the independence criterion established in no. 5 of article 414, both in the Commercial Company Code.

Not applicable.

II.16. Professional qualifications of members of the general and supervisory board, as well as members of committees constituted within the former, indication of their professional activities, at least during the previous five years, number of company shares held and dates of first appointment and end of mandate.

Not applicable.

II.17. Functions performed by members of the general and supervisory boards, as well as members of committees constituted within the former, in other companies, including details on functions performed in other companies of the group.

Not applicable.

II.18. Description of the remunerations policy, namely including means of alignment of the interests of the directors with those of the company and the assessment of performance, differentiation between executive and non-executive directors, as well as a summary and explanation of company policy on compensations negotiated contractually or through transactions, in case of dismissal, and other payments relative to early contract termination.

In accordance with the memorandum of association, the General Meeting elected a Remunerations Committee to establish the remunerations of the members of the Board of Directors. In a context of considerable change and competition, such as currently experienced by the IMPRESA Group, the capacity to attract, motivate and retain the best professionals in the market, as well as transform their contribution into true teamwork, will doubtlessly constitute a main critical factor for success in the near future. Therefore, it is important to emphasise the fact that the IMPRESA Group reformulated its compensation strategy for Executive Commission members in 2003, having extended it to the rest of the organisational structure, through the implementation of a new model, the main objective of which is to increase shareholder value creation and sustainability by the Board of Directors. Hence, in terms of its architecture, the IMPRESA Group believes such a model with these characteristics should include a component linked to performance.

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This approach presents a great capacity for integration with the value creation objectives, being based on a series of principles and characteristics which make it extremely interesting, namely: • its transparency;

• its methodological consistence, at two levels:

model integration in a balanced manner, and compensation rules amongst the various top management levels;

relative competitiveness in terms of comparison with the best practices;

• its ability to create the necessary basic elements to attract, motivate and retain the best human assets in IMPRESA Group target markets;

• its capacity to ensure the convergence of interests of the shareholders with those of the Board of Directors;

• ability to optimize executive remunerations, according to their performance and value-generating ability.

The IMPRESA Remunerations Committee, in compliance with the mandate attributed by the General Meeting, and considering the aforementioned objectives, deliberates on the value of the fixed remunerations of the executive and non-executive directors, as well as on the value of the variable remunerations of the executive directors, according to the share evolution and economic performance of the Group, in an equal manner for all Executive Committee members. Hence, in 2003 the Remunerations Committee approved a calculation model for annual variable remunerations, which will correspond to the result of applying a percentage (between 0% and 150%) of the established objective achievement to the annual amount of the fixed remuneration. These objectives should be included in a series of indicators, whose number must be between 3 and 5. For the financial year of 2009, the IMPRESA Remunerations Committee approved the following indicators: IMPRESA revenue, EBITDA, net debt/EBITDA ratio, net results and total shareholder return (TSR), in comparison with the media sector.

II.19. Indication of the composition of the remunerations committee or equivalent body, when

applicable, identifying those members who are also members of an administrative body, as well as their spouses, parents and other direct family members, up to the 3rd

degree,

inclusively.

The composition of the Remunerations Committee is as follows: Chairman: Dr. José Pedro Correia de Aguiar-Branco

Voting Member: Mr. Alberto Romano

None of these members accumulates positions in this body with positions in the IMPRESA Board of Directors, nor is the spouse, parent or direct relative, up to the 3rd generation, of any director of IMPRESA. The previous Voting member, Dr. Rafael Luís Mora Funes, resigned from the position on 28th September 2009.

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II.20. Indication of remunerations, individual or collective, understood in a broad sense to include performance bonuses, earned during the financial year in question by members of the administrative body. This information should include the following:

a) Clear indication of the relative importance of the fixed and variable components of the

remuneration of the directors, as well as indication of any deferral of the payment of the variable component;

Remunerations of the Board of Directors

Fixed Variable Total

1.036.698,75€ 0,00€ 1.036.698,75€

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b) Differentiation between amounts paid to executive and non-executive directors;

Remunerations of the Board of Directors

Directors Executive Fixed Variable Total

Chairman of the Executive Committee – Dr. Francisco José Pereira Pinto de Balsemão

354.750,00€ 0,00€ 354.750,00€

Deputy Chairman of the Executive Committee – Dr. Pedro Lopo de Carvalho Norton de Matos

277.350,00€ 0,00€ 277.350,00€

Member of the Executive Committee – Eng. Francisco Maria Supico Pinto Balsemão

157.380,00€ 0,00€ 157.380,00€

Total Executive 789.480,00€ 0,00€ 789.480,00€

Directors Non-Executive

Chairman of the Audit Committee – Dr. Alexandre de Azeredo Vaz Pinto

67.725,00 - 67.725,00

Member of the Audit Committee - Prof. Dr. António Soares Pinto Barbosa

68.250,00 - 68.250,00

Member of the Audit Committee - Dr. Maria Luísa Coutinho Ferreira Leite de Castro Anacoreta Correia

67.725,00 - 67.250,00

Member of the Board of Directors – Dr. Miguel Luís Kolback da Veiga

35.475,00 - 35.475,00

Member of the Board of Directors – Dr. José Manuel Archer Galvão Teles

8.043,75 - 8.043,75

Total Non-Executive 247.218,75€ - 247.218,75€

TOTAL 1.036.698,75€ 0,00€ 1.036.698,75€

In addition to the remunerations referred to above, in 2009 the former directors Eng. Luiz Fernando Teuscher de Almeida e Vasconcellos and Dr. Nuno Rocha dos Santos de Almeida e Vasconcellos were also paid, respectively, 23,027.92€ (for the period from 01/01/2009 to 17/01/09) and 15,901.87€ (for the period from 17/04/2009 to 28/09/09).

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c) Sufficient information on the criteria used to determine any right to shares, share options or the variable remuneration components; As explained in point II.18 above, the variable component of the compensation system defined by the IMPRESA Group will be the result of applying the percentage (between 0% and 150%) of the established objective achievement to the annual amount of the fixed remuneration. These objectives should be included in a series of indicators, whose number must be between 3 and 5. For the financial year of 2009, the IMPRESA Remunerations Committee approved the following indicators: revenue, EBITDA, net debt/EBITDA ratio, net results and total shareholder return (TSR) of IMPRESA, in comparison with the media sector. The Group's compensation system does not establish any right to shares or share options. d) Sufficient information on the link between remuneration and performance;

As answered above, the remuneration of the members of the Executive Committee of the Group is fully linked to their performance. e) Identification of main parameters and basic concepts of any system relative to annual

bonuses and other non-cash benefits;

Already answered. f) Attribution of shares and/or share acquisition rights and/or any other incentive systems

involving shares;

There are no incentive systems involving shares.

g) Remuneration paid as participation in profit and/or bonuses and reasons for the awarding of these bonuses and/or participation in profit;

The variable remuneration of the IMPRESA Group will only be paid if the weighted average of the achievement of the defined objectives (objectives defined for 2009 were growth in revenue, EBITDA, net debt/EBITDA ratio, net results and the TSR comparison between the Group and the Sector) is equal or greater than 80%. Payment will be made according to the percentage of fixed remuneration corresponding to the value of the aforementioned achievement (between 0% and 150%). For the financial year of 2009, the executive members of the Board of Directors were not attributed any variable remunerations.

h) Compensations paid or due to former executive directors relative to the termination of

their functions during the financial year;

No compensations were paid or are due to former executive directors relative to the termination of their functions during the financial year.

i) Any amounts paid by other companies where a controlling or group relationship exists;

Of the total amount indicated in sub-paragraph a), 354,750 euros were paid by the subsidiary company SOJORNAL, SA corresponding to the remunerations of the Chairman of the Executive Committee.

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j) Description of the main characteristics of the supplementary pension and early retirement schemes for the directors;

The Chairman benefits from a supplementary retirement scheme, through the Sojornal & Associadas Pension Fund, created in 1987, which covers directors, journalists and other paid staff, admitted by 5th July 1993, as per the information contained in Note 37.1 of the Annex to the IMPRESA consolidated financial statements.

The supplement attribution plan consists of the following rules and characteristics:

“Journalists and directors who have worked for the company for 10 years or more are entitled to a supplementary retirement subsidy, due to old age or disability, the amount of which is calculated as follows, with there being no commitments regarding future updating:

a) Journalists and directors who have worked for the company for 10 years will receive a subsidy equivalent to half the difference between the pension paid by Social Security and their pensionable salary;

b) For every year worked after 10 years, this supplement will increased by 1%, until the sum of the pension and the supplement totals 90% of their pensionable salary.

Retirement due to old age is understood as that granted to employees over 65 years of age.

Retirement due to disability is understood as that recognised and granted to employees by Social Security.

Pensionable salary is understood as total remunerations (base salary, bonus payments and subsidies) defined for 2002.

Any employee may remain at the service of the Associate, by common agreement, after the old age retirement date. In this case, the value of the pension will be calculated as defined above, based on the pensionable salary and pensionable working time on the date the employee in question completed 65 years of age.

Pension supplements are calculated through the formula used on 5th July 1993 by Social Security to calculate pensions."

(a) - The former Deputy Chairman of the Board of Directors, Eng. Luiz Fernando Teuscher de Almeida e Vasconcellos (deceased on 17th January 2009) who had been covered by the abovementioned supplementary regime, due to having retired in 2006, received the sum of 8,134 euros from the Pension Fund in 2009.

k) Estimate of relevant non-cash benefits, considered as remuneration, not included in the previous sections.

There were no relevant non-cash benefits, considered as remuneration, not included in the previous sections.

II.21. Indication of individual amounts whose payment is foreseen, regardless of their nature, in

case of the termination of functions during the mandate, when they exceed twice the fixed monthly remuneration.

There are no payments established for the termination of functions during the mandate.

II.22. Information relative to the policy adopted by the company on the communication of irregularities.

In 2007, the Audit Committee created and approved an internal system for the communication of irregularities, aimed at the prevention and punishment of irregular situations, thereby avoiding

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damages caused by the continuation of irregular practices.

This system, the Regulations of which are disclosed on the IMPRESA website and on the IMPRESA Group Intranet network, ensures the confidentiality of the information provided, as well as the anonymity of the persons reporting any irregularities.

It also ensures the rights of IMPRESA Group company employees will not be harmed by the communication of irregular practices.

The system for the communication of irregularities has five procedural phases, namely: reception and recording, preliminary analysis, judgement of the consistency of the information received, investigation and final report, including communication to the Chairman of the Board of Directors.

CHAPTER III INFORMATION

III.1. Capital structure, including indication of non-negotiable shares, different share categories,

their rights and obligations and percentage of capital represented by each category.

The company's share capital is 84,000,000 de euros, represented by shares of 0.5 euros each, all negotiable. All shares have the same rights and there are no different types of shares.

III.2. Qualified shareholdings in the issuer’s share capital, calculated according to article 20 of the Securities Code.

Qualified shareholder Number of Shares Held

Percentage of voting rights

IMPREGER – Sociedade Gestora de Participações Sociais, SA

* Directly * Through the Chairman of the Board of Directors, Dr. * Francisco José Pereira Pinto de Balsemão * Through the Deputy Chairman of the Board of Directors, * Engº Francisco Maria Supico Pinto Balsemão * Through the Chairman of the Supervisory Board, Maria do Carmo * Pinto de Ruella Ramos

Total imputable

84.514.588

2.378.840

8.246 846

86.902.520

50,306%

1,416%

0,005%

0,000%

51,727%

Ongoing Strategy Investments, S.G.P.S., SA (a)

* Directly * Through Investoffice – Investimentos e Consultoria * Financeira, SA * Through the members of the administrative body * Through entities in a relationship of control

Total imputable (a) – Ongoing Strategy Investments, S.G.P.S., SA is majority held by Ms. (a) – Isabel Maria Alves Rocha dos Santos, therefore the abovementioned voting rights are also (a) – imputable to her.

2.180.000

31.454.444 23.680 16.800

33.674.924

1,298%

18,723% 0,014% 0,010%

20,045%

BANCO BPI, SA

* Directly * Through BPI Vida – Companhia de Seguros de Vida, SA

Total imputable

6.200.000 626.004

6.826.004

3,690% 0,373%

4,063%

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Madre – Sociedade Gestora de Participações Sociais, SA (a)

* Directly

Total imputable (a) – Madre – Sociedade Gestora de Participações Sociais, SA is controlled by Madre –(a) – Empreendimentos Turísticos, SA, which is in turn controlled by Mr. António da (a) – Silva Parente, therefore the abovementioned voting rights are also imputable to him.

5.990.402

5.990.402

3,566%

3,566%

Credit Suisse Group AG)

* In clients representation * Through CS Securities (Europe) Ltd * Through Credit Suisse Securities (USA) LLC

Total imputable

6.597.888 38.230 5.000

6.641.118

3,927% 0,023% 0,003%

3,953%

III.3. Identification of shareholders with special rights and description of these rights.

There are no special rights.

III.4. Any share transaction restrictions, such as clauses of consent to divestiture, or limitations to shareholding.

There are no restrictions on the transmissibility of shares.

III.5. Agreements outside the scope of the memorandum of association known to the company and which may lead to restrictions on the transmission of securities or voting rights.

There are no agreements outside the scope of the memorandum of association known to company and which may lead to restrictions on the transmission of securities or voting rights.

III.6. Applicable rules to alteration of the company's articles of association; There are no rules on the alteration of the company's articles of association, except those resulting from the applicable legislation.

III.7. Control mechanisms established for any system involving employee shareholdings, where the voting rights are not directly exercised by the employees in question. There is no system involving the holding of company shares by employees.

III.8. Description of issuer share price evolution, namely including the following: a) Issue of shares of other securities allowing share subscription or acquisition; b) Results announcement; c) Payment of dividends, by share category, including indication of net amounts per share.

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Main Dates:

1. 12th March 2009 Presentation of the Accounts for 2008 2. 17th April 2009 IMPRESA General Meeting 3. 28th April 2009 Presentation of the 2009 1st Quarter Accounts 4. 27th July 2009 Presentation of 2009 2nd Quarter Accounts 5. 28th October 2009 Presentation of 2009 3rd Quarter Accounts

III.9. Description of the dividend distribution policy adopted by the company, identifying the

value of the dividend per share distributed in the last three financial years.

According to the current legislation, individual IMPRESA accounts, prepared based on the accounting principles generally accepted in Portugal (POC) are considered for the effects of the distribution of the results of the financial year, namely dividends. Therefore, negative financial year results and accrued losses from previous financial years are significantly affected by the accounting of amortizations relative to goodwill generated through the acquisition of shareholdings.

On the other hand, the memorandum of association of IMPRESA establishes that “during the assessment of the accounts, the General Meeting should distribute the profits relative to the previous financial year, if they exist, in the following manner:

a) 5% to legal reserve whenever it proves necessary to set it up or replenish it; b) the remainder to be applied as determined by the majority, during the General Meeting.”

According to applicable legal dispositions, the deliberation of the General Meeting on the distribution of the remaining financial year results should consider the following:

• coverage of losses from previous financial years;

0,5 0,7 0,9 1,1 1,3 1,5 1,7 1,9 2,1 2,3 2,5

Evolution of the IMPRESA shares in 2009

1

2 3

4

5

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• constitution or reinforcement of other reserves determined by law or constituted by General Meeting deliberation;

• dividend distribution policy regarding shareholders. Therefore, since the accrued losses have not yet been covered, it has not yet been possible to proceed with the distribution of dividends.

III.10. Description of the main characteristics of share attribution and share acquisition option plans adopted or effective in the financial year in question, including justification of the plans adopted, category and number of beneficiaries, attribution conditions, clauses relative to the non-divestiture of shares, share price criteria, prices relative to exercise of share options, period of exercise of share options, characteristics of the shares to be attributed, share acquisition or share option incentives and competence of the administrative body to execute or alter the plan in question.

There are no share attribution or share acquisition option plans which are effective or have been adopted at IMPRESA.

III.11. Description of main business elements and operations occurred between the company, on one side, and, on the other side, administrative and supervisory body members, qualified shareholders or companies in a control or group relationship, provided that these are economically significant to any of the parties involved, except with respect to businesses or operations which, cumulatively, are carried out according to normal market conditions for similar operations and are part of the company’s normal business activity.

It should be noted that of the existing indirect rental contracts with the shareholder and Chairman of the Board of Directors, Dr. Francisco Pinto Balsemão, mentioned in previous reports Apart from the issue referred to in the previous paragraph, 2008 there was no business or operation of significance in economic terms between the company and the members of its management and supervisory boards, bearers of qualified holdings or companies in a controlling or group relationship.

III.12. Reference to the existence of an Investor Support Office or other similar service, relative to:

a) Duties of the Office; Following the entry into the then Lisbon and Porto Stock Market in 2000, IMPRESA created the Communication and Investor Relations Department in order to ensure institutional relations and the disclosure of information to the vast universe of shareholders, potential investors and analysts, as well as the stock markets where IMPRESA shares are negotiable and respective regulatory entities, Euronext and the CMVM. The Communication and Investor Relations Department of IMPRESA thus performs an important role in the pursuit of this objective, permitting the maintenance of suitable relations with shareholders, financial analysts and potential investors of IMPRESA. The primary function of this Department, established in 2000, consists in acting as an interlocutor between the Executive Committee of the Board of Directors of IMPRESA and the investors and financial markets in general, being responsible, under the scope of its normal activity, for all the information provided by the IMPRESA Group, whether relative to the disclosure of relevant facts and other communications to the market, or with respect to the publication of the periodic, quarterly, six-monthly and annual financial statements.

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b) Type of information provided by the Office; for the performance of its duties, this Department maintains a constant flow of communication with investors and financial analysts in Portugal and abroad, providing all the necessary information and clarifications, in observance of the legal and regulatory provisions, to meet the requests made to the Office by these entities. c) Modes of access to the Office; R. Ribeiro Sanches, 65 – 1200-787 Lisbon Telephone: +351-213929780 Fax: +351-213929787. Email: [email protected] d) Company website; the Company website is “www.impresa.pt” e) Identification of the representative for market relations. The representative for market relations and the Director of Communications and Investor Relations is Eng. José Freire, who reports to the Executive Committee.

III.13. Indication of the value of the annual remuneration paid to the auditor and to other natural or legal persons belonging to the same network supported by the company and/or by legal persons in a controlling or group relationship and description of the percentage relative to the following services:

The fees paid to the auditor or to other entities belonging to the same network, in 2009, reached the total sum of 554,925 euros, which are subdivided as indicated below: a) Legal accounts review services;

a) 493,460 euros (89.68%) b) Other reliability guarantee services;

a) 34,500 euros (0.81%) c) Tax advisory services;

a) 56,965 euros (10.27%) d) Services other than legal accounts review services.

a) 0 euros (0%)

The Audit Committee, in articulation with the Directorate-General for Finances of IMPRESA, ensures that services contracted from the auditors do not place in question their independence.

Lisbon, 11th March 2010

The Board of Directors

Francisco José Pereira Pinto Balsemão

Francisco Maria Supico Pinto Balsemão

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Pedro Lopo de Carvalho Norton de Matos



Maria Luísa Coutinho Ferreira de Castro Anacoreta Correia

Miguel Luís Kolback da Veiga

José Manuel Archer Galvão Teles

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