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REPORT AND CONSOLIDATED ACCOUNTS

TABLE OF CONTENTS

2015

CHAPTER

01CHAPTER

02CHAPTER

03CHAPTER

04CHAPTER

05CHAPTER

06

04Conduril

10Corporate Information

14Consolidated Management Report

54Report and Opinion of the Statutory Audit Board

22Consolidated Financial Statements and Notes

58Legal Certification of Consolidated Accounts

4 Titulo

Report and Consolidated Accounts 2015

01

Título 5

Report and Consolidated Accounts 2015Faro, Portugal

CONDURILREPORT AND CONSOLIDATEDACCOUNTS 2015

6 A Conduril

Report and Consolidated Accounts 2015

“THERE ARE NO FAVOURABLE WINDS FOR THOSE WHO DO NOT KNOW WHERE THEY ARE GOING”Séneca

Commercial Registry Office of Valongo

Share Capital: 10,000,000 euros

Tax ID Number: 500 070 210

Building Permit No. 568

Conduril 7

Report and Consolidated Accounts 2015

VisionConduril develops its activity in the field of Civil

Engineering and its main objective, in both technical

and economic terms, is to become one of the best

Portuguese engineering companies (and to be

recognised by the market as such), and, at the same

time, to possess the following characteristics:

• To be a great company at a national scale, both

in technical and economic terms, capable of

responding to any work of civil engineering both in

the domestic market and abroad.

• To be, in terms of the total number of active people,

at a national level, a medium sized company,

flexible and capable to respond to different market

demands, with a great technical ability able to,

above all else, become a solid base of support for its

activities abroad.

MissionOur mission is to create lasting wealth for our

shareholders and the sustainability of the best working

conditions for our employees, as well as their satisfaction,

as the first vector of our social responsibility.

ValuesWe believe that we can only create value and wealth,

that is, win, acting the right way. In order words: with

honesty, trust and accountability based on a culture of

Integrity, which means: Honesty, Transparency, Justice

and a strict adherence to the rules and regulations;

these are our values.

8 Conduril

Report and Consolidated Accounts 2015

PORTUGAL

SENEGAL

ANGOLA

GABON

SPAIN

CAPE VERDE

BOTSWANA

CONDURIL

AROUND THE WORLD

Conduril 9

Report and Consolidated Accounts 2015

MOZAMBIQUE

ZAMBIAMALAWI

BOTSWANA

CONDURIL

AROUND THE WORLD

10 Titulo

Report and Consolidated Accounts 2015

02

Título 11

Report and Consolidated Accounts 2015Cabinda, Angola

CORPORATE INFORMATIONREPORT AND CONSOLIDATEDACCOUNTS 2015

12 Corporate Information

Porto, Portugal

Report and Consolidated Accounts 2015

CONDURIL – ENGENHARIA, S.A. IS A COMPANY LIMITED BY

SHARES, MANAGED BY AN EXECUTIVE COMMITTEE ELECTED IN

ACCORDANCE WITH THE LAW, WHOSE MANAGEMENT BODIES

PRESENT THE FOLLOWING STRUCTURE:

Board of the General MeetingJoão Baqueiro Oliveira (President)

Amadeu Augusto Vinhas

Filipa Bastos Pinto Ferreira Lemos

Board of DirectorsAntónio Luís Amorim Martins (Chairman)

Maria Benedita Andrade de Amorim Martins

Maria Luísa Andrade Amorim Martins Mendes

Álvaro Duarte Neves Vaz

António Baraças Andrade Miragaia

António Emanuel Lemos Catarino

Carlos António Soares de Noronha Dias

Ricardo Nuno Araújo Abreu Vaz Guimarães

Executive Committee Maria Benedita Andrade de Amorim Martins (CEO)

Maria Luísa Andrade Amorim Martins Mendes

(Vice-President)

Álvaro Duarte Neves Vaz

António Baraças Andrade Miragaia

António Emanuel Lemos Catarino

Carlos António Soares de Noronha Dias

Ricardo Nuno Araújo Abreu Vaz Guimarães

Statutory Audit BoardCrisóstomo Aquino de Barros (President)

Daniela Brás Vigário Silva

José Tiago Sapage Meireles de Amorim

José Álvaro Fonseca Moura (Alternate)

Statutory AuditorHorwath & Associados, SROC, Lda.

Represented by Ana Raquel B. L. Esperança Sismeiro

João Miguel Neiva de Oliveira Coelho Pires (Alternate)

Corporate Information 13

Report and Consolidated Accounts 2015

BOARD OF DIRECTORS (CHAIRMAN)

Operational Control

GEOGRAPHICAL AREAS

MalawiSenegal Botswana AngolaPortugalMozambique Cape Verde SpainZambia Gabon

FUNCTIONAL AREAS

SPECIALISED COMMITTEES

Finances andTreasury

Acquisitionof Assets

Analysis ofContracts

CareerCommittee

Market andMarketing

InternalControl

Roads Civil Construction

Islands

Quality

Computing

Environment and Safety

Financial and Administrative Services

Economy OfficeInnovation

Studies Office

Park and Fixed Facilities

Metalworking and Carpentry

Laboratory

Human Resources

Purchases and Treasury

Legal Office

Internal Audit Committee (Control Unit)

Remuneration Committee

Statutory Audit Board

OBS.a. within the E.C. there is a substitute assigned to each element, including a vice-presidentb. several functional areas will be assigned to each one of the elements of the E.C.

NOTE: Each geographical area adopts an organisational structure with the same philosophy as the one in Portugal, but will take into account the specific local circumstances, in terms of size and specificity.

EXECUTIVE COMMITTEE (CEO)

Hydraulics and Environment

14 Titulo

Report and Consolidated Accounts 2015

03

Título 15

Report and Consolidated Accounts 2015Nyimba, Zambia

CONSOLIDATEDMANAGEMENTREPORTREPORT AND CONSOLIDATEDACCOUNTS 2015

16 Consolidated Management Report

01. After a favourable performance of the world

economy in 2014, in 2015 we saw a deceleration on the

rate of growth of the real output in emerging economies,

especially in African economies.

There is a perception that, in developed countries, the

economic development had maintained its growth trend.

However, in Portugal, the economic recovery has been

strongly affected by the measures of budgetary restrictions

implemented under the programme of financial assistance.

Following this adjustment process, the market of civil

construction and public works has been seriously afflicted

by the decrease in investment. 2015 has been defined by

the sector associations as “the worst year in the area of

public investment in Portugal”, with a reduction, up to

November, of 25% in the amount of tenders and 33% in

the contracts established, compared to the previous year.

Due to its importance in the scope of this report, the

developments of the growth of the real output, the

exchange rate and the inflation rate are presented in the

table below, for the countries where Conduril operates at

the moment:

THE BOARD OF DIRECTORS OF CONDURIL - ENGENHARIA,

S.A., IN COMPLIANCE WITH THE ARTICLES OF ASSOCIATION

AND APPLICABLE LEGAL PROVISIONS, IN ACCORDANCE WITH

ARTICLES 65 AND 66 OF THE PORTUGUESE COMPANIES ACT,

PRESENTS AND SUBMITS TO THE GENERAL MEETING OF

SHAREHOLDERS, THE CONSOLIDATED MANAGEMENT REPORT,

THE CONSOLIDATED ACCOUNTS FOR THE PERIOD AND OTHER

FINANCIAL STATEMENTS, FOR THE FINANCIAL YEAR ENDING

ON 31 DECEMBER 2015.

Faro, Portugal

Report and Consolidated Accounts 2015

COUNTRIES

REAL OUTPUT GROWTH EXCHANGE RATE

INFLATION RATE2015

2014 2015 CURRENCIES 31.12.2015YEAR-ON-YEARDEVELOPMENT

Portugal 0.9% 1.5% 0.4%

Angola 4.8% 3.5% EUR-AKZ 150.07 ↓ -19% 14.3%

Mozambique 7.4% 7.0% EUR-MZN 49.01 ↓ -28% 10.6%

Botswana 4.4% 2.5% EUR-BWP 17.01 ↓ -47% 3.1%

Zambia 5.6% 4.3% EUR-ZMW 11.95 ↓ -54% 21.1%

Malawi 5.7% 4.0% EUR-MWK 726.35 ↓ -27% 24.9%

Gabon 4.3% 3.5% EUR-F.CFA 655.96 − 0% -0.1%a)

Source: IMF, World Economic Outlook, National Banks and National Statistical Institutesa) values of August 2015

Relatório de Gestão 17

02. Despite the continuity of the

internationalisation strategy of Conduril, with the

expansion to the Gabonese market in the 2nd semester

of the year, the evolution of the foreign market

generated a decrease in the weight of the turnover

outside Portugal, being this, in 2015, 77% of the 196

million euros registered.

In Portugal, the resumption of the works in the sub-

-concessions of Baixo Alentejo and Algarve Litoral, and

the start of the construction of the new Águas Santas

tunnel, helped in boosting the company’s activity; while

in Angola, the award of the work for the rehabilitation of

the pier of Malongo by the Cabinda Gulf Oil Company,

in the amount of 142 million USD, reduced the adverse

effects of the decrease of the activity in this country.

In Mozambique, the construction of the road between

Macomia and Oasse, as well as the building of the fish

market in Maputo, were completed in 2015, with the

client portfolio in this market also being extended.

In Zambia, the rehabilitation of the road between

Nyimba and Sinda is running at a good pace, at the

same time that Conduril’s activity is being solidified in

this market. The same situation is visible in Malawi, with

the progression of the works in the Kamuzu dam.

In 2015, Conduril started its activity in Gabon, with the

award of a hydraulic work between Nzeng and Ayong;

its consolidation is expected during 2016.

The expansion of the company’s activity to new

markets was not forgotten, and despite being focused

in markets in which it already operates, the company

is alert to possible opportunities abroad, particularly in

Latin America.

03. In a sector increasingly marked by the

distinction and the productive efficiency, investments

were made throughout 2015, in an amount exceeding

39 million euros, namely to acquire new equipment and

machinery, and in the renewal of infrastructures.

The majority of the non-financial investment was

directed to the operations outside of Portugal. However,

pursuing the goal of improvement of the organisational

processes that are being developed in the recent years,

conditions were created for the implementation of a

document management system transverse to all the

business units of the Group, which is expected to be

completed during 2016.

The investment in a continuous modernisation and

improvement of the working conditions are part of

Conduril’s culture and conduct, combining technical

competences and operational flexibility for an effective

answer to the market demands.

Libreville, Gabon

Report and Consolidated Accounts 2015

18 Consolidated Management Report

04. Despite the strong negative impact of the macroeconomic factors, Conduril ends 2015 with a positive global

performance reflected in the following indicators:

EBITDATurnover250

200

150

100

50

0

2013 2014 2015

internal market external market

Net Income for the Period

50

40

30

20

10

0

2013 2014 2015

Investment in Assets

40

32

24

16

8

0

2013 2014 2015

100

80

60

40

20

0

2013 2014 2015

Equity250

200

150

100

50

0

2013 2014 2015

Financial Autonomy75%

60%

45%

30%

15%

0%

2013 2014 2015

General Liquidity200%

190%

180%

170%

160%

150%

2013 2014 2015

Net Debt8

0

-8

-15

-23

-30

2013 2014 2015

93% 93% 77%

7% 7%23%

Report and Consolidated Accounts 2015

Consolidated Management Report 19

In operational terms, a decrease of 6% in turnover

was verified. However, the company’s soundness is

expressed in the evolution of its liquidity and in the

values of financial autonomy, with the variation of the

net debt being directly related to the increase of the

investment in assets.

Nevertheless, the performance of Conduril, was, once

again, recognised by external entities, namely by the

Exame magazine, with the attribution of the awards of

Best Company in the Sector, for the third consecutive

year, and the 2nd Happiest Company in the study

Happiness Works 2015.

05. During 2015, in average 2700 employees

integrated the human capital of Conduril, 90% of them

in the African continent.

Despite the slowdown of the activity in Angola, the

evolution of the works in Zambia, Malawi and Gabon

allowed the reallocation of some resources, keeping the

number of employees at the levels of the previous year.

The investment in the development of competences

of its employees is the cornerstone of its strategy and

it was translated, in 2015, in more than 14,000 hours

of training, in a global investment exceeding 500,000

euros, completely supported by Conduril.

In Angola, the activity of the Conduril Academy has

an essential importance, contributing to the reduction

of the illiteracy rate of the Group’s employees in this

country, from 24% in 2011 to 5% in 2015, with a volume

of training exceeding 100,000 hours and with more

than 1400 certificates issued since 2010.

The social responsibility of Conduril and the

maintenance of the sustainability of better working

conditions for its employees are complemented with its

pension fund, in the amount of 8.2 million euros at the

end of 2015, and with the attribution of an award to the

workers who complete 25 years of service.

Huíla, Angola

Report and Consolidated Accounts 2015

20 Consolidated Management Report

06. The Integrated Management System is

also a key element of the Conduril’s corporative culture

and it is highly disseminated and implemented, being

an anchor in the execution of the goals of continuous

improvement of the production process and the

decrease of the environmental impact of its activity.

This system is duly recognised by external entities, namely:

• in the revalidation of the certifications of the quality

management system in Portugal, in the Angola

branch, in Métis, in the Mozambique Delegation,

in ENOP and in Urano, according to the standard

NP EN ISO 9001:2008, by APCER (Portuguese

Association of Certification);

• in the renewal of the certifications in the scope of

safety in Portugal, in the Angola branch, in Métis

and in Urano, according to the standards OHSAS

18001:2007 and NP 4397:2008, by APCER;

• in the revalidation of the certification of the

environmental management system in Portugal,

according to the standard NP EN ISO 14001:2012, by

APCER;

• in the renewal of the accreditation, by IPAC

(Portuguese Institute for Accreditation), for the

Portuguese Central Laboratory, according to the

standard NP EN ISO/IEC 17025:2005; and

• in the follow-up and maintenance of the certification

obtained in the scope of the EC Marking for the

metal structures produced in our Portuguese

industrial facilities, according to the standard EN

1090+1:2009+A1:2011.

07. The instability of the main macroeconomic

variables in Portugal and in the six countries where

Conduril operates in 2016, and especially in the

investment in infrastructures, with strong relation to

the construction sector, creates several difficulties and

uncertainties. However, its knowledge of these markets,

associated to the acceptance received from them,

conveys confidence for the following year: the amount

of construction works is around 340 million euros and

their development and performance are progressing

according to schedule.

08. Other information enclosed:

a. Conduril has branches in Angola, Mozambique,

Botswana, Cape Verde, Senegal, Zambia, Malawi,

Gabon and Morocco.

b. There are no overdue debts to the State or any other

public entity, including the Social Security.

c. The share capital, fully subscribed and paid-in, is

composed of 2,000,000 ordinary shares with a nominal

value of 5 euros each. The own shares held, which

Beja, Portugal Zaire, Angola

Report and Consolidated Accounts 2015

Consolidated Management Report 21

amount to 200,000, were not object of any transaction

during the year.

d. The securities issued by CONDURIL - Engenharia,

S.A. held by members of the management bodies were

maintained in relation to the previous financial year,

except for the number of shares of the shareholder

Maria Luísa Andrade Amorim Martins Mendes, who

acquired on the 08 May 2015, 5 shares for the unit value

of 66.01 euros and for the number of shares of the

shareholder António Baraças Andrade Miragaia, who

disposed, on the 30 December 2015, of 102 shares, in

an off-exchange transaction, for the unit value of 67.00

euros.

e. Conduril is not aware of any shareholders that have

sold the qualified holdings mentioned previously in

other reports.

09. In compliance with the legal and statutory

provisions and in continuation of the policy of fair

return of the capital invested, the individual reports and

accounts presents the following distribution of the net

income for the period, in the amount of 6,171,538 euros:

• Dividends: 900,000 euros, corresponding to 0.50

euros per share;

• Retained Profit: 568,425 euros;

• Free Reserves: 4,703,113 euros.

10. The Board of Directors could not finish its

consolidated management report without leaving

words of appreciation to all those who participated in

the company’s activity throughout 2015.

The Board of Directors would like to thank the

collaboration, commitment and dedication

demonstrated by all clients, suppliers, financial

institutions and all other business partners of the

company and, especially, by the employees and the

members of the management bodies.

Ermesinde, 18 February 2016

The Board of Directors

Zaire, Angola Maputo, Mozambique

Report and Consolidated Accounts 2015

22 Titulo

Report and Consolidated Accounts 2015

04

Título 23

Report and Consolidated Accounts 2015Liwonde, Malawi

CONSOLIDATEDFINANCIAL STATEMENTS AND NOTESREPORT AND CONSOLIDATEDACCOUNTS2015

24 Consolidated Financial Statements

CONSOLIDATED BALANCE SHEETAS AT 31 DECEMBER 2015 AND 2014

NOTES 2015 2014

ASSETS

NON-CURRENT ASSET

Property, plant and equipment 3;7 60,567,980 55,638,755

Intangible assets 3;6 1,926,202 74,820

Permanent participations (equity method) 3;9 - -

Permanent participations (other methods) 3;9 725,821 727,080

Other financial assets 3;9 33,829,519 13,707,510

Deferred tax assets 3;17 62,003 149,882

Subtotal 97,111,524 70,298,047

CURRENT ASSET

Inventories 3;10 12,666,567 13,765,279

Clients 3;18 177,990,334 220,441,960

Clients with retention payments 3;18 10,618,427 11,369,590

Contract retentions 3 1,649,667 3,656,696

State and other public bodies 20 23,984,992 25,591,261

Shareholders 1,593,351 1,587,001

Other accounts receivable 3;11 34,041,169 36,322,418

Deferrals 3;20 1,631,497 986,521

Financial assets held for trading 18 101,784,149 83,288,444

Other financial assets 3 5,000 5,000

Cash and bank deposits 3;4 30,416,066 34,818,120

Subtotal 396,381,218 431,832,289

TOTAL ASSETS 493,492,742 502,130,337

SHAREHOLDERS' FUNDS AND LIABILITIES

SHAREHOLDERS' FUNDS

Paid-in capital 10,000,000 10,000,000

Own shares 3 (950,000) (950,000)

Legal reserves 3,389,863 3,362,028

Other reserves 188,369,669 164,377,036

Retained profit 4,365,324 3,014,781

Revaluation surpluses 3,175,873 3,030,409

Other changes in equity (2,110,500) 25,013

Subtotal 206,240,229 182,859,266

Net income for the period 6,151,680 29,472,732

Subtotal 212,391,910 212,331,998

Minority interests 134,699 156,005

TOTAL SHAREHOLDERS' FUNDS 3 212,526,608 212,488,003

LIABILITIES

NON-CURRENT LIABILITIES

Provisions 3;13 2,545,506 8,908,838

Financing obtained 3;8 70,953,338 14,518,298

Deferred tax liabilities 3;17 1,483,450 2,050,573

Subtotal 74,982,294 25,477,710

CURRENT LIABILITIES

Trade creditors 3 58,735,067 62,109,837

Advanced payments from clients 3 23,461,233 30,919,785

State and other public bodies 20 11,574,946 23,433,583

Shareholders 2,831,388 2,831,388

Financing obtained 3;8 85,816,177 114,362,542

Other accounts payable 3 13,538,510 11,082,154

Deferrals 3;11;20 10,026,518 19,425,335

Subtotal 205,983,840 264,164,624

TOTAL LIABILITIES 280,966,133 289,642,333

TOTAL SHAREHOLDERS' FUNDS AND LIABILITIES 493,492,742 502,130,337

Amounts expressed in EURO

Report and Consolidated Accounts 2015

Consolidated Financial Statements 25

CONSOLIDATED PROFIT AND LOSS ACCOUNT BY NATUREAS AT 31 DECEMBER 2015 AND 2014

INCOME AND EXPENSES NOTES 2015 2014

Sales and services provided 3;12;20 196,172,660 208,815,402

Grants received as compensation for expenses - -

Gains/losses allocated to subsidiaries, associated companies and joint ventures 3 - -

Variation of inventories in production 3;10 136,205 (362,907)

Own work capitalised 3 3,853,446 2,781,693

Cost of goods sold and materials consumed 10 (48,772,771) (50,714,596)

External supplies and services (83,824,369) (63,858,368)

Personnel expenses 3;19;20 (44,660,972) (46,664,204)

Impairment of inventories (losses/reversals) 3;10 (38,555) 543,981

Impairment of doubtful debts (losses/reversals) 3;18 (271,091) (1,530,815)

Provisions (increases/reductions) 3;13 5,620,429 (4,539,579)

Impairment of non-depreciable/amortisable assets (losses/reversals) - -

Increases/reductions of fair value 3;18 - 49,093

Other income 14;20 37,546,799 37,281,658

Other expenses 14;20 (30,207,052) (18,260,918)

Operating income before depreciations, financing costs and taxes 35,554,730 63,540,440

Depreciation and amortisation expenses/reversals 3;6;7 (11,524,177) (9,850,122)

Impairment of depreciable/amortisable assets (losses/reversals) - -

Net operating income (before financing costs and taxes) 24,030,553 53,690,318

Interests and similar income obtained - -

Interests and similar expenses supported 3;20 (14,222,512) (8,159,153)

Income before taxation 9,808,041 45,531,165

Income taxes 3;17 (3,652,655) (16,024,024)

NET INCOME FOR THE PERIOD 6,155,387 29,507,141

Income of discontinued operations (net of tax) inc. in the net incomefor the period

- -

NET INCOME FOR THE PERIOD ATTRIBUTABLE:

Holders of equity of the parent entity 6,151,680 29,472,732

Minority interests 3,707 34,409

Subtotal 6,155,387 29,507,141

EARNINGS PER SHARE (BASIC) 3.42 16.39

Amounts expressed in EURO

Report and Consolidated Accounts 2015

26 Consolidated Financial Statements

CONSOLIDATED CASH FLOW STATEMENTAS AT 31 DECEMBER 2015 AND 2014

ITEMS NOTES 2015 2014

Operating activities flow

Cash receipts from clients 169,096,819 121,679,512

Payments to suppliers (121,179,887) (120,983,048)

Payments to employees (35,422,278) (40,276,238)

Revenues generated by operations 12,494,654 (39,579,774)

Payment/receipt of income taxes (7,191,962) (23,801,539)

Other cash receipts/payments relating to operating activities (1,193,821) (14,049,752)

OPERATING ACTIVITIES FLOW (1) 4,108,872 (77,431,064)

INVESTMENT ACTIVITIES FLOW

CASH PAYMENTS ARISING FROM:

Property, plant and equipment (9,808,485) (11,825,914)

Intangible assets (5,342) (27,691)

Financial investments (20,122,508) (6,074,597)

Other assets - (1,218)

CASH RECEIPTS ARISING FROM:

Property, plant and equipment - 426

Other assets - 1,128

Interest and similar income 4,339,476 4,719,674

Dividends 60,340 56,705

INVESTMENT ACTIVITIES FLOW (2) (25,536,520) (13,151,487)

FINANCING ACTIVITIES FLOW

CASH RECEIPTS ARISING FROM:

Financing obtained 198,161,409 141,517,512

Other financing operations 469 272,560

CASH PAYMENTS ARISING FROM:

Financing obtained (159,839,417) (42,908,287)

Leasing financing (925,728) (1,029,274)

Interests and similar expenses (13,681,478) (7,065,626)

Dividends (3,600,000) (5,400,000)

Capital decreases and other equity instruments 7,417 -

Other financing operations (183,011) (20,601)

FINANCING ACTIVITIES FLOW (3) 19,939,661 85,366,285

Net increase/decrease in cash and cash equivalents (1 + 2 + 3) (1,487,986) (5,216,267)

Effects of foreign exchange rate (2,914,068) 3,088,645

Cash and cash equivalents at the beginning of the period 34,818,120 36,945,742

CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 4 30,416,066 34,818,120

Amounts expressed in EURO

Report and Consolidated Accounts 2015

Consolidated Financial Statements 27

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Report and Consolidated Accounts 2015

28 Notes to the Consolidated Financial Statements

1. Introductory noteCONDURIL – Engenharia, S.A. (“CONDURIL” or

“Company”), is a company founded in 1959 and

transformed in a company limited by shares in 1976,

with registered office at Av. Eng.º Duarte Pacheco, 1835

– 4445-416 Ermesinde – Valongo, Portugal, and the

participated companies (“Group”), whose main activity

is public construction works and all other works related

to the exercise of this activity.

We believe that these consolidated financial statements

are a true and proper representation of the operations

of the companies belonging to the Group, as well as

their financial position and performance and cash

flows.

All amounts expressed in these notes are presented in

euros, rounded to the nearest unit.

2. Accounting framework for the preparation of the financial statements2.1. These financial statements have been prepared

bearing in mind the continuation of the Group's

operations, from the accounting records of the Group

and in accordance with the rules of the Accounting

Standardisation System, governed by the following

legislation:

• Decree-law no. 158/2009, of 13 July (Accounting

Standardisation System);

• Decree Order no. 986/2009, of 7 September

(Financial Statements Models);

• Notice no. 15652/2009, of 7 September (Framework);

• Notice no. 15655/2009, of 7 September (Accounting

Standards and Financial Reporting);

• Decree Order no. 1011/2009, of 9 September (Code

of Accounts).

2.2. Indication and comment on the balance sheet

and the income statement whose contents are not

comparable with those of the previous financial year:

The amounts presented for comparative purposes are

comparable and are presented in accordance with the

model resulting from the amendments introduced by

the legislation mentioned in the previous paragraph.

3. Significant accounting policiesThe significant accounting policies adopted in the

preparation of the attached financial statements are the

following:

3.1. Measurement bases used in the preparation of

the financial statements

The attached financial statements have been prepared

bearing in mind the continuation of the Group's

operations, from the accounting books and records of

the companies belonging to the Group, maintained in

accordance with the accounting principles generally

accepted in Portugal (NCRF).

a. CONSOLIDATED PRINCIPLES

The consolidated principles adopted by the Group in the

preparation of the consolidated financial statements are

the following:

i. Investments in subsidiaries

Investments in companies in which the Group owns,

directly or indirectly, more than 50% of the voting rights

at General Meeting of Shareholders or is able to establish

financial and operational policies (definition of control

used by the Group), are included in the consolidated

financial statements using the integral consolidation

method. Equity and net income of these companies

corresponding to the shareholding of third parties in

the subsidiary companies is shown separately in the

consolidated balance sheet and in the consolidated

profit and loss account in the item “Minority interests”.

When losses attributable to minorities are greater than

the minority interest in a subsidiary's equity, then the

Group absorbs this excess and any additional losses,

except when the minorities have an obligation and are

able to cover said losses. If the subsidiary subsequently

reports profits, then the Group appropriates all profits

until the minority's share of losses absorbed has been

recovered.

The results of subsidiaries acquired or sold during the

period are included in the income statement from the

effective date of acquisition or up to the effective date

of sale, as appropriate.

Adjustments to the financial statements of subsidiary

companies are made whenever necessary to adjust

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 DECEMBER 2015

Report and Consolidated Accounts 2015

Notes to the Consolidated Financial Statements 29

them to the accounting policies used by the Group.

Transactions, balances and dividends distributed between

the Group's subsidiaries are eliminated on consolidation.

Whenever the Group has, in substance, control over other

entities created for a specific purpose (“Special Purpose

Entities”), even if no share capital interest is directly or

indirectly held in those entities, these are consolidated by

the integral consolidation method.

ii. Investments in associates

Investments in associated companies (companies where

the Group exercises significant influence but does not

have control or joint control through the participation in

financial and operational policies - usually corresponding

to holdings between 20% and 50% in a company's share

capital) are registered by the equity method.

Under the equity method, investments in associated

companies are initially recorded at acquisition cost,

which is adjusted proportionally to the Group's interest

in the corresponding equity of those companies, at

the acquisition date or at the date of the first adoption

of the equity method. Permanent participations are

adjusted annually by the amount corresponding to the

participation in the net profit/loss of the associated

companies as opposed to gains or losses in the period.

Furthermore, the dividends of these companies are

registered as a decrease in investments, and the Group's

proportion in the changes occurred in the associated

company's equity are registered as a change in the

Group's equity.

The differences between the acquisition cost and fair

value of the assets and liabilities attributable to the

associate on acquisition date, if positive, are recognised

as goodwill. If that difference is negative, after

reconfirmation of the fair value attributed, it is registered

as a gain for the period in the item “Other income”.

An assessment of the investments in associated

companies is made whenever there are indications

that the asset may be impaired, with the impairment

losses that are shown to exist being registered as costs.

Impairment losses recognised in previous periods that

are no longer justifiable are reversed.

When the Group's share of losses of the associated

company exceeds the investment's book value, the

investment is reported at null value, except to the extent

of the Group's commitments to the associate.

The Group's share in unrealised gains arising from

transactions with associated companies is eliminated

in proportion to the Group's interest, against the

investment in that associated company. Unrealised

losses are eliminated, but only to the extent that there

is no evidence of impairment of the asset transferred.

iii. Jointly controlled entities

The financial interests in jointly controlled companies/

entities were consolidated in the attached income

statement by the proportionate consolidation method,

from the date in which the control is shared. According

to this method, the assets, liabilities, losses and gains of

these companies have been included in the consolidated

financial statements, on a line-by-line basis, in proportion

to the Group's participation in the companies.

The classification of the financial interests held in jointly

controlled companies/entities is determined based on:

• shareholder agreements that regulate the joint control;

• effective percentage held;

• voting rights held.

Any change of consolidation generated by the

acquisition of a jointly controlled company/entity is

registered according to the accounting policies defined

for subsidiaries. Transactions, balances and dividends

distributed between the jointly controlled companies are

eliminated in proportion to the Group's participation.

iv. Goodwill

At the balance sheet date, an evaluation of the

recoverable amount of the net value of the goodwill is

made, and the respective impairment losses recognised

whenever the accounting value of goodwill exceeds

its recoverable amount. The goodwill value is not

amortised. The gain or loss on disposal of an entity

includes the accounting value of goodwill related to the

entity sold, unless the business to which that goodwill

is related is maintained generating benefits to the

Group. Impairment losses related to goodwill cannot be

reversed and are registered in the income statement for

the period, in the item “Impairment of non-depreciable/

amortisable investments (losses/reversals)”.

The differences between the acquisition cost of

investments in subsidiaries and associates, and the fair

value of the identifiable assets and liabilities (including

contingent liabilities) of these companies at the date of

their acquisition, if negative, are recognised as income

at the date of acquisition, after reassessment of the fair

value of the identifiable assets and liabilities.

The gain or loss on disposal of an entity includes the

accounting value of goodwill related to the entity sold,

unless the business to which that goodwill is related is

maintained generating benefits to the Group.

v. Translation of financial statements of foreign

subsidiaries

Assets and liabilities of foreign entities financial

statements included on the consolidation are translated

into euros using the exchange rates at the balance sheet

date and gains and losses using the average exchange

rates. The amount related to the exchange rate difference

is registered in the equity item “Other changes in equity”.

The goodwill value and fair value adjustments resulting

from the acquisition of foreign entities are treated as

assets and liabilities of that entity and converted to

euros according to the exchange rate in force at the

end of the period. Whenever a foreign company is sold,

accumulated exchange rate differences are recognised

in the income statement as a gain or loss on the disposal.

Report and Consolidated Accounts 2015

30 Notes to the Consolidated Financial Statements

b. INTANGIBLE ASSETS

The intangible assets, which essentially comprise

development rights and computer programmes, are

registered at acquisition cost, net of eventual impairment

losses and accumulated amortisation. These assets are

written down from the moment in which the underlying

assets are completed or in use, by the straight-line

method, for a period of 60 and 3 years, respectively.

The intangible assets are only recognised when it is

probable that they derive future economic benefits for

the Group, are controllable by the Group and that they

can be measured reliably.

The development costs for which the Group

demonstrates ability to complete their development

and start their marketing and/or use, and for which it

is probable that their created asset will generate future

economic benefits, are capitalised. The development

costs that do not meet these criteria are registered as

expense in the period in which they are incurred.

The gains or losses arising from the sale or write-off of

these assets are determined as the difference between

the sale price and the accounting net value at the date

of sale/write-off, and are registered by the net value

in the income statement, as “Other income” or “Other

expenses”.

c. PROPERTY, PLANT AND EQUIPMENT

The property, plant and equipment acquired up to

01 January 2009, are registered at their considered

cost, which corresponds to the acquisition cost or the

revaluated acquisition cost in accordance with the

generally accepted principles in Portugal until that date,

net of accumulated depreciation and impairment losses.

The property, plant and equipment acquired after

that date, are registered at acquisition cost, net of the

corresponding depreciation and accumulated impairment

losses.

Depreciations are calculated, after the beginning of use of

the goods, by the straight-line method, on an annual basis,

according to the following estimated useful lives:

Maintenance and repair costs, which do not increase the

useful life of these fixed assets are registered as expenses

in the period in which they occur. The cost of major repairs

and renovations are included in the accounting value of

the asset whenever it is expected that this would involve

additional future economic benefits.

Property, plant and equipment in progress represent

assets still in the construction phase or in transit, and are

registered at acquisition cost net of eventual impairment

losses. These assets are depreciated from the moment

they are in a state of use.

The gains or losses arising from the sale or write-off of

these assets are determined as the difference between the

sale price and the accounting net value at the date of sale/

write-off, and are registered by the net value in the income

statement, as “Other income” or “Other expenses”.

d. LEASES

Classification of leases as financial or operating is made

based on the substance and not on the form of the

contract. The lease agreements in which the Group acts

as lessee are classified as finance leases, if the risks and

rewards incident to ownership lie with the lessee, and

as operating leases, if the risks and rewards incident to

ownership do not lie with the lessee.

In accordance with the financial method, the cost of

the asset is registered as an asset, the corresponding

responsibility is registered as a liability, in the item

“Financing obtained”, and the interests included in

the value of rentals and the assets reintegration are

registered as costs in the financial statement for the

concerning period.

Operating lease instalments are recognised as expenses

on a straight-line basis over the rental period.

e. INTEGRATION OF BRANCHES

The accounting information of the branches where the

Group develops its activity, namely Angola, Mozambique,

Morocco, Botswana, Cape Verde, Senegal, Zambia,

Malawi and Gabon, is monthly integrated in accounting.

The balances and transactions occurred in the period

between the registered office and the branches are

eliminated.

When the functional currency of the branch is different

from the reporting currency of the Group, the process

of integration is performed through the translation

of the variations of assets and liabilities, income and

expenses at the exchange rate in force on the date of

each monthly integration. On the reporting date, the

exchange differences resulting from monetary assets

and liabilities are calculated, being registered as gains or

losses in the income statement.

In the accounting information of the branches are

mainly used accounting policies in force in Portugal.

To guarantee the uniformity of the accounting policies,

whenever the local legislation is different from the laws

in force in Portugal, the proper adjustments are made.

f. IMPAIRMENT OF NON-CURRENT ASSETS (EXCEPT

GOODWILL)

Whenever an event or change in circumstances are

identified that would indicate that the amount by

which the asset is registered cannot be recovered, an

assessment of impairment is performed with reference

at the end of each period.

Whenever the amount by which the asset is registered

is higher than its recoverable amount, an impairment

YEARS

Buildings and other constructions 10 – 25

Machinery and other equipment 3 – 16

Transport equipment 3 – 8

Office equipment 3 – 12

Other property, plant and equipment 3 – 10

Report and Consolidated Accounts 2015

Notes to the Consolidated Financial Statements 31

loss is recognised, registered as an expense in the item

“Impairment of depreciable assets”. The recoverable

amount is the highest between the assets' net selling

price and the use value. The net selling price is the

amount that would have been achieved with the disposal

of the asset in a transaction between independent

and knowledgeable entities, net of the costs directly

attributable to the disposal. The use value is the present

value of estimated future cash flows expected to arise

from the continuing use of the asset and from its disposal

at the end of its useful life. Recoverable amounts are

estimated for individual assets or, if this is not possible,

for the cash-generating unit to which the asset belongs.

After the recognition of an impairment loss, the expense

with the amortisation/depreciation of an asset is

adjusted in future periods to allocate the asset's revised

carrying amount, less its residual value (if any), on a

systematic basis over its remaining useful life.

The reversal of impairment loss recognised in previous

periods is registered when it is concluded that the

recognised impairment losses no longer exist or have

decreased. This assessment is made whenever it is

believed that impairment losses previously recognised

have been reversed. The reversal of impairment losses

is recognised as income in the income statement.

However, the reversal of the impairment loss is

performed up to the limit of the amount that would be

recognised (net of amortisation or depreciation), if the

impairment loss had not been registered in previous

periods.

g. COSTS OF FINANCING OBTAINED

Costs related to financing are recognised as an expense

on an accrual basis, even in cases where these costs are

directly attributable to the acquisition, construction or

production of an asset whose period of time to get ready

for its intended use is substantial, in which case it could

be capitalised until the moment in which all the activities

necessary to prepare the asset eligible for its use or sale

are complete.

h. INVENTORIES

Merchandise and raw, subsidiary and consumable

materials are stated at acquisition cost or at market

price, whichever is lower (using the average cost as a

costing method). Market price means the net realisable

value or the replacement cost.

Finished or semi-finished products, by-products and

products and works in progress are valued at production

cost (which includes the cost of raw materials, labour and

manufacturing overheads) or at the market price in case

this is lower. Market price means the net realisable value.

In cases where the market price is lower than the

acquisition cost, impairment losses are recognised.

i. FINANCIAL INSTRUMENTS

i. Investments

The investments on other companies are registered at

the acquisition cost or, in the case of loans granted, at

the nominal value. An assessment of these investments is

made whenever there are indications that the asset may

be impaired, with the impairment losses that are shown

to exist being registered as costs. Income obtained from

financial investments (dividends or profit distributed)

are registered in the income statement for the period in

which distribution is decided and announced.

ii. Debtors

Debtors are registered at their nominal value and

presented at the balance sheet net of eventual

impairment losses, recognised in the item “Impairment

of doubtful debts (losses/reversals)”, in order to reflect

their net realisable value.

Impairment losses are registered in the sequence of

events occurred, which objectively and quantifiably

indicate that the total or part of the outstanding

amount will not be received. For that, the Group takes

into consideration market information showing that the

client is insolvent along with historical data of overdue

and not paid amounts.

Recognised impairment losses correspond to the

difference between the carrying amount and the

present value of the estimated cash flows, discounted

at the original effective interest rate, which is null

whenever payment is expected to occur within less

than one year.

iii. Financing

Financing is registered as liabilities at their nominal

value net of transaction costs directly related to the

issuance of those liabilities. Financial expenses are

calculated based on the effective interest rate and are

registered in the income statement for the period on an

accruals basis.

iv. Trade creditors

Trade creditors and other creditors are registered at

their nominal value, as they do not bear interests.

v. Financial liabilities and equity instruments

Financial liabilities and equity instruments are classified

based upon their contractual substance, regardless of

the legal form they assume.

An instrument is classified as a financial liability when

there is a contractual obligation for its settlement to

be effected through the delivery of cash or another

financial asset, regardless of its legal form. Financial

liabilities are recognised initially at fair value net of

transaction costs incurred, and subsequently at written

off cost, using the effective interest rate method.

An instrument is classified as a equity instrument when

there is no contractual obligation for its settlement to

be effected through the delivery of cash or another

financial asset, regardless of its legal form, which

evidence a residual interest in the assets of an entity

after deducting all of its liabilities.

The costs directly attributable to the issuance of equity

instruments are recognised in equity as a deduction to

Report and Consolidated Accounts 2015

32 Notes to the Consolidated Financial Statements

the amount issued. Amounts paid or received related to

purchases or sales of equity instruments are registered

in equity, net of transaction costs.

The distributions made of an equity instrument are

deducted to equity as dividends, when declared.

vi. Own shares

Own shares are accounted at the acquisition cost as

an allowance to equity. Gains or losses arising from

disposal of own shares are registered in the item “Other

reserves”, not affecting the profit/loss of the period.

vii. Discounted bills and accounts receivable in

factoring

The Group derecognises financial assets in its financial

statements, only when the contractual rights to the cash

flows inherent to those assets have already expired, or

when the Group substantially transfers all the risks and

benefits inherent to the ownership of those assets to a

third entity. If the Group substantially retains the risks

and benefits inherent to the ownership of those assets, it

continues to recognise them in its financial statements,

by registering in liabilities, in the item “Financing

obtained”, the monetary consideration for the assets

transferred.

Consequently, clients' balances represented by

discounted bills that have not yet reached their maturity

date and accounts receivable in factoring as at the

balance sheet date, with the exception of operations

of “Factoring without resource”, are recognised in the

financial statements, in liabilities, until they are collected.

viii. Cash and cash equivalents

The amounts included in the item “Cash and cash

equivalents” correspond to cash flow, bank deposits,

term deposits and other treasury applications, which

mature in less than three months and are subject to

insignificant risk of change in value.

j. PROVISIONS, CONTINGENT LIABILITIES AND

CONTINGENT ASSETS

Provisions are recognised only when the Group has a

present obligation (legal or constructive) as result of

a past event, it is probable that a outflow of resources

will be required to settle the obligation, and a reliable

estimate can be made of that obligation. Provisions are

reviewed at each balance sheet date and are adjusted

to reflect the best estimate at that date. Provisions for

restructuring costs are recognised whenever a formal

and detailed restructuring plan exists and that plan has

been communicated to the parties involved.

Contingent liabilities are defined by the Group as:

(i) possible obligations arising from past events and whose

existence will only be confirmed by the occurrence, or

not, of one or more uncertain future events not under full

control of the Group, or

(ii) present obligations arising from past events, but

which are not recognised because it is unlikely that an

outflow of resources embodying economic benefits will

be required to settle the obligation or the amount of the

obligation cannot be measured with sufficient reliability.

Contingent assets usually arise from unplanned or other

unexpected events that give rise to the possibility of an

inflow of economic benefits to the Group. The Group

does not recognise the contingent assets in its financial

statements, but it only proceeds to its disclosure if it

considers that the economic benefits, which may result

from there to the Group, are likely. When the realisation

of income is virtually certain, then the related asset is

not a contingent asset and its recognition is appropriate.

k. ECONOMIC PERIODS

Income and expenses are registered in the period to

which they relate, regardless of the corresponding

payment or receipt, on an accruals basis. Differences

between the amounts received or paid and the

corresponding income and expenses are registered in

the items “Other accounts payable and receivable” or

“Deferrals”.

l. INCOME TAXES

The taxation registered in profit/loss include the effects

of current taxes and deferred taxes. The current tax is

determined in accordance with the tax rules in force of

each company included on consolidation, considering

the taxable profit.

Deferred taxes refer to the temporary differences

between the amounts of the assets and liabilities for

the purposes of accounting records and the respective

amounts for the purposes of taxation, as well as

those arising from the tax benefits obtained and the

temporary differences between the tax and accounting

results. The tax is recognised in the income statement,

except when related with items which are moved in

equity, a fact which implies their recognition in equity.

Deferred tax assets and liabilities are calculated and

periodically evaluated using the taxation rates, which

are expected to be in force on the date of reversal of

temporary differences.

Deferred taxes refer to temporary differences between

the accounting values of the assets and liabilities

and their tax base, using the tax rates approved or

substantially approved, at the balance sheet date, in

each jurisdiction and which are expected to be applied

when the temporary differences are reversed.

Deferred tax liabilities are recognised for all taxable

temporary differences (except for goodwill not

deductible for tax purposes), differences arising on

initial recognition of assets and liabilities that affect

neither accounting nor taxable profit and differences

relating to investments in subsidiaries to the extent that

they will probably not reverse in the foreseeable future.

Deferred taxes assets are recognised to the extent

when it is probable that future taxable profits will be

available to absorb deductible temporary differences

for tax purposes.

Deferred tax assets are registered only when there are

reasonable expectations of sufficient taxable profits

Report and Consolidated Accounts 2015

Notes to the Consolidated Financial Statements 33

for them to be used. Every year, a revaluation of the

temporary differences underlying to the deferred tax

assets is made, with the purpose of recognising or

adjust them according to the present expectation of

their future recovery.

m. NON-CURRENT ASSETS HELD FOR SALE

Non-current assets are classified as held for sale if

the balance sheet value is realisable through a sales

transaction, rather than through its continuing use. This

situation is only verified when: (i) the sale is probable

and the assets are available for immediate sale in the

present conditions; (ii) the management is committed

with a sales plan; and, (iii) it is expectable the sale

occurs within twelve months.

Non-current assets classified as held for sale are

measured at the lower value between the carrying

amount and fair value net of expectable expenses with

its sale.

n. GOVERNMENT AND OTHER PUBLIC ENTITIES

SUBSIDIES

Subsidies for personnel training programmes or

exploration subsidies are registered in the item “Grants

received as compensation for expenses” of the income

statement for the period in which these programmes

are carried out, independently of when they are

received, unless it becomes receivable in a later period,

in which it will be income for the period when it was

received.

Non-reimbursable subsidies related to the assets are

registered in the balance sheet as “Other changes

in equity” and recognised in the income statement

proportionally to the reintegrations of the subsidised

assets, in each period.

o. RETIREMENT COMPLEMENTS

CONDURIL – Engenharia, S.A. has assumed the

commitment of attributing a number of pecuniary

benefits to its employees at complementary title of

retirement pensions for old age or disability. To cover

those responsibilities, CONDURIL – Engenharia, S.A.

created a defined benefit Pension Fund in 1989, exclusive

to its employees, whose annual charges, determined

according to actuarial calculations, are registered in

accordance with the NCRF 28 - “Employee benefits”.

The actuarial responsibilities are calculated according to

the “Projected Unit Credit Method”, by using the actuarial

and financial assumptions considered appropriate.

p. REVENUE

The Group recognises the income of works, contract

by contract, in accordance with the NCRF 19 –

“Construction contracts” under the percentage of

completion method, which is understood as the relation

between costs incurred in each work until a certain date

and the sum of those costs with the costs estimated

for the work completion. The differences between the

values resulting from the application of the level of

completion to the estimated income and the invoiced

values are included in the items “Other accounts

receivable” and “Deferrals”.

Variations in works in the amount of revenue agreed in

the contract are recognised in the income for the period

when it is highly possible that the client will approve the

amount of revenue arising from the variation, and that

this can be reliably measured.

Claims for reimbursement of costs not included in the

contract price are included in contract revenue when

negotiations are at an advanced stage and it is probable

that the client will accept the claim, and that it will be

reliably measurable.

To meet the costs incurred during the warranty period

of the works, every year the Group recognises liabilities

to fulfil this legal obligation, which is calculated taking

into account the annual production volume and the

costs incurred in the past with works in warranty period.

When it is probable that total costs foreseen in the

construction contract will exceed its defined income,

the expected loss shall be immediately recognised in

the income statement for the period.

Dividends are recognised as gains in the income statement

for the period in which its attribution is decided.

q. EXPENSES WITH THE PREPARATION OF

PROPOSALS

The expenses made with the preparation of proposals for

several tenders are recognised in the income statement

for the period in which they are incurred.

r. OWN WORK CAPITALISED

Own work capitalised corresponds to construction and

improvement works carried out by any company of

the Group, as well as the major repairs of equipment

and include expenses with materials, direct labour and

general expenses.

Those expenses are object of capitalisation only when

fulfilled the following requirements:

• The assets developed are identifiable;

• There is a strong probability of the assets generating

future economic benefits; and

• They can be reliably measured.

s. SUBSEQUENT EVENTS

Events that occur after the balance sheet date

that provide evidence or additional information on

conditions existing at the balance sheet date (“adjusting

events”), are reflected in the consolidated financial

statements. Events after the balance sheet date that

provide information on conditions arising after the

balance sheet date (“non-adjusting events”), when

material, are disclosed in the notes to the consolidated

financial statements.

t. JUDGEMENTS AND ESTIMATES

For the preparation of the financial statements, the

Board of Directors of each company included on

consolidation has been based on best knowledge of

past and/or present events, considering assumptions

related to future events.

Report and Consolidated Accounts 2015

34 Notes to the Consolidated Financial Statements

Report and Consolidated Accounts 2015

The most significant accounting estimates reflected in the consolidated financial statements for the periods ending

on 31 December 2015 and 2014 include:

• Useful lives of tangible assets;

• Record of provisions and impairment losses;

• Recognition of revenue in works in progress;

• Recognition of the present value of responsibilities with retirement benefits; and

• Calculation of fair value of the financial instruments.

The estimates were determined based on the best information available at the preparation date of the financial

statements. However, situations may occur in subsequent periods that, being not foreseeable at the date, have no

impact on the estimates. Changes to the estimates that may occur after the date of the financial statements, will be

corrected in the income, using a prospective method, in accordance with NCRF 4.

3.2. Other relevant accounting policies

a. EARNINGS PER SHARE

Basic earnings per share are calculated by dividing the net profit attributable to the shareholders of the Company

by the weighted average number of ordinary shares in circulation during the period, excluding the number of own

shares held.

b. FOREIGN CURRENCY

All assets and liabilities expressed in foreign currency have been converted into the functional presentation currency,

using the exchange rates in force at the reporting date. Exchange gains and losses resulting from differences

between the exchange rates in force on the date of the transactions and those in force on the dates of collection,

payments or the balance sheet date are recognised as gains or losses in the income statement for the period.

Exchange differences related to accounts receivable/payable whose maturity is not defined, are registered in the

income statement for the period when those accounts receivable/payable are depreciated/disposed/liquidated.

Financial statements of participated companies and branches expressed in foreign currency are translated to

euros.

The exchange rates used to convert to euros were as follows:

3.3. Judgements on the application process of the accounting policies and which had greater impact in the

amounts recognised in the financial statements

In preparation of the consolidated financial statements according with NCRF (equivalent to GAAP), the Board of

Directors of each company included on consolidation uses estimates and assumptions that affect the application of

the policies and amounts referred. Estimates and judgements are continually evaluated and are based on historical

experience and other factors, including expectations of future events that are believed to be reasonable under the

circumstances on which the estimate was based, or as a result of new information or more experience.

3.4. Main assumptions concerning the future

The attached consolidated financial statements have been prepared bearing in mind the continuation of the Group's

operations, from the accounting books and records of the Group, maintained in accordance with the accounting

principles generally accepted in Portugal.

CURRENCYTRANSACTION

CURRENCY

2015 2014

31 DECEMBER

EXCHANGE RATE

31 DECEMBER

EXCHANGE RATE

American Dollar Euro 0.91853 n/a 0.8237 n/a

Moroccan Dirham Euro 0.09277 0.09245 0.0912 0.0897

Botswana Pulas Euro 0.08140 0.08871 0.0865 0.0843

Mozambican Metical Euro 0.02041 0.02335 0.0260 0.0246

Cape Verdean Escudo Euro 0.00907 0.00907 0.0091 0.0091

CFA Franc Euro 0.00152 0.00152 0.0015 0.0015

Zambian Kwacha Euro 0.08366 0.10314 0.1289 0.1223

Malawi Kwacha Euro 0.00138 0.00178 0.0017 0.0018

Angolan Kwanza Euro 0.00666 0.00738 0.0079 0.0076

South African Rand Euro 0.05880 n/a n/a n/a

Namibian Dollar Euro 0.05901 n/a n/a n/a

Notes to the Consolidated Financial Statements 35

Report and Consolidated Accounts 2015

Events that occur after the balance sheet date that affect the value of the existing assets and liabilities at the balance

sheet date are considered when preparing the financial statements for the period. Those events are disclosed in the

notes to the consolidated financial statements, if material.

3.5. Major sources of uncertainty

The present note makes reference to the major assumptions for the future adopted in the preparation of the attached

financial statements, which may involve a significant risk of material adjustments to the valuation of assets and liabilities

in the following financial period.

a. IMPAIRMENT OF ASSETS

The determination of the impairment of assets requires an estimate of the present value of the future cash flows

associated to those assets. In this calculation, the assumptions are adopted based on the historical experience of each

company included on consolidation, as well as on future expectations. The Group considers that there is a controlled

risk of these assumptions not taking place.

4. CASH FLOWS

4.1. Management's comment about the amount of significant balances of cash and cash equivalents, which are

not available for use

The balance amount of “Cash and cash equivalents” is fully available.

4.2. Breakdown of the amounts registered in “Cash and bank deposits”

The cash and bank deposits balance is the following:

31.12.2015 31.12.2014

Cash 103,587 74,148

Demand deposits 22,264,994 14,450,258

Term deposits 8,047,484 20,293,714

TOTAL CASH AND BANK DEPOSITS 30,416,066 34,818,120

36 Notes to the Consolidated Financial Statements

COUNTRY DIRECT % TOTAL %

BRANCHES:

Angola - - -

Mozambique - - -

Morocco - - -

Botswana - - -

Cape Verde - - -

Senegal - - -

Zambia - - -

Malawi - - -

Gabon - - -

SUBSIDIARIES:

Conduril – Gestão de Concessões de Infraestruturas, S.A. Portugal 100.00 100.00

Edirio – Construções, S.A. Portugal 100.00 100.00

Métis Engenharia, Lda. Angola 99.00 99.00

ENOP – Engenharia e Obras Públicas, Lda. Mozambique 85.47 85.47

Mabalane – Inertes, Lda. Mozambique 85.00 97.82

4M Properties, S.A. Mozambique 98.00 98.00

Urano, Lda. Angola 99.00 99.00

Conduril Engenharia – Açores, S.A. Portugal 100.00 100.00

JOINTLY CONTROLLED ENTITIES:

Edifer / RRC / Conduril, ACE Portugal 33.33 33.33

Groupement Adriano, Jaime Ribeiro, Conduril – Construção, ACE Morocco 33.33 33.33

Groupement CJA / Lot 3 – Construção ACE Morocco 33.33 33.33

Groupement Túnel de Nador, Construção ACE Morocco 50.00 50.00

Edifer, Dragados, Tecnovia, Conduril – Rodovias do Algarve Litoral, ACE Portugal 17.86 17.86

Edifer, Dragados, Tecnovia, Conduril – Rodovias do Baixo Alentejo, ACE Portugal 17.86 17.86

UTE Alcántara – Garrovillas Spain 15.00 15.00

OTHER PARTICIPATIONS:

Rotas do Algarve Litoral, S.A. Portugal 11.00 13.00

SPER – Sociedade Portuguesa para a Construção e Exploração Rodoviária, S.A. Portugal 11.26 11.26

Planestrada – Operação e Manutenção Rodoviária, S.A. Portugal 10.00 10.00

Marestrada – Operação e Manutenção Rodoviária, S.A. Portugal 10.00 10.00

KEY MANAGEMENT PERSONNEL:

Board of Directors:

António Luís Amorim Martins (President) - Chairman

Maria Benedita Andrade de Amorim Martins (President of the Executive Committee) – CEO

Maria Luísa Andrade Amorim Martins Mendes (Vice-President of the Executive Committee)

Álvaro Duarte Neves Vaz

António Baraças Andrade Miragaia

António Emanuel Lemos Catarino

Carlos António Soares de Noronha Dias

Ricardo Nuno Araújo Abreu Vaz Guimarães

OTHER RELATED PARTIES:

Geonorte – Geotecnia e Fundações Especiais, Lda. Portugal - -

Sociedade Agrícola da Quinta do Javali, Lda. Portugal - -

5. RELATED PARTIES5.1. Remunerations of the key management personnel

a. Total remunerations: 1,324,083 euros (2014: 1,201,588 euros).

5.2. Transactions between related parties

a. Nature of the related party relationship:

Report and Consolidated Accounts 2015

Notes to the Consolidated Financial Statements 37

b. Transactions and outstanding balances:

In the course of the present period, the Group presented the following transactions and balances in what concerns the

related entities:

As at 31 December 2015:

RELATED PARTIESOUTSTANDING

BALANCES ASSETS

OUTSTANDING BALANCES LIABILITIES

PROVISIONS

ENTITIES WITH JOINT CONTROL OR SIGNIFICANT INFLUENCE:

Groupement CJA / Lot 3 – Construção ACE 808,096 - -

808,096 - -

OTHER PARTICIPATIONS:

Rotas do Algarve Litoral, S.A. 11,396,123 - -

SPER – Soc. Portuguesa para a Construção e Exploração Rodoviária, S.A. 17,408,514 - -

28,804,637 - -

OTHER RELATED PARTIES:

Geonorte – Geotecnia e Fundações Especiais, Lda. 973,938 53,122 -

973,938 53,122 -

RELATED PARTIES RECOGNISED EXPENSES

OTHER RELATED PARTIES:

Geonorte – Geotecnia e Fundações Especiais, Lda. 22,383 105,937

Geonorte – Geotecnia e Fundações Especiais, Lda. – Sucursal Angola 271,388 32,461

293,770 138,398

As at 31 December 2014:

RELATED PARTIESOUTSTANDING

BALANCESASSETS

OUTSTANDING BALANCES LIABILITIES

PROVISIONS

ENTITIES WITH JOINT CONTROL OR SIGNIFICANT INFLUENCE:

Groupement CJA / Lot 3 - Construção ACE 811,429 - -

811,429 - -

OTHER PARTICIPATIONS:

Rotas do Algarve Litoral, S.A. 7,501,936 - -

SPER – Soc. Portuguesa para a Construção e Exploração Rodoviária, S.A. 6,181,775 - -

13,683,711 - -

OTHER RELATED PARTIES:

Geonorte – Geotecnia e Fundações Especiais, Lda. 477,385 221,892 -

477,385 221,892 -

RELATED PARTIES RECOGNISED EXPENSES

OTHER RELATED PARTIES:

Geonorte – Geotecnia e Fundações Especiais, Lda. 475,032 1,545,014

475,032 1,545,014

6. INTANGIBLE ASSETS6.1. Disclosure for each class of intangible assets, distinguishing between internally generated intangible

assets and other intangible assets

a. Depreciations for the period are calculated taking into account the following average useful lives and amortisation

rate:

INTANGIBLE ASSETS – OTHERS USEFUL LIFE AMORTISATION RATE

Computer programmes 3 33.33%

Development rights 60 1.66%

Other intangible assets 3 33.33%

Report and Consolidated Accounts 2015

38 Notes to the Consolidated Financial Statements

b. Elements of intangible assets are depreciated by straight-line method, based on the amortisation rates in

accordance with the Implementing Decree (Decreto Regulamentar) no. 25/2009, of 14 September.

c. The intangible assets are the following:

INTANGIBLE ASSETS – OTHERS

31.12.2015 31.12.2014

GROSS ASSETSAMORTISATIONS AND IMPAIRMENT LOSSES

GROSS ASSETSAMORTISATIONS AND IMPAIRMENT LOSSES

Computer programmes 96,357 68,728 85,741 58,322

Industrial property 48,446 1,325 47,827 706

Development rights 2,368,775 517,603 - -

Other intangible assets 2,007 1,727 2,007 1,727

TOTAL 2,515,585 589,383 135,575 60,755

d. The value of amortisations related to intangible assets included in the item “Depreciation and amortisation

expenses/reversals” of the income statement is the following:

AMORTISATIONS FOR THE PERIOD – OTHERS 31.12.2015 31.12.2014

Computer programmes 9,136 6,961

Industrial property 64 -

Development rights 39,518 -

Other intangible assets - 178

TOTAL 48,718 7,139

e. The movements in the item “Intangible assets” during 2015 and 2014 are the following:

2015

GOODWILLDEVELOPMENT

RIGHTSSOFTWARE

INDUSTRIALPROPERTY

OTHER INTANGIBLE

ASSETSTOTAL

GROSS ASSETS:

Balance as at 31.12.2014 - - 85,742 47,827 2,007 135,576

Change of % held - - 1,197 555 - 1,752

Additions - - 9,382 64 - 9,446

Transfers and write-offs - 2,368,775 - - - 2,368,775

Balance as at 31.12.2015 - 2,368,775 96,321 48,446 2,007 2,515,549

ACCUMULATED AMORTISATION:

Balance as at 31.12.2014 - - 58,322 706 1,728 60,756

Change of % held - - 1,234 555 - 1,789

Additions - 39,518 9,136 64 - 48,718

Transfers and write-offs - 478,084 - - - 478,084

Balance as at 31.12.2015 - 517,602 68,692 1,325 1,728 589,347

NET VALUE - 1,851,173 27,629 47,121 279 1,926,202

2014

GOODWILLDEVELOPMENT

PROJECTSSOFTWARE

INDUSTRIALPROPERTY

OTHER INTANGIBLE

ASSETSTOTAL

GROSS ASSETS:

Balance as at 31.12.2013 - - 59,711 47,827 2,007 109,545

Additions - - 28,593 - - 28,593

Transfers and write-offs - - (2,562) - - (2,562)

Balance as at 31.12.2014 - - 85,742 47,827 2,007 135,576

ACCUMULATED AMORTISATION:

Balance as at 31.12.2013 - - 53,699 706 1,550 55,955

Additions - - 6,961 - 178 7,139

Transfers and write-offs - - (2,338) - - (2,338)

Balance as at 31.12.2014 - - 58,322 706 1,728 60,756

NET VALUE - - 27,420 47,121 279 74,820

Report and Consolidated Accounts 2015

Notes to the Consolidated Financial Statements 39

7. TANGIBLE ASSETS7.1. Disclosure on property, plant and equipment

a. Measurement bases:

Tangible assets are valued according to the cost model, to which an item of property, plant and equipment shall be

carried at its cost less any accumulated depreciation and any accumulated impairment losses.

b. Depreciation method used:

The Group amortises its property, plant and equipment goods according to the straight-line method. In accordance

to this method, depreciation is constant during the useful life of the assets if its residual value does not change.

c. Useful lives and depreciation rates used:

Depreciations for the period are calculated taking into account the following average useful lives and amortisation rate:

TANGIBLE ASSETS USEFUL LIFE AMORTISATION RATE

Land and natural resources - -

Buildings and other constructions 10 – 25 4% – 10%

Machinery and other equipment 3 – 16 6.25% – 33.33%

Transport equipment 3 – 8 12.50% – 33.33%

Office equipment 3 – 12 8.33% – 33.33%

Other property, plant and equipment 3 – 10 10% – 33.33%

2015

LAND AND NATURAL

RESOURCES

BUILDINGS AND OTHER

CONSTRUCTIONS

MACHINERY AND OTHER EQUIPMENT

TRANSPORT EQUIPMENT

OFFICE EQUIPMENT

OTHER PROPERTY, PLANT AND EQUIPMENT

INVESTMENTS IN PROGRESS

TOTAL

GROSS ASSETS:

Balance as at 31.12.2014 8,859,001 29,825,130 74,987,102 31,447,577 2,216,172 1,387,625 3,402,362 152,124,969

Change of % held - 4,408 4,049 - 7,202 1,464 - 17,123

Additions - 243,918 5,030,565 2,907,959 116,480 657,107 13,117,593 22,073,622

Disposals - - (734,413) (729,267) (29,326) (7,543) - (1,500,549)

Other variations (24,185) (1,160,722) (1,423,252) (276,637) (70,816) (27,260) (19,841) (3,002,713)

Transfers and write-offs (2,368,776) - 4,041,004 (3,145,089) (3,784) - (4,109,566) (5,586,211)

Balance as at 31.12.2015 6,466,040 28,912,734 81,905,055 30,204,543 2,235,928 2,011,393 12,390,548 164,126,241

ACCUMULATED DEPRECIATION:

Balance as at 31.12.2014 - 16,636,311 57,894,892 19,898,121 1,654,485 402,405 - 96,486,214

Change of % held - 2,261 2,608 - 6,386 1,166 - 12,421

Additions - 1,199,175 6,025,384 3,808,555 136,457 305,887 - 11,475,458

Disposals - - (225,877) (577,763) (7,478) (1,320) - (812,438)

Other variations - (453,544) (1,284,796) (279,656) (52,141) (23,181) - (2,093,319)

Transfers and write-offs - 2,186 153,751 (1,666,012) - - - (1,510,075)

Balance as at 31.12.2015 - 17,386,389 62,565,962 21,183,245 1,737,709 684,956 - 103,558,261

NET VALUE 6,466,040 11,526,345 19,339,093 9,021,298 498,219 1,326,437 12,390,548 60,567,980

d. / e. Reconciliation of the carrying amount at the beginning and end of the period

2014

LAND AND NATURAL

RESOURCES

BUILDINGS AND OTHER

CONSTRUCTIONS

MACHINERY AND OTHER EQUIPMENT

TRANSPORT EQUIPMENT

OFFICE EQUIPMENT

OTHER PROPERTY, PLANT AND EQUIPMENT

INVESTMENTS IN PROGRESS

TOTAL

GROSS ASSETS:

Balance as at 31.12.2013 8,849,851 27,347,639 62,753,899 25,285,111 1,975,642 550,521 5,188,237 131,950,900

Additions 304,746 1,584,220 4,777,538 6,877,699 331,660 858,852 6,910,277 21,644,992

Disposals (306,820) - (873,171) (521,544) (1,174) (26,565) - (1,729,274)

Other variations 11,224 378,776 501,661 91,648 19,603 7,271 9,803 1,019,986

Transfers and write-offs - 514,495 7,827,175 (285,337) (109,559) (2,454) (8,705,955) (761,635)

Balance as at 31.12.2014 8,859,001 29,825,130 74,987,102 31,447,577 2,216,172 1,387,625 3,402,362 152,124,969

ACCUMULATED DEPRECIATION:

Balance as at 31.12.2013 - 15,611,768 52,145,453 16,737,485 1,501,583 216,765 - 86,213,054

Additions - 1,063,938 4,897,457 3,652,012 130,323 99,254 - 9,842,984

Disposals - - (599,450) (223,667) (1,174) (4,507) - (828,798)

Other variations - 170,838 486,020 88,516 15,501 6,610 - 767,485

Transfers and write-offs - (210,233) 965,412 (356,225) 8,252 84,283 - 491,490

Balance as at 31.12.2014 - 16,636,311 57,894,892 19,898,121 1,654,485 402,405 - 96,486,214

NET VALUE 8,859,001 13,188,819 17,092,210 11,549,456 561,687 985,220 3,402,362 55,638,755

Report and Consolidated Accounts 2015

40 Notes to the Consolidated Financial Statements

TANGIBLE ASSETSEXPENDITURES RECOGNISEDDURING CONSTRUCTION 2015

EXPENDITURES RECOGNISEDDURING CONSTRUCTION 2014

Land and natural resources - -

Buildings and other constructions 3,388,061 630,117

Machinery and other equipment 9,729,532 6,280,160

Transport equipment - -

Other property, plant and equipment - -

TOTAL 13,117,593 6,910,277

7.2. Amount of expenditures recognised in the carrying amount of fixed assets during its construction

7.3. Depreciation recognised in the profit/loss or as part of other assets costs during the period

TANGIBLE ASSETSDEPRECIATION RECOGNISED

IN PROFIT/LOSSDEPRECIATION RECOGNISED AS PART OF OTHER ASSETS COSTS

TOTAL

Land and natural resources - - -

Buildings and other constructions 1,199,175 - 1,199,175

Machinery and other equipment 6,025,384 - 6,025,384

Transport equipment 3,808,555 - 3,808,555

Office equipment 136,457 - 136,457

Other property, plant and equipment 305,887 - 305,887

TOTAL 11,475,458 - 11,475,458

7.4. Accumulated depreciation at the end of the period

ACCUMULATEDDEPRECIATION

31.12.2015 31.12.2014

Land and natural resources - -

Buildings and other constructions 17,386,389 16,636,311

Machinery and other equipment 62,565,962 57,894,892

Transport equipment 21,183,245 19,898,121

Office equipment 1,737,709 1,654,485

Other property, plant and equipment 684,956 402,405

TOTAL 103,558,261 96,486,214

7.5. Items of fixed assets in progress

The most significant values included in the item

“Investments in progress”, as at 31 December 2015 and

31 December 2014, refer to the following projects:

31.12.2015 31.12.2014

Buildings and other constructions 5,296,759 1,562,568

Equipment 7,005,880 1,839,794

Other assets 87,909 -

TOTAL 12,390,548 3,402,362

8. LEASES8.1. Finance leases - Lessees:

a. Net carrying amount for each asset category at 31 December 2015 and 31 December 2014:

31.12.2015 31.12.2014

Machinery and other equipment 2,098,493 3,779,093

Transport equipment 1,537,071 1,400,087

TOTAL 3,635,564 5,179,179

b. Reconciliation between the total of the future lease minimum payments at 31 December 2015 and 31 December

2014 and its present value:

31.12.2015 31.12.2014

Minimum payments up to 1 year 1,193,861 2,601,724

Minimum payments for more than 1 year and no more than 5 years 76,058 1,270,274

Minimum payments for more than 5 years - -

TOTAL MINIMUM PAYMENTS 1,269,919 3,871,997

Future interest payments 53,826 434,545

PRESENT VALUE OF RESPONSIBILITIES 1,216,093 3,437,452

Report and Consolidated Accounts 2015

Notes to the Consolidated Financial Statements 41

c. Total of the future lease minimum payments at the balance sheet date and its present value:

MINIMUM PAYMENTS PRESENT VALUE

31.12.2015 31.12.2014 31.12.2015 31.12.2014

No more than 1 year 1,193,861 2,601,724 1,140,973 2,235,581

More than 1 year and no more than 5 years 76,058 1,270,274 75,120 1,201,871

More than 5 years - - - -

TOTAL 1,269,919 3,871,997 1,216,093 3,437,452

9. INTERESTS IN JOINT VENTURES AND INVESTMENTS IN SUBSIDIARIES9.1. Joint ventures

a. List and description of the interests in significant joint ventures:

DESCRIPTION TYPE OF PROJECT OTHER PARTICIPANTS

Edifer / RRC / Conduril, ACE Jointly controlled entity Edifer and RRC

Groupement Adriano, Jaime Ribeiro, Conduril – Construção, ACE Jointly controlled entity MonteAdriano and Jaime Ribeiro e Filhos

Groupement CJA / Lot 3 – Construção ACE Jointly controlled entity MonteAdriano and Jaime Ribeiro e Filhos

Groupement Túnel de Nador, Construção ACE Jointly controlled entity Jaime Ribeiro e Filhos

Rodovias do Algarve Litoral, ACE Jointly controlled entity Edifer, Dragados and Tecnovia

Rodovias do Baixo Alentejo, ACE Jointly controlled entity Edifer, Dragados and Tecnovia

b. Proportion of ownership interest held and data about the entities:

COMPANY PROPORTION OF THE INTEREST HELD CONSOLIDATION METHOD

Edifer / RRC / Conduril, ACE 33.33% Proportionate method

Groupement Adriano, Jaime Ribeiro, Conduril Construção – ACE 33.33% Proportionate method

Groupement CJA / Lot 3 – Construção ACE 33.33% Cost

Groupement Túnel de Nador, Construção ACE 50% Proportionate method

Rodovias do Algarve Litoral, ACE 10% Proportionate method

Rodovias do Baixo Alentejo, ACE 10% Proportionate method

At the preparation date of the financial statements, the financial statements of the group Groupement CJA / Lot

3 – Construção ACE were not available.

c. Method used in the recognition of interests in joint ventures:

The interests in jointly controlled companies were recognised in the consolidated financial statements by the

proportionate consolidation method, from the date in which the control is shared until the date it effectively ends.

According to this method, the assets, liabilities, losses and gains of these companies have been included in the

consolidated financial statements, on a line-by-line basis, in proportion to the Group's participation in the companies.

9.2. Subsidiaries

a. List and description of the subsidiaries:

DESCRIPTION CONSOLIDATION METHOD

Conduril – Gestão de Concessões de Infraestruturas, S.A. Full consolidation

Edirio – Construções, S.A. Full consolidation

Métis Engenharia, Lda. Full consolidation

ENOP – Engenharia e Obras Públicas, Lda. Full consolidation

Mabalane – Inertes, Lda. Full consolidation

4M Properties, S.A. Full consolidation

Urano, Lda. Full consolidation

Conduril Engenharia – Açores, S.A. Full consolidation

Report and Consolidated Accounts 2015

42 Notes to the Consolidated Financial Statements

9.3. Details of other financial investments

OTHER PARTICIPATIONS REGISTERED AT THE COST 31.12.2015 31.12.2014

Rotas do Algarve Litoral, S.A. 130,000 130,000

SPER, S.A. 149,500 149,500

Planestrada - Op. Manut. Rod., S.A. 5,000 5,000

Marestrada - Op. Man. Rod., S.A. 5,000 5,000

Norgarante 10,000 10,000

BAI - Banco Africano Investimento 341,375 341,375

Lusitânia Seguros 76,815 76,815

SDMH - Soc. Desenvolvimento Mini-Hídricas 1,400 1,400

Other 6,731 7,990

TOTAL 725,821 727,080

Related to these participations, in the item “Other financial assets” are registered the following amounts concerned

to financing granted:

COMPANYLOANS GRANTED

2015 2014

UTE Alcántara-Garrovillas - -

SPER, S.A. 20,332,371 6,181,775

Rotas do Algarve Litoral, S.A. 13,473,348 7,501,935

SDMH - Soc. Desenvolvimento Mini-Hídricas 23,800 23,800

TOTAL 33,829,519 13,707,510

10. INVENTORIES10.1. Accounting policies adopted in the measurement of inventories and cost formula used

Inventories are valued by cost or net realisable value, if this is lower. Cost includes purchase costs, conversion expenses

and other expenses incurred in bringing the inventories to their present condition. The purchase costs comprise the

purchase price, import duties and other taxes, transport expenses, handling, trade discounts, rebates and other similar

items. The conversion costs include expenses directly related to units of production, such as direct labour. They also

include a systematic allocation of fixed and variable production overheads that are incurred in finished goods. The

allocation of fixed production overheads is based on the normal capacity of the production facilities.

The Group values its inventories by the weighted average cost formula, which assumes that the cost of each item is

determined from the weighted average of the cost of similar items at the beginning of a period and the cost of similar

items purchased or produced during the period.

10.2. Total carrying amount of inventories and carrying amount in appropriate classifications

The carrying amount of inventories is the following:

INVENTORIES 31.12.2015 31.12.2014

Raw, subsidiary and consumable materials 12,935,571 14,258,430

Goods 13,642 90,806

Finished and semi-finished products 650,224 513,310

Products and work in progress 439,883 439,883

14,039,320 15,302,429

Impairment losses (1,372,753) (1,537,150)

TOTAL 12,666,567 13,765,279

10.3. Amount of inventories recognised as an expense during the period

The amount of inventories recognised as an expense during the period was the following:

Report and Consolidated Accounts 2015

Notes to the Consolidated Financial Statements 43

GOODSRAW, SUBSIDIARY AND

CONSUMABLE MATERIALS

31.12.2015 31.12.2014 31.12.2015 31.12.2014

Initial inventory 90,806 110,507 12,721,280 10,838,307

Impairment losses in stocks - - 164,397 428,395

Purchases - - 48,838,473 51,520,313

Inventories adjustments and reclassification (77,164) (19,701) (1,116,956) 648,861

Ending inventory (13,642) (90,806) (11,834,423) (12,721,280)

EXPENSES IN THE PERIOD - - 48,772,771 50,714,596

FINISHED AND SEMI-FINISHED PRODUCTS PRODUCTS AND WORK IN PROGRESS

31.12.2015 31.12.2014 31.12.2015 31.12.2014

Initial inventory (513,310) (718,886) (439,883) (589,207)

Inventories adjustments and reclassification (26,734) (157,331) - 149,324

Accumulated impairment losses - - - -

Ending inventory 676,249 513,310 439,883 439,883

VARIATION OF INVENTORIES IN PRODUCTION 136,205 (362,907) - -

10.4. Amount of impairment losses in inventories recognised in the result of the period

The value of impairment losses recognised in the result of the period was the following:

IMPAIRMENT LOSSES IN INVENTORIES 31.12.2015 31.12.2014

Goods - -

Raw, subsidiary and consumable materials (87,606) (10,243)

Finished and semi-finished products - -

Products and work in progress - -

TOTAL (87,606) (10,243)

10.5. Movement during the period of impairment losses in inventories

RAW, SUBSIDIARY AND CONSUMABLE MATERIALS

Accumulated impairment losses on 31.12.2014 1,537,150

Increases 87,606

Reversal (49,051)

Utilisations -

Exchange variations (202,952)

ACCUMULATED IMPAIRMENT LOSSES ON 31.12.2015 1,372,753

REVERSAL OF IMPAIRMENT IN INVENTORIES 31.12.2015 31.12.2014

Goods - -

Raw, subsidiary and consumable materials 49,051 554,224

Finished and semi-finished products - -

Products and work in progress - -

TOTAL 49,051 554,224

IMPACT IN THE PERIOD (38,555) 543,981

RAW, SUBSIDIARY AND CONSUMABLE MATERIALS

Accumulated impairment losses on 31.12.2013 1,965,545

Increases 10,243

Reversal (554,223)

Utilisations (309)

Exchange variations 115,894

ACCUMULATED IMPAIRMENT LOSSES ON 31.12.2014 1,537,150

Report and Consolidated Accounts 2015

44 Notes to the Consolidated Financial Statements

11. CONSTRUCTION CONTRACTS11.1. Amount of contract revenue recognised as revenue in the period

The revenue of each construction contract includes the initial amount of revenue agreed, as well as variations in works,

claims and incentive payments to the extent that it is probable that will result in revenue and are capable of being

reliably measured. As at 31 December 2015 and 2014, the amount of revenue recognised as revenue in the period was

the following:

WORK/CONTRACT REVENUE IN THE PERIOD 2015 REVENUE IN THE PERIOD 2014

Construction contracts 194,185,618 203,656,151

TOTAL 194,185,618 203,656,151

11.2. Methods used to determine the contract revenue recognised in the period

The recognition of revenue in the period is made according to the percentage of completion method. Under this

method, revenue is matched with the contract costs incurred when reaching the stage of completion. Contract

revenue is recognised as revenue in the income statement in the accounting periods in which the work is performed.

In the cases the outcome of the contracts cannot be estimated reliably, revenue shall be recognised only to the

extent of contract costs incurred that it is probable will be recoverable.

11.3. Methods used to determine the stage of completion of ongoing contracts

In order to determine the stage of completion of a contract, it is used the method that most reliably measures the

work performed. Depending on the nature of the contract, the method used to determine the stage of completion

can vary as follows:

• The proportion that contract costs incurred for work performed to date bear to the estimated total contract

costs;

• Survey of the work performed;

• Completion of a physical proportion of the work performed.

11.4. Information related to the ongoing construction contracts

2015 EXPENSES INCURRED RECOGNISED INCOMEADVANCESRECEIVED

RETENTION

Ongoing contracts 478,256,207 582,159,677 17,529,042 6,180,367

TOTAL 478,256,207 582,159,677 17,529,042 6,180,367

2014 EXPENSES INCURRED RECOGNISED INCOMEADVANCESRECEIVED

RETENTION

Ongoing contracts 462,566,446 622,496,450 22,472,890 7,257,816

TOTAL 462,566,446 622,496,450 22,472,890 7,257,816

12. REVENUE12.1. Accounting policies adopted for the recognition of revenue, including the methods adopted to

determine the stage of completion of transactions involving the provision of services

The Group recognises revenue according to the following criteria:

a. Sales – are recognised in the income statement when the risks and benefits inherent to the ownership have been

transferred to the buyer, when there is not a continued management involvement to a degree usually associated

with ownership, when the amount of revenue can be reasonably measured, when it is probable that the economic

benefits associated with the transaction will flow to the entity, and when the expenses incurred or to be incurred

with the transaction can be reliably measured.

b. Provision of services – are recognised in the income statement with reference to the stage of completion of the

provision of services at the balance sheet date.

c. Interest – is recognised using the effective interest method.

Report and Consolidated Accounts 2015

Notes to the Consolidated Financial Statements 45

d. Dividends – are recognised from the moment in which is established the shareholder's right of receiving the

payment.

12.2. Amount of each significant category of revenue recognised during the period, including the revenue

from:

31.12.2015 31.12.2014

Sales of goods 2,293,347 5,670,202

Provision of services 193,879,312 203,145,200

Interest 5,111,917 3,925,251

Royalties - 4,372

Dividends 60,340 56,705

TOTAL 201,344,916 212,801,730

13. PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS13.1. Provisions

The Group recognises a provision when, cumulatively, there is a present obligation as a result of a past event; it is

likely that an outflow of resources embodying economic benefits will be required to settle the obligation; and a

reliable estimate can be made of the amount of the obligation.

During the period ending on 31 December 2015, the movements relating to provisions occurred were the following:

PROVISIONSOPENING BALANCE

INCREASES RECLASSIFICATIONEXCHANGE VARIATION

REVERSALCLOSING BALANCE

Guarantees to clients 1,159,296 667,040 70,550 - (42,574) 1,854,312

Ongoing court proceedings 166,650 - - - - 166,650

Other provisions 7,582,892 843,443 (777,603) (35,850) (7,088,338) 524,544

TOTAL 8,908,838 1,510,483 (707,053) (35,850) (7,130,912) 2,545,506

14. THE EFFECTS OF CHANGES IN FOREIGN EXCHANGE RATES14.1. Exchange differences recognised in profit/loss

31.12.2015 31.12.2014

EXCHANGE LOSSES

Other expenses 21,478,020 11,968,879

TOTAL 21,478,020 11,968,879

EXCHANGE GAINS

Other income 28,872,511 28,173,611

TOTAL 28,872,511 28,173,611

PROVISIONSOPENING BALANCE

INCREASES RECLASSIFICATIONEXCHANGE VARIATION

REVERSALCLOSING BALANCE

Guarantees to clients 1,093,835 264,465 (19,786) - (179,217) 1,159,296

Ongoing court proceedings 166,650 - - - - 166,650

Other provisions 2,196,652 6,020,095 913,958 17,951 (1,565,764) 7,582,892

TOTAL 3,457,137 6,284,560 894,171 17,951 (1,744,981) 8,908,838

During the period ending on 31 December 2014, the movements relating to provisions occurred were the following:

Report and Consolidated Accounts 2015

46 Notes to the Consolidated Financial Statements

15. EVENTS AFTER THE BALANCE SHEET DATE15.1. Disclosure updating about the conditions at the balance sheet date

Between the balance sheet date and the issuance of the consolidated financial statements, no information on

the conditions that existed at the balance sheet date were received, so no adjustments in amounts recognised

in the present financial statements were made.

These consolidated financial statements were approved by the Board of Directors, in the meeting of 18 February

2016. The Board of Directors believes that these financial statements are a true and proper representation of

the operations of the companies belonging to the Group, as well as their financial position and performance

and cash flows.

16. ENVIRONMENTAL ISSUES16.1. Description of the measurement bases adopted, as well as the methods used in the calculation of value

adjustments

From its activity, the Group has a legal or contractual responsibility to prevent, reduce or repair environmental

damage. To fulfil this obligation, the Group incurred in expenses that amounted to 36,000 euros (in 2014, they

amounted to 52,000 euros) for the period ended on 31 December 2015.

To measure the environmental expenses incurred, the Group recognises the expenses effectively made in the

period.

16.2. Environmental expenses allocated to profit/loss

All environmental expenses should be considered in profit/loss if they were expenses incurred in that period, i.e.,

if they do not aim to prevent future damage or provide future benefits.

Therefore, environmental expenses allocated to profit/loss refer to past or present activities, or restoration of

environmental conditions in the state in which they were before contamination.

AMOUNT ALLOCATED TO PROFIT/LOSS

Waste treatment 36,000

Wastewater treatment -

TOTAL 36,000

14.2. Net exchange differences classified in a separate component of equity

EXCHANGE DIFFERENCES IN EQUITY

Balance as at 31.12.2014 1,930,826

Increases 632,625

Adjustments (20,074)

Write-offs (4,949,797)

BALANCE AS AT 31.12.2015 (2,406,420)

EXCHANGE DIFFERENCES IN EQUITY

Balance as at 31.12.2013 822,236

Increases 1,389,304

Write-offs (280,714)

BALANCE AS AT 31.12.2014 1,930,826

Report and Consolidated Accounts 2015

Notes to the Consolidated Financial Statements 47

17. INCOME TAXES17.1. Main components of tax expense and income

31.12.2015 31.12.2014

CURRENT TAX AND ADJUSTMENTS:

Current tax for the period 3,724,569 15,853,512

3,724,569 15,853,512

DEFERRED TAXES:

Deferred taxes related to temporary differences (71,914) 170,512

(71,914) 170,512

INCOME TAXES EXPENSE 3,652,655 16,024,024

Current tax and deferred tax shall be charged or credited directly to equity if the tax relates to items that are

credited or charged, in the same or a different period, directly to equity.

During the period ended on 31 December 2015 and 31 December 2014, no debits/credits were made directly to

equity related to the deferred taxes.

17.2. Relation between tax expense/income and accounting profit

RECONCILIATION OF THE EFFECTIVE TAX RATE 31.12.2015 31.12.2014

Income before taxation 9,808,041 45,531,165

Income taxes expense 3,652,655 16,024,024

Effective tax rate 37.24% 35.19%

Nominal tax rate (21% in Portugal and 30% in Angola, in 2015, 23% in Portugal and 30%in Angola, in 2014)

3,346,684 10,472,168

ADJUSTMENTS:

Differentiated rates of taxation 207,739 612,356

Expenses not accepted as tax cost 409,106 102,171

Provisions not accepted as expense 370,077 1,278,834

Reversal of untaxed provisions (1,242,748) -

Tax refund (1,686,555) -

Other untaxed income (79,731) -

Tax losses for the period 1,959,224 123,751

Autonomous taxation 487,604 556,989

Derrama (municipal tax) - 2,845,796

Deferred taxes from previous financial years (71,914) 170,512

Others (46,831) (138,553)

305,971 5,551,856

INCOME TAXES EXPENSE 3,652,655 16,024,024

The amount related to “Differentiated rates of taxation” results, essentially, from the Gabon branch (2015) and the

Angola branch (2014) being subject to taxation at a rate of 30%.

With reference to the period ending on 31 December 2015, in accordance with article 54-A of the Portuguese IRC

Code, the Company opted for the non-inclusion of the taxable profit allocated to the Angola branch.

17.3. Deferred taxes

As at 31 December 2015, deferred tax assets and liabilities are the following:

DEFERRED TAX ASSETSOPENING BALANCE

OTHER VARIATIONS INCREASES REVERSALCLOSING BALANCE

Warranty of works 20,197 14,907 13,385 - 48,489

Application of percentage of completion 80,238 63,957 - (143,306) 889

Tax losses 49,447 - - (49,447) -

Others - 77 12,548 - 12,625

TOTAL 149,882 78,941 25,933 (192,753) 62,003

Report and Consolidated Accounts 2015

48 Notes to the Consolidated Financial Statements

18. FINANCIAL INSTRUMENTS18.1. Measurement bases

It is the Group's policy to recognise an asset, a financial liability and an equity instrument only when it becomes a

part of the contractual provisions of the instrument.

The Group measures, at cost or written off cost less impairment loss, the financial instruments that have a defined

maturity, which the returns have a fixed amount, with a fixed interest rate during the instrument's life or of variable

rate which is a typical market indexing for financing operations (for example, Euribor), or that includes a spread

on that indexing, which does not contain a contractual clause that can result to its holder in a loss of nominal value

and accrued interest (excluding the cases of credit risk).

The contracts to grant or take a loan in a net basis and the equity instruments that are not publicly negotiated and

whose fair value cannot be obtained reliably, as well as contracts connected to those instruments that, if executed,

result in the delivery of those instruments, are also measured at cost or written off cost less impairment loss.

All financial instruments which are not measure at cost or written off cost less any impairment loss are measured

at fair value.

The Group does not include the transaction costs in the initial measurement of financial asset or liability, which is

measured at the fair value as part of profit/loss.

As long as the Group holds a financial instrument, the measurement policy will not be affected.

18.2. Financial assets and liabilities

Financial assets with recognition of impairment

31.12.2015 31.12.2014

CARRYING AMOUNTACCUMULATED

IMPAIRMENTCARRYING AMOUNT

ACCUMULATED IMPAIRMENT

Trade accounts receivable 179,344,203 (1,353,869) 220,702,038 (260,078)

Clients with guarantees 10,618,427 - 11,369,590 -

Doubtful debtors 3,135,584 (3,135,584) 3,229,682 (3,229,682)

TOTAL 193,098,214 (4,489,453) 235,301,310 (3,489,760)

DEFERRED TAXLIABILITIES

OPENING BALANCE

RATE CHANGEOTHER

VARIATIONSINCREASES REVERSAL

CLOSING BALANCE

Revaluation surpluses 1,286,297 (74,458) (2,405) 10,234 (110,970) 1,108,698

Taxable income 179,630 - (122,686) - (56,944) -

Depreciation not accepted 584,646 - (126,961) - (82,933) 374,752

TOTAL 2,050,573 (74,458) (252,052) 10,234 (250,847) 1,483,450

As at 31 December 2014, deferred tax assets and liabilities are the following:

DEFERRED TAX ASSETS OPENING BALANCE OTHER VARIATIONS INCREASES REVERSAL CLOSING BALANCE

Warranty of works 18,478 524 1,195 - 20,197

Application of percentage of completion 53,335 (424) 27,327 - 80,238

Financial instruments 12,781 (100) - (12,681) -

Tax losses 257,116 - - (207,669) 49,447

TOTAL 341,710 - 28,522 (220,350) 149,882

DEFERRED TAX LIABILITIES OPENING BALANCE OTHER VARIATIONS INCREASES REVERSAL CLOSING BALANCE

Revaluation surpluses 1,280,257 (46,774) 52,815 - 1,286,297

Taxable income 375,084 14,876 149,092 (359,422) 179,630

Depreciation not accepted 144,800 256,872 302,972 (119,997) 584,646

TOTAL 1,800,140 224,974 504,878 (479,419) 2,050,573

Report and Consolidated Accounts 2015

Notes to the Consolidated Financial Statements 49

18.3. Financial assets held for trading

This item includes the public debt securities of the Angolan State (treasury bonds), received as result of the debt

settlement agreements overdue from the client - Angola's National Roads Institute.

18.4. Total of interest income and expense for financial assets and liabilities

To calculate the written off cost of a financial asset or financial liability and allocate the interest income or interest

expense during the period, the effective interest method was used. According to this method, the total of interest

income for financial assets and the total of interest expenses for financial liabilities are the following:

a. Interest income for financial assets:

FINANCIAL ASSETS 31.12.2015 31.12.2014

Bank deposits 5,193,061 3,924,646

Others 1,833 604

TOTAL 5,194,894 3,925,250

FINANCING LIABILITIES 31.12.2015 31.12.2014

Financing 11,083,772 5,209,267

Finance leases 375,362 560,217

Others 80,693 44,783

TOTAL 11,539,827 5,814,267

b. Interest expenses for financial liabilities:

18.5. Impairment losses in financial assets

For financial assets, which are not measured at fair value through the profit/loss and regarding which impairment

is verified, the Group evaluated the respective impairment. From this evaluation, the Group was able to acquire

objective evidence that the financial assets, shown in the following table, present impairment losses for the period:

FINANCIAL ASSETS31.12.2015

IMPAIRMENT LOSSES REVERSALS

Clients 271,091 -

Other accounts receivable - -

Other financial assets - -

TOTAL 271,091 -

FINANCIAL ASSETS31.12.2014

IMPAIRMENT LOSSES REVERSALS

Clients 1,530,815 -

Other accounts receivable - -

Other financial assets - -

TOTAL 1,530,815 -

18.6. Amount of share capital

As at 31 December 2015, the Company had a share capital of 10,000,000 euros, fully subscribed and paid-in.

18.7. Shares representing share capital

As at 31 December 2015, the share capital was composed of 2,000,000 shares, with a nominal value of 5 euros

each.

Report and Consolidated Accounts 2015

50 Notes to the Consolidated Financial Statements

31.12.2015 31.12.2014

Mortality table TV 88/90 TV 88/90

Normal retirement age 66 years old 66 years old

Number of pensions in the year 13 13

Rate of return of assets 4% 4%

Rate of growth of wages 2% 2%

Discount rate 4% 4%

The excess of responsibility covered as at 31 December 2015, in the amount of 140,942 euros, is registered in the

item “Deferrals”. The amount of 541,672 euros regarding to actuarial gains in 2015 was also considered in the item

“Income to be recognised”.

Assumptions used in the actuarial study:

20. OTHER INFORMATION20.1. State and other public bodies

The item “State and other public bodies” as at 31 December 2015 and 31 December 2014 is the following:

ASSETS 31.12.2015 31.12.2014

Personal Income Tax 5,999 4,039,895

Value Added Tax 9,749,208 10,025,375

Social Security Contributions - -

Other taxation 5,051,336 42,778

Business Income Tax 9,178,449 11,483,213

TOTAL 23,984,992 25,591,261

LIABILITIES 31.12.2015 31.12.2014

Personal Income Tax 482,842 669,912

Value Added Tax 6,943,974 6,411,781

Social Security Contributions 507,152 516,550

Business Income Tax 2,824,634 15,565,160

Other taxation 816,345 270,180

TOTAL 11,574,946 23,433,583

19. EMPLOYEE BENEFITS19.1. Post-employment benefits

As at 31 December 2015, there were 89 employees enjoying post-employment benefits regarding benefit plans

defined. On 31 December 2015, the operations related to the period are the following:

PENSION COSTS 31.12.2015 31.12.2014

Cost of current services 239,350 360,491

Interest cost 274,402 294,967

Actuarial gains and losses (53,487) (245,228)

Return on assets (132,730) (330,497)

TOTAL 327,535 79,733

Report and Consolidated Accounts 2015

20.2. Guarantees provided

As at 31 December 2015, the Group had assumed responsibilities for the guarantees provided in the amount of

91,369,727 euros (as at 31 December 2014, the amount was 99,438,407 euros).

Notes to the Consolidated Financial Statements 51

20.3. Turnover

The turnover as at 31 December 2015 and 2014 is distributed as follows:

31.12.2015 31.12.2014

Internal market 44,512,227 14,722,457

External market 151,660,433 194,092,945

TOTAL 196,172,660 208,815,402

20.4. Personnel expenses

The item “Personnel expenses” is the following, for the period ending on 31 December 2015 and 2014:

31.12.2015 31.12.2014

Remunerations of the management bodies 1,176,707 1,072,975

Personnel remunerations 33,761,561 34,601,648

Compensations 134,325 42,522

Post-employment benefits (Note 19) 327,535 79,733

Social charges 3,099,524 2,907,659

Insurance schemes for accidents at work and occupational diseases 1,081,308 1,175,162

Social welfare expenses 2,929,134 3,402,704

Others 2,150,878 3,381,801

TOTAL 44,660,972 46,664,204

20.5. Other income

The item “Other income” is the following, for the period ending on 31 December 2015 and 2014:

31.12.2015 31.12.2014

Additional income 1,726,064 1,854,589

Cash discounts obtained 26,768 50,715

Exchange gains 28,872,511 28,173,611

Gains in inventories - 31,246

Income and gains in the remaining non-financial assets 546,519 1,513,628

Corrections related to previous periods 380,448 672,401

Excess tax estimate - 721,239

Interest received 5,194,894 3,925,250

Dividends earned 60,340 56,705

Others 739,255 282,274

TOTAL 37,546,799 37,281,658

20.6. Other expenses

The item “Other expenses” is the following, for the period ending on 31 December 2015 and 2014:

31.12.2015 31.12.2014

Taxes 4,590,402 5,244,598

Cash discounts given 2,831,946 135

Bad debts - 7,706

Exchange losses 21,478,020 11,968,879

Losses in inventories - 5,406

Expenses and losses in non-financial investments 773,088 532,495

Corrections related to previous periods 199,233 122,607

Under taxation estimate - 251,441

Others 334,363 127,651

TOTAL 30,207,052 18,260,918

Report and Consolidated Accounts 2015

52 Notes to the Consolidated Financial Statements

20.8. Deferrals

Deferred costs and deferred liabilities are the following:

DEFERRED COSTS 31.12.2015 31.12.2014

Expenses to be recognised - insurances 516,105 416,466

Expenses to be recognised - other 85,899 64,089

Pension fund - surplus (Note 19) 140,943 461,680

Other deferrals 888,550 44,286

TOTAL 1,631,496 986,521

DEFERRED LIABILITIES 31.12.2015 31.12.2014

Income to be recognised - NCRF 19 8,539,115 17,144,944

Pension fund (Note 19) 541,672 534,875

Billing to be recognised 945,731 1,745,516

TOTAL 10,026,518 19,425,335

20.7. Financial profit and loss account

The financial profit and loss are the following:

FINANCING EXPENSES AND LOSSES 31.12.2015 31.12.2014

Interest paid 11,459,133 5,758,936

Other financing expenses and losses 2,763,379 2,400,217

TOTAL 14,222,512 8,159,153

Report and Consolidated Accounts 2015

Notes to the Consolidated Financial Statements 53

Report and Consolidated Accounts 2015

54 Titulo

Report and Consolidated Accounts 2015

05

Título 55

Report and Consolidated Accounts 2015

REPORT ANDOPINION OF THE STATUTORY AUDIT BOARDREPORT AND CONSOLIDATEDACCOUNTS2015

Extremadura, Spain

56 Report and Opinion of the Statutory Audit Board

Report and Consolidated Accounts 2015

Financial year of 2015 Consolidated accountsDear Shareholders:

In compliance with the legal provisions, the Statutory

Audit Board submits its report and issues its opinion

on the consolidated management report, consolidated

balance sheet, consolidated accounts and proposal of

application of net income, which were presented by the

Board of Directors of CONDURIL – Engenharia, S.A.,

regarding the financial year ended on 31 December

2015.

ReportIn the performance of its duties, the Statutory Audit

Board had regular meetings accompanying the social

activity and the evolution of CONDURIL – Engenharia,

S.A. business, watched and ensured the fulfilment of the

law and the articles of association, and it was informed

of the acts carried out by the Board of Directors, which

has always clarified any situation when requested.

Also in the performance of its duties, the Board carried

out a careful analysis of the consolidated management

report presented by the Board of Directors, the

consolidated balance sheet, the consolidated income

statement, the consolidated cash flows and the changes

in consolidated equity for the financial year ended on

31 December 2015, and its annexe with the explanatory

notes. These documents were considered to be correct

and that as a whole offer a clear picture of the activity

developed and the financial position.

Within the framework of its competence, the Board was

informed of the works developed during the year by

the Audit Firm, obtained information and clarifications

provided by its representative, required to the control

of the official audit to the other financial statements,

was informed of the conclusions and recommendations

of the audit report sent to the Board of Directors, and

proceeded to the analysis of the legal certification of

consolidated accounts, documents that should have

the agreement of the Board in what concerns their

contents.

The Board, still in the framework of its competence,

expresses its agreement regarding the accounting

policies and the valuation criteria adopted.

As a result of the above, the Board considers that

the consolidated management report, consolidated

balance sheet, consolidated income statement,

consolidated cash flows and changes in consolidated

equity allow, in the whole, for a correct understanding

STATUTORY AUDIT BOARD

of the consolidated financial situation of CONDURIL –

Engenharia, S.A., on 31 December 2015, and the income

statement for the financial year ended in that date, and

it also considers that the legal and statutory provisions

were respected.

As a conclusion, the Board also thanks, along with the

Board of Directors, the Employees for their commitment

and dedication.

Therefore, the Statutory Audit Board issues the

Opinion1. that the consolidated management report,

consolidated balance sheet, consolidated accounts and

its notes for the financial year ended on 31 December

2015 are approved;

2. that the proposal of application of net income

included in the consolidated management report, in the

terms presented by the Board of Directors is approved.

Ermesinde, 14 March 2016

The Statutory Audit BoardCrisóstomo Aquino de Barros, President

Daniela Brás Vigário Silva

José Tiago Sapage Meireles de Amorim

Report and Opinion of the Statutory Audit Board 57

Report and Consolidated Accounts 2015

58 Titulo

Report and Consolidated Accounts 2015

06

Título 59

Report and Consolidated Accounts 2015

LEGALCERTIFICATIONOF CONSOLIDATED ACCOUNTSREPORT AND CONSOLIDATEDACCOUNTS2015

Saint Louis, Senegal

60 Legal Certification of Consolidated Accounts

Report and Consolidated Accounts 2015

Introduction1. We have examined the consolidated financial

statements of Conduril – Engenharia, S.A. (“Company”),

which comprise the Consolidated balance sheet

on 31 December 2015 (which reflect total assets of

493,492,742 euros and total equity of 212,526,608

euros, including a net income of 6,151,680 euros),

Consolidated profit and loss account by nature, the

Consolidated statement of changes in equity and the

Consolidated cash flow statement for the period ended

in that date, and its Notes.

Responsibilities2. The preparation of consolidated financial statements

that present a true and proper representation of the

financial position of the group of companies included

on consolidation, the consolidated net income of their

operations, the changes in consolidated equity and

the consolidated cash flows, as well as the adoption of

adequate accounting principles and the maintenance

of an appropriate system of internal control is the

responsibility of the Company’s Board of Directors.

3. Our responsibility is to issue a professional and

independent opinion on these financial statements,

based on our examination.

Scope4. Our examination was performed in accordance with

the auditing standards (“Normas Técnicas e as Diretrizes

de Revisão/Auditoria”) issued by the Portuguese

Institute of Statutory Auditors (“Ordem dos Revisores

Oficiais de Contas”), which require that the examination

be planned and performed with the objective of

obtaining reasonable assurance about whether the

consolidated financial statements are free of material

misstatement. This examination includes:

• verifying that the financial statements of the

companies included on consolidation have been

properly audited and, for the significant cases

where they have not been, verifying, on a test basis,

evidence supporting the amounts and disclosures

contained therein, and assessing the significant

estimates, based on assumptions and criteria defined

by the Company’s Board of Directors, used in their

preparation;

• verifying the consolidation practices;

LEGAL CERTIFICATION OF CONSOLIDATED ACCOUNTS

• assessing the adequacy of the accounting principles

used and their disclosure, taking into consideration

the circumstances;

• verifying the applicability of the going concern

concept; and

• the adequacy of the overall presentation of the

consolidated financial statements.

5. Our examination has also verified that the financial

information contained in the consolidated management

report is consistent with that of the remaining

documents in the consolidated financial statements.

6. We believe that our examination provides a

reasonable basis for expressing our opinion.

Opinion

7. In our opinion, the consolidated financial statements

referred present fairly, in all material aspects, the financial

position of Conduril – Engenharia, S.A. on 31 December

2015 and the consolidated results of its operations, the

changes in equity and the consolidated cash flows for the

period ended in that date, in conformity with the generally

accepted accounting principles in Portugal.

Report on other legal requirements8. We are also of the opinion that the information in

the consolidated management report is consistent with

the consolidated financial statements.

Porto, 14 March 2016

HORWATH & ASSOCIADOS, SROC, LDA.

Represented by Ana Raquel Borges L. Esperança Sismeiro (ROC

1126)

CONDURIL - ENGENHARIA, S.A.

CONDURIL ANGOLA

CONDURIL MOÇAMBIQUE,

ENOP, MABALANE

CONDURIL BOTSWANA

CONDURIL ZÂMBIA

CONDURIL MALAWI

CONDURILGABÃO

CONDURILAÇORES

MÉTISENGENHARIA, LDA

URANO, LDA

Avenida Eng. Duarte Pacheco, n.º 1835

4445-416 Ermesinde - Portugal

T. +351 229 773 920

F. +351 229 748 668

[email protected]

Rua 2 IL (ao Largo do Ambiente)

Município de Ingombota - Luanda - Angola

T. +244 222 310 153

F. +244 222 310 713

[email protected]

Rua 1393 (Transversal da Av. José Craveirinha), n.º 120

Maputo - Moçambique

T. +258 214 831 20

F. +258 214 874 80

[email protected]

Tribal Lot 86 Portion 955 Isis Village

Tlokweng - Gaborone - Botswana

T. +267 319 02 53

F. +267 393 03 25

[email protected]

Plot 3817 Martin Mwamba Road

Lusaka - Zambia

PO Box 473 P/Bag E891 Manda Hill Lusaka Zambia

T. +260 211 291 441

[email protected]

PO Box 40 Liwonde Malawi

Liwonde - Malawi

T. +265 994 956 884

[email protected]

Quartier Oloumi, IMM. Xanadou - Bât Gauche, lot D3,

3ème Étage, Port 301, BP 203

Libreville - Gabon

T. +241 01 76 39 53

[email protected]

Rua Padre João Baptista Valles, N.º 3, 1.º, SU/NA

9500-791 – Ponta Delgada

T. +351 296 653 468

[email protected]

Parque Industrial – B.º – Capalanga

Município de Viana – Luanda – Angola

T. +244 939 212 517

[email protected]

Polo Industrial de Viana, Zona do Km25

Município de Viana – Comuna de Zango –

Luanda – Angola

T. +244 939 133 245

[email protected]