Sustainability Report
Transcrição
Sustainability Report
9 0 ’ t r o p e R y t i l i b a n i a t s u English S Interim © FOXY_A/FOTOLIA About this Report About this Report The present report relates to the activity carried out by Luís Simões (LS) in the calendar year of 2009 in the following business areas: transport, logistics and the maintenance and commercialisation of semi-trailers. This interim report updates the performance indicators of LS published in the 1st Sustainability Report and includes the content corresponding to the Annual Report & Accounts (in the chapters “Ensuring financial robustness” and “Accounts”). The reported indicators, which reflect the reality of all the business areas, were compiled for the Group. Due consideration was also given to the documents referred to by GRI, to wit the GHG Protocol and the data published in the legislation. The contact point for clarifying queries is: Cláudia Simões Email: [email protected] © FOXY_A/FOTOLIA The Sustainability report shall be published with a biannual frequency where the economic objectives and data (Annual Report & Accounts) are updated on an annual basis, as well as the performance indicators of LS. The report was subject to the Global Reporting Initiative (GRI) G3 protocol and its content is based on the sustainability strategy of LS which, when borne in mind, took into account the GRI principles, in the main that of materiality and the involvement of stakeholders. For further details about the form of application of these principles, consult the chapter “LS on the Sustainability route”. Sustainability Report 2009 | ENGLISH 3 LS Universe LS Universe PRESENCE The activity of Luís Simões is mainly carried out in the Iberian Peninsula as set out below: Head Office Insurances Cross-Docking Plataforms Logistics Operations Centers Transport Operations Centers Technicals Assistence Centers ACTIVITY SECTORS The main activity sectors of LS are: the transport of goods, logistics, maintenance and commercialisation of vehicles and also the areas of rent-a-cargo and insurance, but as they are less significant they have not been reported in this document. Sustainability Report 2009 | ENGLISH 5 KEY GROUP INDICATORS Logistics and Transport 2008 2009 Warehouse area (m2) 250.000 250.000 Euro-pallets sites 263.000 268.000 3.146.680 3.176.295 502.000 512.853 2,5 3,5 1.700 1.700 6.150.000 5.800.000 148.000.000 145.000.000 19.000 19.000 2 2 107.000 111.000 Picking units/month Co-packing units/month Mean age of own fleet (years) Number of daily routes Tonnes transported per year Kilometres travelled per year Maintenance Total area of the 3 assistance centres (m2) Heavy vehicle washing stations Installed maintenance capacity (hours) INNOVATION AND TECHNOLOGY EMPLOYEE TRAINING As regards employee training, LS has: • Two decades of structured training; • Around 31 thousand hours in 2009 to 1753 employees. 60 Years of entrepreneurialism, ethical values, strategic vision, technology and innovation...…to go further…to where the future lies. Sustainability Report 2009 | ENGLISH As regards Innovation and Technology LS has: • Information systems integrated with the clients and with the business applications, allowing the traceability of the good, from the origin to the destination (inside and outside the warehouses); • Automated separation of routes for dispatch tunnels; • Automation of pallet movement; • Traceability of batches in the supply chain; • Monitoring of operations with acceptability standards, allowing control to be focused on the exceptions; • BI application domain (Business Intelligence) which support the various Balanced Score Cards. 6 Sustainability Report © MACEO/FOTOLIA 2009 Index Message from the Chairman 01| LS Profile Vision Mission Values Policies 01.1| Organigram 01.2| Governance 01.3| Business LS History 02| LS on the Road to Sustainability 02.1| Development of Strategy 02.2| Sectorial Setting and Management Guidelines 02.3| Stakeholders Involvement 02.4| Materiality Matrix 02.5| Sustainability Strategy 03| High Responsibility and Quality Service 03.1| Framework 03.2| Food Safety 03.3| Quality of the Subcontracted Fleet 03.4| External Audits 03.5| Communication with Clients 04| Ensuring Financial Robustness 04.1| Framework 04.2| Main Consolidated Indicators 04.3| Macroeconomic Analysis 2009 04.4| Analysis of the Haulage Sector 04.5| Analysis of the Logistics Sector 04.6| Economic Performance 04.7| Main Events in 2009 04.8| Prospects for the Future 10 12 12 12 12 13 14 15 17 20 20 22 24 24 26 26 26 27 27 30 30 31 32 32 33 33 34 5| Innovation and Vanguardism 05.1| Setting 05.2| Innovation in Transport and Logistics 06| Attraction, Training and Retention of Employees 06.1| Framework 06.2| Employees 06.3| Qualification and Categories 06.4| Distribution by Age Bracket and Gender 06.5| Attraction, Retention and Professional Development 07| Health and Safety at Work 07.1| Framework 07.2| Monitoring and Mitigating Risks Associated with the Activity 07.3| Health Surveillance 08| Promoting Road Safety 08.1| Framework 08.2| Training for Securuty 08.3| Recognition 09| Energy Efficiency in the Transport of Goods 09.1| Framework 09.2| Investment in Own Fleet 09.3| Driver Performance 09.4| LS Subcontracted Fleet 10| Environment Performance of the Installations 10.1| Framework 10.2| Energy Efficiency and Associated Emissions 10.3| Waste Management 10.4| Water Consumption 11| Promoting Internal and External Citizenship 11.1| Framework 11.2| Main actions in 2009 – Internal Public 11.3| Main actions in 2009 – External Public 36 36 39 39 40 40 41 43 43 44 46 46 46 49 49 50 50 53 53 54 55 57 57 58 Sustainability Report © MACEO/FOTOLIA 2009 12| Internal and External Communication 12.1| Framework 12.2| Internal Communication Channels 12.3| External Communications Channels 12.4| Ways to Get Involved with Stakeholders 13| Accounts 13.1| Management Report 13.2| Consolidated Balance Sheet 13.3| Consolidated Profit-and-Loss Account by Nature 13.4| Annex to the Consolidated Balance Sheet and the Profit-and-Loss Account 13.5| Consolidated Profit-and-Loss Account by Function 13.6| Consolidated Cash Flow Statement Report and Opinion of The Single Auditor Registered Auditors’ Report Transportes Luís Simões, S.A. Management Report Financial Statements Report and Opinion of The Single Auditor and Registered Auditors’ Report Luís Simões Logística Integrada, S.A. (Sociedade Unipessoal) Balance and Profit and Loss Account Statement of Changes in the Worth Cash Flow Statement Report Management Report Transportes Reunidos, Lda Management Report Financial Statements Registered Auditors’ Report Distribuição Luís Simões, S.A. Management Report Financial Statements Report and Opinion of The Single Auditor and Registered Auditors’ Report 60 60 61 62 65 68 71 73 88 89 92 93 94 97 110 113 115 116 118 142 145 147 156 157 159 171 LS - Luís Simões SGPS, S.A. Management Report Financial Statements Report and Opinion of The Single Auditor and Registered Auditors’ Report RETA - Locação e Gestão de Frotas, S.A. Management Report Financial Statements Report and Opinion of The Single Auditor and Registered Auditors’ Report SOCAR - Equipamentos de Transporte e Serviços Técnicos, S.A. Management Report Financial Statements Report and Opinion of The Single Auditor and Registered Auditors’ Report Lusiseg - Mediadores de Seguros, Lda Management Report Financial Statements LS - Gestão Empresarial e Imobiliária, S.A. Management Report Financial Statements Report and Opinion of The Single Auditor and Registered Auditors’ Report Solmoninhos - Consultoria, Gestão e Execução Imobiliária, Lda Management Report Financial Statements Patrimundus - Investimentos Imobiliários, S.A. Management Report Financial Statements Report and Opinion of The Single Auditor and Registered Auditors’ Report Glossary GRI Table 174 175 182 184 186 197 200 202 215 218 220 227 229 242 245 247 253 254 262 266 268 LS Administrators Chairman’s Message With the preparation and publication of our first Sustainability report relating to 2008, we entered a new communication era. In this new communication era we have assumed commitments to the future and one of them is that of keeping our milieu informed about the evolution of our sustainability. It is an evolution in continuity as the concern with sustainable development was ever-present over the course of our six decades of existence despite having ensured it on many occasions in a more empirical and informal fashion. The commitments identified in 2008 were followed and here the progress is published relating to 2009. I must stress that we will only be sustainable if we create prosperity. And it was possible for us in this year of all the (deep) crises, to improve relevant indices, such as the number of workposts, the results and the sales, inter alia, highlighting the reduction in fuel consumption by dint of its relevant positive impact at economic and environmental levels. This was contributed to by our determined commitment to overcome all difficulties and find solutions, in such a way as to be aligned with our clients in the creation of a sustainable future for people and businesses. We are aware of and prepared to manage sustainability in a crisis period, even though this will be long. We believe it is our mission to create value on the supply chain in such a way as to raise the competitiveness of our clients. Only by ensuring the prosperity of our clients’ business will we be able to make them loyal, to ensure our economic, social and environmental sustainability and to go further… to where the future lies! José Luís Simões President 10 Sustainability Report 2009 | ENGLISH © STUART MONK/FOTOLIA Sustainability Report 2009 01 LS Profile 01| LS Profile VISION LS has the following vision: “To be the Iberian reference in terms of the service quality of the Transport and Logistics’ sector.” MISSION As regards its mission LS wishes: “To ensure efficient, competitive solutions in terms of Transport, Logistics and auxiliary services, promoting the satisfaction of clients and society in general from the economic, social and environmental perspective.” VALUES To successfully carry out this mission, it is vital to disclose and share the following basic values: • Client orientation: Surpassing the expectations of clients by way of the rendering of value-added services, supported by solutions which are flexible, innovative and technologically advanced; • Respect for people: Ensuring the ongoing qualification of all employees, developing skills for different, challenging performances of activities with quality and safety; • Sustainability: Promoting the sustained development of the organisation by way of conduct which is transparent, social and ethically responsible; • Trust: Characterising the action of the group and its employees by the respect for colleagues, clients and suppliers, believing in the working capacities of each and every one and in the defence of the values of LS; • Loyalty: Basing daily practice on professionalism, the thoroughness of operations and the transparency of relations, putting the interest of LS above personal interest so as to safeguard the credibility and good institutional image; • Innovation: Focusing management on structured processes supported by modern technological systems, contributing to the development of competitive edges on the market; • Environment: Implementing good environmental practices, reducing the adverse effects resulting from the activity and protecting the environment; • Concern for safety: Ensuring the best working conditions with preventive Sustainability Report 2009 | ENGLISH actions so as to eliminate the risks inherent in the activity and preserving the well-being of the employees; • Assets: Maintaining the quality of installations, equipment and brands, ensuring the improvement and respect of everyone, particularly of the employees and dignifying their workpost. POLICIES To put their mission and vision into effect, the company management undertakes to adopt the following policies: Quality • To provide those resources relevant for increasing the quality of the business and its ongoing improvement; • To prioritise gains in the efficiency and effectiveness of the processes as a competitive advantage of companies and with added value for the client, with a view to making them loyal; • To develop the competence and motivation of employees compared with business objectives in terms of quality, safety, hygiene and health at work, environment and food safety. Food Safety • Preserving the food safety and quality of the products in the operations and services rendered, ensuring communication with all the parties involved in the food chain: suppliers, employees, clients and competent authorities. Health and Safety at Work • Providing the resources required for the prevention of professional risks, the improvement of safety conditions in the performance of activities and the surveillance of employee health, carrying out their duties and reinforcing raising awareness in terms of health and safety at work. Environment • Implementing measures to minimise environmental impacts resulting from the activity as well as the management and control of the waste produced, and raising awareness amongst employees about the behaviour and habits which promote protection of the environment. Corporate Social Responsibility • Developing actions aimed at employees so as to promote personal, professional and family enhancement and information, awareness and/ or welfare activities aimed at the external entities with which we interact. 12 01.1| ORGANIGRAM The organisational structure of LS is distributed as follows: Board of Directors CEO Innovation and Process Business Areas Support Areas Communication Department Iberian Transport Diversification Reta&Socar- Semi-Reboques Shared Services Information Systems Lusiseg - Insurance Iberian Logistics Sustainability Report 2009 | ENGLISH Real Estate 13 01.2| GOVERNANCE The Board of Directors of Luís Simões SGPS considers that the Group’s business should be carried out in accordance with standards appropriate for good company governance. BOARD OF DIRECTORS | Composition: • Three Group Director - José Luís Simões, Leonel Simões and Jorge Simões; • Financial corporate Manager; • Three External Consultants. | Frequency: 4 times/year. | Objectives: • Approval of the Group strategy, to wit strategic plans of the Group and strategic plans of each company; • Analysis of the major priorities of the Group: Results, investments, management structure and company matters. Management Committee | Composition: • Executive Chairman; • General and Corporate Managers. | Frequency: 4 times/year. | Objectives: • To ensure that the sales’ objectives and results of LS are overcome; • To approve the investment plans; • To approve the human resources’ policies. Sustainability Report 2009 | ENGLISH The Luís Simões companies are wholly owned by the Luís Simões family. The Board of Directors includes the three elements of the 2nd generation and half of the 3rd generation elements are already part of the organisation permanent staff. Executive Committees (by company) | Composition: • General Manager; • 1st line Managers. | Frequency: 3 to 4 times/year. | Objectives: • To ensure that the sales objectives and results of each company are surpassed; • To ensure that the action plans are implemented. • To ensure the evaluation of the performance management of the teams; • To ensure that communication occurs at the various management levels. Visit by the Chairman | Carried out by the Executive Chairman of the Group at each site/ company/corporate area of LS. | Frequency: every 2 years. | Objectives: • To know in advance the significant situations, for the subsequent taking of decisions; • To transmit criteria; • To promote socialisation between employees. 14 01.3| BUSINESS Logistical Business LS Object Development of integrated logistics activities, encompassing primary transport, storage, preparation of requests, inventory control, distribution of products and other value-added services such as the handling of products or the logistics of promotional events. Geographic Location Iberian Peninsula. Size 17 operating centres (7 in Portugal and 8 in Spain), 3 cross docking1 platforms and 13 subcontracted cross-docking platforms (3 in Portugal and 10 in Spain), corresponding to a total area of over 250mil m2. 5 co-packing Centres (3 Portugal and 2 in Spain). 300 movements equipment items involved in storage activities. Distribution network with over 600 distribution routes per day. Over 700 employees in Portugal and Spain. Evolution Sales Volume Sales (Millions of Euros) 2009 2008 2007 2006 68 62 62 51 1| Coimbra, Alicante and Granada Plataforms Sustainability Report 2009 | ENGLISH LS Logistics Business Customer Portfolio 300 companies from the most varied sectors: Food and beverages, hygiene and cleaning, PLV, electrical appliances and consumer electronics, car sector. 23 biggest clients account for 80% of total sales. Client withholding rate(2009): DLS - 76% of sales volume ensured by clients with 3 or more years. LSL - 73% of sales volume ensured by clients with 3 or more years. 15 LS Transport Business Business Diversificação LS Object Transport goods by road and only on a complementary system of some flows, by ship and train. It is made up of three companies which operate in Portugal and Spain: Transportes Luís Simões SA, Luís Simões Logística Integrada SA and Transportes Reunidos Lda. Object Maintenance and repair of heavy vehicles. Assemble and commercialisation of semi-trailers. Geographic Location Greater incidence in Iberian flows where it is the market leader. Geographic Location Carregado, Gaia and Perafita. 9 operating centres distributed by Portugal (3) and Spain (6). Size Total area of 19 thousand m2. Management of around 1,100 journeys/day. Size 800 Employees (TLS+TR+LST). Client Portfolio Evolution in Sales Volume Food products and beverages, paper, major distribution and auto components. 1290 clients in 2009. 80 clients are responsible for 80% of sales. Client retention rate (2009): 88% of sales volume ensured by clients with 3 or more years. Sales (Millions Euros) 2009 2008 2007 2006 101 102 101 99 Two washing stations for heavy vehicles at the technical assistance centres of Carregado and Gaia. 66 workers (own and on a partnership basis), with an installed capacity of 111,000 hours /year of maintenance. Client Portfolio Evolution in Sales Volume The products and services commercialised by Socar are aimed at companies from the goods haulage sector, both private and public. Socar has a very dispersed Client portfolio of the transport and logistics sectors. Sales (Millions Euros) 2009 2008 2007 2006 6,5 11,9 16,3 9,6 16 Sustainability Report 2009 | ENGLISH LS History In the image below we have set out the way in which LS has evolved since the 1930’s, the date of its foundation, until today, and what has happened in Portugal and in the world during this time period. Luís Simões On the back of a cart, Fernando Luís Simões transported vegetables and Purchase of first truck. fruit to Lisbon markets. Increase in fleet. Emergement of Novobra, a civil construction company, a decisive client in terms of the commercial buoyance of Luís Simões. Diversification of the vegetable product transport services to construction material transport. Fernando Luís Simões grants the management of Transportes Luís Simões Limitada to his sons (1973). Entry in bulk cereal transport market. Foundation of the company Transportes Luís Simões Limitada (1968). First steps towards the computerisation of the company. Special indivisible cargo transport First training course given to drivers. Internationalisat commenced. The first experiment was tried out as ion to Spain. Commitment to the regards home distribution with total cover in Portuguese territory. diversification of activities. Economic crisis. 40 UNO approves the Declaration of Human Rights. 50 Great growth in the civil construction sector. 60 Boom in terms of public works of the New State. Development of compound food for animals. World/Portugal Sustainability Report 2009 | ENGLISH 70 Recession in the US deriving from the oil crisis. Revolution on April 25th 1974. TLS: ISO Certification 9002:1994 – 1st transport company in Portugal to be certified. Creation of holding and structuring of the various businesses. Inauguration of the Logistical Operations’ Centre of Carregado. ISO Certification 9002:1994 – Companies DLS and LSE (Luís Simões Spain) Decade/Year 30 Consolidation of presence on Spanish market. Start of logistical activity, so as to anticipate the logistical consequences of the European market. Business segmentation and diversification. 80 90 | 1995 1997 | 1998 1999 Searches are carried out Economic crisis. Progress in computing technology. worldwide to make feasible the use of low-cost RFID labels on all products. 17 Luís Simões RETA: ISO Certification 9002:1994. Replacement of all the computing applications supporting business. Acquisition of LOALSA and positioning as an integrated logistical operator on an Iberian scale. Introduction of “Informatics Embarcadero” in vehicles with GPS. Installation at radiofrequency warehouses and optical reading by bar DLS, TLS, RETA, LSE: Transition to ISO Certification 9001:2000. code. Inauguration of the Logistics’ Merger of LOALSA and “Luís Simões Span”, giving rise to Luís Simões – Logistical Integrate, S.A. Creation of the LSnet Portal – advanced technological tool in management in a web environment and a prime source of information for consultation by clients. Operation Centre of the Future in Auditing of LS, SGPS (DLS, LSLI, TLS and RETA) Group: Renewal of Certification by the ISO Standard 9001:2000. Carregado. Exponential growth in Presentación of the 1st LS logistics in Spain – doubles turnover compared with 2005. Sustainability Report. Década/Ano 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 Alteration to Community Legislation regarding driving and rest times. Ratification of the Kyoto Protocol. Use of digital tacograph in Europe. 18 Mundo/Portugal Sustainability Report 2009 | ENGLISH © danimages/FOTOLIA Sustainability Report 2009 02 LS on the Road to Sustainability 02| LS on the Road to Sustainability 02.1| Development of strategy The development of the sustainability strategy of Luís Simões was based on an analysis of the results of stakeholder involvement, the sectorial setting, management guidelines and good internal practices and also benchmarking of counterpart companies. Sectorial and Benchmarking Framework Stakeholders Involvement Materiality Matrix experienced. A natural selection process of companies is expected in the coming years, speeding up in-depth restructuring of the sector which the various measures imposed, from the environmental, legal and fiscal perspective, was expected; • Greater tendency to the concentration of companies as a weapon to reduce fixed structures and increase the geographic cover and competitiveness in the reply to the client; • Existence of market peaks, with the strategy of LS involving a mix of own and third party fleet which allows flexibility to meet this challenge, affording sufficient solidity to deserve the trust of the major clients which is undoubtedly where the strategic commitment of LS resides. Challenge identification Analysis of Management Guidelines and Good Internal Practises 02.2| Sectorial setting and management guidelines 02.2.1| Transport Challenges • Excess supply, both in Portugal and in Spain, in view of existing demand, a fact exacerbated by the economic instability which is currently Sustainability Report 2009 | ENGLISH Positioning and sustainability principles Commitments The LS Difference • Flexibility in service, demonstrating it is a company which is always geared towards the solution for the client; • Permanent innovation in the manner of carrying out and managing transport, being committed to technology and information combined with the basic capacity for transporting goods effectively; • Modern, well-prepared fleet in accordance with the most demanding European standards; • Highly qualified, competent drivers, with a view to compliance with safety standards and reduction in the environmental impact of transport activity; • Professionals experienced in the management of transport operations. 20 02.2.3| Diversification Challenges • Quest for general solutions by the market; • Requirement of ever more added value in the logistical services; • Requirement of great know-how, rigour and quality in the processes; • Energy efficiency of logistical operations; • Compliance with environmental requirements as regards waste management; • Guarantees about the safety of the products, to wit about food products. Warehouse Operator The LS Difference • Coverage of the Iberian Peninsula with proximity to direct clients and indirect clients (clients of our clients); • Technological solutions adapted to the control of the processes and adjusted to the needs of the clients; • Innovation geared towards the design of solutions with greater added value for the client; • Focus on the Quality of the service, recognised by the market, to wit as regards food Safety; • Involvement in the reduction of the energy consumption of the installations; • Waste management solution with a major reduction in their volume and consequent decrease in the environmental impact associated with their transport. Sustainability Report 2009 | ENGLISH Challenges • Economic and financial fragility of the majority of the transport companies – its main clients – of particular relevance for small and medium-sized companies; • The increase in the price of fuels and the economic slowdown, expressed in added difficulties in the transport sector which bring about the accentuated fall in activity in terms of maintenance and repair and the acquisition of new equipment; • Operational running requirement 24h/day and the need to adapt the working hours to the needs of the clients, reconciling the flexibility of working hours required for the activity sector with the personal life of the employees; • Increasingly greater requirements in terms of compliance with environmental needs. The LS Difference • Restructured process with a new layout of the Carregado workshop, allowing activity to be carried out with higher productivity levels; • All employees in the operating areas work on Saturdays so as to quickly meet the needs of the clients (100% Teams). As a compensatory measure, these workers are granted two consecutive days of weekly rest (Tuesday and Wednesday, for example), as well as Sundays. In this way, LS is seeking to promote the family well-being of these same employees and, simultaneously, enable the development of various leisure activities, as well as the possibility of dealing with personal matters with various entities (Banks, Social Security, Finance etc.). Technical Assistance Center - Carregado 02.2.2| Logistics 21 02.3| STAKEHOLDERS Involvement The identification of the interested parties, to wit of their concerns and expectations, has a vital importance in the process to define a sustainability strategy as well as in the content of a Sustainability report. In this way LS carried out the mapping of the stakeholders based on an analysis of the importance that LS has for these stakeholders and vice-versa. In the context of the 1st Sustainability report relating to 2008, 12 interviews were carried out of external interested parties, as well as two focus groups with the internal stakeholders, to ascertain the perception they have of the company as well as their expectations. Clients Employees Permanent Subcontracted Parties National/Regional/ Local Authorities Banks Universities Other Suppliers Media Casual Subcontracted Parties ONG’s Trade Unions Associations President of the Portuguese Republic Address by the President of the Republic Sustainability Report 2009 | ENGLISH “(…) Corporate social responsibility, the responsiubility which, where applicable, is demonstrated by the relationship with its employees, the concern with having an environmentally friendly fleet of vehicles, with the most advanced technologies to respect the requirements, as has been said, of sustainable development and, in addition, the support it provides free-of-charge to the Food Bank. It is thus these aspects which I would like to stress here today. Firstly, the competitiveness of the company internationally. Secondly, the failure to postpone invstments and prepare to face challenges the in times of international crisis. However, at the same time, maintaining its sense of corporate social responsibility (…)”. Extract from the speech made by the President of the Republic, Professor Aníbal Cavaco Silva, at the inauguration of the Logistical Operations Centre of the Future at Carregado on November 17th 2008. 22 It should be stressed that the interviews carried out with the stakeholders allowed the identification of the strengths, weaknesses, opportunities and threats of LS described in the table below: Strengths • Communication and image; • Training and retaining talent; • Investment in transport alternatives with less greenhouse gases (GEE); • Innovation and internationalisation; • Customer satisfaction; • Financial robustness; • Road safety; • Environmental management. Weaknesses • • • • • • Opportunities • Development of Information and Communication Technologies (ICT) to support the business; • Expansion of the Quality Management System (SGQ) to the areas of safety at work and environment; • Intermodality, fractioned loads and urban distribution; • Environmental performance and efficiency as differentiation in a society with growing environmental awareness; • Development of renewable energy technologies; • Implementation of the systems supporting the drivers; • Uniformisation of agreements in Spain; • Closening of relations with the universities. Environmental impacts of activity – consumption of fossil fuels; Impacts on the community – noise, traffic and parking on roads; Stress at work (driver occupation); Internal communication; Variability in the behaviour of drivers – own fleet versus third party fleet; Little strategic communication with clients in Spain. Threats • • • • • • • • Excess market supply; Current crisis; Financial liquidity of the subcontracted parties regarding transport; Fuel price variation; Little availability on the skilled labour market (mechanics and drivers); Inflexible labour application, where applicable; Peripheral positions possible with (Iberian peninsula) in view of the legislation on driving times; Regulamentary pressure of the company. Table 1 - External and internal stakeholders survey results 23 Sustainability Report 2009 | ENGLISH 02.4| Materiality Matrix 02.5| Sustainability strategy The analysis of the results stakeholders surveys as well as their sectorial integration allowed the construction of the following materiality matrix: The sustainability principles of LS are in accordance with its values, with its operationalsation being intimately linked with the policies already evolved by the Group. LS has boosted its boosted its business in such a way as to make them profitable and sustainable, simultaneously creating prosperity in the activities it carries out and ever less adversity. • Integration in the Community • Internationalisation • Peripheral Position • Environmental responsibilities of the suppliers • Environmental performance of the premises • Stiff competition • Internal Communication • Financial robustness of subcontracted haulage Presentación of the 1st LS Sustainability Report Figure 1 - Materiality matrix for LS Concern of Stakeholders • Energy Efficiency of Goods Haulage • Innovation and Vanguardism • Road Safety • Communication and Image • Custom’s satisfaction • Training, Attraction and Retaining of Employees Importance to the LS Group Based on this matrix, the values and policies, the sustainability strategy of LS was developed, based on principles and its respective commitments. Sustainability Report 2009 | ENGLISH The sustainability strategy of LS, which is published in the year of its 60th anniversary, allows an analysis to be carried out from a new perspective its actions (which can always be improved), making them more participative for stakeholders who are invited to take part with LS in the creation of a more sustainable future. Below are the sustainability principles on which the LS strategy is based: 1. To provide a service with high responsibility and quality; 2. To ensure the financial robustness of the Group; 3. To promote innovation and vanguardism; 4. To attract, train and retain employees; 5. To promote Health and Safety at Work; 6. To promote Road Safety; 7. To promote Energy Efficiency in Goods Transport; 8. To improve the environmental performance of the installations and operations; 9. To promote internal and external citizenship; 10.To promote internal and external communication. These principles are materialised by way of the definition of goals and objectives and monitored by way of indicators evaluated on a periodic basis. The way in which the principles and performance of LS are operationalised in this regard is described in the following chapters. 24 © PEAPOP/FOTOLIA Sustainability Report 2009 03 High Responsibility and 03| High Responsibility and Quality Service 03.1| Framework 03.2| Food safety Quality is one of the main forms of differentiation of LS and it thus forms part of its sustainability strategy. It involves putting the expectations of the client at the centre of its values: Bearing in mind that logistics and transport are areas which form part of the supply chain of food products, for several years now LS companies have been carrying out their work with special emphasis on quality and food safety. Food safety is also included in LS Policy (see LS Profile). Client Orientation Surpassing the expectations of clients by providing value-added services, supported by solutions which are flexible, innovative and technologically advanced. In Valores LS The concern for Quality at LS has always been present since the start of its activity, though it was from the 1990’s that concrete objectives were developed and achieved in this area. The history of these certifications characterises LS (this can also be analysed in the timeline presented at the start of this report). LS stand out as it is the first transport company to obtain certification by IPQ, since currently there is Group certification. Ensuring Quality is the responsibility of all the Group employees in accordance with the policy defined (see LS Profile). LS carries out a constant monitoring of the operationalisation of this policy, evaluating the service levels provided, the customer satisfaction levels, the results of the internal and external audits, the complaints received and the various narrow communication channels established with its clients. When developing a High Responsibility and Quality Service, LS works to: • Meet the expectations of clients, affording innovative, flexible solutions; • Ensure high quality standards for the own and subcontracted fleet for internal logistics’ operations and for the sales and technical assistance services for semi-trailers; • Ensure high safety standards of products, including food safety, during the course of its involvement in the supply chain. Sustainability Report 2009 | ENGLISH For this reason, the Food Safety Management System (ISO standard 22000:2005) is a strategic factor in terms of the quality of the product and service to the client, being at an implementation stage in the areas of Transport, Logistics and Maintenance of Vehicles (disinfection). 03.3| Quality of the subcontracted fleet The transport activity is currently 50% supported by its own fleet and 50% by resources to subcontracting. In 2009, as regards the fleet subcontracted on a permanent basis, 62% are trailers (40 tonnes of gross weight) and the remaining 38% of trucks between 3,5 tonnes and 26 tonnes of gross weight. 03.3.1| Training The training model for the suppliers of transport on a permanent basis has as its main objective, to endow the with the practical and technical knowledge in accordance with the LS quality assurance system and compliance with the standards deriving from the specific requirements or legislation of Clients. This training process is made up of two clearly differentiated parts: Integration Training and Ongoing Training. In the context of ongoing training, 2009 saw the staging of the event “A Trip Around the Operations” which set out, in a formal, relaxed environment to: • Provide training to the Permanent Hauliers in specific activity areas, having provided the following contents: Driving and Rest Times, Use of 26 Digital Tacograph and Functionalities of the LS Portal (suppliers module) in terms of Billing and Payment; • Provide socialisation whereby there can be the creation/strengthening of ties of trust; • To inform, in entertaining fashion, about the other side of operations, enabling partners to improve the knowledge they have about the management of transport at Luís Simões. At the end of the day the Team TP 2009 was elected. Business Area Companies Indicator 2008 2009 DLS 98% 98,6% LSL 96% 97,2% TI 98% 99,5% Logistics Transport On-time Service Level On-time Global Table 2 - Mean Service Level Value 03.4| External Audits The clients of LS carry out regular audits of their processes. During 2009 thirteen clients carried out 26 audits on the operating procedures followed at LS. Team TP 2009 03.5| Communication with clients During the course of the contractual relationship with the clients, meetings are held to analyse technical issues, structure the development of partnerships, plan future commitments and/or establish the bases for new business. 03.5.1| Customer satisfaction survey (ISC) Customer satisfaction surveys have been carried out since 1997 on an annual basis, aimed at the main clients of the various businesses both in Spain and Portugal. Service Levels The service level indicators are measured every day, allowing a monthly reflection on the quality of the service provided and any measures to be implemented. The table below sets out the results of the customer satisfaction surveys since 2006. In 2009 it can be observed that the overall satisfaction value (LS) remains at 80%. At ISC 2009 the flexibility and analysis capacity regarding the needs and response capacity regarding new or unexpected situations were some of the most relevant factors in the evaluation carried out of the performance of LS by its clients. Sustainability Report 2009 | ENGLISH 27 Company 2006 2007 2008 2009 DLS 71% 75% 74% 69% LSL 57% 74% 78% 79% R&S 72% 74% 72% 81% TI 83% 87% 88% 90% LS 73% 80% 80% 80% Table 3 - Evolution in the customer satisfaction level at the ISC 03.5.2| Quality Forums Sustainability Report 2009 | ENGLISH II Quality Forum LS, Madrid IV Quality Forum LS, Carregado The Quality Forums are prime events for sharing knowledge with clients in areas which affect the supply chain and competitiveness of the companies which operate thereat. For this reason, it is important that the concepts and strategies of the quality can be aligned between clients and suppliers in the search for more efficient solutions for the logistical process. In 2009 the 4th edition of the Quality Forum was staged in Portugal and the 2nd Edition of the “Quality Forum” in Spain. (see Internal and External Communication) 28 Sustainability Report 2009 04 Ensuring Financial Robustness 04| Ensuring Financial Robustness 04.1| Framework 04.2| Main consolidated indicators The evolution of the economic performance of LS results from a sustained business strategy which has bestowed it a leadership position which it has in terms of the goods haulage sector in Portugal and which has also allowed it to found the basis for its positioning as one of the most important logistical and transport operators in the Iberian Peninsula. The table below shows the main consolidated economic indicators associated with the activity of LS in recent years. In order to drive the increase in revenue deriving from its activity and ensuring the financial robustness of the Group, LS is committed to: COL Gaia • Promoting the Results retention policy, strengthening its Equity and consequent financial balance; • Adapting the time structure of third parties capital to the nature of the financial investments; • Efficiently managing the Client portfolio, focusing on the reduction in the PMR (Mean Receipt Timeframe), ensuring the financing of the operating cycle. Thousands Euros 2006 2007 2008 2009 158.190 173.225 172.539 175.825 Net Results 3.348 2.641 -663 1.424 Depreciations 9.751 9.624 10.739 12.597 EBITDA 11.790 12.905 10.731 18.428 Fixed assets 47.264 58.709 71.723 107.900 Clients 45.757 49.685 43.926 45.969 Total Assets 112.822 130.926 135.668 167.490 Equity 30.351 32.944 32.085 47.739 Total Liabilities 82.468 97.980 103.582 118.552 Staffing Costs 31.448 37.419 42.119 45.622 Employees 1376 1612 1731 1806 Financial Autonomy 27% 25% 24% 29% Sales + Services Rendered Table 4 - Main consolidated economic indicators Sustainability Report 2009 | ENGLISH 30 In 2009 LS managed to surpass the commitments it had set itself, hence: Financial Autonomy stood at 29%, reflecting its sounder financial structure. The evolution in the operating activity of Luís Simões was very positive, helping the EBITDA to grow by 72%. The strategy followed by the company, highly geared towards the optimisation of processes, was vital to endow Luís Simões with this indicator level. 04.3| Macroeconomic analysis 2009 World economic prospects are still showing signs of improving and the turning point for a recuperation occurred in the 2nd quarter of 2009. The aggressive stimulation of the monetary and budgetary policies undertaken in the main economies; Record low interest and mass injections of liquidity, stabilised the financial system and facilitated a correction to the high levels of indebtedness amongst companies, families and financial institutions. Notwithstanding the trend for an increase in unemployment recorded worldwide in recent months, private consumption indicators have shown a relatively favourable evolution in some economies, more in the United States, though less in the Euro Zone. The economic scenario for 2010 has been marked by the continuation of the recovery in the main economic areas, though at differentiated rates, and by the persistence of some risk factors which shall determine, at least in the so-called developed economies, tendentially moderate growth. It is estimated that real growth in world GDP outside the Euro Zone has fallen on average 0.6% in 2009, though assuming that it will increase by 3.5% in 2010 and 3.9% in 2011. As regards the Euro Zone, there have been evident concerns with the growing budgetary imbalances of some economies, particularly Greece, Ireland and Spain. In the Spanish economy, the signs of slight improvements in the main economic indicators have not been sufficient for Spain to get out of the recession during the next year. According to the analysts, 2010 will be a year of stabilisation and not of recovery, with the economy contracting 0.3%, a value which is more positive than the forecast for 2009 which suggests a contraction of 3.6%. Sustainability Report 2009 | ENGLISH The growth in GDP in the Euro Zone returned to positive values in late 2009 and various factors may have driven this growth such as the budgetary stimulation packages, the stocks cycle and commerce acceleration. However, the expectation is that this growth trajectory will remain lower than before the recession owing to the need to correct the balance sheets in various sectors and the fact that consumption is limited by poor prospects as regards the employment market. It is foreseen that after recording a rate of 0.5% in 2008, the real growth in GDP stands at between –4.1% and –3.9% in 2009, recovering to between 0.1% and 1.5% in 2010 and between 0.2% and 2.2% in 2011. Amongst the internal components of the GDP it is expected that total investment will continue to fall until early 2011, though at an ever lower rate. In this context, the mean annual rate of inflation should stand at 0.3% in 2009, projecting an increase to value falling within the interval of 0.9% to 1.7% in 2010 and between 0.8% and 2% in 2011. This projected evolution for 2010 and 2011 mainly reflects the increase in prices of raw materials. The prospects for the Portuguese economy are characterised by a gradual, moderate recovery. Because it was in a bad economic climate, it did not go down like the other economies, but it is foreseen that it will not recover and much as the latter. The mean growth in GDP in the period 2001-2005 was considerably less than that observed in the period 1991-1995 (0.9% compared with 2%) projecting an even lower amount in the period 2007-2011 (0,2%), revealing the unprecedented nature of the current recessionary stage. However, it should be stressed that in the context of the economic and financial crisis worldwide, the Portuguese economy showed some robustness factors, in particular the absence of overvaluation of prices on the real estate market and the maintenance of a relatively favourable situation regarding its banking system. Growth in GDP of 0.7% is foreseen in 2010 and of 1.4% in 2011 after a contraction of 2.7 % in 2009. As regards inflation, this is to set fall 0.9% in 2009 after a 2.7% increase in 2008. The rate of inflation shall registered positive values again in 2010 of 0.7%, increasing to 1.6% in 2011. 31 Actual Values 04.5| Analysis of the Logistics Sector Projections 2006 2007 2008 2009 2010 2011 Euro Zone 3,1 2,8 0,7 -4,1 a -3,9 0,1 a 1,5 0,2 a 2,2 Spain 3,9 3,7 1,2 -3,6 -0,3 1 Portugal 1,4 1,9 0 -2,7 0,7 1,4 Table 5 - Annual Growth in GDP (%) 04.4| Analysis of Haulage Sector The Goods Haulage Sector had a very difficult year in 2009 which led to a string contraction in the market a reduction is estimated in the market value of over 20% and in the Iberian peninsula as a whole it is now worth around 18 to 19 Million €. This reduction was particularly notable on the national Spanish market in the operations between the two countries. There was a clear reduction if demand of haulage activity, the upshot of the negative economic growth recorded both in Portugal and in Spain and which was more serious for this sector bearing in mind that the sectors which reduced most generated transport, such as civil construction and car production, for instance. On the other hand, in a year of pronounced economic crisis throughout the sectors, there was a trend towards price reduction and the haulage price was not immune to this. The scarcity of demand and the reduction in prices made the haulage activity unsustainable for haulage companies which inevitably had to close. This closure of companies, in the main Size was very significant and at a much higher rate, compared with that occurred in previous years. Self-evidently, this increase in the rate of closure of companies did not alter the sector feature, characterised by high dispersion. It is estimated that the number of haulage companies operating on the market is still well above 100 thousand companies, with more than half only having 1 vehicle. For 2010 the start of a movement to reverse the cycle is expected, but which will still no allow increases in the market volume to be registered in € or tonnes transported. The evolution in the price of fuels shall be decisive for the performance of companies operating in this sector, as in view of the fragility of demand, the pressure trends towards price reduction will surely continue to be the order of the day. Sustainability Report 2009 | ENGLISH The Logistics’ Sector has always been characterised by intense dynamism: in the last 15 years mean annual growth in the logistics’ market in the Iberian Peninsula was over 15%. However, in 2009 this sector was not immune to the crisis and it is estimated that growth has been positive, but slightly less than 1%, thereby confirming that this was a particularly hard year for all economic agents, but also that this sector consistently maintains growth indices greater than those of the economy in general. In 2009 this market represented over 4 billion Euros, corresponding to around 300 companies. The growth dynamic which has characterised this market has been clearly supported by the continued trend to outsource logistical operations by clients who have been opting to transfer to logistical operators activities involving the storage, handling and distribution of their goods. In the contexts of recession or economic crisis it is anticipated that this tendency to outsource will not slow down and may even speed up. The Iberian Peninsula has been registering annual growth rates of 9% of the level of outsourcing logistical operations and the relative proportion of external operations in the market total is still less than many other developed countries. The market is set to keep growing with the entry of new clients. The level of concentration of this market is high as the 10 largest logistical operators represent over 50% of this billing and it should be stressed that only a small part of these operators have the capacity to provide all-in logistical services throughout the Iberian peninsula. In 2009 it became clear that the largest Iberian operators had suffered from the crisis and had recorded reductions in the levels of sales and returns. Growths in activity were only registered with those operators who had the capacity not only to maintain their Client portfolio, but also to win over new clients from rivals or in processes involving new outsourcing of logistical operations. For 2010 it is expected that the rate of growth of the market will remain low. The effects of the crisis remain but it is not clear what the rate of evolution of the economy will be in this period. In this context it is clear that new adversities will arise, but there will be opportunities too. Clients expect competitive variable costs from logistical operators, the capacity to arrive every day at their points of sale meeting deadlines and delivery requirements, permanent technological innovation, so that the logistical variable will be a differentiating factor which they can incorporate into their value chain and which will enable them to be more competitive. 32 04.6| Economic Performance In a year in which the world economic context was highly unfavourable, with a slowdown in the main economies, the Consolidated Sales volume of the Group stood at 176 Million Euros, the equivalent to growth of 2%. Evolution in Sales (Thousands Euros) 176.338 173.225 172.601 158.190 2006 2007 2008 Sales Volume by Business Area (Millions Euros) Legend Iberian Haulage 7 68 2009 101 Iberia Logistics Diversificação Sustainability Report 2009 | ENGLISH The core business activities of LS increased its activity by 3%, reflecting the constant concern of Luís Simões with following the demands of its clients, the ongoing innovation of processes which ensure high service levels and allow an increase in the competitiveness of the Group in the sector where it operates. The Business Unit, Transportes Ibéricos, recorded a negative variation in its Sales volume of 0.9%, though much lower than the contraction estimated for this sector in the Iberian Peninsula -20%, 2009 was a year characterised by a major retraction in demand, economic stagnation in Portugal and particularly in Spain, a country which has been the major engine of this market in recent years, had decisive impacts on the triggering of this scenario. The Business Unit Logística Ibérica registered growth of 9.2% and there was a growth in activity in current and new clients, as well as the contractual extension with some clients referred to as being structural to the business. Diversificação, a Business Unit which is complementary to the other activities of the Group, registered a fall of 11.8% in its sales volume, reflecting the financial difficulties of small hauliers, its main clients. 04.7| Main events in 2009 The performance turned in by various companies of Luís Simões is the impact of the consolidation of several projects which have been developed and which shall be decisive for Luís Simões to keep asserting itself with the soundness and stability which characterises it, being positioned amongst the first logistics’ and haulage operators in the Iberian Peninsula. Examples include: • The implementation of the “E@sy7” project which allowed an increase in the degree of automation in the relationship with suppliers by way of the use of the LSnet portal and the electronic self billing, also strengthening the credibility of the company as regards compliance with payments; • formatting of a Business Intelligence tool in the hauliers business, deploying a mixed team with the participation of external consulting which will allow monitoring which is closer to those variables which are key to the business; • A sustained commitment to the Outsourcing of haulage services by way of the segmentation of hauliers into three groups in accordance with the quality of the fleet and the duration of the contracts, associated with specific loyalty programmes, allowing a commitment to be made to 33 • • • • these resources which are increasingly more strategic to the growth of Luís Simões; The operation at its fullest potential of the new Logistical Operations Centre of the Future, opened in November 2008 at the logistical centre of Luís Simões in Carregado. This new warehouse, semi-automatic, allowed the winning over of new clients to be supported, attaining occupancies of over 80% in the first year of activity and meeting the objectives foreseen for the project; Strengthening of the management team so as to meet the increase in activity and the entry of new clients, ensuring a great command of logistical processes and displaying the capacity to maintain the commitment to the quality of the service rendered to the current clients, simultaneously ensuring the winning over of new clients in new segments; increase in the competence of those services which do not constitute the Core Business of Luís Simões, ensuring an increase in productivity and the capacity to absorb new activities, businesses or companies; Quest for new solutions for the development of activities in the North of Portugal, having visited dozens of sites and maintained contacts with local governments and various investors. 04.8| Prospects for the future 2010 is viewed as a year for the start of the economic recovery with positive impacts expected in the Group. On the one hand, it is expected that there will be reductions in sales in recent years, to wit on the market between Portugal and Spain, gave rise to a recovery in activity, however slight. In the meantime, the market will continue to move prioritising the competence of the operators and it will not be easy for companies which fail to adapt to the new times. In this regard, Luís Simões, having positioned itself as a Leader in the segments where it acts, will concentrate during 2010 in areas defined as being priorities and vital, to wit: • Focus on clients and the market, giving priority to the growth of the business with the winning over of new clients, either in the current segments or in new market segments and the economic climate may favour logistical outsourcing processes by clients; • Maintenance of investment in the development of information Sustainability Report 2009 | ENGLISH technologies which support a structured domain of all the logistical and haulage processes and allow more and better management information to be obtained. In this context the following should be mentioned: • Completion of the project to develop an application to manage CoPacking activity; • Maintaining the commitment to implement the Radio frequency in all operations; • Introduction of new management information modules in the Business Intelligence tool (Individual Productivity, Fleet Management, HR Indicators); • Implementation of the Supplier Portal, with a view to ensuring greater speed in the access to information both internally and in the relationship with suppliers. • In 2009 it was the company’s intent to proceed with the implementation of the haulage management project in intermodal format. However, and in view of the enormous reduction in activity recorded throughout the Iberian Peninsula, the conditions have not been met to put it into practice. This reduction in activity was more than evident, not allowing assurance in terms of critical mass (in terms of haulage volumes) which managed to face up to the hefty investments associated with the project. For 2010 and as regards intermodality, we will still be attentive to any opportunities which prove advantageous to the company. • The prospect for 2010 of the Real Estate Activity will be focused on the following points: • In the day-to-day management of the existing assets; • Continuing to promote the initiatives conducive to the materialisation of new investments in Gaia; • Materialisation of a reference solution for the activities of Luís Simões in Madrid; • Carrying out of works relating to the Azambuja Transport Terminal. This terminal, which is expected to be the first of many within the company, shall clearly characterise the alteration to the model in terms of the management of transport operations. The Financial Statements and the Annex to the Balance Sheet and the Consolidated Profit-and-Loss Account are in Chapter 13 (Accounts). 34 Sustainability Report 2009 05 05| Innovation and Vanguardism 05.1| Setting 05.2| Innovation in Transport and Logistics For LS Innovation is a strategic factor for gaining competitiveness, constituting one of its vital values: The technological solutions adopted by LS encompass electronic interfaces for exchanges of messages between partners, knowledge of the positioning of the fleet in real time, radiofrequency to control the operation of the warehouses, voice picking, B2B portal and more recently, an automatic warehouse. Innovation Focusing on management in structured processes supported by modern technological systems, contributing to the development of competitive advantages as regards the market. In Valores LS LS started its computerisation in the 1980’s and during the course of a decade supporting its activity deploying technological tools which enable it not only to manage the business effectively and efficiently, but also to provide its clients with innovative services solutions. Organisationally speaking, LS has a structure which we can consider as the incubator of innovative projects and procedural improvements: • Information System Management; • Process Areas in each group company which establish the link between the needs of the businesses and clients and the Information System Management, ensuring the innovation or optimisation in the processes and services. LS promotes Innovation and Vanguardism in the following way: • Implementing a culture of innovation to service levels, process and organisational, increasing the efficiency and creating value for the client and for the Group; • Adopting the best solutions available for the exercising of activity and anticipating, whenever possible, the needs of the clients and compliance with the regulatory requirements. Sustainability Report 2009 | ENGLISH In 2009 the Business Intelligence (BI) projects stood out regarding indicators whereof we are presenting “HyTI” and Self billing in the “E@sy7” transport area. Luís Simões proceeded with the implementation of the “HyTI” project based on the Software Hyperion and which has an application in the Iberian haulage area of Luís Simões. With this project a personal page was designed which allows the access of various employees of the company to their management indicators, as well as to other information relevant to its function. The project had an overall framework which allowed the macroprocesses of the company to be defined and the most relevant points which have to be controlled at any time, so as to dominate the service level to the client and the profitability of the operations. This application follows the use of this software in other areas of Luís Simões and constitutes a key tool for the alignment of all the management structure with the company strategy, in addition to decisively contributing to a greater command of the key variables. It is believed that the gains in productivity and the gains in effectiveness in the management of the variables largely compensate for the costs of this investment. This project promoted the study of new computing tools and methods with competitive advantages or differentiating factors of the business, adopting the best solutions available for the exercising of the activity and anticipating, wherever possible, the needs of the clients and compliance with the regulamentary requirements; 36 E@sy7 The haulage area of Luís Simões proceeded with the implementation of E@sy7, a customised electronic invoice platform which enables subcontracted hauliers: transporting, delivering the goods and receiving the respective payment in 7 days. With E@sy7 subcontracted companies have real gains in terms of treasury liquidity, enabling Luís Simões to ensure that the whole transport and service chain to the client is ensured, a factor which is more relevant in the context of an unfavourable business climate in which we live. The hauliers thereby benefit from a system which allows the great ease of relationship with the contracting company, with total command of the process. They ensure that the whole billing process is in accordance with the legal requirements, deploying simple, low-cost technologies, such as sms or email. In this way, invoice sending and mailing costs are eliminated and all invoices can be consulted on a digital file. This project is clear proof of the attitude of Luís Simões towards Sustainability, ensuring the innovation and simplification of processes, combined with gains in the transport chain, in the financial robustness of our subcontracted parties which are vital in our activity. Presence in the 4th Innovatin days, Lisbon Innovation and Development was ensured in 2009 with an investment by LS of 1.1% as regards the sales volume. Sustainability Report 2009 | ENGLISH 37 Sustainability Report 2009 06 Attraction, Training and Retention of Employees 06| Attraction, Training and Retention of Employees 06.1| Framework Portugal Total LS DLS 441 441 567 567 LSG 78 78 75 75 LUSISEG 14 14 9 9 RETA 10 10 9 9 SOCAR 60 60 49 49 SOLMONINHOS 1 1 TLS 684 684 628 628 TR 4 4 4 4 Spain The employees of LS are at the centre of its values: Respect for People Spain Total LS 2009 Portugal 2008 Ensuring the ongoing qualification of all employees, developing skills for different, challenging performances of activities with quality and in safety. In Valores LS Over its 60 years of existence, LS has contributed to the creation of employment in 22 places (sites) where it is present, as well as in the more interior areas of the Iberian Peninsula. The responsibility for the evaluation and compliance with the human resources and training policies lies with the Corporate Management for Shared Services. LS wishes to continue to : • Boost the attraction and retention of employees with potential; • Ensure the continuity of the management capacity by way of the qualification and motivation of the people; • Boost professional development and personal achievement; • Transmitting a vision of the company committed to its professionals and to its development; • Contributing to job creation in areas socially unoccupied by way of the contracting of drivers. 06.2| Employees Company LSL 304 304 288 288 LST 157 157 180 180 Total LS 461 1292 1753 468 1341 1809 Permanent Staff 766 294 1060 99 489 588 Fixed-term contract 526 167 693 369 852 1221 Total LS 1292 461 1753 468 1341 1809 Male 1030 345 1375 341 1043 1384 Female 262 116 378 127 298 425 Total LS 1292 461 1753 468 1341 1809 Type of Contract Gender The population of LS is made up of a permanent staff structure of around 1809 employees, divided between Portugal (1341) and Spain (468). All LS employees work full time and the vast majority forms part of the permanent company staff structure. Table 6 - Number of employees by gender and by type of link Sustainability Report 2009 | ENGLISH 39 LS does not make any kind of discrimination as regards recruitment. In 2009 the origin of its employees showed an evident dispersal in the figure (which corresponds to 28 countries) which shows the multicultural nature of the LS organisation. Distribution of employees by nationality Legenda 2% 1% % Quantity % Elementary/Obligatory 1027 59% 1054 58% Secondary/Professional 564 32% 598 33% Higher Education 148 8% 138 8% Post graduation/Masters 14 1% 18 1% Table 7 - Distribution of employees by academic qualification Africa 88% Eastern Europe Graphic 1 Latin America Others 2009 Quantity Qualifications Portugal and Spain 4% 5% 2008 The activity sectors where LS is involved are characterised by the need for employees specialising in Logistics and Transport. Hence, the vast majority of its active workers has professional training qualified in these sectors. In Diversificação LS has professionals qualified in various areas, from metalworkers or mechanics to operational insurance technicians. The warehouse operator (482) and driver (593) functions thus emerge as the most representative of the LS population (around 60% of this universe). 2008 Number % Number % Warehouse Operators 391 22% 482 27% Drivers 638 36% 593 33% Most Representative Functions 2008 Portugal and Spain 2009 2009 1530 87,28% 1590 88% Africa 47 3% 88 5% Eastern Europe 88 5% 45 2% Latin America 77 4% 73 4% Others 11 0,63% 13 1% 06.4| Distribution by age bracket and gender LS has an average age of 36, with almost half of employees being aged between 30 and 40 and 24% being under 30. Despite having a young team, around 46% of employees have worked at LS for over three years. Age 06.3| Qualification and categories One of the essential factors of the strategy of LS has always been a commitment to the professionalisation of its employees. Sustainability Report 2009 | ENGLISH 2008 2009 Under 30 24% 24% Between 30 and 40 49% 48% Between 41 and 50 22% 22% Over 50 5% 6% Average Age 36 36 Table 8 - Distribution by age bracket 40 The wage policy of LS is clear and uniform, not allowing any type of wage discrimination owing to the gender, origin, religion etc.. The female population represents 23% of the total number of employees. Female Operators at the Warehouse 2008 2009 Portugal 22% 21% Spain 18% 19% Table 9 - Percentage of female sex in operations In teams which ensure the operationality of the logistical activities 24h/24h, over 20% of employees are women. staff reflects the major commitment of LS to the qualification of its operating staff by way of Internal Training. In 2009 LS carried out over ten thousand hours of training for drivers. The training contents include themes such as defensive driving and driving times. Company 2008 Hours of Hours per Training Employee 2009 Hours of Hours per Training Employee TLS 7.272 11 5.261 8 DLS 9.454 21 13.358 24 DIVER 2.377 28 1.307 20 LSG 3.983 50 1.989 27 LSL 6.749 22 4.628 16 LST 4.487 29 4.991 28 Total of Hours 34.321 27 31.533 20 Table 10 - Number of hours training by company The investment of LS in the attraction, development and retention of its employees has allowed a response to be given to the growing needs of your business. The time of admitting new employees is crucial for the success of their integration in LS. For this reason, the majority of new admissions are supported by Welcome and Integration Plans specific to the functions to be performed. As regards training, LS provides great emphasis to the qualification and development of its operating duties – Operational Training. The internal trainer Sustainability Report 2009 | ENGLISH Training Course 06.5| Attraction, retention and professional development Training Permanent Staff is a constant commitment by way of the annual promotion of the participation of high-potential employees in company management programmes at institutions like AESE (the Association of Higher Company Studies) or the San Telmo Institute. As a commitment for 2009 we assume the implementation of the Talent Management project with the involvement of 80 employees with high potential. The objective was overcome, commencing the project with over 180 employees. This project foresees medium-term results and aims to empower high-potential employees for the challenges of LS businesses. 41 Sustainability Report 2009 07 07| Health and Safety at Work 07.1| Framework 07.2.2| Monitoring of accidents at work and their causes The concern for safety is stated in the LS values: Ensuring the best working conditions with preventive actions, In 2009 170 accidents at work occurred (124 in Portugal and 46 in Spain) whose seriousness index2 stood at 9.46. There was a 1% reduction in the number of accidents at work compared with 2008. The following Frequency Indices3 corresponded to said accidents at work: so as to eliminate the risks inherent in the activity and preserving the welfare of employees In Valores LS LS seeks to promote and maintain at workplaces conditions which ensure the physical and mental integrity of employees, helping them to oversee their health. Practising Health and Safety at Work is the responsibility of employees in accordance with the policy defined (see LS Profile) and their monitoring is ensured by the Health and Safety at Work office which investigates accidents at work, ensures compliance with medical exams and evaluates operating practices from the perspective of its ergonomics. Health and Safety at Work is a prerequisite for a sustainable future. For this reason LS has made efforts with a view to: • Monitoring and mitigating the risks associated with the activity; • Ensuring the appropriate means for promoting health and safety in professional performance; • Improving ergonomic conditions and the environment at workplaces; AT: Frequency Index of LS Legend 2008 0,24 0,25 2009 0,16 0,20 0,12 0,15 0,10 0,09 0,08 0,13 0,10 0,10 0,04 0,05 0,00 0,02 TLS DLS LSLI Socar LSG Graphic 2 - Frequency Index for accidents at work at LS 07.2| Monitoring and mitigating risks associated with the activity 07.2.1| Risk prevention 914 hours of training actions were carried out in Portugal and 1.147h in Spain as regards Risk Prevention, alerting of the main dangers and risks inherent in the activities carried out at the organisation. A total of 2.061h were provided, exceeding the objective of 190h in prevention of Safety at Work. Sustainability Report 2009 | ENGLISH 43 2| Seriousness Index = Accumulated no. of days absence /Total no. of workable days 3| Frequency Index = No. of Accidents at Work/Total no. of employees Absenteeism associated with accidents at work in 2009 was as follows: Legend AT: Absenteeism in Working Hours and Total Hours 12000 10000 5080h 5040h 6000 TLS DLS 240h 25 d 30 d SOCAR LSG 630 d 4000 200h Hours 8000 6288h 635 d 1800 1600 1400 1200 1000 800 600 400 200 0 786 d Day Day 14000 2000 0 LSLI Graphic 3 - Abseentism associated with accidents at work at LS The main causes of the accident at work have as their origin of unsafe acts of some employees and unsafe conditions, internal and externally, in which some activities are developed. 07.3| Health surveillance LS has been carrying out periodic check-ups of its employees over recent years. In 2009 1,167 medical check-ups were carried out on LS employees in Portugal and 311 in Spain - in Spain it is not compulsory to carry out periodic medical check-ups. In addition to the normal surveillance of health of its employees, every year LS promotes other health prevention and protection actions, open to all employees in Portugal whereof the following is highlighted: • Scans: PSA and mammography • Glycaemia scan • Anti-flu vaccination • Random alcohol scan Sustainability Report 2009 | ENGLISH 44 Sustainability Report 2009 08 08| Promoting Road Safety 08.1| Framework 08.2| Training for security The nature of the activity of LS entails that, every year, hundreds of people travel over 120 Million kilometres in its pay. The safety of these employees and suppliers, as well as of the other road system users, self-evidently uses a top position in the concerns of LS. In 2009 in the ongoing training programme which covers all drivers, 4,060 hours were provided, inter alia, the modules: Driving Style, Health and Safety at Work. This commitment to safety has led LS to be one of the first goods haulage and logistics organisations in the Iberian Peninsula to subscribe to, in 2008 in Portugal, the European Road Safety Charter (CESS). The Road Safety indicator assumed by LS was the “Percentage of drivers with 500 or more days, without any type of accidents”. The goal suggested for the commitment was 60% at the end of 2009. % Drivers with 500 Days or + without Accidents 2009 2008 2007 59% 53% 52% The objective of 60% of drivers was not achieved, attaining 59% demonstrating the improvement obtained in the last 3 years. Road safety is a priority in which LS intends to keep investing: • Promoting good driving practices by way of training and monitoring performance and rewarding good behaviour; • Ensuring suitable working conditions for drivers from the perspective of ergonomics and of the driving and rest times; • Ensuring the preventive maintenance of the vehicles; • Creating communication channels regarding road safety, monitoring accidents and assuming commitments with a view to their reduction. Sustainability Report 2009 | ENGLISH 08.3| Recognition In 2009 IRU Honour Diplomas were assigned (International Road Transport Union) to three LS employees and the presentation ceremony was scheduled for 2010: José Marques LS Driver for 25 years António Isidro LS Driver for 23 years 46 Rui Justino LS Driver for 19 years Logo IRU Ceremony of Delivery IRU Honour Diploma Together, these three employees have already travelled 8,000,000 kilometres without accidents, the equivalent to 200 times around the Earth. This distinction is assigned every year by the IRU Presidency. Of the totality of criteria borne in mind by IRU the following are highlighted: a)A minimum of 20 years exercising the profession in uninterrupted fashion and having carried out, as a professional driver, as a minimum, a million of km in national or international transport; b)That the driver, in the last 20 years, has not caused, by its own responsibility, any serious road accident; c)It has not seriously breached road, customs or administrative stipulations of your its own and other countries in the last five years. 47 Sustainability Report 2009 | ENGLISH © PEFKOS/FOTOLIA Sustainability Report 2009 09 Energy Efficiency in the Transport of Goods 09| Energy Efficiency in the Transport of Goods 09.1| Framework 2009, is a reflection of the ongoing concern of the company both environmentally (reduction in GEE emissions)and in terms of energy efficiency. The haulage sector is characterised by its consumption of oil derivatives and the consequent emissions of Greenhouse Gases (GEE). This concern is stated in the LS values: Implementing good environmental practices, reducing the adverse effects resulting On-board Computer in the Truck from the activity (...). In Valores LS LS considers the management of these impacts as a challenge and a differentiation factor compared with the competition, having anticipated the application of the environmental legislation in this regard, being committed to more eco-efficient motorisation at the time of the renewal of the fleet. Compared with the previous year, in evolutive terms, the relative proportion of the traction fleet equipped with Euro V engines rose from 14.7% at the end of 2007 to 38.2% in late 2009. This series of vehicles, more environmentally friendly, is equipped with an automated gearbox and a standard Euro V engine with SCR technology (Selective Catalytic Reduction). Evolution in the distribution of the LS fleet by type of Euro standard Legend 81,8% 90,0% 80,0% 70,0% 09.2| Investment in own fleet LS strengthened the investment in vehicles equipped with engines which comply with the Euro V Limits of the Community Directive on polluting gas emissions. The anticipation, as from 2007 of the entry in the fleet of vehicles which comply with said standard, which become compulsory in Europe as from September 1st Sustainability Report 2009 | ENGLISH 2009 2008 62,3% 57,3% 2007 60,0% 50,0% 40,0% 38,2% 33,0% 30,0% 14,7% 20,0% 4,6% 4,5% 3,1% 10,0% 0,0% Euro V Euro IV 0,0% 0,2%0,2% Euro III Euro II 0,0% 0,0% 0,2% Euro I Graphic 4 LS materialises the energy efficiency in the haulage activity in the following way: • Promoting efficient motorisations, alternative fuels and inter and comodality solutions; • Optimising the routes, reducing the non-revenue kilometres and increasing the vehicle occupation rates; • Investing in training about eco-driving; • Monitoring fuel consumption, emissions of greenhouse gases and particles; • Investing in the relationship with haulage subcontracted parties and other suppliers, supporting them in the growing adoption of sustainability criteria. 49 The Euro V engines, compared with the vehicles which comply with the Euro III standard, allow the reduction in NOx emissions (Nitrogen Oxide) by around 60% and the emissions of particles by around 80% by way of greater effectiveness in the combustion system, in conjunction with the selective catalytic reduction system (treatment of exhaust gases with the additive Adblue). 09.3| Driver performance The activities carried out in the context of this project were supported by a strong process to form and develop applications, reports for analysis and the monitoring of data and a team to control results and the correction of deviations. The implementation of this project had a major impact on the consumption of fleet fuel, displayed in the table below which in 2009 shows a reduction in the mean fuel by 3.4% compared with the reference year (2007) and a 1.1% reduction compared with last year. 2007 2008 2009 Variation 09/07 Variation 09/08 Truck 3.5 tons 17,3 16,6 16,1 -7,2% -3,2% Truck 12 tons 29,3 27,5 27,5 -6,2% -0,1% Truck 19 tons 32,6 32,6 32,7 0,3% 0,5% Truck 26 tons 32,6 28,8 0,0 Mega Tractor 38,4 37,8 37,1 -3,5% -2,0% Normal Tractor 37,7 36,9 36,8 -2,4% -0,3% TI Fleet 37,4 36,5 36,09 -3,4% -1,1% Type of Vehicle * Mean Consumption - Litres by 100 kms Table 11 - Mean fleet consumption (l/100km) Sustainability Report 2009 | ENGLISH LS Driver Based on suitable equipment, the driver’s performance is another of the key pillars for the reduction of the associated energy consumption and environmental impacts. Aware of this fact, in February 2008 LS launched the Eco-Driving project with a view to obtaining a reduction in fuel consumption by 500 000 litres. 2009 2008 2007 GEE Emissions (ton CO2eq/l)/1000 km 1.003 1.015 1.0 Variation compared with reference year (2007) -3,4% -2,3% Table 12 - GEE Emissions associated with the fleet Note: The indicator was altered and calculated on total consumption and did not allow the analysis of the reduction in GEE associated with fuel consumption management, setting out the effort of the organisation in the GEE reduction. The analysis of GEE emissions of the own fleet by way of a comparison with the reference year (2007) before the Ecodriving project allow the identification of the reduction in the average fuel consumption as a decisive factor in this reduction. 09.4| LS subcontracted fleet The mean age of the subcontracted fleet is 7 years, there having been a 1 year reduction compared with 2008. 50 Distribution of the Subcontracted fleet by mean Legend 25 DLS LSL Years 15 Graphic 5 TI 20 10 5 0 -5 Analysing the distribution of the vehicles by Euro standard, it can be observed that the group with the greatest relative proportion is that of the Euro III vehicles, but it is worth emphasising the relative proportion of the EURO IV and V vehicles which, as a whole, already represent 30% of the subcontracted fleet, corresponding to a 12% increase on 2008. Distribution of the Subcontracted fleet by type of Euro Legend Euro I 23% 4% 6% Euro II 19% Euro III Euro IV Euro V S/ Euro Graphic 6 7% 41% 51 Sustainability Report 2009 | ENGLISH © RUTA SAULYTE/FOTOLIA Sustainability Report 2009 10 Environmental Performance of the Installations 10| Environmental Performance of the Installations The environmental performance of the installations, to wit their energy efficiency, water consumption and waste management forms part of the concerns of LS and is reflected in its business management. energy consumption, the analysis included relates to the indirect emissions by the number of pallets stored by year. This information allows an understanding that although there is an increase in energy consumption, this is not very significant. Implementing measures to minimise environmental impacts deriving from the activity, as well as Energy Consumption - Facilities the management and control of the waste produced, raising the awareness of the employees for Legend behaviour and habits which promote the protection of the environment. 2009 In Política de Ambiente LS The implementation of this policy is the responsibility of all the employees, being coordinated by the Sustained Environment and Development Office since 2007. 10000,00 8000,00 MWh The materialisation of the environmental policy is ensured the following way: • Promoting energy efficiency in terms of warehouses, technical assistance centres for heavy vehicles and offices; • Promoting the correct management and enhancement of waste; • Monitoring water consumption and promoting its reuse. 2008 12000,00 Graphic 7 10.1| Framework 6000,00 4000,00 2000,00 0,00 LS TOTAL Lusiseg LSLI SOCAR DLS LSG 10.2| Energy efficiency and associated emissions The consumption of electrical energy presented since 2008 considers the logistical operations’ centres, the technical assistance centres and the administrative areas of Portugal and Spain. It should be stressed that the logistical sector units are those which have the highest energy consumptions (DLS and LSLI), representing the majority of the installations. The energy consumptions presented result in the emissions of gases into the atmosphere, to wit GEE. The table below shows the GEE emissions associated with the LS installations, the indirect emissions resulting from the use of electrical energy. Since the Logistics units are responsible for the majority of Sustainability Report 2009 | ENGLISH 2009 2008 Direct GHG emissions (ton CO2eq) 4.731 4.219 Indirect GHG emissions (ton CO2eq) 0,169 0,162 Table 13 - Direct and indirect emissions of GEE associated with the installations of LS 53 Waste management at LS ensures the collection and final destination of hazardous and non-hazardous waste at the various installations. There is a concern to properly manage their destination and work with waste operators who help to find solutions for new waste. In 2009 around 87 tonnes of hazardous waste was produced at the technical assistance centres. The electrical and electronic equipment out of use, which corresponds to the obsolete computing assets of the company, represented 1.19 tonnes of waste, being routed to recycling. In 2009 around 2,075 tonnes of non-hazardous waste was produced (30% increase compared with 2008), distributed as follows: • Logistical operations’ centres and administrative areas (90%); • Technical assistance centres (10%). Non-Hazardous Legend 2009 2008 1200,00 Graphic 9 10.3| Waste management 1000,00 In 2009 40 types of different waste were collected by the various LS companies: 16 of the hazardous type and 24 of the non-hazardous type, there was a reduction in 4 types of hazardous waste and 2 types of non-hazardous waste. Its distribution amongst LS companies is as follows: ton 800,00 10.3.1| Waste by Type 600,00 400,00 200,00 0,00 Waste produced by LS TLS LSG DLS SOCAR LSLI Legend 100% Non-Hazardous Waste 80% 60% Graphic 8 Hazardous 40% 20% 0% TLS LSG DLS SOCAR LSLI LS TOTAL Sustainability Report 2009 | ENGLISH 10.3.2| Waste by the landfill method The waste produced is directed by licensed waste operators, prioritising as recycling (51%). As can be seen from an analysis of the graphic below, decontamination treatments are associated with the companies which produce hazardous waste (12%), it being the care that dumping in a landfill applies to undifferentiated waste categorised as Urban Industrial Waste produced at the various installations. 54 Legend Destination given to the waste produced by LS companies in 2009 Recyclin Graphic 10 Sanitary 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% Treatment TLS LSG DLS SOCAR Lusiseg LS TOTAL LSLI 10.4| Water consumption The water consumed at the LS premises comes from the water system, except for that used for irrigation at four installations and which derives from boreholes, duly licensed to this end. Water consumption is more representative at the logistics’ units which includes administrative areas. DLS is responsible for the highest consumption of water since it represents many units with administrative areas. Legend 14000 2009 12000 2008 Graphic 11 Water Consumption - Facilities (m3/year) 10000 8000 6000 4000 55 2000 0 LS TOTAL Lusiseg LSLI SOCAR DLS LSG Sustainability Report 2009 | ENGLISH Sustainability Report 2009 11 Promoting Internal and External Citizenship 11| Promoting Internal and External Citizenship 11.1| Framework 11.2.1| Blood Donations The involvement with employees and the other parties concerned is integrated in the LS practices and policies: LS, in conjunction with the Portuguese Blood Institute (IPS), has promoted blood donations at its sites for Carregado and Gaia. In the 2009 campaign, LS had 31 enrolments and 17 donors. Developing actions aimed at the employees so as to promote personal, professional and family enhancement; and information, raising awareness and/or welfare activities aimed at external entities with which we interact. In Política de Responsabilidade Social 11.2.2| Enrolment for bone marrow donors In 2009 a campaign was carried out to collect blood for the enrolment of bone marrow donors which resulted in 38 new potential donors. All the companies take part in the implementation of this policy which is coordinated by the Communication Office. Blood donations The promotion of internal and external citizenship is materialised in the following way: • Promoting a growing approach to the community by way of a strategy involving patronage and support to initiatives of a social nature; • Supporting institutions, organisations and projects of public interest, providing technical capabilities, human and financial resources; • Incentivising the citizenship if its employees, promoting their health and investing in partnerships which benefit them. 11.2| Main actions in 2009 – Internal public 11.2.3| Mini-Marathons Mini-Marathons LS stimulates its employees to play sport. It promotes the participation in the April 25th mini-marathon, a socialisation-competition stretching 7,200 metres, coordinating the enrolments and supporting 50% of the value of the employees’ enrolments. Sustainability Report 2009 | ENGLISH 11.2.5| Handing over of Christmas presents At Christmas LS incentivises its employees to be altruistic towards children in need gathering offers at the main centres which are subsequently handed over to local institutions. 57 This year, for the first time, we can count on the participation of the centres of Spain, Madrid and Azuqueca de Henares. 11.3.2| Participation in institutions and associations Aware of its role in the corporate milieu in which it is inserted, LS exercises its citizenship duty participating in various institutions, highlighting: 11.3| Main actions in 2009 – External public 11.3.1| Transport services on a patronage basis LS carries out transport in the pay of various institutions on a patronage basis whereof special mention should be given to the Food Bank. LS assumed the commitment to maintain in 2009 the willingness to provide haulage services to the Food Bank and other institutions of a social nature, highlighting: • National Association for the Fight Against Poverty • Open Hands Humanitarian Association • Portuguese Rotary Foundation (Rotary Club of Sintra) • Cooperation • Dianova Portugal Association • ANAP • Prosalis • Mão Amiga Association • Food Bank • • • • • • • • • • • • • • • • • • AEP –Portugal Business Association; CCILE – Portuguese-Spanish Chamber of Commerce and Industry; COTEC – Business Association for a Innovation; APEF –Portuguese Association for Family Companies; ACICA –Commercial and Industrial Association of the District of Alenquer; Rest Home for Drivers from Portugal and Similar Professions; ACEGE – Christian Association of Businessmen and Managers; Amigaia –Municipal Investment Agency; BCSD Portugal – Business Board for Sustainable Development; APLOG – Portuguese Logistical Association; ANTRAM – National Hauliers’ Association; AESE – Association of Further Corporate Studies; ICIL –Catalan Logistics’ Institute; Lógica – Logistical Operators Business Organisation; ASTIC – Road International Road Hauliers Association; AECOC – Spanish Commercial Coding Association; CHP –Portuguese and Spanish Chamber; AEC – Spanish Association for quality Newspaper Ls Party In addition to these stakes, LS is a member of the General Board of the José Afonso Secondary School in Loures as a representative of the local community on said management body. The integrated LS Logística signed up to the code of good practices for Logistical Operators. Sustainability Report 2009 | ENGLISH 58 © MACEO/FOTOLIA Sustainability Report 2009 12 Internal and External Communication 12| Internal and External Communication 12.1| Framework Efficient internal and external communication promotes the dissemination of corporate culture by way of the interested parties, whether they are clients, employees, suppliers or institutions; strengthen in the partnership relationship established. In the actual case of the employees, communication is vital for endeavours by everyone around the same objectives, stimulating their participation and boosting their motivation. Other Internal Communication Channels • Posters with the Mission, Vision, Vand Policies of LS displayed at all branches; By way of a communication strategy, the top management ensures the dissemination of all the information required (…) so as to ensure its effectiveness for the most varied destinees. In Plano de Comunicação LS Responsibility for the implementation of the communication plan lies with all the managers being communicated by the Press Office. TBeing aware that the communication to its stakeholders is an essential tool for the involvement of the latter in its activity, LS promotes internal and external communication in the manner set out below: • Structuring internal communication channels and boosting activities in person for drivers and the other employees; • Promoting strategic communication and web platforms for operational communication with suppliers and clients; • Communicating in transparent fashion with the media and the local and national authorities; • Promoting visits of education institutions, families of employees and/or other parties interested in the LS sites. 12.2| Internal communication channels As regards internal communication channels, LS has an internal newsletter called LS News. This paper has the participation of the employees and their family members and it is distributed to all LS employees. Sustainability Report 2009 | ENGLISH • Data Bases with good practices which constitute tools for disseminating the various events and actions to the employees (corporate social responsibility and sustainable development, security and information systems, human resources). 12.2.1| Events for employees in 2009 • Birthday party of NLS (May 2009) LS News annually promotes a birthday party whose aim is socialisation between newspaper employees. • Managers’ Meeting (January) This is an annual forum for presenting strategy for the year aimed at the intermediate and top management team. This year the honourable mention of the Manager of the year was included. • Open doors – at the Portugal and Spain branches In 2008 an internal and informal communication tool was created for the 60 12.3| External communication channels In order to promote communication with its external stakeholders, LS developed various communication tools which included: • LS Website (www.luis-simoes.com) - LS Portal aimed at the whole public; • LSnet Portal (www.luis-simoes.net) – Portal B2B directed to customers and transport suppliers; • Digital Newsletter for clients – Sending of up-to-date information about LS; • Annual Report and Accounts – Published and made available to the public as a communication tool since 1997. LS also promotes various events for its external stakeholders which have been listed below. 12.3.1| Events for external stakeholders in 2009 • Visits to operations’ centres In 2009 LS received the following visits at the logistical operations centres: Sustainability Report 2009 | ENGLISH ▪ COL Gaia – seven institutional visits: three secondary schools and a professional school, an association, with a total of 126 visitors; ▪ COL Carregado - 34 institutional visits, whereof the following are highlighted: six of clients, three business schools, two professional schools, five secondary schools and four universities with a total of 418 visitors. ▪ COL Azambuja – an institutional visit of a client which had 2 visitors ▪ CAT Carregado – an institutional visit of an association which had 12 attendances As regards the communication with clients there are prime knowledge times, promoted by LS whereof the latter@ form an integral part: • Submission of the 1st Sustainability report – October 2009 At the logistical operations centre of the future for clients, press and employees • 2nd Quality Forum – Madrid, October 2009 • 4th Quality Forum Portugal – Carregado, November 2009 • Commercial and institutional attendance ▪ Innovation Days - LS attended the fair with the presentation of the Easy7 project ▪ FILDA –Alentejan Logistics and Industry Fair – May 2009 ▪ The stand with the commercial presence of Reta&Socar was a means of contact with the hauliers, one of its stakeholders. ▪ Expo transport Presentation of the 1st Sustainability Report employees of LS and subcontracted parties – Open doors – which allows the integration of the family of the employees with LS by way of guided tours to the premises (warehouses and administrative areas), with a view to providing knowledge about the interior of the organisation. In 2009 Open Doors were carried out at a branch in Portugal and at three in Spain: - Saragossa (May) had 100 attendances - Madrid (June) the branches of Alovera, Seseña, Azuqueca and Madrid which had 383 attendances. - Gaia (September) branches of Gaia, Canelas and Perafita which had 799 attendances - Valencia (October) which had 80 attendances • Tributes by dint of seniority IIntegrated in Open Doors, all employees are distinguished who, in the previous year, completed 15, 20 and 30 years of uninterrupted collaboration with LS. In 2009 homage was paid to 19 employees, 18 in Portugal and 1 in Spain. 61 12.4| Ways to get involved with stakeholders Bearing in mind the influence, dependence and power that some stakeholders have as regards LS, and as a way of promoting transparent communication with all its concerned parties, the table below sets out the forms of involvement of the Group with its stakeholders. Expo Transport It should be stressed that the consultation of stakeholders developed and described in subchapter 2.3 in the context of the definition of the Group sustainability strategy was also a major moment for the involvement of LS with its interested parties (2008). Sustainability Report 2009 | ENGLISH 62 • Attracting and retaining • Meeting expectations • Providing a value-added service Employees • Attracting and retaining • Promoting ongoing qualification • Developing skills Permanent subcontracted parties Casual subcontracted parties Banking Communicating in transparent and efficient fashion Clients • Developing skills • Developing skills • Complying with guidelines Forms of Involvement • Customer satisfaction survey • Lsnet Portal • Digital Newsletter • Presentations • Quality forums • Meetings • LS News • Employee satisfaction survey • Training actions • Manager Meeting • Posters • Events • Open doors • Lsnet Portal • Intranet • Training actions • Open posts • LSnet Portal • Open Posts • LSnet Portal • Periodic meetings Associations • Partnerships • Patronage Media • Dissemination Universities • Partnerships ONG’s • Partnerships • Patronage • • • • • • • • • • • • • • • • • National/Regional and Local Authorities • Partnerships • Possible communication Other suppliers Trade unions • Meeting payment deadline • Process simplification • Future web communication platform • Constructive dialogue Sustainability Report 2009 | ENGLISH Posters Open Posts Regular Communication LSnet Portal E@sy7 Work convention negotiations Possible meetings Development of protocols Participation in associations Events Possible communication Commercial and institutional presence Visits to the operations’ centres Partnerships Possible communication Development of protocols Events Communication Tools • Site • Annual Report and Accounts • Sustainability report Table 14 - Key questions and involvement with stakeholders Objectives 63 © JEFF METZGER/FOTOLIA Annual Report and Accounts 2009 13 Accounts 13| Accounts 13.1| MANAGEMENT REPORT THE LUÍS SIMÕES GROUP MAIN EVENTS IN 2009 The performance achieved by the various companies of the Luís Simões Group reflect the combination of various efforts. Many of the projects were consolidated which had been undergoing development and strategies were outlined which will be decisive for the Group to continue to assert itself with the soundness and stability which characterizes it, positioning itself amongst the first logistics and transport operators in the Iberian Peninsula. Examples thereof are: ▪ Implementation of the E@sy7 project by way of the use of the Lsnet portal and the electronic self-invoice allowed an increase in the degree of automation in the relationship with suppliers, also strengthening the credibility of the company as regards compliance with payments to the latter; ▪ In the transport business the first steps were taken in the formatting of a Business Intelligence tool, deploying a mixed team with the participation of external consultants which will allow closer monitoring of the key business variables; ▪ As regards the Outsourcing of transport, a segmentation was carried out of the hauliers into three groups in accordance with the quality of the associated fleets and the duration of the contracts. This new arrangement associated with the specific loyalty programmes allows a more sustained commitment to be made in this ever more strategic resource ensuring Group growth; ▪ The operation was ensured to its full potential of the new Logistical Operations Centre of the Future at the logistical facility of Luís Simões in Carregado which had been inaugurated in November of the previous year. This new, semi-automatic warehouse supported the winning over of new clients and attained occupations of over 80% in the very first year of activity within the objectives foreseen for the project; ▪ Increase in the management team so as to meet the increase in activity and the entry of new clients, ensuring a great control of logistical processes and showing the capacity to maintain the commitment to the quality of the service provided to current clients and also ensuring the winning over new clients in new segments; Sustainability Report 2009 | ENGLISH ▪ Increase in the competence of the services which do not constitute the Core Business of the Luís Simões Group, ensuring an increase in productivity and the capacity to absorb new activities, businesses or companies; ▪ The search for new solutions for the carrying out of activities to the North of the country, having visited dozens of sites and maintained contacts with local governments and various investors. ECONOMIC AND FINANCIAL ANALYSIS In a year in which the world economic context proved very unfavourable, with a slowdown in the main economies, the Consolidated Turnover for the Group stood at 176 Million Euros, the equivalent to 2% growth. LS’ core business activities increased their activity by 3%, reflecting its constant concern with following the demands of its clients by way of ongoing innovation in the processes which ensure high levels of service and allow Group competitiveness to be increased in the sector in which it acts. Evolution in Sales (Thousands Euros) 173.225 176.338 172.601 158.190 2006 2007 2008 2009 The Business Unit, Transportes Ibéricos, recorded a negative variation in its Turnover of 0.9%, though much lower than the contracting estimated for this sector in the Iberian Peninsula -20%, 2009 was a year characterised by a very strong retraction in demand, economic stagnation in Portugal and in particular in Spain, the country which has been the major engine of this market in recent years, had decisive effects on the setting in motion of this scenario. 65 The Business Unit Logística Ibérica registered growth of 9.2%. There was growth in activity in current and new clients, as well as the contractual extension with some clients referred to as structural to the business. Diversificação, the Business Unit which is complementary to the other Group activities, registered an 11.8% fall in its turnover, reflecting the financial difficulties of the small hauliers, its main clients. Evolution in EBITDA (Thousands Euros) 18.428 20.000 15.000 11.790 12.905 10.731 10.000 Volume of Sales by Business Area (Million Euros) Legend Iberian Logistics 7 68 5.000 Iberian Transport Diversification 0 2006 2007 2008 2009 101 This market performance gave rise to a financial cost of 3 129 000 Euros, making a negative contribution to the Net Result, with Minority Interests, despite this constraint, settling at 1 471 000 Euros. Extraordinary Results for the sum of 1 158 000 Euros essentially refer to the disposal of Tangible Fixed Assets, to wit the gains obtained from the sale of vehicles. The evolution in the operating activity of the Group proved very positive, contributing to EBITDA recording 72% growth, settling at 18 428 000 Euros. The strategy followed by Luís Simões, highly geared towards process optimisation, culminated in the control of some cost items, vital to endow Luís Simões with this Result level. The Net Result still reflects, and similarly to last year, the negative effect of the Brent Hedge financial product. This was a financial operation carried out in 2008 from the perspective of prudence and insurance, at a time when there was a spiralling of Brent prices, a trend which was then reversed, culminating in a sharp fall in prices. Sustainability Report 2009 | ENGLISH The Financial Policy of the Luís Simões Group is based on three main vectors: Self-financing as a way of financing Investment, the adaptation of the timing structure of Third Party Capital to the nature of the applications and the maintenance of a balanced financial structure. The preference given to self-financing, to which the good level of Cash Flow has contributed, for the sum of 15 329 000 Euros, constitutes a decisive factor in the materialization of the objectives pursued. As regards the Investment value, this is lower than in the last 3 years and refers, in the main, to the acquisition of vehicles. Assets totalled 170 318 000 Euros, registering an increase of 26% compared with the year under study, influenced, in the main, by the Free Revaluation Reserves carried out to the real estate of the Group for the sum of 18 160 000 Euros. 66 Evolution in Cash Flow and Investment (Thousands Euros) Cash Flow 27.646 23.455 13.820 15.018 2006 13.229 2007 Legend Investiment 15.329 10.910 2008 13.799 2009 At the end of 2009, the parent company acquired 51% of the capital of LS – Gestão Empresarial e Imobiliária, S.A., thereafter holding all of the capital of said company. This operation was only possible because the 3 branches of Family Holdings carried out an increase in capital of around 13 Million Euros. The aforementioned operation enabled the Luís Simões Group to achieve a sounder Financial structure, culminating in a Financial Autonomy index of 28% and a Solvency Ratio of 39%. PROSPECTS FOR THE FUTURE 2010 is regarded as a year for starting the economic recovery with positive impacts anticipated in the Group. On the one hand, it is hoped that the reductions in sales, to wit on the market between Portugal and Spain, will give rise to a recovery, even if only slight. In the meantime, the market will continue in action and will not facilitate things for companies which have not adapted to the new times where great store shall be set by competence. In this regard, the Luís Simões Group, once positioned as a Leader in the segments where it acts, will focus during 2010 on the following areas, defined as priority and fundamental: ▪ Great focus on clients and on the market, with priority being given to the growth of business with the winning over of new clients, either in the current segments or in new market segments. The economic climate may favour logistical externalisation processes by clients; ▪ To maintain investment in the development of information technologies which support a structured command of all logistical and transport Sustainability Report 2009 | ENGLISH processes and allow there to be more and better management information. In this context the following shall be referred to: ▪ Completion of the project to develop an application to manage CoPacking activity; ▪ Continued commitment to the implementation of Radiofrequency in all operations; ▪ Introduction of new management information modules in the Business Intelligence tool (Individual Productivity, Fleet Management, HR Indicators); ▪ Supplier Portal, greater speed in access to information, either internally or in the relationship with suppliers. ▪ In 2009 it was the company’s intention to proceed with the implementation of the transport management project in Intermodal format. However, and in view of the great dip in activity recorded throughout the Iberian Peninsula, conditions were not in place to put it into practice. This reduction in activity was quite evident, not allowing us to have guarantees of critical mass (in terms of transport volumes) which managed to meet the hefty investments associated with the project. For 2010, and as regards intermodality, we will continue to pay attention to the opportunities which prove advantageous to the company. ▪ As regards Real Estate activity, the prospects for 2010 are focused on: ▪ The day-to-day management of existing assets; ▪ The continuation of initiatives conducive to the materialisation of the new investments in Gaia; ▪ The materialisation of a reference solution for Luís Simões’ activities in Madrid; ▪ At the start/completion of the works relating to the Azambuja Transport Terminal. This terminal, which is expected to be the first of many within the company, shall clearly characterise the alteration to the model in terms of transport operation management. Moninhos: February 28th 2010 José Luís Soares Simões - Presidente Leonel Fernando Soares Simões - Vocal Jorge Manuel Soares Simões - Vocal 67 13.2| CONSOLIDATED BALANCE SHEET Amounts stated in euros 2009 Assets Notes Gross assets 2008 Depreciations and adjustments Net Assets Net Assets Fixed Assets Intangible Fixed Assets: Set-up Expenses 27 618.993 597.739 21.254 52.420 R&D Expenses 27 3.000 3.000 0 833 Industrial Property and Other Rights 27 38.000 17.100 20.900 28.500 Consolidation differences 27 8.037.116 5.625.981 2.411.135 2.812.990 8.697.109 6.243.820 2.453.289 2.894.743 12.168.069 2.323.482 Tangible Fixed Assets: Land and Natural Resources 27 12.168.069 Buildings and Other Constructions 27 63.127.731 20.128.781 42.998.950 7.203.109 Basic Equipment 27 78.735.534 32.652.419 46.083.115 40.916.527 Transport Equipment 27 1.345.650 808.090 537.560 99.574 Tools and Utensils 27 102.567 95.652 6.915 413.062 Administrative Equipment 27 11.296.628 8.626.510 2.670.118 1.306.804 Other Tangible Fixed Assets 27 1.763.939 1.036.689 727.250 575.761 Fixed Assets in Progress 27 254.436 254.436 15.900.670 105.446.413 68.738.989 425.914 425.914 88.970 425.914 425.914 88.970 1.291.552 1.291.552 1.138.356 Products and Works in Progress 115.304 115.304 628.130 Finished and Semi-finished Products 382.300 382.300 187.082 2.069.480 2.069.480 3.750 3.858.636 3.858.636 1.957.318 168.794.554 63.348.141 Financial Investments: Securities and Other Financial Applications 27 Circulating Capital Stocks: Consumable supplies Goods Sustainability Report 2009 | ENGLISH 68 Debts owed by Third Parties - medium and long-term: Bad Debt Clients 32 3.250.824 3.247.692 3.132 Group Companies 3.132 6.375.000 Affiliates and Associates 1.500.000 Other Debtors 471.054 3.721.878 471.054 3.247.692 474.186 7.878.132 48.797.163 43.925.780 Debts owed by Third Parties - Short Term: Clients, c/a 48.797.163 Group Companies 570.785 Affiliates and Associates 263.224 Advances to Suppliers State and Other Public Bodies 53 Other Debtors 51 2.520 2.520 0 750.274 750.274 619.581 2.903.424 2.903.424 5.021.068 52.453.381 52.453.381 50.400.438 299.236 299.236 122.810 Bank Deposits and Cash: Bank Deposits Cash 22.445 22.445 21.296 321.681 321.681 144.106 Accruals and Deferrals Income Accruals 52 1.126.328 1.126.328 945.688 Deferred Costs 52 647.437 647.437 245.149 Deferred Tax assets 38 3.110.371 3.110.371 2.374.910 4.884.136 3.565.747 170.317.636 135.668.443 4.884.136 Total Depreciations 69.591.961 Total Adjustments 3.247.692 Total Assets 243.157.289 72.839.653 69 Sustainability Report 2009 | ENGLISH Equity and Liabilities Notes 2009 2008 Equity Capital 50 29.578.950 16.650.000 Consolidation differences 50 -1.307.348 118.794 Own Shares (Stakes) - Nominal Value 50 -1.365.300 Own Shares (Stakes) – discounts and premiums 50 -2.475.054 50 7.374.229 113.248 Legal Reserves 50 1.924.783 1.778.993 Other Reserves 50 13.920.253 13.959.881 Revaluation Reserves Reserves: Results Carried Forward 50 Subtotal Net Result for the Financial Year Total Equity Minority interests -956.269 126.852 46.694.244 32.747.768 1.015.569 -662.863 47.709.813 32.084.905 1.228.042 1.616 514.311 365.375 514.311 365.375 8.637.009 5.060.943 Liabilities Provisions: Other provisions 46 Debts owed to Third Parties - medium and long-term Loans by dint of Bonds: Debts to Credit Institutions 55 Other Shareholders (partners) 1.593.000 Suppliers of Fixed Assets, c/a 31.045.585 27.779.916 41.275.594 32.840.859 24.816.157 26.338.196 21.907.640 21.868.767 342.393 190.705 12.402.049 12.076.946 Debts to Third Parties - Short Term Loans by dint of Bonds: Debts to Credit Institutions 55 Suppliers, c/a Suppliers - Invoices being Received and Conferred Suppliers of Fixed Assets, c/a State and Other Public Bodies 53 4.480.608 2.503.539 Other Creditors 51 2.702.115 227.054 67.650.962 63.205.207 Sustainability Report 2009 | ENGLISH 70 Accruals and Deferrals Cost Accruals 52 6.971.222 6.315.587 Deferred Income 52 354.584 188.125 Deferred Tax Liabilities 38 4.613.108 666.769 11.938.914 7.170.481 Total Liabilities 121.379.781 103.581.922 Total Equity, Minority Interests and Liabilities 170.317.636 135.668.443 The Accountant The Board Vitor José Caetano Sousa José Luís Soares Simões - Chairman |Leonel Fernando Soares Simões - Member | Jorge Manuel Soares Simões - Member 13.3| CONSOLIDATED PROFIT-AND-LOSS ACCOUNT BY NATURE Amounts stated in euros Costs and losses 2009 2008 Cost of consumable supplies: Goods 210.129 Materials 12.210.043 External Services and Supplies 83.316 12.420.172 17.389.110 107.368.322 17.472.426 112.004.383 Staffing Costs Remunerations 36.302.817 Others 9.319.679 Deprecs. of Tangible and Intangible Fixed Assets 33.719.924 45.622.496 8.398.925 12.597.074 10.739.227 Adjustments 990.356 517.866 Provisions 270.288 Taxes 484.216 Other Operating Losses and Costs 89.053 (A) Sustainability Report 2009 | ENGLISH 13.857.718 316.024 42.118.849 11.573.117 437.420 573.269 179.841.977 97.069 534.489 183.703.264 71 Interest and Similar Costs: Others 5.409.189 (C) Extraordinary Losses and Costs (E) Income Tax for the Financial Year (G) Minority interests 5.409.189 4.913.869 4.913.869 185.251.166 188.617.133 1.070.838 926.418 186.322.004 189.543.551 -480.755 -1.332.062 185.841.249 188.211.489 455.680 Consolidated net Result for the Financial Year 1.015.569 -662.863 187.312.498 187.548.626 Income and gains Sales: Goods 338.370 Products 608.700 311.816 Services Rendered 175.687.495 Variation in Production 1.649.611 176.337.681 170.342.831 -512.827 In-house Works -62.554 294.272 Supplementary Income 288.047 7.568.802 8.898.350 Operating Subsidies 145.284 218.838 Other operating Gains and Income 207.382 Reversals of Depreciations and adjustments 371.548 (B) 172.601.142 393.921 8.293.016 523.654 184.412.142 Income from Capital Stake 10.034.763 182.861.398 278.590 Other Interest and Similar Income: Relating to Group Companies 498.840 Others 671.256 (D) Extraordinary Gains and Income (F) 671.256 185.083.398 2.229.100 187.312.498 701.329 1.478.759 184.340.157 3.208.469 187.548.626 Summary: Operating Results: (B)-(A) Financial results: (D-B)-(C-A) Current results: (D)-(C) Pre-tax results: (F)-(E) Consolidated net Result for the Financial Year: (F)-(G) 4.570.164 -4.737.932 -167.768 990.494 1.471.249 -841.866 -3.435.110 -4.276.976 -1.994.925 -662.863 The Accountant The Board Vitor José Caetano Sousa José Luís Soares Simões -Chairman| Leonel Fernando Soares Simões - Member | Jorge Manuel Soares Simões - Member Sustainability Report 2009 | ENGLISH 72 13.4| ANNEX TO THE CONSOLIDATED BALANCE SHEET AND THE PROFIT-AND-LOSS ACCOUNT 0 - INTRODUCTORY NOTE The Luis Simões Group (“Group”) is made up of LS – Luis Simões, SGPS, S.A. and subsidiaries. LS – Luis Simões, SGPS, S.A., public limited company, whose registered offices are situated at Moninhos, Loures, was incorporated on August 5th 1996 and has the corporate object of the management of holdings in other companies, as an indirect way of the exercising of economic activities. The Group operates in the following business areas: 1- The goods road transport activity which accounts for around 56% of Group turnover leads the national transport market and the road flow market in the Iberian Peninsula. 2 – Logistical activity, accounting for around 40% of Group turnover, leads in the Logistics and Distribution of major consumer products in Portugal, providing integrated services involving transport, storage, the preparation of orders, the control of inventories and distribution, in addition to other value-added services. In Spain this activity is also specialised in the Logistics and Distribution of major consumer products. 3- The other activities which account for around 4% of total Group turnover meet two basic objectives: to support the main activities of the Group and develop autonomous businesses on its specific markets. The financial statements were drawn up in accordance with the accounting principles defined in the Official Chart of Accounts, with those alterations made by Statute Law no. 238 enacted on July 2nd 1991 and Statute Law no. 35 enacted on February 17th 2005 in accordance with the historic costs agreement, on an ongoing concern basis and in accordance with the basic accounting principles of consistency, prudence, accruals basis, substance over form and materiality. The financial statements drawn up relate to the characteristics of relevance, reliability and comparability and provide users with useful information about Sustainability Report 2009 | ENGLISH the financial position, alterations to the latter and the results of operations. The notes set out below respect the sequential numbering defined in the Official Chart of Accounts for the submission of consolidated financial statements. Notes whose numbering is absent from this annex are not applicable to the Group or their submission is not relevant for the interpretation of the attached consolidated financial statements. The amounts are stated in Euros. I - INFORMATION RELATING TO COMPANIES INCLUDED IN THE CONSOLIDATION AND OTHERS 1. INCLUDED IN THE CONSOLIDATION Registered Offices Stakeholders Business name % Integral Method LS – Luís Simões, SGPS, S.A. Moninhos – Loures Transportes Luís Simões, S.A. Moninhos – Loures LS - Luís Simões, SGPS, S.A. 100% DLS – Distribuição Luís Simões, S.A. Moninhos – Loures LS - Luís Simões, SGPS, S.A. 100% Transportes Reunidos, Lda. Moninhos – Loures LS - Luís Simões, SGPS, S.A. 100% Guadalajara– España LS - Luís Simões, SGPS, S.A. 100% RETA – Gestão e Locação de Frotas, S.A. Moninhos – Loures LS - Luís Simões, SGPS, S.A. 100% SOCAR - Equip. Transp. Serv. Técnicos, S.A. Moninhos – Loures LS - Luís Simões, SGPS, S.A. 100% LUSISEG – Mediadores de Seguros, Lda. Moninhos – Loures LS - Luís Simões, SGPS, S.A. 100% LS - Gestão Empresarial e Imobiliária, S.A. Moninhos – Loures LS - Luis Simões SGPS, S.A 100% F.L. Simões, SGPS, S.A. Moninhos – Loures LS - Luís Simões, SGPS, S.A. 100% Patrimundus - Investimentos Imobiliários, S.A. Carregado – Alenquer LS - Luís Simões, SGPS, S.A. 11,76% SOLMONINHOS - Consultoria, Gestão e Execução Imobiliária , Lda. Moninhos – Loures LS - Luis Simões SGPS, S.A 11,51% Luís Simões Logística Integrada, S.A. 73 As regards the previous financial year, the consolidation method was altered, now using integral consolidation to the detriment of the proportional consolidation method. The following alterations also occurred as regards the consolidation perimeter: - The affiliate LS – Gestão Empresarial e Imobiliária, SA, whereof 49% as held in 2008, went into the full ownership of the parent company with a 51% acquisition of its remaining capital; - Acquisition of 100% of the capital of F.L. Simões, SGPS, SA which holds 4.62% of the capital of the parent company; - Consolidation for the first time of Patrimundus – Investimentos Imobiliários, SA, owing to the control that the group exercises over it; - Alteration to the direct stake in Solmoninhos, Lda from 99% to 11.39% by increasing the share capital of the company, without any participation therein by LS-Luis Simões, SGPS, SA, and an alteration to the stake of LS-Gestão Empresarial e Imobiliária, SA in Solmoninhos, Lda from 1% to 0.12% for the same reason. Hence, the indirect Stake of LS-Luis Simões, SGPS, SA in Solmoninhos, Lda stands at 11.51%. It remains in the consolidation perimeter owing to the control that the group exercises over it. The aforementioned alterations are not materially relevant, meaning that their effects on the main items of the financial statements have not been submitted. 7. MEAN NUMBER OF EMPLOYEES IN THE PAY OF THE COMPANY DURING THE FINANCIAL YEAR The mean number of employees in the pay of the companies included in the consolidation during the financial year stood at 1,313 distributed as follows: 2009 Governing Bodies Production staff Staff from other sectors proportional stake in the initial net position of the affiliate in the first consolidation year. The positive consolidation differences recorded in intangible fixed assets in the item “Consolidation differences” are as follows: Year of acquisition Gross assets Accumulated Depreciations Transportes Luís Simões, S.A. 1996 5.760.826 4.032.578 1.728.248 DLS - Distribuição Luís Simões, S.A. 1996 1.407.149 985.004 422.145 Luís Simões Logística Integrada, S.A. 1996 348.026 243.618 104.408 RETA – Locação e Gestão de Frotas, S.A. 1996 352.999 247.099 105.900 SOCAR - Carroçarias de Carga, S.A. 1996 2.469 1.728 741 LS – Gestão Empresarial e Imobiliária, S.A. 1996 165.646 115.952 49.694 8.037.115 5.625.981 2.411.134 The consolidation differences recorded in equity were made up as follows: Year of acquisition 2008 3 3 1.220 1.202 555 526 1.778 1.731 Net Assets Gross assets Negative consolidation differences Transportes Reunidos, Lda. 1996 -112.818 Luisiseg – Mediadores de Seguros, Lda. 1996 -5.976 -118.794 Positive consolidation differences III - INFORMATION RELATING TO CONSOLIDATION PROCEDURES 10. BREAKDOWN OF THE ITEM “CONSOLIDATION DIFFERENCES” The consolidation differences, stated in the tables below, correspond to the difference between the acquisition values of the stakes and the respective Sustainability Report 2009 | ENGLISH LS - Gestão Empresarial e Imobiliária, S.A. (51%) 2009 1.412.061 PATRIMUNDUS - Investimentos Imobiliários, S.A. 2009 14.081 1.426.142 1.307.348 74 The consolidation differences to be found in 2009 derive from the acquisition of group companies in which the parent company already had control. The acquisitions were carried out with a view to restructuring the group and not to obtain future cash flows, meaning that the method followed for recording the consolidation differences registered and recognised in the equity was that of pooling. 12. CONSOLIDATION OPERATIONS The margins included in stocks, as well as the gains in fixed asset transactions carried out between group companies were eliminated when materially relevant. 13. CONSOLIDATION REFERENCE DATES All the financial statements of the companies included in the consolidation were drawn up with reference to December 31st 2009. 14. COMPARABILITY OF THE FINANCIAL STATEMENTS Consolidated financial statements as at December 31st 2009 are not directly comparable with those for the previous financial year by dint of alterations to the method and to the consolidation perimeter referred to in Note 1. However, the alterations to the consolidation perimeter are not materially relevant, meaning that their effects on the main items of the financial statements have not been submitted. 15. VALUATION CRITERIA DIFFERENT FROM THOSE ADOPTED IN THE CONSOLIDATION The main valuation criteria used by Group companies were applied in consistent fashion between each other and they are those stated in note 23 of this annex. 17 - DEPRECIATION OF THE VALUE OF THE ITEM “CONSOLIDATION DIFFERENCES” BEYOND THE PERIOD OF 5 YEARS The amount recorded in Assets under “Goodwill” Consolidation Differences is being depreciated at an annual rate of 5%, meaning that it is foreseen that the investment will be recoverable within 20 years. 18. POSTING CRITERIA FOR STAKES IN ASSOCIATES Financial investments in Group companies and associates are recorded at the cost of acquisition in the financial statements of the companies which hold them. Sustainability Report 2009 | ENGLISH IV - INFORMATION RELATING TO COMMITMENTS 22 - RESPONSIBILITIES OWING TO GUARANTEES PROVIDED The responsibility of the companies included in the consolidation owing to guarantees provided is 1,615,523€ and solely refers to bank guarantees. In addition, the companies submitted promissory notes to third parties as the guarantee of payment of debts which as at December 31st 2009 stood at 59,942,392 euros. V - INFORMATION RELATING TO ACCOUNTING POLICIES 23 – BASES FOR SUBMISSION AND MAIN VALUATION CRITERIA USED Bases for submission The attached consolidated financial statements were drawn up on an ongoing concern basis from the accounting records and books of the Companies included in the consolidation (Note 1) and kept in accordance with those accounting principles generally accepted in Portugal. Main valuation Criteria The main valuation criteria used in the drawing up of financial statements were the follo: 23.1 Intangible Fixed Assets Intangible fixed assets are recorded at the cost of acquisition. Depreciations are calculated in accordance with the straight-line method according to the laws in force. The active consolidation differences (“Goodwill”)) and the respective accumulated depreciations are a further component of intangible fixed assets whose explanation is set out in Note 17. 23.2 Tangible Fixed Assets Tangible Fixed Assets are recorded in the balance sheet at the cost of acquisition, with the exception of assets revalued under the terms of the legislation published to this end or free revaluations. Depreciations are calculated in accordance with the straight-line method as from the date of coming on line of the assets according to the laws in force. The assets acquired on a leasing basis are included in the tangible fixed assets 75 at the contract amounts, being depreciated on the same basis as the other fixed assets, the expenses defrayed on repairs and the maintenance of fixed assets are regarded as a cost in the year in which they occur. All the acquisitions and improvements of a major amount are capitalised and depreciated in accordance with the working life of the corresponding assets. 23.3 Financial Investments 23.3.1 Financial stakes in Group companies Group Companies are the companies controlled by the Luís Simões Group. There is control when the Luís Simões Group has the direct or indirect power of directing the financial and operating policies of the company, with a view to influencing benefits resulting from their activity. The Group companies are included in the consolidation by the integral consolidation method from the date whereupon control is acquired until the date whereupon it actually ends. Posting by way of the acquisition cost is the method deployed to post the acquisition of the subsidiaries of the Group. The cost of an acquisition is measured at the fair value of the assets, capital instruments used and risks incurred or assumed at the date of acquisition, plus the cost directly attributable to the acquisition. Identifiable assets acquired and the risks and contingencies assumed on a business combination are initially measured at the fair value as at the date of acquisition, regardless of the size of any minority interest. The surplus in the cost of acquisition relating to the fair value of the parcel of the Group of the assets identifiable acquired are registered as Goodwill. If the cost of acquisition is lower than the fair value of the net amount of the assets of the subsidiary acquired, the difference is directly recorded in the profit-and-loss account. Intergroup transactions and balances and gains not realised in transactions amongst Group companies are eliminated. Unrealised losses are also eliminated unless the transaction reveals evidence of imparity of a transferred asset. The accounting policies of the subsidiaries are altered whenever necessary, so as to ensure consistency with the policies adopted by the Group. 23.3.2 Other stakes The other stakes (securities and other financial applications) are shown on the balance sheet at the cost of acquisition. 23.3.3 Investments in Real Estate These are valued at the cost of acquisition or production, plus any expenses incurred by the acquisition thereof. Sustainability Report 2009 | ENGLISH 23.4 Stocks Stocks are valued at the cost of acquisition or production. The cost is calculated as follows: 23.4.1 Consumable supplies These are valued at the price of acquisition, adopting the weighted average cost as the costing method for outgoings. 23.4.2 Products and Works in Progress These are valued at the cost of production. 23.4.3. Finished and Semi-finished Products These are valued at the cost of production. 23.4.4. Goods These are valued at the cost of acquisition or production, adopting the specific cost as the costing method for outgoings. 23.5 Income and Cost Accruals The inherent in sales are recognised in the profit-and-loss account when the risks and advantages inherent in the possession of the assets sold are transferred to the purchaser. The income related with the rendering of services are recognized when provided. All the revenue and costs relating to revenue and expenses are recorded on an accruals basis whereby they are recognised as and when they are generated, regardless of the time when they are received or paid. The differences between the two junctures gives rise to a record in the Accruals and Deferrals items. The holidays and holiday subsidies are registered as a cost of the year in which the employees acquire the right to its receipt. As a consequence, the value of holidays and holiday subsidy matured and not paid as at the date of the balance sheet, was estimated and included in the cost accruals item. 23.6 Receivables Receivables are recorded at the amounts of their corresponding invoices, less the adjustments made to bad credits, carried out in line with the collection risk estimates from a commercial perspective. Those debts regarded as bad are eliminated from receivables in the period in which they were identified. 23.7 Provisions Provisions are recognised when the Group has a commitment which is legal or which derives from a formal management decision related with past event, 76 it being likely that it will result in an expending of resources to meet this commitment and the estimate can be calculated with reasonable reliability. 23.8 Subsidies Subsidies are only recognised when received or when the Company has the assurance of its assignment and that it will comply with the associated contractual conditions. Operating subsidies are recognised in the Profit-and-loss account during the periods in which the costs to be offset are recognised. The subsidies relating to investments are registered under “deferred income”, being transferred to results (extraordinary income for the financial year) during the working life of the assets in proportion to the depreciations of the respective subsidized assets. 23.9 Debts owed by and to third parties in foreign currency The balances stated in foreign currency for which there is no setting of the exchange rate are updated at the exchange rates practiced on the balance sheet date. The emerging positive and negative foreign exchange differences are posted under results (except for the positive foreign exchange differences related with operations in the medium and long-term which are deferred as they are regarded as reversible). 23.10 Submission in the medium and long-term The realisable assets and liabilities payable for over one year after the balance sheet date are classified in the medium and long-term on the balance sheet. 23.11 Income tax 23.11.1 Current tax Income tax for the financial year is determined based on the result, adjusted in line with the tax legislation. In accordance with the legislation in force, the tax returns are subject to revision and correction by the tax authorities during a period of four years (six should there be tax losses) and 5 to 10 years for Social Security. In this way, the tax returns for Group companies from 2006 to 2009 may also be subject to revision, although the respective Boards of Directors consider that any corrections deriving from tax revisions to said tax returns may not have a non-significant impact on the financial statements as at December 31st 2009. Sustainability Report 2009 | ENGLISH 23.11.2 Deferred tax Deferred taxes resulting from major temporary differences emerging between assets and liabilities are recognised for the purposes of accounting reporting and their taxable base, as reportable tax credits and losses for subsequent years (where applicable). The tax credits and losses liable to be used in the future are revalued at the end of each financial year, only recognising deferred tax assets with the possibility of recovery. 23.12 Financial instruments In order to cover the risk of variation in fuel prices, the Group carried out fuel swaps contracts. The results of these operations were recognised under financial income or costs at the time of settlement of the corresponding operation. 24 - RATES USED TO CONVERT INTO PORTUGUESE CURRENCY THOSE ACCOUNTS INCLUDED IN THE BALANCE SHEET AND IN THE PROFIT-AND-LOSS ACCOUNT, ORIGINALLY STATED IN FOREIGN CURRENCY MAD Valores a pagar 11.422 Valores a receber 11.223 VI - INFORMATION RELATING TO GIVEN ITEMS 25 - COMMENTS TO THE “SET-UP EXPENSES” ITEMS Set-up expenses essentially correspond to expenses defrayed on the computing project, an international study for franchising, a Quality project of Standard ISO 9001:2000, clienting project. 77 27 - MOVEMENTS OCCCURING IN THE ITEMS OF THE FIXED ASSETS INCLUDED ON THE BALANCE SHEET AND IN THE RESPECTIVE DEPRECIATIONS AND ADJUSTMENTS GROSS ASSETS Items Opening Balance Perimeter variation (a) Revaluation Adjustment Increases Transf. and Write-offs Disposals Closing Balance INTANGIBLE FIXED ASSETS Set-up Expenses 1.185.945 R&D Expenses Ind. Prop. Other rights -566.952 618.993 3.000 3.000 38.000 38.000 8.037.115 8.037.115 Fixed Assets in progress Consolidation differences 9.264.060 -566.952 8.697.108 321.726 1.255.440 12.168.069 221.138 284.440 12.878.585 63.127.731 TANGIBLE FIXED ASSETS Land and Natural Resources 2.323.482 4.429.084 4.481.789 Buildings and Other Constructions 12.744.941 15.485.479 22.082.027 Basic Equipment 66.120.222 667.164 15.598.995 8.862.980 9.212.134 78.735.535 Transport equip. 864.762 159.120 22.721 18.081 317.129 1.345.651 Tools and Utensils 641.815 30.928 3.143 384 -572.935 102.567 Admin. equip. 8.381.970 1.618.278 1.650.343 16.581 -337.382 11.296.628 Other tangible fixed assets 1.136.447 408.469 54.380 8.709 173.352 1.763.939 15.900.670 7.240.930 247.889 0 -23.135.054 254.436 108.114.309 30.039.453 13.798.610 9.512.902 -208.731 168.794.555 88.970 1.278 333.660 -5.119 -3.113 425.914 88.970 1.278 333.660 -5.119 -3.113 425.914 117.467.339 30.040.731 14.132.270 9.507.783 -778.796 177.917.577 Fixed Assets in progress 26.563.817 FINANCIAL INVESTMENTS Other fin. applic. and secs. Total Sustainability Report 2009 | ENGLISH 26.563.817 78 (a) The perimeter variations refer to the acquisition of the other 51% of the capital of LS– Gestão Empresarial e Imobiliária, SA and the inclusion of Patrimundus – Investimentos Imobiliários, SA in the consolidation perimeter. In 2009 the amounts relating to the new logistical operations centre of the future were transferred to fixed assets (automatic warehouse at Carregado). Also worthy of mention is the free revaluation carried out of the following real estate held by LS – Gestão Empresarial e Imobiliária, SA occurring in the present financial year: DEPRECIATIONS AND ADJUSTMENTS Items Opening Balance Perimeter variation Revaluation Adjustment Cancellation/ Reversal Increase Closing Balance INTANGIBLE FIXED ASSETS Set-up Expenses 1.133.524 31.166 R&D Expenses 2.168 833 3.000 Industrial Property and Other Rights 9.500 7.600 17.100 5.224.125 401.856 5.625.981 Consolidation differences 566.952 597.739 6.369.317 0 0 441.455 566.952 6.243.820 5.541.832 5.596.876 7.619.520 1.510.896 140.344 20.128.781 25.203.695 392.825 9.663.870 2.607.971 36.652.419 Transport Equipment 765.188 56.355 116.209 129.661 808.091 Tools and Utensils 228.753 30.783 2.294 166.178 95.652 7.075.166 1.312.861 736.795 498.313 8.626.510 560.686 341.574 125.554 -8.875 1.036.689 39.375.320 7.731.274 7.619.520 12.155.619 3.533.592 63.348.142 45.744.637 7.731.274 7.619.520 12.597.074 4.100.544 69.591.961 TANGIBLE FIXED ASSETS Buildings and Other Constructions Basic Equipment Administrative Equipment Other Tangible Fixed Assets Total Sustainability Report 2009 | ENGLISH 79 32 – MOVEMENTS OCCURRING IN CIRCULATING ASSETS 2009 ADJUSTMENTS Items Current tax Opening balance Perimeter variation Increase Closing balance Reversal Debts owed by Third Parties: Bad Debt Clients 2.312.114 62.936 Temporary differences 1.001.232 539.577 Permanent differences -3.861.151 -5.316.164 -547.805 -4.713.651 3.568.115 4.952.201 -1.566.512 -73.173 1.453.798 165.377 IRC (corporation tax) 25% 25% IRC (corporation tax) 12.5% Taxable result 169 990.356 357.639 3.247.692 Tax losses (temporary difference) 2.614.806 169 990.356 357.639 3.247.692 Deduction of tax losses (temporary difference) 36 – DISTRIBUTION OF THE CONSOLIDATED NET VALUE OF SALES AND THE SERVICES RENDERED BY GEOGRAPHIC MARKETS AND BY ACTIVITY Internal market External market Rate of tax - Companies whose registered offices are situated in Portugal Municipal Surcharge Value of tax Total IRC (corporation tax) 71.000 0 71.000 0 0 0 536.944 42.242 579.187 607.944 42.242 650.187 - Transport 64.051.658 34.668.744 98.720.402 Autonomous taxations - Logistics 67.174.266 2.893.285 70.067.551 Current tax 6.652.761 246.781 6.899.541 137.878.685 37.808.809 175.687.494 - Logistics - Others Services Rendered - Others 1.5% 1.5% 195.976 9.227 30% 30% 25.391 49.613 221.367 58.840 -174.557 -15.027 - Company whose registered offices are situated in Spain Sales - Transport Pre-tax result 2.614.806 33 – DEBTS TO THIRD PARTIES WHICH FALL DUE AFTER MORE THAN 5 YEARS Debts to third parties which fall due after more than 5 years solely correspond to leasings, in accordance with that set out in note 47. Markets 2008 Value of tax Total value of tax Use of tax Break Deduction Dual International Taxation 38 – DEFERRED TAXES The reconciliation between the accounting result and the taxable result and between the current tax and the tax for the financial year on income is as follows: Sustainability Report 2009 | ENGLISH -728 60.313 56.952 106.395 100.765 Use in the financial year -349.079 -1.413.878 Use in the financial year-RETGS -254.453 (I) Deferred tax Tax Break-SIFIDE Deferred tax Income Tax for the Financial Year 16.380 -18.950 (II) -587.151 -1.432.828 (I) + (II) -480.756 -1.332.063 80 The movements occurring in the financial year as a result of the adoption of this new law as regards their nature and impact, are as follows: Description Opening balance Perimeter variation Effect of the Financial Year Closing balance Deferred Tax assets: Tax losses 2.054.127 77.715 405.125 2.536.967 77.523 0 226.904 304.426 193.623 0 -21.481 172.142 49.638 0 -24.819 24.819 0 0 72.016 72.016 2.374.911 77.715 657.745 3.110.371 41.902 0 -19.749 22.153 17.478 17.374 -18.666 16.187 Non-deductible depreciations 0 0 25.664 25.664 Revaluation Reserve - Non-deductible depreciations 0 0 3.758.143 3.758.143 97.629 101.614 44.336 243.578 509.760 0 37.623 547.383 666.769 118.988 3.827.351 4.613.108 Tax Breaks-SIFIDE (R&D) Adjustments of debts owed by third parties Conversion of Chart of Accounts of Spain Leaseback – Untaxed Gains Deferred Tax Liabilities: Gains untaxed owing to reinvestment 40% of the Revaluation Reserves not realised Leaseback - Non-deductible depreciations Results not realised in intragroup operations 39 – REMUNERATIONS ASSIGNED TO THE MEMBERS OF THE GOVERNING BODIES WHICH ARE RELATED WITH THE EXERCISING OF THE RESPECTIVE FUNCTIONS Governing Bodies The Board Remunerations Assigned to the Current members 301.736.16 41 - INDICATION OF THE LAWS ON WHICH THE REVALUATION OF TANGIBLE FIXED ASSETS OR FINANCIAL INVESTMENTS WAS BASED a) The Tangible Fixed Assets was revalued, being based on the provisions of Statute Law no.31 enacted on 11/02/98; b) The buildings of the company were subject to a free revaluation in accordance with the valuation made at the end of March 2009 by an independent entity. Sustainability Report 2009 | ENGLISH 42 - ITEMISATION OF REVALUATIONS Items Historic Costs (a) Revaluations (a) (b) Book Values Revalued (a) 5.541.026 4.586.373 10.127.399 27.345.506 14.181.856 41.527.362 32.886.532 18.768.229 51.654.762 TANGIBLE FIXED ASSETS Land Buildings and Other Constructions 81 (a) Net value of depreciations (b) They include the successive revaluations 44 - FINANCIAL PROFIT-AND-LOSS ACCOUNT 45 - EXTRAORDINARY PROFIT-AND-LOSS ACCOUNT Financial Year Costs and losses 2009 Interest paid 2008 Donations 50.730 81.510 109 29 Bad debts 262.557 307.334 18.613 76.446 Fines and penalties 158.667 50.314 Corrections Relating to Previous Financial Years 130.231 3.129 Other Extraordinary Losses and Costs 450.069 407.685 1.158.233 2.282.051 2.229.100 3.208.469 2 Losses in fixed assets 3.252.569 2.159.256 -4.737.932 -3.435.110 671.256 1.478.759 Extraordinary results Financial Year Income and gains 2009 Interest earned 2008 194.405 Income from real estate 500.303 Income from stakes in capital 278.590 Forex gains 287 596 Reversals and other financial income and gains Financial Year Income and gains 2.546 Prompt payment discounts obtained 2008 2.754.584 Discount on prompt payments Granted Financial results 2009 2.156.508 Forex losses Other Financial Losses and Costs Financial Year Costs and losses 2009 Debt recovery Gains in stocks Gains in fixed assets 476.255 697.034 671.256 1.478.759 The item “Reversals and other financial gains and income” refers to gains obtained from downpayments to suppliers. Contractual Penalties and Benefits 2008 16.551 10.006 509 2.147 1.203.501 2.730.987 495.967 9.404 Reduction in depreciations and provisions 36.130 Other extraordinary Gains and Income 117.073 14.558 Other extraordinary Gains and Income 395.499 405.237 2.229.100 3.208.469 46 - BREAKDOWN IN ACCUMULATED PROVISIONS ACCOUNTS AND CLARIFICATION OF THE MOVEMENTS OCCURRING IN THE FINANCIAL YEAR Items Other provisions Sustainability Report 2009 | ENGLISH Opening balance 365.375 Increase 270.288 Reduction 121.352 Closing balance 514.311 82 47 – INDICATION OF THE ASSETS USED ON A LEASING BASIS, MENTIONING THE RESPECTIVE BOOK VALUES Net amount Land Value of debt Short-term Medium and long-term 2.147.460 2.158.262 198.397 1.959.866 Buildings and Other Constructions 12.175.634 12.236.878 1.124.866 11.112.013 Basic Equipment 25.955.215 23.671.760 8.719.541 14.952.219 967.372 905.977 314.440 591.538 41.245.681 38.972.878 10.357.243 28.615.635 Administrative Equipment Total Debt at over one year is staggered as follows over time: Years Portugal Spain Total 2011 7.641.968 0 7.641.968 2012 5.529.238 0 5.529.238 2013 4.683.193 0 4.683.193 2014 3.147.661 0 3.147.661 2015 and subsequent years 7.613.574 0 7.613.574 28.615.635 0 28.615.635 Total VII – OTHER INFORMATION 50 – EQUITY As at December 31st 2009 the capital of LS – Luis Simões, SGPS, S.A., wholly subscribed and paid up, was made up of 5,915,790 shares with a nominal value of 5 Euros each, highlighting the following corporate bodies as the main shareholders: Shareholder Shares Subscribed Número Stake in the capital % % Voting rights % Leonel Simões & Filhas SGPS. S.A. 1.646.910 27.8 27.8 27.8 Varanda do Vale SGPS. S.A. 1.646.910 27.8 27.8 27.8 AMira variação do capital explicada da seguinte Serra SGPS. S.A. próprio é1.646.910 27.8 forma: 27.8 27.8 Sustainability Report 2009 | ENGLISH 83 The variation in equity is explained as follows: Items of Equity Share capital Equity 31-12-08 Distribution of Dividends Result 2008 Staff Bonuses Result 2009 Reclassifications Other Movements 12.928.950 29.578.950 Own Shares (nominal value) -1.365.300 -1.365.300 Own Shares (discounts and premiums) -2.475.054 -2.475.054 7.404.749 7.374.229 -886 1.924.783 -527.548 13.920.253 -1.426.142 -1.307.348 117.867 -956.269 Revaluation res. 16.650.000 Equity 31-12-09 113.248 146.676 1.778.993 361.483 13.959.881 0 Consolidation differences 118.794 - Results carried forward 126.852 1.171.023 -662.863 662.863 32.084.905 0 Legal Res. Other Reserves Net Result for the Financial Year -143.768 -10.000 -37.295 173.733 -29.965 1.015.569 -10.000 Legal reserve: Commercial legislation establishes that at least 5% of the net annual result must be aimed at increasing the legal reserve until the latter represents at least 20% of the capital. This reserve cannot be distributed except in the event of the liquidation of the company, but it may be used to take up losses after using up the other reserves, or incorporated in the capital. Revaluation reserve: This item results from the revaluation of tangible fixed assets carried out under the terms of applicable legislation. In accordance with prevailing legislation and the accounting practices followed in Portugal, these reserves cannot be distributed to shareholders and may only, in given circumstances, be used in future increases in capital of the Company or in other situations specified in the legislation. Own Shares: By acquiring all of the capital of F.L.Simões, SGPS, SA, a company which holds a 4.62% stake in LS - Luís Simões, SGPS, the group thereafter indirectly held 4.62% in own shares. Revaluation reserve: For the free revaluation of real estate carried out by the affiliate LS - Gestão Empresarial e Imobiliária, SA, whilst the group held a 49% stake in the latter. Consolidation difference: In accordance with that mentioned in note 10. -37.295 Sustainability Report 2009 | ENGLISH 0 14.656.635 47.709.812 Gestão Empresarial e Imobiliária, S.A., thereafter holding all of the capital of said company. This operation was only possible because the 3 branches of Family Holdings carried out an increase in capital of around 13 Million Euros. 51 – OTHER DEBTORS AND CREDITORS Other Debtors Supplier debtor balances Others Other Creditors 2009 2008 134.016 136.157 2.769.408 4.884.911 2.903.424 5.021.068 2009 2008 Staff 30.115 467 Client creditor balances 12.794 29.068 2.659.207 197.529 2.702.115 227.064 Others At the end of 2009, the parent company acquired 51% of the capital of LS – 1.015.569 1.015.569 84 52 – ACCRUALS AND DEFERRALS 53 – STATE Accruals and Deferrals 2009 2009 2008 Debtor balances Income Accruals Services Rendered 895.697 819.309 Income tax Others 230.630 126.378 1.126.328 945.687 Withholdings at source carried out by third parties 7.955 3.090 305.002 139.979 813 404 333.667 101.676 647.437 245.149 3.978.928 3.556.132 113.620 899.355 2.190.061 268.155 63.741 0 624.872 1.591.945 6.971.222 6.315.587 Deferred Costs Interest Insurance Technical assistance contracts Others Cost Accruals Remunerations to be settled Subcontracts Interest to be settled Vehicle assistance contracts Others Deferred Income 121.523 303.427 0 51.157 66.602 354.584 188.125 Deferred tax assets 3.110.371 2.374.910 Deferred tax liabilities 4.613.108 666.769 -1.502.737 1.708.141 Others Deferred tax (see note 38) 471.545 Debtor balances 104.936 Creditor balances 287.502 40.518 417.617 278.730 Contributions to Social Security 750.274 817.766 356.073 332.079 536.709 265 240 3.140.024 1.569.998 4.480.608 619.591 2.503.538 54 – CONTROLLING AND AFFILIATE GROUP COMPANIES Balances between GLS companies eliminated in the consolidation process are as set out below: Companies Transportes Luís Simões, S.A. DLS - Distribuição Luís Simões, S.A. Reta - Gestão e Locação de Frotas S.A. Lusiseg - Mediadores de Seguros, Lda. Socar - Equip. Transp. e Serv. Técnicos S.A. LS - Gestão Empresarial e Imobiliária S.A. Solmoninhos, Lda. Luís Simões Logística Integrada S.A. Patrimundus - Invest. Imobiliários, S.A. TOTAL Sustainability Report 2009 | ENGLISH Creditor balances Stamp Duty Transportes Reunidos, Lda. Subsidies for investment which cannot yet be depreciated Vehicle Leaseback Gain Value-added tax 2008 Clients 2009 Suppliers 2008 2009 2008 289.817 755.620 649.831 421.837 279.495 421.482 830.708 707.736 189.169 134.028 113.609 70.461 2.080 13.647 7.738 1.895 0 0 12.988 6.445 293.563 299.048 132.790 166.425 987.002 429.355 16.192 7.281 0 0 96.020 525 133.227 -29.574 366.527 641.001 52.209 0 159 0 2.226.562 2.023.606 2.226.562 2.023.606 85 Companies Accruals and Deferrals Activo 2009 Transportes Luís Simões, S.A. DLS - Distribuição Luís Simões, S.A. Transportes Reunidos, Lda. Luís Simões Logística Integrada S.A. TOTAL Accruals and Deferrals Passivo 2008 2009 Companies 2008 2.889.276 1.304.900 266.333 92.897 2.842 77.522 0 23.014 0 159.343 0 15.576 199.528 69.882 2.743.492 1.289.325 3.169.168 1.397.797 3.169.168 1.397.797 Transactions between GLS companies eliminated in the consolidation process are as set out below: Companies External Services and Supplies 2009 Sales and services rendered 2008 2009 2008 Transportes Luís Simões, S.A. 46.971 -12.397 535.555 298.028 Reta - Gestão e Locação de Frotas S.A. 156.523 548.654 118.844 3.704 Transportes Reunidos, Lda. 0 15 81.388 54.995 Lusiseg - Mediadores de Seguros, Lda. 4 1.231 13.101 13.048 Socar - Equip. Transp. e Serv. Técnicos S.A. 810.758 3.846.667 -2.910 225.206 LS - Gestão Empresarial e Imobiliária S.A. 441.315 390.598 76.814 0 8.556 7.714 0 0 60.582 45.374 208.923 35.273 53.352 0 0 0 256.758 244.324 1.255.855 2.054.586 1.696.471 5.312.584 3.914.024 3.797.597 DLS - Distribuição Luís Simões, S.A. Solmoninhos, Lda. 5.823.009 3.223.242 2.778.048 2.468.809 Reta - Gestão e Locação de Frotas S.A. 1.812.101 1.766.303 1.793.479 4.623.505 Patrimundus - Invest. Imobiliários, S.A. Transportes Reunidos, Lda. 733.633 443.673 396.688 267.573 82.506 0 0 Socar - Equip. Transp. e Serv. Técnicos S.A. 1.068.328 282.388 3.981.616 4.632.171 83.466 43.135 8.132.482 3.471.000 5.465 5.110 0 0 Luís Simões Logística Integrada S.A. 24.156.373 27.388.447 939.613 598.890 Patrimundus - Invest. Imobiliários, S.A. 1.588 0 522.091 0 0 0 0 0 40.589.391 38.172.079 39.389.887 41.737.857 LS - Gestão Empresarial e Imobiliária S.A. Solmoninhos, Lda. LS - Luís Simões, SGPS, S.A. TOTAL LS - Luís Simões, SGPS, S.A. TOTAL 126.904 Sustainability Report 2009 | ENGLISH 2008 1.112.756 Luís Simões Logística Integrada S.A. Lusiseg - Mediadores de Seguros, Lda. 2009 1.626.455 DLS - Distribuição Luís Simões, S.A. 25.675.909 2008 240.406 6.778.525 20.845.871 2009 Other Income -138.348 Transportes Luís Simões, S.A. 4.937.275 Other Costs 86 55 – BANK LOANS 2009 57 – SUBSEQUENT EVENTS No events subsequent to 31.12.2009 are known which may influence the submission and interpretation of the financial statements reported as at that date. 2008 Short-term Bank loans Bank overdrafts 409.809 9.791.823 21.406.348 17.781.822 24.816.157 27.573.645 Medium and long-term Bank loans 58 – OTHER INFORMATION DEEMED RELEVANT A) Itemisation of derivative products subscribed by the group, to wit Brent price hedging: Product Banco Português de Investimento 490.112 Banco Popular 37.180 BES 5.000.000 BES-España 2.207.080 2.643.171 Banco Caixa Geral 1.429.929 1.890.480 8.637.009 5.060.943 Medium and long-term refund deadlines 2010 1.390.067 2011 1.666.830 878.519 2012 2.541.865 895.983 2013 and subsequent years 4.428.315 1.896.374 8.637.009 5.060.943 Result in 2009 Quantity Start Date Final Date Swap 6 moths 317 Toneladas 01-08-2008 31-01-2009 -179.765 3 way extendible 317 Toneladas 01-06-2008 31-12-2009 -1.130.671 Swap 24 meses 317 Toneladas 01-06-2008 31-05-2010 -1.818.578 -3.129.014 B) Factoring: In the present financial year the company signed factoring contracts for a total of 8,000,000 euros which detail limits to their use for each client, having granted on 31-12-2009 the sum of 3,683,593 euros, in their entirety without right of recourse. The Accountant Vitor José Caetano Sousa The Board José Luís Soares Simões - Chairman Leonel Fernando Soares Simões - Member Jorge Manuel Soares Simões - Member 56 – STATEMENT OF THE COST OF THE CONSUMABLE SUPPLIES Movements Initial stocks Purchases Stock adjustment Final stocks Costs in the financial year Goods Consumable supplies 3.750 1.138.356 2.275.858 12.362.731 0 509 2.069.480 1.291.552 210.129 12.210.044 Sustainability Report 2009 | ENGLISH 87 13.5| CONSOLIDATED PROFIT-AND-LOSS ACCOUNT BY FUNCTION FINANCIAL YEAR ITEMS 2009 Sales and services rendered 2008 176.337.680 172.601.142 -163.913.623 -166.989.494 Gross results 12.424.057 5.611.648 Other Operating Gains and Income 11.487.644 15.010.040 -14.933.035 -15.539.409 -6.387.778 -5.278.363 2.590.888 -196.084 -1.600.395 -1.798.841 Current Results 990.493 -1.994.925 Taxes on current results 480.756 1.332.062 Current results after tax 1.471.249 -662.863 Consolidated Net Result for the Financial Year 1.471.249 -662.863 0.44 -0.20 Cost of sales and services rendered Administrative Costs Other Operating Losses and Costs Operating Results Net cost of financing Net Results per Share The Accountant Vitor José Caetano Sousa The Board José Luís Soares Simões - Chairman Leonel Fernando Soares Simões - Member Jorge Manuel Soares Simões - Member 88 Sustainability Report 2009 | ENGLISH 13.6| CONSOLIDATED CASH FLOW STATEMENT Amounts stated in Euros DIRECT METHOD OPERATING ACTIVITIES 2009 2008 RECEIPTS FROM CLIENTS Receipts from Clients 214.575.698 214.575.698 225.957.458 225.957.458 -145.566.236 -145.566.236 -170.392.884 -170.392.884 PAYMENTS TO SUPPLIERS Payments to Suppliers PAYMENTS TO STAFF Remunerations -32.130.576 Advances to Staff -29.731.211 -57.723 Other Payments to Staff -141.810 Flow Generated by the Operations -74.787 -32.330.109 -140.342 36.679.353 -29.946.340 25.618.234 PAYMENT / RECEIPT OF IRC Payment of IRC Advance and special tax payments Return of IRC -65.679 -41.687 -190.026 -178.261 101.173 -154.533 97.889 -122.059 OTHER RECEIPTS RELATING TO OPERATING ACTIVITY Receipts from Other Debtors 7.797.413 Receipts from Other Creditors 18.911.322 364.483 Receipts from Other Taxes 8.169 443.405 8.170.064 10.948 19.365.675 OTHER PAYMENTS RELATING TO OPERATING ACTIVITY Payments to Other Debtors -640.747 -6.226.274 Payments to Other Creditors -9.462.093 -10.682.471 Settlement of VAT -9.864.011 -9.001.336 Settlement of Withholdings at Source -3.199.413 -2.878.826 Payments of TSU (single social charge) -8.546.797 -8.444.233 Payments from Other Taxes -476.308 Flow Generated Before Extraordinary Items -32.189.369 -443.328 12.505.516 -37.676.468 7.185.382 RECEIPTS RELATED WITH EXTRAORDINARY ITEMS Receipts from Bad Debts 16.551 3.979 Compensation of Claims 486.142 581.899 Receipts of Contractual Penalties 5.190 Other Extraordinary Receipts 8.947 Sustainability Report 2009 | ENGLISH 516.831 6.136 89 592.014 PAYMENTS RELATED WITH EXTRAORDINARY ITEMS -610 -40.867 Payments of fines and penalties Donations -56.378 -136.684 Other Extraordinary Payments -269.360 Flow Generated from Extraordinary Activity (1) FLOWS FROM OPERATING ACTIVITIES -326.348 -22.988 -200.539 190.483 391.475 12.695.998 7.576.857 INVESTMENT ACTIVITIES RECEIPTS FROM: Financial Investments 3.113 Tangible Fixed Assets Investment Subsidies Interest and Similar Income 5.084.081 7.322.843 0 38.826 1.924 898 Dividends 0 Income from real estate 0 278.600 5.089.117 3.243 7.644.410 PAYMENTS RELATING TO: Financial Investments -14.867.975 Tangible Fixed Assets -8.518.284 -11.098.802 0 -15.200 Intangible Fixed Assets Return of Subsidies (2) -121.523 FLOWS FROM INVESTMENT ACTIVITIES -14.989.498 -11.114.002 -18.418.665 -3.469.592 FINANCING ACTIVITIES RECEIPTS FROM: Loans Obtained 48.797.183 Increases in Capital, Supplementary Paid-in Capital and Issue Premiums 13.743.950 Subsidies and donations 61.166.950 103.117 Interest from Loans Granted 35 162.427 62.644.286 419.182 61.748.559 PAYMENTS RELATING TO: Loans Obtained -41.809.530 -60.969.254 Repayments of Leasing Contracts -12.694.334 -9.106.261 -2.319.573 -3.039.349 -7.500 -13.000 Interest and Similar Costs Dividends Interest from Loans Obtained -56.831.849 -73.127.864 5.812.437 -11.379.305 89.770 -7.272.040 -1.212.186 0 Cash and its Equivalents at the Start of the Period -22.048.969 -14.776.929 Cash and its Equivalents at the End of the Period -23.171.385 -22.048.969 (3) -911 FLOW FROM FINANCING ACTIVITIES Variation in Cash and its Equivalents (1) + (2) + (3) Variations deriving from perimeter alterations Sustainability Report 2009 | ENGLISH 90 ANNEX TO THE CONSOLIDATED CASH FLOW STATEMENT ITEMISATION OF THE CASH AND ITS EQUIVALENTS COMPONENTS RECONCILING THE AMOUNTS SHOWN IN THE CASH FLOW STATEMENT WITH THE ITEMS OF THE BALANCE SHEET Amounts stated in Euros Description Cash Immediately mobilisable bank deposits 2009 2008 22.445 21.296 229.236 122.810 -23.493.065 -22.193.075 -23.171.385 -22.048.969 Cash equivalents: Cash and its Equivalents (Overdrafts) The Accountant Vitor José Caetano Sousa The Board José Luís Soares Simões - Chairman Leonel Fernando Soares Simões - Member Jorge Manuel Soares Simões - Member 91 Sustainability Report 2009 | ENGLISH Ernst & Young Audit & Associados - SROC, S.A. Avenida da República, 90-6° 1600-206 Lisboa, Portugal Telf: +351 217 912 000 Fax: +351 217 957 586 www.ey.com | REPORT AND OPINION OF THE SINGLE AUDITOR (Consolidated Accounts) Dear Shareholders, Opinion of the Single Auditor Dear Shareholders, We have audited the company LS – Luís Simões, S.G.P.S., S.A., in accordance with article 420 of the Commercial Companies Code and the company’s Articles of Association, the results of which lead us to opine that you should approve the Consolidated Management Report and the Consolidated Accounts for the year of 2009. Lisbon, 26 May 2010 In compliance with the legal and applicable provisions, it is incumbent on us to issue the annual report on the audit of the consolidated accounts of LS – Luís Simões, S.G.P.S., S.A., regarding the financial year ended on 31 December 2009, which the Board of Directors submitted to us, together with the consolidated Management Report, so as to be audited in accordance with the provisions laid down on Article 508-D, No. 1 of the Code of Commercial Companies. The Single Auditor Ernst & Young Audit & Associados - Sroc, S.A. Registered Auditor Company (No. 178) Represented by: We verified that the consolidation perimeter was defined by LS – Luís Simões, S.G.P.S., S.A., as Consolidant Company, in accordance with the provisions laid down in Decree Law No. 238/91 of 2 July, and that, in its essecial aspects, the standards of account consolidation published in Annex 1 to the abovementioned Decree Law were appropriately apllied. With regards to the companies integrated in the consolidation perimeter, we assessed their respective Reports, Opinions and Registered Auditor’s Report issued by their audit bodies in accordance with the legal and statutory provisions apllicable to them. Under the Code of Commercial Companies, we have issued on the consolidated accounts audita and whithin the scope of our duties as Registered Auditors, the Registered Auditor’s Report on the Consolidated Accounts and on the Annual Report and Accounts on the Audit Performed, which is now an integral part of our Report. Paulo Jorge Luís Da Silva (Registered Auditor No. 1334) The management consolidated report generally meets the requirements of the Code of Commercial Companies and we verified that its content and the consolidated accounts are in accordance. Given the above, and as if we have not encountered any issue that materially affects the true and fair financial position and results of all companies included in consolidation, making deliberate on the consolidated annual report and the consolidated accounts the following opinion: Sustainability Report 2009 | ENGLISH 92 Public Company – Share Capital 1,105,000 Euros – registered on the Portuguese Board of Registered Auditors under No. 178 – Registered on CMVM (Portuguese Securities Market Commission) under No. 9011 – Tax Payer No. 505 988 283 – Registered on Lisbon Companies Registry under No. 505 988 283 – A member firm of Ernst & Young Global Limited Ernst & Young Audit & Associados - SROC, S.A. Avenida da República, 90-6° 1600-206 Lisboa, Portugal Telf: +351 217 912 000 Fax: +351 217 957 586 www.ey.com | REGISTERED AUDITOR’S REPORT Introduction 1. We have audited the consolidated financial statements of LS – Luís Simões, S.G.P.S. which comprise the Balance Sheet as at 31 December 2009 (reflecting a total of 170.317.636 Euros and total equity of 47.709.813 Euros, including a net profit of 1.015.569 Euros) the Consolidated Income Statement by Natures and By Functions and the Consolidated Cash Flow Statement for the year then ended, and the related Annex. Responsibilities 2. The Board of Directors is responsible for preparing the consolidated financial statements giving a true and fair view of the financial position of the group of companies included in the consolidation, the consolidated profits of its operations and the consolidated cash flows, as well as for adopting appropriate accounting policies and criteria and keeping an appropriate internal control system. 3. Our responsibility is to express a professional and independent opinion based on our audit to those financial statements. - the assessment of whether the adopted accounting policies are appropriate to the company’s circumstances and if their application was regular and if they were adequately disclosed; - the examination of the applicability of the principle of continuity; and - the evaluation of the overall adequacy of the presentation of information in the consolidated financial statements. 5. The audit also included our opinion on whether the information given in the consolidated Management Report is consistent with the consolidated financial statements. 6. We believe that the audit carried out provides an acceptable basis for expressing our opinion. Opinion 7. In our opinion, the consolidated financial statements give a true and fair view, in all aspects materially relevant, of the state of LS – Luís Simões, S.G.P.S., S.A. consolidated affairs as at 31 December 2009, the consolidated profits of its operations and consolidated cash flows for the financial year then ended, in accordance with the accounting principles generally accepted in Portugal. Lisbon, 26 May 2010 Ernst & Young Audit & Associados - SROC, S.A. Independent Registered Auditors Firm (No. 178) Represented by: Scope 4. We conducted our audit in accordance with the Technical Standards and Guidelines of Revision/Audit of the Portuguese Board for Registered Auditors, which require the planning and performance of the audit so as to obtain reasonable assurance that the consolidated financial statements are free from material misstatements. In order to do so, the audit included: - the examination of whether the financial statements of the companies included in the consolidation were adequately audited and, for those significant cases where they have not, the examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements and the assessment of the estimates based on judgements and criteria made by the Board of Directors and used in the preparation of the financial statements; - the examination of the consolidation operations; Sustainability Report 2009 | ENGLISH Paulo Jorge Luís Da Silva (Registered Auditor No. 1334) 93 Public Company – Share Capital 1,105,000 Euros – registered on the Portuguese Board of Registered Auditors under No. 178 – Registered on CMVM (Portuguese Securities Market Commission) under No. 9011 – Tax Payer No. 505 988 283 – Registered on Lisbon Companies Registry under No. 505 988 283 – A member firm of Ernst & Young Global Limited Transportes Luís Simões, S.A. A| MANAGEMENT REPORT ACTIVITY IN THE FINANCIAL YEAR Transportes Luís Simões has operated on the transport market for over 60 years, being situated amongst the biggest Portuguese companies in this sector. The core business of the company is the road transport of goods, operating on the basis of the integrated management of the approach to the Iberian transport market in conjunction with the company Luís Simões Logística Integrada S.A., based in Madrid, and the company Transportes Reunidos dedicated to the forwarding agents segment in import and export flows from/to markets beyond the Iberian peninsula. These companies are market leaders in services between Portugal and Spain, holding a market share of over 12% in this specific segment, measured in tonnes transported. 2009 was, self-evidently, a difficult year characterised by a major retraction in demand for the company which at times was over 30% down on 2008. The economic stagnation in Portugal, and particularly in Spain, a country which has been the chief engine of this market in recent years, obviously had decisive effects on the triggering of this reduction. 2009 was also a year in which an upward trend in sales was observed in the food and large-scale distribution sectors, to the detriment of sectors such as Automobiles or support industries for civil construction activities. In a year in which the company made endeavours to maintain its clients and ensure the service level thereunto, undertaking a series of projects which allowed the degree of competitiveness thereof to be increased. The following are worth highlighting: ▪ The consolidation of the Ecodriving project which enabled reductions in fuel consumption in sustained fashion. Transportes Luís Simões, S.A. NIPC (corporate ID) n.º 500 289 050 | Share Capital: 7,000,000.00 Euros | Mat. n.º 500 289 050 CRC Loures | Moninhos 2671-951 Loures Sustainability Report 2009 | ENGLISH ▪ Implementation of the E@sy7 project by way of the use of the LSnet portal and the electronic self-invoice allowed an increase in the degree of automation in the relationship with suppliers, also strengthening the credibility of the company as regards compliance with payments to suppliers. ▪ The management of the inter-regional service in progressively centralised fashion was consolidated, with clear advantages in terms of the control of the transport operation. ▪ The first steps were taken in the formatting of a Business Intelligence tool, deploying a mixed team with the participation of external consultants which will allow closer monitoring of the key variables for this business. ▪ As regards the Outsourcing of transport, a segmentation was carried out of the hauliers into three groups in accordance with the quality of the associated fleets and the duration of the contracts. This new arrangement associated with the specific loyalty programmes allows a more sustained commitment to be made in this ever more strategic resource ensuring Group growth. ▪ Self-evidently, we are continuing to commit to technologically evolved fleets with Euro V engines and other components such as the automatically loading Semi-Trailers, amongst other new items. ECONOMIC AND FINANCIAL ANALYSIS Transportes Luís Simões achieved Turnover of 72 948 000 Euros. The fall on 2008 is the reflection of the slowdown in the world economy, with the reduction of the activity of some structural clients of the company. The impact caused by the climate of the markets did not have the same effect on Operating Results, with the latter having recorded a considerable recovery, becoming positive to the tune of 660 000 Euros. The strategy followed by Transportes Luís Simões, highly geared towards process optimisation, was vital to endow the company with this Result level. The management of the inter-regional service in progressively centralised fashion was consolidated, with clear advantages in terms of the control of the transport operation. However, it was on the national market, and against an unfavourable backdrop, that the company found success for its activity, measures which 94 together culminated in a positive impact on the operating costs of the company, contributing to the 33% increase in EBITDA. Evolution in Sales (Thousands Euros) average age of the fleet. In 2009 the Cash Flow for the company stood at 4 981 000 Euros. Investment stood at 3 500 000 Euros, assigned, in the main, to the acquisition of vehicles. The Financial Autonomy and Solvency indices closed the year at 22% and 29%, respectively. 82.476 81.683 Evolution in Cash Flow and Investment (Thousands Euros) 81.199 72.948 Cash Flow 10.035 8.908 2006 2007 2008 7.118 2009 Evolution in EBITDA (Thousands Euros) 8.000 6.816 6.931 6.000 5.720 5.196 4.000 2.000 0 2006 2007 2008 Investment 7.233 5.597 The Net Result still reflects, and similarly to last year, the negative effect of the Brent Hedge financial product. This was a financial operation carried out in 2008 from the perspective of prudence and insurance, at a time when there was a spiralling of Brent prices, a trend which was then reversed, culminating in a sharp fall in prices. 2009 This market performance gave rise to a financial cost of 3 129 000 Euros, making a negative contribution to the Net Result which in 2009 settled at 1 290 000 Euros, excluding this effect it would have been positive to the tune of 1,839,000 Euros. The Extraordinary Result submitted the sum of 555 000 Euros, largely referring to the gains generated from the disposal of vehicles used to ensure the low Sustainability Report 2009 | ENGLISH Legend 2006 2007 6.969 2008 4.981 3.500 2009 PROSPECTS FOR 2010 2010 is regarded as a year for starting the economic recovery with positive impacts anticipated in the Group. On the one hand, it is hoped that the major reductions in sales, to wit on the market between Portugal and Spain, will give rise to a recovery, even if only slight, and that the commercial projects won over during 2009 will be fully operational in 2010. As ever, we live in the shadow of the evolution in fuel prices which have registered a clear increase in late 2009, but which it is expected will not increase in international terms to amounts of above 80 dollars per Barrel. In terms of new projects, worthy of special mention is the construction of a Transport Management Terminal in the central area of Portugal. This terminal, which is expected to be the first of many within the company, shall clearly characterise the alteration to the model in terms of transport operation management. The deployment of various technologies which increase the control of the various units managed in the context of the transport and management in consolidated fashion at a terminal, should lead to an increase in productivity levels. On the other hand, the information management tool devised during 2009 will be consolidated in 2010 as well as the implementation thereof with the end users, allowing a greater command of the key business variables. 95 Commercially, we also have a series of well-defined targets which, if awarded, shall enable the company to have interesting sales growths. In 2009 it was the company’s intention to proceed with the implementation of the transport management project in Intermodal format. However, and in view of the great dip in activity recorded throughout the Iberian Peninsula, conditions were not in place to put it into practice. This reduction in activity was very evident, not allowing us to have guarantees of critical mass (in terms of transport volumes) which managed to meet the hefty investments associated with the project. For 2010, and as regards intermodality, we will continue to pay attention to the opportunities which prove advantageous to the company. GOVERNING BODIES The Board of Directors Chairman / Managing Director Member Member José Luís Soares Simões Leonel Fernando Soares Simões Jorge Manuel Soares Simões General Meeting Board Clara Maria Campos Monteiro Ribeiro Isabel Maria Blazquez Pereira Silva Chairman Secretary Statutory Auditor Ernst & Young Audit & Associados Rui Abel Serra Martins Permanent Member Alternate DISTRIBUTION OF RESULTS AThe company Transportes Luís Simões, S.A. closed the financial year of 2009 with negative Net Results of 1,289,716.17 Euros. In view of the legal and statutory provisions applicable, the following distribution of results is proposed: Results Carried Forward -1.289.716,17 Moninhos: February 15th 2010 José Luís Soares Simões Chairman Leonel Fernando Soares Simões - Member Jorge Manuel Soares Simões - Member Sustainability Report 2009 | ENGLISH 96 B| FINANCIAL STATEMENTS BALANCE SHEET CEE C Amounts stated in Euros Accounts Codes POC (Chart of Accounts) I 1 1 431 432 1 2 2 3 3 3 4 422 423 424 425 426 429 441/6 II III 5 D 4113+414+415 I 1 36 II 1 2 218 252 II 1 2 4 4 IV 211 252 24 262+266+267+ 267+221 12+13+14 E 271 272 276 Gross Assets ASSETS Fixed Assets Intangible Fixed Assets: Set-up Expenses R&D Expenses Tangible Fixed Assets: Buildings and Other Constructions Basic Equipment Transport Equipment Tools and Utensils Administrative Equipment Other Tangible Fixed Assets Fixed Assets in Progress Financial Investments: Securities and Other Financial Applications Circulating Capital Stocks: Consumable supplies Debts owed by Third Parties - medium and long-term: Bad Debt Clients Group Companies Debts owed by Third Parties - Short Term: Clients, c/a Group Companies State and Other Public Bodies Other Debtors Bank Deposits and Cash: Bank Deposits Accruals and Deferrals Income Accruals Deferred Costs Deferred Tax Assets Total Depreciations Total Adjustments Total Assets Sustainability Report 2009 | ENGLISH 2009 Deprec. And Adjustments 2008 Net Assets Net Assets 525.502,62 3.000,00 528.502,62 525.502,62 3.000,00 528.502,62 0,00 0,00 0,00 0,00 833,42 833.42 371.964,74 34.899.928,36 45.223,72 19.523,55 2.445.621,43 22.438,26 189.644,47 37.994.344,53 34.758,59 20.581.635,37 45.223,72 17.596,29 2.282.548,97 22.438,26 22.984.201,20 337.206,15 14.318.292,99 0,00 1.927,26 163.072,46 0,00 189.644,47 15.010.143,33 368.600,07 20.586.184,72 0,00 2.250,30 29.802,21 0,00 396.059,26 21.382.896,56 2.298,46 2.298,46 0,00 2.298,46 2.298,46 2.298,46 2.298,46 200.351,51 200.351,51 0,00 200.351,51 200.351,51 119.025,64 119.025,64 3.133,23 1.400.000,00 1.403.133,23 3.133,23 3.133,23 13.963.050,38 984.289,45 14.393.137,54 1.576.995,47 1.255.235,10 16.202.574,93 2.984.786,08 18.954.919,09 964.571,44 964.571,44 964.571,44 964.571,44 524.356,21 524.356,21 3.326.937,62 39.013,12 1.631.190,46 4.997.141,20 3.326.937,62 39.013,12 1.631.190,20 4.997.141,20 1.574.669,72 3.688,82 921.982,01 2.500.340,55 38.780.214,07 43.487.803,16 1.189.956,10 1.400.000,00 2.589.956,10 1.186.822,87 1.186.822,87 13.963.050,38 984.289,45 1.255.235,10 16.202.574,93 63.479.740,76 0,00 23.512.703,82 1.186.822,87 24.699.526,69 97 BALANCE SHEET (Ctd.) Amounts stated in Euros Accounts Codes 2009 POC (Chart of Accounts) CEE 2008 EQUITY AND LIABILITIES A Equity I 51 Capital IV 7.000.000,00 7.000.000,00 Reserves: 1 571 Legal Reserves 481.858,22 481.858,22 4 574 a 579 Other Reserves 3.731.194,55 3.731.194,55 -1.262.235,69 24.508,65 V 59 Results Carried Forward VI 88 Net Result for the Financial Year Subtotal Total Equity 9.950.817,08 11.237.561,42 -1.289.716.17 -1.286.744,34 8.661.100,91 9.950.817,08 74.189.96 62.108,80 74.189.96 62.108,80 Liabilities B Provisions for Risks and Charges: 3 293/8 Other Provisions for Risks and Charges C Debts owed to Third Parties - medium and long-term 2 231+12 6 252 Debts to Credit Institutions Group Companies 8 2611 Suppliers of Fixed Assets, c/a C 160.407,97 700.000,00 8.945.260,36 12.268.677,75 8.945.260,36 13.129.085,72 Debts to Third Parties - Short Term 2 231+12 4 221 Debts to Credit Institutions Suppliers, c/a 4 228 Suppliers - Invoices being Received and Conferred 6 252 Group Companies 8 2611 Suppliers of Fixed Assets, c/a 5.465.692,12 8 24 State and Other Public Bodies 471.416,53 565.567,97 8 262+263+264+265 Other Creditors 162.111,67 359.271,47 809.257,76 9.504.210,46 26.170,79 3.796,01 17.624.777,41 17.203.447,95 3.078.354,18 2.966.984,23 303.426,94 133.457,21 700.000,00 267+268+211 D 762.342,65 10.037.043,65 5.961.344,28 Accruals and Deferrals 273 Cost Accruals 274 Deferred Income 276 Deferred Tax Liabilities 93.104,31 41.902,17 3.474.885,43 3.142.343,61 Total Liabilities 30.119.113,16 33.536.986,08 Total Equity and Liabilities 38.780.214,07 43.487.803,16 The Accountant The Board Cesaltina Maria Soares Gonçalves José Luís Soares Simões - Chairman | Leonel Fernando Soares Simões - Member | Jorge Manuel Soares Simões - Member Sustainability Report 2009 | ENGLISH 98 PROFIT-AND-LOSS ACCOUNT BY NATURE Accounts Codes CEE 2009 POC (Chart of Accounts) 2008 COSTS AND LOSSES A 2.a) 61 Cost of consumable supplies: Goods 61.235,11 Materials 2.b) 62 3 3.a) 9.352.847,52 External Services and Supplies 641+642 49.568.077,04 Remunerations 13.235.470,57 Others 2.402.351,11 4.a) 662+663 Deprecs. of Tangible and Intangible Fixed Assets 4.b) 666+667 Adjustments 5 67 Provisions 5 63 Taxes 5 65 Other Operating Losses and Costs 14.742.704,92 681+685+686+ 687+688 556.406,94 159.791,31 12.081,16 38.745,20 Interest and Similar Costs: Relating to Group Companies 56.223,60 Extraordinary Losses and Costs Income Tax for the Financial Year Net Result for the Financial Year 17.501.710,86 6.883.336,84 247.325,75 229.372,61 22.134,46 3.654.279,69 (G) 88 6.271.208,38 23.229,05 81.120.562,34 (E) 86 2.759.005,94 6.667.321,93 (C) 69 15.637.821,68 190.627,41 Others 13 11.938.632,43 56.127.140,97 5.702.720,28 (A) 8+11 11.934.732,43 Social Charges: 645/8 10 9.414.082,63 Staffing Costs 3.b) 7 3.900,00 270.554,80 92.721.375,90 50.065,28 3.676.414,15 3.009.833,24 3.059.898,52 84.796.976,49 95.781.274,42 465.881,71 550.988,83 85.262.858,20 96.332.263,25 -832.777,56 -1.064.153,43 84.430.080,64 95.268.109,82 -1.289.716,17 -1.286.744,34 83.140.364,47 93.981.365,48 INCOME AND GAINS B 1 71 Sales: Goods 1 72 Services Rendered 71.000,00 Valores em Euros Sustainability Report 2009 | ENGLISH 72.876.822,13 99 2.688,00 72.947.822,13 81.675.307,66 81.198.643,98 3 75 In-house Works 4 73 Supplementary Income 4 74 Operating Subsidies 4 76 Other Operating Gains and Income 4 77 Reversals of Depreciations and adjustments 0,00 49.499,60 8.598.922,26 9.114.447,20 40.913,61 112.788,16 22.546,30 170.564,85 (B) 7 7811+7813+7814+ 7818+785+786+ 787+788 356.550,70 8.832.947,02 201.887,62 81.780.769,15 9.785.673,68 91.033.817,26 Other Interest and Similar Income Relating to Group Companies 43.648,19 Others 295.510,92 (D) 50.777,23 339.159,11 344.234,72 395.011,95 82.119.928,26 91.428.829,21 1.020.436,21 2.552.536,27 83.140.364,47 93.981.365,48 660.206,81 -1.687.558,64 Financial results: (D-B)-(C-A) -3.337.255,04 -2.664.886,57 Current Results: (D)-(C) -2.677.048,23 -4.352.445,21 Pre-tax Results: (F)-(E) -2.122.493,73 -2.350.897,77 Net Result for the Financial Year: (F)-(G) -1.289.716,17 -1.286.744,34 9 79 Extraordinary Gains and Income (F) Summary. Operating Results: (B)-(A) The Accountant The Board Cesaltina Maria Soares Gonçalves José Luís Soares Simões - Chairman | Leonel Fernando Soares Simões - Member | Jorge Manuel Soares Simões - Member ANNEX TO THE BALANCE SHEET AND THE PROFIT-AND-LOSS ACCOUNT Financial Year of 2009 (Information stated in euros) The company belongs to the Luís Simões Group, its parent company being LS – Luís Simões SGPS, SA, just like the other group companies. 0 - INTRODUCTORY NOTE 0.1. Company: Transportes Luís Simões, S.A. Registered Offices: Moninhos – Loures Date of Incorporation: November 14th 1968 Activity: Occasional Public Transport of Goods NIPC (corporation tax code):500 289 050 0.2. The Financial Statements were drawn up in accordance with the historic costs agreement, modified by the revaluation of tangible fixed assets and on an ongoing concern basis and in accordance with the basic accounting principles of consistency, prudence, accruals basis, substance over form and materiality. The same also relate to qualitative characteristics of relevance, reliability and comparability. Sustainability Report 2009 | ENGLISH 100 0.3. Those notes not mentioned do not apply to the Company or do not relate to materially relevant accounting events or did not occur in the financial year to which this annex relates. 3 - ACCOUNTING PRINCIPLES AND VALUATIION CRITERIA USED 3.1. Stocks 3.1.1. Consumable supplies These are valued at the price of acquisition, adopting the weighted average cost as the costing method for outgoings. 3.2. Fixed Assets 3.2.1. Intangible Fixed Assets Intangible fixed assets are recorded at the cost of acquisition. Depreciations are calculated in accordance with the straight-line method according to the laws in force. 3.2.2. Tangible Fixed Assets Tangible Fixed Assets are recorded in the balance sheet at the cost of acquisition, with the exception of assets revalued under the terms of the legislation published to this end. Depreciations are calculated in accordance with the straight-line method according to the laws in force. 3.2.3. Financial Investments The Financial Investments are shown on the balance sheet at the cost of acquisition. 3.3. Debts owed by and to third parties in foreign currency Debits and Credits of this nature relating to currencies from countries not belonging to the EuroZone were adjusted in line with the exchange rates in force on December 31st 2009. 3.4. Adjustments of debts receivable The value of the Adjustments corresponds to the risk of collection of the respective debts. 3.5. Deferred taxes Deferred Taxes relate to the temporary differences between the amounts of the assets and liabilities for the purposes of accounting reporting and the respective amounts for the purposes of taxation. Deferred Tax Assets and Liabilities are calculated and valued using the taxation rates which are expected to be in force on the date of reversal of temporary Sustainability Report 2009 | ENGLISH differences. Since the financial year of 2007 the company has been included in the Special Taxation Regime of Company Groups (“RETGS”) led by the shareholder LS – Luís Simões, SGPS, S.A. 3.6. Financial Hedging Instruments In order to cover the risk of variation in fuel prices, the company carried out fuel swaps contracts. The results of these operations were recognised under financial income or costs at the time of settlement of the corresponding operation. 4 - RATES USED TO CONVERT INTO PORTUGUESE CURRENCY THOSE ACCOUNTS INCLUDED IN THE BALANCE SHEET AND IN THE PROFIT-AND-LOSS ACCOUNT, ORIGINALLY STATED IN FOREIGN CURRENCY Description MAD Amounts payable 11,422 Amounts receivable 11,223 6 – DISSEMINATION OF THE MAIN COSTS (INCOME) COMPONENTS REGARDING TAXES The Company is subject to Corporation Tax (IRC) at the current rate of 25%, plus a maximum municipal surcharge of 1.5%, on taxable profit, attaining a total rate of 26.5%. Under the terms of article 81 of the CIRC, the Company is subject to autonomous taxation on a series of charges at the rates foreseen therein. As mentioned in Note 3.5., since the financial year of 2007 the Group companies have been included in the Special Taxation Regime for Company Groups (“RETGS”) under the terms of article 63 and the following articles of CIRC, led by the shareholder LS – Luís Simões, SGPS, S.A., meaning that the taxes calculated individually are reflected in the shareholder amount included in the item “Group Companies”. In accordance with the legislation in force, the tax returns are subject to revision and correction by the tax authorities during a period of four years (ten years for Social security until 200, inclusive, and five years as from 2001), unless there 101 should be tax losses, or inspections, complaints or challenges are in progress, in which cases, depending on the circumstances, the timeframes are prolonged or suspended. The reconciliation between the accounting result and the taxable result and between the current tax and the tax for the financial year on income is as follows: 2009 The Company applied the provisions of Accounting Guideline no. 28 relating to the posting of Deferred Taxes. The movements occurring in the financial year as a result of the adoption of this new law as regards their nature and impact, are as follows: 2008 Description Current tax Pre-tax result -2.122.493,73 -2.350.897,77 Temporary differences -66.654,77 267.886,80 Permanent differences -1.215.528,06 -1.941.079,43 Taxable result Tax losses (temporary difference) Tax losses (temporary difference) - RETGS -3.404.676,56 -4.024.090,40 2.667.747,41 3.579.459,81 736.929,15 444.630,59 0,00 0,00 IRC (corporation tax) 25,00% 25,00% Municipal Surcharge 1,50% 1,50% 0,00 0,00 0,00 0,00 20.477,18 19.528,63 20.477,18 19.528,63 Effect on the Financial Year -669.022,45 -965.854,95 Effect on the Financial Year -RETGS -184.232,29 -117.827,11 (II) -853.254,74 -1.083.682,06 (I) + (II) -832.777,56 -1.064.153,43 Use of Tax Break Autonomous taxations Current Tax (I) Effect of the Financial Year Closing balance 894.864,95 655.920,71 27.117,06 -18.728,73 8.388,33 0,00 72.016,47 72.016,47 921.982,01 709.208,45 1.631.190,46 41.902,17 -19.749,10 22.153,07 0,00 70.951,24 70.951,24 41.902,17 51.202,14 93.104,31 Deferred Tax assets: Tax losses Adjustments of debts owed by third parties Leaseback – Untaxed Gains 1.550.758,66 Deferred Tax Liabilities: Gains untaxed owing to reinvestment Leaseback – Depreciations not accepted Rate of tax Opening balance 7 - MEAN NUMBER OF PEOPLE IN THE PAY OF THE COMPANY Employees............................................................................... 638 8 - COMMENTS TO ITEM 431 “SET-UP EXPENSES” 8.1. Set-up Expenses The Set-up Expenses item balance essentially includes expenses defrayed on the computing project embarked upon, an international study for franchising, a Quality project of Standard ISO 9001:-2000 and a clienting project. Deferred tax Deferred tax Income Tax for the Financial Year Sustainability Report 2009 | ENGLISH 102 10 - MOVEMENTS OCCCURING IN THE ITEMS OF THE FIXED ASSETS INCLUDED ON THE BALANCE SHEET AND IN THE RESPECTIVE DEPRECIATIONS AND PROVISIONS GROSS ASSETS Items Opening balance Revaluation/adjustment Increases Transfers and write-offs Disposals Closing balance INTANGIBLE FIXED ASSETS Set-up Expenses 525.502,62 R&D Expenses 525.502,62 3.000,00 3.000,00 528.502,62 0,00 0,00 0,00 3.131.771,51 7.158.275,11 0,00 528.502,62 TANGIBLE FIXED ASSETS Buildings and Other 371.964,74 Constructions 38.538.685,45 Transport Equipment 50.510,98 Tools and Utensils 19.907,62 Administrative Equipment 371.964,74 -5.287,26 34.899.928,36 45.223,72 2.267.535,20 Other Tangible Fixed Assets 387.746,51 178.432,99 384,07 19.523,55 346,76 2.445.621,43 22.438,26 Fixed Assets in Progress 22.438,26 396.059,26 189.644,47 41.667.101,51 3.499.848,97 7.159.005,94 -396.059,26 189.644,47 -13.600,01 37.994.344,53 FINANCIAL INVESTMENTS Securities and Other Financial Applications 2.298,46 2.298,46 2.298,46 0,00 0,00 0,00 0,00 2.298,46 DEPRECIATIONS AND PROVISIONS Items Opening balance Increase Cancellation/Reversal Closing balance INTANGIBLE FIXED ASSETS Set-up Expenses R&D Expenses 525.502,62 525.502,62 2.166,58 833,42 527.669,20 833,42 3.364,67 31.393,92 17.952.500,73 5.625.007,16 3.000,00 0,00 528.502,62 TANGIBLE FIXED ASSETS Buildings and Other Constructions Basic Equipment Transport Equipment Tools and Utensils Administrative Equipment Other Tangible Fixed Assets 50.510,98 34.758,59 2.995.872,52 20.581.635,37 5.287,26 45.223,72 17.657,32 323,04 384,07 17.596,29 2.237.732,99 45.162,74 346,76 2.282.548,97 5.701.886,86 3.001.890,61 22.984.201,20 22.438,26 20.284.204,95 Sustainability Report 2009 | ENGLISH 22.438,26 103 14 - OTHER INFORMATION RELATING TO FIXED ASSETS The Fixed Assets are allocated to company activity. 23 - TOTAL VALUE OF BAD DEBTS IN EACH OF THE ITEMS OF DEBTS OWED BY THIRD PARTIES INCLUDED ON THE BALANCE SHEET Bad debt clients..............................................................1.189.956,10 15 - INDICATION OF THE ASSETS USED ON A LEASING BASIS, MENTIONING THE RESPECTIVE BOOK VALUES Net Fixed Assets Short-term Medium and long-term 12.995.390,99 14.198.439,32 5.253.178,63 8.945.260,36 12.995.390,99 14.198.439,32 5.253.178,63 8.945.260,36 Description Basic Equipment Value of debt 25 - TOTAL AMOUNT OF ACTIVE AND PASSIVE DEBTS RELATING TO COMPANY STAFF Active Debts (Accounts 2624/2627)............................................7.110,39 Passive Debts (Accounts 2622/2629)...........................................2.378,86 29- VALUE OF THE DEBTS TO THIRD PARTIES OWED FOR OVER FIVE YEARS Balance Sheet Items Debt at over one year is staggered as follows over time: Years Suppliers of Fixed Assets (Lessors) Value of debt 2011 4.262.916,55 2012 2.637.005,01 2013 2.020.037,86 2014 25.300,94 8.945.260,36 16 - TABLE REGARDING THE GROUP COMPANIES, ASSOCIATES AND AFFILIATES AThe Financial Statements of this company are included in the Consolidated Financial Statements of the following company: Business name: LS – Luís Simões, SGPS, S.A. Registered Offices: Moninhos – Loures NIPC (corporation tax code): 503 717 789 Opening balance Increase Reversal Closing balance Debts owed by Third Parties: Bad Debt Clients Debts of over 5 years (Long-term) 8.945.260,36 0,00 Total 8.945.260,36 32 - GUARANTEES PROVIDED Guarantor Amount Beneficiary Entity Guarantee Type Banco Espírito Santo 30.050,61 Servisa Targetas, S.A. Bank Banco Espírito Santo 230.124,00 API Bank CGD 13.412,50 CTT Bank BBVA 65.064,85 AICEP Bank Banco Espírito Santo 71.344,38 AICEP Bank In addition, the company submitted promissory notes to third parties as the guarantee of payment of debts which as at December 31st 2009 stood at 13,970,420.21 euros. 21 - BREAKDOWN IN CIRCULATING ASSETS ITEMS ADJUSTMENTS Items Debts of 1 to 5 years (Medium-term) 800.980,78 556.406,94 170.564,85 1.186.822,87 800.980,78 556.406,94 170.564,85 1.186.822,87 Sustainability Report 2009 | ENGLISH 34 – MOVEMENTS OCCCURRING IN THE PROVISIONS ITEMS Items 293-Provisions for Legal Proceedings in progress Opening balance Increase 62.108,80 12.081,16 Reduction Closing balance 74.189,96 104 36 - NUMBER OF SHARES OF EACH CATEGORY INTO WHICH THE CAPITAL OF THE COMPANY IS DIVIDED AND ITS NOMINAL VALUE The Share Capital is made up of 1,400,000 shares, with a nominal value of 5.00 Euros per share. 37 - STAKE IN THE SUBSCRIBED CAPITAL OF EACH OF THE CORPORATE BODIES HOLDING AT LEAST 20% THEREIN Shares Subscribed Shareholder Number LS – Luís Simões, SGPS, S.A. % 1.400.000 100 Stake in Capital % 100 Voting Rights % 44 - DISTRIBUTION OF THE NET VAUE OF SALES AND THE SERVICES RENDERED AS CALCULATED IN ITEMS 71 AND 72 Description Internal market 50.173.530,61 External market 22.774.291,52 Total 72.947.822,13 45 - FINANCIAL PROFIT-AND-LOSS ACCOUNT Costs and losses 100 681 Interest paid 685 Forex losses 40 - CLARIFICATION AND JUSTIFICATION OF THE MOVEMENTS OCCURRING IN THE FINANCIAL YEAR IN EACH OF THE EQUITY ITEMS INCLUDED ON THE BALANCE SHEET Items 51 Capital Opening balance Increase Reductions 7.000.000,00 Closing balance 571 Legal Reserves 481.858,22 481.858,22 3.703.692,07 3.703.692,07 575 Subsidies 27.502,48 27.502,48 Results Carried Forward 24.508,65 574 Free Reserves 59 88 Net results 1.286.744,34 -1.262.235,69 -1.286.744,34 -1.289.716,17 -1.286.744,34 -1.289.716,17 688 Other Financial Losses and Costs Financial results Income and gains Goods 781 Interest earned Initial stocks Purchases Stock adjustment Final stocks Costs in the financial year 0,00 119.025,64 61.235,11 9.434.173,39 0,00 200.351,51 61.235,11 9.352.847,52 Sustainability Report 2009 | ENGLISH 2008 986.275,65 109,20 16,89 2,40 3.152.614,44 2.073.605,98 -3.337.255,04 -2.664.886,57 339.159,11 395.011,95 Financial Years 2009 43.648,19 2008 50.777,23 286,80 786 Prompt payment discounts obtained 788 Reversals and other financial income and gains 555,74 294.955,18 343.947,92 339.159,11 395.011,95 46 - EXTRAORDINARY PROFIT-AND-LOSS ACCOUNT Income and gains Consumable supplies 2009 523.688,11 785 Forex gains 41 - STATEMENT OF THE COST OF THE CONSUMABLE SUPPLIES Movements Financial Years 686 Prompt payment discounts granted 7.000.000,00 57 Reserves Amount Financial Years 2009 2008 691 Donations 34.360,00 62.098,78 692 Bad debts 123.310,50 166.379,99 45.067,87 17.310,52 694 Losses in fixed assets 695 Fines and penalties 697 Corrections Relating to Previous Financial Years 698 Other Extraordinary Losses and Costs Extraordinary Results 4.500,00 70.674,42 1.400,00 192.468,92 299.299,54 554.554,50 2.001.547,44 1.020.436,21 2.552.536,27 105 Financial Years Income and gains 2009 792 Debt Recovery 794 Gains in fixed assets 795 Contractual Penalties and Benefits 2008 797 Corrections Relating to Previous Financial Years 798 Other Extraordinary Gains and Income Quantity Start Date Final Date Result in 2009 Swap 6 months 317 Tonnes 01-08-2008 31-01-2009 -179.765 3.306,50 3 way extendible 317 Tonnes 01-06-2008 31-12-2009 -1.130.671 36.129,80 Swap 24 months 317 Tonnes 01-06-2008 31-05-2010 -1.818.578 16.550,84 7.596,19 807.528,23 2.432.586,68 1.915,12 796 Reductions in depreciations and provisions B) Itemisation of derivative products subscribed by the company, to wit Brent price hedging: 30.836,00 14,34 163.606,02 72.902,76 1.020.436,21 2.552.536,27 48 - OTHER INFORMATION DEEMED RELEVANT A) Movement in Group and Associate Companies Product -3.129.014 C) Factoring: In the present financial year the company signed a factoring contract for a total of 6,000,000 euros which details limits to its use for each client, having granted on 31-12-2009 the sum of 2,279,495 euros, in its entirety without right of recourse. D) Total R&D effort amounts Items Amounts R&D Investment Summary Receivables: Clients, c/a Group Companies – Short-term Group Companies – Medium and long-term Suppliers of Fixed Assets, c/a Group Companieso Purchase of Tangible Fixed Assets Operating Costs Financial Costs Extraordinary Costs Operating Income Financial Income Proveitos Extraordinários 2009 2008 984.289,45 Staffing Costs 202.472,34 238.935,63 1.400.000,00 General Costs 81.397,66 96.056,58 Fixed Assets 69.835,00 0,00 Stake in Capital 15.000,00 0,00 368.705,00 334.992,21 Turnover 72.947.822,13 81.198.643,98 Staffing Costs 15.637.821,68 17.501.710,86 Debts payable: Suppliers, c/a Items 289.817,12 637.754,00 11.605,36 700.000,00 81.207,36 6.732.251,78 22.134,46 128.232,50 22.109.349,79 43.648,19 Total R&D Investment The amounts recorded refer to R&D expenses related with: - the project to cut the costs of fuel consumed and increase operating efficiency; - implementation of the E@sy 7 project (electronic auto-billing project); - start of the Business Intelligence project to monitor the key business variables. 988.299,48 Sustainability Report 2009 | ENGLISH The Accountant The Board Cesaltina Maria Soares Gonçalves José Luís Soares Simões - Chairman Leonel Fernando Soares Simões - Member Jorge Manuel Soares Simões - Member 106 PROFIT-AND-LOSS ACCOUNT BY FUNCTION Items Sales and services rendered Financial Year 2009 2008 72.947.822,13 81.198.643,98 -74.286.162,17 -86.427.994,02 Gross results -1.338.340,04 -5.229.350,04 Other Operating Gains and Income 10.192.542,34 12.782.721,50 Administrative Costs -6.102.395,42 -5.946.013,95 Other Operating Losses and Costs -4.350.610,10 -2.971.979,63 Operating Results -1.598.803,22 -1.364.622,12 -523.690,51 -986.275,65 -2.122.493,73 -2.350.897,77 Taxes on current results 832.777,56 1.064.153,43 Current results after tax -1.289.716,17 -1.286.744,34 Net results -1.289.716,17 -1.286.744,34 -0,92 -0,92 Cost of sales and services rendered Net cost of financing Current Results Results per Share The Accountant The Board Cesaltina Maria Soares Gonçalves José Luís Soares Simões - Chairman | Leonel Fernando Soares Simões - Member | Jorge Manuel Soares Simões - Member 107 Sustainability Report 2009 | ENGLISH CASH FLOW STATEMENT Direct method ACTIVIDADES OPERACIONAIS 2009 Amounts stated in Euros 2008 RECEIPTS FROM CLIENTS Receipts from Clients 24.085.132,13 Receipts from other Clients 72.467.316,05 31.141.970,70 96.552.448,18 79.703.473,96 -76.415.910,58 -79.935.403,45 110.845.444,66 PAYMENTS TO SUPPLIERS Payments to Group suppliers -9.750.077,98 Payments to other Suppliers -66.665.832,60 -11.353.827,87 -91.289.231,32 PAYMENTS TO STAFF Remunerations -12.169.212,90 Advances to Staff -42.036,77 Other Payments to Staff -31.154,52 Flow Generated by the Operations -13.438.223,60 -46.471,83 -12.242.404,19 -70.846,95 7.894.133,41 -13.555.542,38 6.000.670,96 PAYMENT / RECEIPT OF IRC Payment of IRC Return of IRC 102.645,14 102.645,14 22.027,22 22.027,22 OTHER RECEIPTS RELATING TO OPERATING ACTIVITY Receipts from Other Debtors Receipts from Other Creditors Receipts from Other Taxes 2.594.141,75 8.503.204,15 222.520,43 106.945,32 4.356,90 2.821.019,08 1.774,82 8.611.924,29 OTHER PAYMENTS RELATING TO OPERATING ACTIVITY Payments to Other Debtors Payments to Other Creditors Settlement of VAT Settlement of Withholdings at Source Payments of TSU (single social charge) Payments from Other Taxes -80.640,85 -636.018,40 -3.092.135,77 -4.469.179,31 -894.236,57 -335.893,34 -545.613,53 -553.927,30 -2.811.628,57 -2.893.360,52 -215.582,08 Flow Generated Before Extraordinary Items -7.639.837,37 -266.869,22 3.177.960,26 -9.155.248,09 5.479.374,38 RECEIPTS RELATED WITH EXTRAORDINARY ITEMS Receipts from Bad Debts 16.550,84 2.921,15 Compensation of Claims 317.058,20 411.944,35 Other Extraordinary Receipts 2,43 333.611,47 1.409,50 416.275,00 PAYMENTS RELATED WITH EXTRAORDINARY ITEMS Donations -14.189,60 Payments of fines and penalties -1.314,65 Other Extraordinary Payments -89.700,78 Flow Generated from Extraordinary Activity Sustainability Report 2009 | ENGLISH 108 -1.682,87 -91.015,43 242.596,04 -48.274,33 -64.146,80 352.128,20 (1) FLOWS FROM OPERATING ACTIVITIES 3.420.556,30 5.831.502,58 FINANCING ACTIVITIES RECEIPTS FROM: Tangible Fixed Assets – group companies 1.524.719,43 1.539.337,50 Tangible Fixed Assets - Other Companies 2.099.573,63 3.252.483,97 Interest and Similar Income 3.624.293,06 286,80 4.792.108,27 PAYMENTS RELATING TO: Tangible Fixed Assets – group companies -91.943,00 -662.232,53 Tangible Fixed Assets - Other Companies -756.383,33 -2.864.001,71 Total Tangible Fixed Assets Return of Subsidies (2) -848.326,33 -848.326,33 -121.523,21 -121.523,21 FLOWS FROM INVESTMENT ACTIVITIES -3.526.234,24 2.654.443,52 -3.526.234,24 1.265.874,03 FINANCING ACTIVITIES RECEIPTS FROM: Loans obtained from Group Companies 45.921.544,32 Loans Obtained from Others 53.509.779,94 6.822.066,64 52.743.610,96 Total Loans Obtained Subsidies and donations 40.913,61 Interest from Loans Granted 50.777,23 52.743.610,96 53.509.779,94 53.509.779,94 91.126,32 91.690,84 64.336,55 155.462,87 PAYMENTS RELATING TO: Loans obtained from Group Companies -46.642.580,95 Loans Obtained from Others Total Loans Obtained Repayments of Leasing Contracts Interest and Similar Costs -54.670.873,72 -3.858.306,88 -510.407,96 -50.500.887,83 -55.181.281,68 -7.842.417,09 -4.967.402,89 -576.104,75 -859.648,92 Dividends -538.652,39 Interest from Loans Obtained (3) -50.065,28 FLOW FROM FINANCING ACTIVITIES Variations in Cash and its Equivalents -58.969.474,95 -52.792,38 -6.134.173,15 (1)+(2)+(3) -59.173,33 -61.599.778,26 -7.934.535,45 (1)+(2)+(3) -837.158,84 Cash and its Equivalents at the Start of the Period 385.914,37 1.223.073,21 Cash and its Equivalents at the End of the Period 326.741,04 385.914,37 The Accountant The Board Cesaltina Maria Soares Gonçalves José Luís Soares Simões - Chairman | Leonel Fernando Soares Simões - Member | Jorge Manuel Soares Simões - Member Sustainability Report 2009 | ENGLISH 109 ANNEX TO THE CASH FLOW STATEMENT 2-ITEMISATION OF THE CASH AND ITS EQUIVALENTS COMPONENTS RECONCILING THE AMOUNTS SHOWN IN THE CASH FLOW STATEMENT WITH THE ITEMS OF THE BALANCE SHEET C| REPORT AND OPINION OF THE SINGLE AUDITOR AND REGISTERED AUDITORS’ REPORT Ernst & Young Audit & Associados - SROC, S.A. Avenida da República, 90-6° 1600-206 Lisboa, Portugal Telf: +351 217 912 000 Fax: +351 217 957 586 www.ey.com Amounts stated in Euros Description Immediately mobilisable bank deposits 2009 2008 964.571,41 524.356,21 -637.830,37 -138.441,84 | REPORT AND OPINION OF THE SINGLE AUDITOR Cash equivalents: Cash and its Equivalents (Overdrafts) The Accountant The Board Cesaltina Maria Soares Gonçalves José Luís Soares Simões - Chairman Leonel Fernando Soares Simões - Member Jorge Manuel Soares Simões - Member Dear Shareholders, In compliance with the legal provisions and the Company’s Articles of Association, it is incumbent on us to issue the annual report on the audit of Company Transportes Luís Simões, S.A., regarding the financial year ended on 31 December 2009, and issue an opinion on the report, accounts and the proposal for the allocation of the profits presented by the Board of Directors. In the course of the financial year and as part of our appointed duties, we carried out, with satisfactory results and with the frequency and extent deemed most adequate, a general audit of all accounting procedures, as well as surveys of their corresponding records and other probative elements. The Board of Directors’ report explains the orientation of the Company’s policy during the financial year, as well as the policy proposal for 2010 financial year. The Balance Sheet, Income Statements, Cash Flow Statement and their respective Annexes, respecting all legal requirements, reflect the position of the accounting records at the end of the financial year and attest to the Company’s financial situation. The valuation criteria used for the preparation of accounts are laid down in the Annex to the Balance Sheet and to the Income Statements and Statement of the Cash Flows, and lead to a suitable assessment of company assets. All regulatory formalities as well as those from the Articles of Association with regards to the accountability and auditing of the Company were complied, whereby we issue the following Opinion, which shall be presented to shareholders and published as required by law: Sustainability Report 2009 | ENGLISH 110 Opinion of the Single Auditor Ernst & Young Audit & Associados - SROC, S.A. Avenida da República, 90-6° 1600-206 Lisboa, Portugal Telf: +351 217 912 000 Fax: +351 217 957 586 www.ey.com Dear Shareholders, We have audited the company Transportes Luís Simões, S.A., in accordance with article 420 of the Commercial Companies Code and the company’s Articles of Association, the results of which lead us to opine as follows: (a) The Management Report and the Accounts for the financial year of 2009 should be approved; (b) The Board of Directors’ proposal on the allocation of the profits of the financial year should be approved. Lisbon, 25 May 2010 | REGISTERED AUDITORS’ REPORT Introduction 1. We have audited the financial statements of Transportes Luís Simões, S.A., which comprise the Balance Sheet as at 31 December 2009 (reflecting a total of 38.780.214 Euros and total equity of 8.661.101 Euros, including a net loss of 1.289.716 Euros) the Income Statement by Natures and By Functions and the Cash Flow Statement for the year then ended, and the related Annex. Responsibilities The Single Auditor Ernst & Young Audit & Associados - Sroc, S.A. Independent Registered Auditor’s Firm (No. 178) Represented by: 2.The Board of Directors is responsible for preparing the financial statements giving a true and fair view of the Company’s financial position, the profits of its operations and cash flows, as well as for adopting appropriate accounting policies and criteria and keeping an appropriate internal control system. 3.Our responsibility is to express a professional and independent opinion based on our audit to those financial statements. Scope Paulo Jorge Luís Da Silva (Registered Auditor No. 1334) Public Company – Share Capital 1,105,000 Euros – registered on the Portuguese Board of Registered Auditors under No. 178 – Registered on CMVM (Portuguese Securities Market Commission) under No. 9011 – Tax Payer No. 505 988 283 – Registered on Lisbon Companies Registry under No. 505 988 283 – A member firm of Ernst & Young Global Limited Sustainability Report 2009 | ENGLISH 4. We conducted our audit in accordance with the Technical Standards and Guidelines of Revision/Audit of the Portuguese Board for Registered Auditors, which require the planning and performance of the audit so as to obtain reasonable assurance that the financial statements are free from material misstatements. In order to do so, the audit included: - the examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements and the assessment of the estimates based on judgements and criteria made by the Board of Directors and used in the preparation of the financial statements; - the assessment of whether the adopted accounting policies and their disclosure are appropriate to the company’s circumstances; - examination of the applicability of the principle of continuity; and - evaluation of the overall adequacy of the presentation of information in the financial statements. 111 5. The audit also included our opinion on whether the information given in the Management Report is consistent with the financial statements. 6. We believe that the audit carried out provides an acceptable basis for expressing our opinion. Opinion 7.In our opinion, the financial statements give a true and fair view, in all aspects materially relevant, of the state of Transportes Luís Simões, S.A. affairs as at 31 December 2009, the profits of its operations and cash flows for the financial year then ended, in accordance with the accounting principles generally accepted in Portugal. Lisbon, 25 May 2010 Ernst & Young Audit & Associados - SROC, S.A. Independent Registered Auditors Firm (No. 178) Represented by: Paulo Jorge Luís Da Silva (Registered Auditor No. 1334) 112 Public Company – Share Capital 1,105,000 Euros – registered on the Portuguese Board of Registered Auditors under No. 178 – Registered on CMVM (Portuguese Securities Market Commission) under No. 9011 – Tax Payer No. 505 988 283 – Registered on Lisbon Companies Registry under No. 505 988 283 – A member firm of Ernst & Young Global Limited Sustainability Report 2009 | ENGLISH Luís Simões Logística Integrada, S.A. (Sociedade Unipessoal) A| Balance and Profit and Loss Account BALANCE AT END OF YEAR 2009 NET WORTH AND LIABILITIES BALANCE AT END OF YEAR 2009 A) NET WORTH NOTE from ASSETS the REPORT A) NON-CURRENT ASSETS Fixed intangible 6 Software applications Fixed tangible 5 Technical installations and other fixed tangible assets 2009 2008 9.106.508 9.493.805 0 100 0 100 8.160.120 8.123.106 8.160.120 6.493.718 Assets under construction and advances Long term financial investments 8 Other financial assets Deferred tax assets 13 B) CURRENT ASSETS Stocks 9 0 1.629.388 464.743 483.408 464.743 483.408 481.645 887.191 21.772.260 19.448.349 0 63.513 0 63.513 21.579.851 19.337.204 20.749.028 18.743.115 131.791 246.303 658.785 347.786 4.419 0 35.828 0 122.452 22.863 69.957 24.769 69.957 24.769 30.878.768 28.942.154 Raw materials and other supplies Trade debtors and other receivables 8 Clients for sales and services Clients, companies from the group and associates 15 Debtors various Staff Other credits with the Public Administrations 13 Short term accruals Cash and other equivalent liquid assets Treasury TOTAL ASSETS (A + B) 10 Luis Simoes Logistica Integrada, S.A. (Sole Corporation) Tax Identification Nº: A79502357 | Capital: 6,000,000.00 Euros | Entered in the Companies Register of Guadalajara, in Volume 403, Book 0, Page 52, Sheet GU-4744, Entry 2 | Av. De la Industria nº5, 19200 Azuqueca de Henares (Guadalajara) Sustainability Report 2009 | ENGLISH NOTES from the REPORT 2009 2008 6.490.216 5.571.850 Own funds 6.490.216 5.571.850 Capital 6.000.000 6.000.000 6.000.000 6.000.000 1.491.886 1.365.817 11 Issued capital Reserves Legal and statutory Other reserves Results of previous years 247.481 234.875 1.244.405 1.130.942 (4.220.036) (4.220.036) Negative results of previous years (4.220.036) (4.220.036) Other contributions from partners 2.300.000 2.300.000 Year’s result B) NON-CURRENT LIABILITIES 8 Long term debts Debts with credit institutions C) CURRENT LIABILITIES Short term provisions 12 Short term debts Debts with credit institutions Other financial liabilities Short term debts with companies from the group and associates Trade creditors and other payables 126.069 4.570.831 3.637.009 4.570.831 3.637.009 4.570.831 20.751.543 18.799.473 139.801 259.801 6.292.358 7.737.090 8 6.245.571 5.308.776 8 46.787 2.428.314 8 e 15 10.551 872.135 14.159.995 9.930.447 7.332.632 5.736.069 402.395 448.366 3.185.319 2.136.614 393.836 352.197 8 Suppliers Suppliers, companies from the group and associates 918.366 3.637.009 15 Creditors various Staff (unpaid wages) Current tax liabilities 13 15.776 34.585 Other debts with the Public Administrations 13 2.830.037 1.222.616 Short term accruals TOTAL NET WORTH AND LIABILITIES (A+B+C) 148.838 0 30.878.768 28.942.154 113 PROFIT AND LOSS ACCOUNT PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDING ON 31 DECEMBER 2009 Nota (Debit) Credit (Debit) Credit 2009 2008 CONTINUING OPERATIONS Net turnover 14 Services Supplies 14 Consumption of raw materials and other consumables Work performed by other companies Other operating income Ancillary revenues and other current operating income Operating subsidies included in the year’s results Staff expenses 14 Wages, salaries and similar Social charges Other operating expenses Outside services 14 Taxes Loss, damage and changes in provisions for trade 8 Other current operating expenses Depreciation of fixed assets 5e6 Excess reserves Deterioration and result on disposals of fixed assets Results on disposals and other OPERATING RESULT (1+2+3+4+5+6+7+8+9+10+11) Financial income 14 From securities and other financial instruments From group companies and associates From third parties Sustainability Report 2009 | ENGLISH 76.188.939 72.738.573 76.188.939 72.738.573 (46.136.882) (48.212.828) (230.296) (419.114) (45.906.586) (47.793.713) 574.814 179.254 504.614 179.254 70.200 0 (14.878.845) (12.999.924) (11.545.190) (10.071.533) (3.333.655) (2.928.392) (12.942.487) (10.634.384) (12.216.423) (10.004.763) (63.686) (41.566) (197.914) (250.018) (464.464) (338.036) (1.277.456) (729.465) 0 1.352 (297) 26.783 (297) 26.783 1.527.786 369.362 193.914 170.892 193.914 170.892 4.851 0 189.063 170.892 114 Financial expenses (382.532) (368.812) (17.264) (17.091) (365.268) (351.721) 520 0 520 0 FINANCIAL RESULT (12+13+14+15+16) (188.098) (197.919) RESULT BEFORE TAX (A1+A2) 1.339.688 171.442 (421.322) (45.373) 918.366 126.069 918.366 126.069 14 On debts to group companies and associates On debts to third parties Deterioration and result on disposals of financial instruments Damages and losses Income Tax 13 RESULTS FOR THE YEAR FROM CONTINUING OPERATIONS (A3+17) YEAR’S RESULT (A4+18) 3 B| STATEMENT OF CHANGES IN NET WORTH A) STATEMENT OF RECOGNIZED INCOME AND EXPENSES FOR THE YEAR ENDING ON 31 DECEMBER 2009 2009 Result of profit and loss account 2008 918.366 126.069 918.366 126.069 Income and expenses charged directly in net worth Transfers to profit and loss account Total recognized income and expenses 115 Sustainability Report 2009 | ENGLISH 0 I. Adjustments for changes of standard 2007. ADJUSTED BALANCE, START OF YEAR 2008 (4.220.036) 2.300.000 107.817 0 0 1.258.000 (4.220.036) 2.300.000 I. Total recognized income and expenses III. Other changes in net worth. 107.817 6.000.000 0 0 1.365.817 (4.220.036) 2.300.000 I. Total recognized income and expenses III. Other changes in net worth. 126.069 BALANCE, END OF YEAR 2009 6.000.000 0 0 1.491.886 5.619.514 (173.733) (173.733) 6.000.000 BALANCE, END OF YEAR 2008 TOTAL 1.431.733 Year’s result Other contributions from partners Issue Premium 0 Results of previous years (Note11.d) 6.000.000 Reserves (Note 11.b) BALANCE, END OF YEAR 2007 Unrequired Issued Capital B) TOTAL STATEMENT OF CHANGES IN NET WORTH FOR THE YEAR ENDING ON 31 DECEMBER 2009 (4.220.036) 2.300.000 107.817 5.545.781 126.069 126.069 (107.817) - 126.069 5.571.850 918.366 918.366 (126.069) - 918.366 6.490.216 C| CASH FLOW STATEMENT CASH FLOW STATEMENT FOR THE YEAR ENDING ON 31 DECEMBER 2009 Notas 2009 2008 A) CASH FLOWS FROM OPERATING ACTIVITIES 1. Result for the year before tax 1.339.688 171.442 1.628.665 1.149.267 1.277.456 729.465 197.914 (9.782) c) Change in provisions (+/-) 0 259.801 d) Allocation of subsidies (-) (35.100) 0 297 (26.783) 2. Adjustment of the result a) Depreciation of fixed assets (+) 5e6 b) Impairment corrections (+/-) e) Results for fixed asset cancellations and disposals (+/-) Sustainability Report 2009 | ENGLISH 116 g) Financial income (-) 14 (193.914) (170.892) h) Financial expenses (+) 14 382.532 368.812 k) Other income and expenses (-/+) (520) (1.352) 2.281.643 (2.093.157) 9 63.513 (7.434) 8 (2.242.647) 313.090 (99.589) 2.867 4.107.318 (2.699.411) 28.838 331.936 3. Changes in working capital a) Stocks (+/-) b) Debtors and other receivables (+/-) c) Other current assets (+/-) d) Creditors and other payables (+/-) 8 e) Other current liabilities (+/-) f) Other non-current assets and liabilities (+/-) 8 e 13 424.210 (34.205) (412.988) (349.287) a) Interest payments (-) (383.279) (299.877) c) Interest receipts (+) 4.878 15 (34.587) (49.425) 4.837.008 (1.121.735) (4.182.157) (3.817.782) (4.182.157) (3.817.782) 559.094 309.696 559.094 309.696 (3.623.063) (3.508.086) (1.168.757) 4.646.611 5.317.213 9.611.422 0 800.000 (5.624.386) (5.764.811) 4. Other cash flows from operating activities d) Receipts (payments) for income tax (+/-) 13 5. Cash flows from operating activities (+/-1+/-2+/-3+/-4) B) CASH FLOWS FROM INVESTING ACTIVITIES 6. Payments for investments (-) c) Fixed assets 5 7. Proceeds from divestments (+) c) Fixed assets 5 8. Cash flows from investing activities (7-6) C) CASH FLOWS FROM FINANCING ACTIVITIES 10. Receipts and payments for financial liability instruments a) Issue 2. Amounts owed to credit institutions (+) 3. Amounts owed to group companies and associates (+) b) Repayment and depreciation of 2. Amounts owed to credit institutions (-) 3. Amounts owed to group companies and associates (-) 15 12. Cash flows from financing activities (+/-9+/-10-11) D) Effect of changes in exchange rates E) NET INCREASE / DECREASE IN CASH OR CASH EQUIVALENTS (+/-5+/-8+/-12+/-D) Cash or cash equivalents at beginning of year Cash or cash equivalents at end of year 10 Sustainability Report 2009 | ENGLISH (861.584) 0 (1.168.757) 4.646.611 0 0 45.188 16.790 24.769 7.979 69.957 24.769 117 D| REPORT REPORT FOR THE YEAR ENDING 31 DECEMBER 2009 1 - ACTIVITY OF THE COMPANY Luis Simoes Logística Integrada, S.A. (Sole Corporation) Avenida de la Industria, nº5 Azuqueca de Henares (Guadalajara) This company carries out its activities on the following premises: ▪ 6 Transport Operations Centres: Barcelona, Fuenlabrada, Madrid, Sevilha, Valladolid and Saragoça. ▪ 11 Logistics Operations Centres: Alovera, Azuqueca de Henares, Barcelona, Bilbau, Cabanillas, Daganzo, Valencia, Alicante, Granada, Seseña and Sevilha. The corporate object is the storage and distribution, handling and logistics of goods, including the activity of transport operator, logistics operator, border management, transport of goods by road, both nationally and internationally, as well as intermediation in road transport and any other means of transport, and other intermediating, ancillary and complementary activities to goods transport, including those of transport agency, both full load and break-bulk, transit, outsourcing transport and car rental (leasing expressly excluded), advertising of their own or other companies’ products or services on their vehicles or facilities, construction, operation and sale of all types of real estate, furniture and vehicles of all kinds, trade, both domestic and export and import, of products of any kind, both their own and those of other companies, and other related legal activities, as agreed by the Governing Body. The duration of the Company is indefinite. The company forms part of the Luis Simoes group of companies, with registered office in Portugal, through its sole shareholder, Luis Simoes SGPS, S.A. 2 - PRESENTATION BASES OF THE ANNUAL ACCOUNTS The Annual Accounts, of which this report forms part, have been obtained from the accounting records of the Company and are presented in accordance with the Revised Text of the Corporations Act (Royal Decree 1514/2007 of 16 November). These Annual Accounts shall be subject to approval by the sole shareholder. a)True and Fair View The Annual Accounts have been prepared from the accounting records of the Company, at 31 December 2009, having applied the laws in force in the field of accounting in order to present the true and fair view of the assets, liabilities, financial position and results of its operations and the veracity of the flows included in the cash flow statement. b) Obligatory accounting principles All obligatory accounting principles whose effects are significant for the preparation of the Annual Accounts have been applied. c) Critical aspects of the assessment and estimation of uncertainty In the preparation of the annual accounts, estimates made by the Directors of the Company have been used to valuate certain assets, liabilities, revenues, expenses and commitments recorded in them. Basically these estimates refer to: • The useful life of tangible and intangible assets (see Note 4) • The calculation of provisions (see Note 12) d) Grouping of items Certain items of the balance sheet, the profit and loss account, the statement of changes in net worth and the cash flow statement are presented as a group to facilitate understanding, although to the extent to which it is significant, the information has been included in disaggregated form in the relevant notes of the report. 3. DISTRIBUTION OF RESULTS The proposed distribution of results made by the Directors pending approval by the sole shareholder is as follows, expressed in Euros: Sustainability Report 2009 | ENGLISH 118 Distribution base 2009 Profit and loss account balance(profit) Distribution base total Application 918.366 918.366 Tangible assets are depreciated by linearly distributing the cost of their different component elements among the estimated years of useful life, which is the period in which the company expects to use them. Below are the periods of useful life used for the depreciation of the assets: 2009 To legal reserve 91.837 To compensation of previous years’ losses Application total Taxas Anos Transport elements: 826.529 Lorries and Tractors 10 % 10 918.366 Semi-Trailers 10 % 10 10 % 10 Office Equipment 12,5 %-14,5 % 7-8 Facilities 4 % - 12, 5 % 8 - 25 Machinery 5,5 % 18 Computer Equipment 25 % 4 Furniture 4. RECORDING AND VALUATION STANDARDS The main valuation standards used in preparing the 2009 Annual Accounts, in line with those established in the General Accounting Plan were as follows: a) Intangible assets Intangible assets are initially recognized at acquisition or production cost and subsequently valuated at the net cost of their corresponding accumulated depreciation and of the impairment losses which, if any, they have undergone. Intangible assets are depreciated during their useful life, which, in most cases, is estimated at three years. b) Tangible assets Tangible assets are initially recognized at acquisition or production cost and subsequently valuated at the net cost of their accumulated depreciation and the impairment losses which, if any, they have undergone. c) Operating leases The costs of operating lease agreements are charged to the profit and loss account in the period in which they occur. Any fee or payment that may be made to contract an operating lease shall be treated as an advance payment to be charged to results over the term of the lease, as profits from the leased asset are received. d)Financial instruments i) Financial assets. The Company classifies its financial assets, whether long or short term, in the following categories: • Loans and receivables: are financial assets originated in the sale of goods or the provision of services for trade operations of the company, or those which, not having a commercial origin, are not equity instruments or derivatives and whose fees are a fixed or determinable amount and are not traded on an active market. 119 Sustainability Report 2009 | ENGLISH Initial valuation: Financial assets are initially recorded at the fair value of the consideration given plus the transaction costs that are directly attributable. Subsequent valuation: The loans, receivables and investments held to maturity are valued at depreciated cost. In particular, regarding the valuation adjustments relating to trade receivables and other receivables, the standard used by the Company to calculate the corresponding valuation adjustments, if any, takes into account the maturities of the debts and specific the assets of such debtors. The Company derecognises financial assets when they expire or when the rights over the cash flows of the corresponding financial asset have been transferred and the risks and benefits inherent to their owner ship, such as firm sales of assets, have been substantially transferred. ii) Financial liabilities. Financial liabilities are those debits and payables of the Company which have arisen from the purchase of goods and services for trade operations of the company, and also those without a commercial origin which cannot be regarded as derivatives. Debits and payables are initially valuated at the fair value of the consideration received, adjusted for the directly attributable transaction costs. Liability derivatives are valuated at their fair value, the result of changes in said fair value being recorded in the profit and loss account. The Society derecognizes financial liabilities when the obligations that have caused them are cancelled. e)Classification of assets and liabilities into current and non current On the attached balance sheet, the classification of balances, both to collect and to pay, is carried out according to the period between the date of expiry Sustainability Report 2009 | ENGLISH of the respective balances and the date of closing of the annual accounts. Those accounts for which the aforementioned period is no longer than twelve months are classified as current, as well as those debts related to promotions which, although their maturity is long term, their subrogation is intended to take place within a period of less 12 months. Otherwise, they are classified as non-current. f) Stocks Acquisitions of stock are valuated at their acquisition price or production cost, the average price or weighted average cost method being adopted at the valuation of the outputs. g)Income tax The year’s corporation tax expense is calculated as the sum of the current tax of the Company resulting from the application of the tax rate on the taxable amount of the year, once admissible tax deductions have been applied, plus the change in assets and liabilities due to deferred taxes and tax credits, both for tax losses and deductions. The differences between the book value of assets and liabilities and their tax base generate the balances of deferred tax on assets or liabilities, which are calculated using the tax rates expected to be in force when the assets and liabilities are made. Deferred tax and tax credit assets are only recognized when it is considered likely that the Company will have sufficient future tax profits for making up deductions for temporary differences and for the realization of tax credits. Deferred tax liabilities are recognized for all taxable temporary differences except those related to the initial recognition of goodwill or other assets and liabilities in a transaction that affects neither the tax result nor the accounting result and is not a business combination, and those associated with investments in subsidiaries, associates and joint ventures in which the Company can control the timing of the reversal and it is likely they will not reverse in the foreseeable future. Tax deductions arising from economic events occurring during the year reduce the accrued expense for corporation tax, unless there are doubts about their implementation, in which they are not recognized until their effective realization. 120 At the end of each accounting year, the deferred tax assets and liabilities registered are reviewed, in order to ensure that they remain in force, making the relevant corrections to them in accordance with the results of that analysis. h)Income and expenditure Income and expenses are recognized on an accrual basis, regardless of the date of receipt or payment. Revenue is recognized when the gross inflow of economic benefits is generated in the course of ordinary activities of the Company during the year, provided that the entry of profits results in an increase in net worth that is not related to the contributions of owners of that net worth and these profits can be reliably valuated. Revenue is valuated at the fair value of the received or receivable consideration resulting therefrom. Revenue from services is only recognized when it can be reliably estimated and depending on the degree to which the service has been provided on the Balance Sheet date. Income on interests is tabulated by considering the effective interest rate applicable to the principal not yet depreciated over the vesting period in question. i) Subsidies Subsidies are classified as non-refundable when the conditions established for their granting have been met, at which time they are directly recorded in the net worth, after deducting the corresponding tax effect. Refundable subsidies are recorded as liabilities of the Company until they acquire the condition of non-refundable, no income being recorded until that time. Subsidies received to fund specific expenses are charged to the profit and loss account for the year in which the expenses they are funding are produced. Subsidies received to acquire tangible assets are recorded as income of the period in proportion to their depreciation. j) Provisions and contingencies Debentures existing on the date of the Balance Sheet arising in response to past Sustainability Report 2009 | ENGLISH events from which property damage, whose amount and time of cancellation are uncertain, is likely to materialize for the company, are recorded on the balance sheet as provisions for the current value of the most likely amount the Company is estimated to have to pay to cancel the debenture. Provisions are quantified taking into account the best information available at the time of the formulation of accounts on the impact of the event in which they are originated and are re-estimated every time the accounts are closed. Contingent liabilities are not recognized in the annual accounts, but are mentioned in the report notes, to the extent to which they are not considered as remote. k) Transactions with related parties The Company conducts its operations with related parties in accordance with the following methods: • Provision of services among group companies: cost price of added operations of a margin; • Transport, storage and distribution services: market prices. l) Cash and cash equivalents In this section of the balance sheet are recorded the cash on hand, demand deposits and other highly liquid short-term investments that are readily realizable in cash and have no risk of changes in value. m) Impairment of financial assets A financial asset or group of financial assets is impaired, and there has been a loss due to impairment, if there is objective evidence of impairment as a result of one or more events occurring after initial recognition of the asset and the event or events causing the loss have an impact on the estimated future cash flows of the financial asset or group of assets, which can be reliably estimated. The company’s policy is to record the appropriate valuation adjustments for impairment of loans and receivables and debt instruments, where there has been a reduction or delay in estimated future cash flows, caused by the insolvency of the debtor. 121 n) Impairment of non-financial assets At least at the end of each financial year, the Company assesses whether there is evidence of any non-current asset or, where appropriate, cash-generating unit being impaired. If there is evidence and, at all events, for goodwill and intangible assets with indefinite useful lives, their recoverable amounts are estimated. The recoverable amount is the higher between the fair value minus sale costs and the value in use. When the book value exceeds the recoverable amount there is a loss for impairment. The value in use is the current value of expected future cash flows using risk free market interest rates, adjusted for the specific risks associated with the asset. For those assets which do not generate cash flows, largely independent of those from other assets or groups of assets, the recoverable amount is determined for the cash-generating units to which said assets belong. Valuation adjustments for impairment and its reversal are recorded in the profit and loss account. Valuation adjustments for impairment are reversed when the circumstances that caused them cease to exist, except for those related to goodwill. Impairment reversal is limited to the book amount of the asset that would appear if the corresponding impairment had not been previously recognized. o) Assets of an environmental nature Expenses related to the activities of decontamination and restoration of contaminated sites, waste disposal and other costs arising from compliance with environmental legislation are recorded as expenses in the year they occur, unless they fall to the cost of buying items included the assets of the Company for the purpose of being used in a lasting way, in which case they are recorded in the corresponding items under the heading “Fixed tangible assets”, being depreciated using the same criteria. 122 Sustainability Report 2009 | ENGLISH 5.FIXED TANGIBLE ASSETS The composition and movements of fixed assets in the year 2009 is as follows: in Euros Balance on 31/12/08 Year 2009 Acquisitions Cancellations Balance on 31/12/2009 Transfers Cost Machinery 573.588 Other facilities 573.588 2.184.440 167.777 Furniture and office equipment 233.730 19.108 252.838 Computer equipment and processes 372.116 25.509 397.625 4.962.469 1.624.288 1.214.644 468.482 3.049 7.804 Transport elements Other fixed assets Transport elements under assembly 12.618 1.629.388 Total 1.235.066 2.339.599 1.629.388 7.001.501 463.727 (1.629.388) - - 11.028.878 10.424.213 1.839.731 Machinery 165.794 51.155 Other facilities 748.518 305.842 Furniture and office equipment 120.945 21.964 Computer equipment and processes 300.822 32.546 Transport elements 882.391 799.080 699.507 82.637 66.769 303 (9.960) 139.143 Total 2.301.107 1.277.356 709.705 - 2.868.758 Net book value 8.123.106 562.375 525.361 Accumulated depreciation Other fixed assets 216.949 9.895 1.044.465 9.960 152.869 333.368 981.964 8.160.120 123 Sustainability Report 2009 | ENGLISH The composition and movements of fixed assets in the year 2008 is as follows: In Euros Balance on 01/01/08 Year 2008 Acquisitions Cancellations Balance on 31/12/2008 Transfers Cost Machinery Other facilities 243.566 330.022 573.588 1.383.494 850.115 49.169 2.184.440 Furniture and office equipment 211.627 27.580 5.477 233.730 Computer equipment and processes 338.491 31.829 1.277 3.073 372.116 2.545.799 2.917.462 801.752 300.960 4.962.469 Other fixed assets 108.022 140.804 2.368 222.024 468.482 Technical facilities under assembly 225.097 - - (225.097) - Transport elements under assembly 300.960 1.629.388 - (300.960) 1.629.388 5.357.056 5.927.200 860.043 - 10.424.213 Transport elements Total Accumulated depreciation Machinery 138.092 27.702 - - 165.794 Other facilities 524.827 243.932 20.241 - 748.518 96.175 30.247 5.477 - 120.945 270.625 31.474 1.277 - 300.822 1.065.182 385.736 568.527 - 882.391 77.422 7.583 2.368 - 82.637 2.172.323 726.674 597.890 - 2.301.107 3.184.733 5.200.526 262.153 Furniture and office equipment Computer equipment and processes Transport elements Other fixed assets Total Net book value Main acquisitions of fixed tangible assets: Description Tractors and semi-trailers (including elements under assembly) Shelves and other facilities Main transfers of fixed tangible assets: 2008 1.624.288 4.533.132 137.249 650.055 Radio-frequency system 321.732 Due diligence and access system 1.761.537 5.504.919 Sustainability Report 2009 | ENGLISH Description 2009 Automatic unloading equipment Total In Euros 8.123.106 Tractors and semi-trailers (including elements under assembly) 2009 1.629.388 In Euros 2008 300.960 127.418 Total 92.493 1.629.388 520.871 124 Main cancellations of fixed tangible assets: Acquisition amount Description Tractors and semi-trailers Shelves Other fixed assets Total In Euros Accumulated depreciation Net Amount 1.214.644 685.454 529.190 12.618 9.895 2.723 6.564 234 6.330 1.233.826 695.583 538.243 Detail of the Assets acquired from Group companies: 2009 Description Cost In Euros 2008 Accumulated Depreciation Cost Accumulated depreciation Transport elements 965.819 69.038 986.000 33.253 Total 965.819 69.038 986.000 33.253 Fully depreciated items of fixed tangible assets: Description 2009 In Euros 2008 Machinery 13.084 Furniture and office equipment 32.359 31.247 Other facilities 176.577 73.730 Computer equipment and processes 267.994 277.927 67.494 3.931 557.508 386.835 Other fixed assets Total The Company has taken out insurance policies covering any own damage that may befall the diverse fixed tangible asset items of the company with limits and coverage suitable for the types of risk. The potential claims that may be brought against it due to the performance of its activity are also covered. During the year 2009 items of fixed tangible assets have been disposed of for a net book value of 538,243 Euros (262,153 Euros in 2008) generating a net loss of 297 Euros (27,297 Euros profit in 2008). Sustainability Report 2009 | ENGLISH 125 6. FIXED INTANGIBLE ASSETS Computer applications are recorded at their acquisition cost and are depreciated by the linear method over a 3 year period. The composition and movements of fixed intangible assets in the year 2009 is as follows: Year 2009 Balance on 31/12/08 Acquisitions by business combinations Acquisitions Cancellations Balance on 31/12/09 Transfers Cost Computer applications 5.789 5.789 Total 5.789 0 Computer applications 5.689 (100) Total 5.689 (100) 0 0 0 5.789 100 (100) 0 0 0 0 0 0 0 5.789 Accumulated depreciation Net book value 5.789 The composition and movements of fixed intangible assets in the year 2008 is as follows: Year 2008 Balance on 01/01/08 Acquisitions by business combinations Acquisitions Cancellations Balance on 31/12/08 Transfers Cost Computer applications 5.789 5.789 Total 5.789 0 Computer applications 5.305 (384) Total 5.305 (384) 0 0 0 5.689 484 (384) 0 0 0 100 0 0 0 5.789 Accumulated depreciation Net book value 5.689 Fully depreciated fixed intangible asset items: Description 2009 2008 126 Computer applications 5.789 5.489 Total 5.789 5.489 Sustainability Report 2009 | ENGLISH 7. ALEASES AND OTHER SIMILAR OPERATIONS a) Operating leases The detail of future minimum payments for non-cancellable operating leases at the end of 2009 is as follows: Future minimum payments for non-cancellable leases, of which: - Vehicle rental 112.365 72.168 48.101 - Forklift rental 709.958 642.313 697.562 3.662.959 3.193.032 4.626.423 Total Price update clauses take the CPI as a reference, in some cases adding a point to the reference index. There are no restrictions imposed on the Company under the leases. At the end of 2008, the detail of future minimum payments for non-cancellable operating leases is as follows: Operating leases: information about the lessee - Property Payments recognized as expenses of the year Future minimum payments for non-cancellable leases, of which: Up to 1 year 1-5 years 2.725.510 171.434 8.291.186 - Vehicle rental 77.270 63.771 50.595 - Forklift rental 770.554 1.159.796 381.718 3.573.334 1.395.001 8.723.499 Total Over 5 years 8. FINANCIAL INSTRUMENTS a) Financial Assets The detail of the financial instruments of the Company in 2009 is as follows: Non-current financial instruments Classes Categories Loans and receivables b) Overview of significant operating lease agreements: Property lease agreements relate primarily to the stores and offices where the Company operates. The contracts signed by the Company have periods defined of between one and eight years. If it is the Company’s intention not to renew a contract, it must Sustainability Report 2009 | ENGLISH Total Current financial instruments 464.743 0 0 464.743 0 0 Total 3.880.760 Credits Derivatives Others 2.478.551 No contract has a purchase option. Debt securities 2.800.636 Over 5 years Equity Instrument 1-5 years Credits Derivatives Others Up to 1 year Operating lease agreements for forklifts have maximum periods of 5 years established. Debt securities - Property Payments recognized as expenses of the year Operating lease agreements for rented vehicles have terms of 3 years established. Equity Instrument Operating leases: information about the lessee communicate said intention with a minimum notice of 1 month, 3 months, 6 months or 12 months. 21.579.851 22.044.594 21.579.851 22.044.594 127 The detail of the financial instruments of the Company in 2008 is as follows: Loans and receivables 483.408 Total 0 0 483.408 0 0 19.337.204 19.820.612 19.337.204 19.820.612 Loans and receivables Total 0 0 Total Credits Derivatives Others Categories Debt securities Classes Equity Instrument Non-current financial instruments Total Debt securities Equity Instrument Credits Derivatives Others Categories Debt securities Equity Instrument Classes Current financial instruments Credits Derivatives Others Non-current financial instruments The detail of the non-current financial assets of the Company in 2008 is as follows: 483.408 483.408 483.408 483.408 ii) Current financial assets The detail of the current financial assets of the Company in 2009 is as follows: i) Non-current financial assets The detail of the non-current financial assets of the Company in 2009 is as follows: Loans and receivables Total 0 0 Loans and receivables 464.743 464.743 464.743 464.743 This item refers to long term security provided. Sustainability Report 2009 | ENGLISH Total Total Credits Derivatives Others Categories Total Credits Derivatives Others Categories Debt securities Classes Equity Instrument Non-current financial instruments Debt securities Classes Equity Instrument Current financial instruments 21.579.851 21.579.851 0 0 21.579.851 21.579.851 128 The detail of the current financial assets of the Company in 2008 is as follows: Loans and receivables Description Doubtful debt clients Balance 01/01/2008 Increases Excesses Balance 31/12/2008 457.846 138.319 170.394 425.770 457.846 138.319 170.394 425.770 Total Categories Debt securities Equity Instrument Classes Credits Derivatives Others Current financial instruments Movements in the doubtful debt clients’ account during 2008: 19.337.204 19.337.204 Total 0 0 19.337.204 19.337.204 1) Credits for commercial operations Description 2009 2008 Clients: For sales and services 20.112.786 18.317.345 Doubtful debts 636.242 425.770 Group companies and associates 131.791 246.303 20.880.819 18.989.418 VAT to recover from EU countries 120.005 142.231 Other debtors 579.027 205.555 699.032 347.786 21.579.851 19.337.204 Sundry debtors: Total Movements in the doubtful debt clients’ account during 2009: Description Doubtful debt clients Balance 31/12/2008 Increases Excesses Applications and payments Balance 31/12/2009 425.770 210.458 (12.544) 12.558 636.242 425.770 210.458 (12.544) 12.558 636.242 Sustainability Report 2009 | ENGLISH 129 b) Financial Liabilities The detail of the financial liabilities of the Company in 2009 is as follows: Non-current financial instruments Classes Amounts owed to credit institutions Categories Bonds and other securities Derivatives Others Current financial instruments Amounts owed to credit institutions Bonds and other securities Derivatives Others Total Debts and payables: Debts for trade 14.170.546 Amounts owed to credit institutions 3.637.009 6.245.571 14.170.548 9.882.580 Liabilities at fair value with profit and loss changes - Others Total 3.637.009 6.245.571 46.787 46.787 14.217.333 24.099.913 The detail of the financial liabilities of the Company in 2008 is as follows: Classes Non-current financial instruments Amounts owed to credit institutions Categories Bonds and other securities Derivatives Others Current financial instruments Amounts owed to credit institutions Bonds and other securities Derivatives Others Total Debts and payables: Debts for trade 10.802.582 Amounts owed to credit institutions 4.570.831 5.308.776 10.802.582 9.879.607 Liabilities at fair value with profit and loss changes - Others Total 4.570.831 5.308.776 2.428.314 2.428.314 13.230.896 23.110.503 130 Sustainability Report 2009 | ENGLISH i) Non-current financial liabilities The detail of the non-current financial liabilities of the company in 2009 is as follows: The breakdown by maturity of loans is as follows: Long Term Debts Classes Bonds and other securities Derivatives Others Total 2013 2014 2015 TOTAL 874.181 908.715 944.925 450.084 459.104 3.637.009 Total Interest rates paid by the Company in 2009 and 2008 for loans and credit facilities signed with credit institutions are mostly indexed to the Euribor. 3.637.009 ii) Current financial liabilities The detail of the current financial liabilities of the company in 2009 is as follows: Debts and payables: Amounts owed to credit institutions 2012 Non-current financial instruments Amounts owed to credit institutions Categories 2011 3.637.009 3.637.009 0 0 3.637.009 The detail of the non-current financial liabilities of the company in 2008 is as follows: Classes Categories Short term financial instruments Amounts owed to credit institutions Bonds and other securities Derivatives Others Total Debts and payables: Classes Non-current financial instruments Amounts owed to credit institutions Categories Bonds and other securities Debts for trade Derivatives Others Total Total 1) 1) 4.570.831 4.570.831 4.570.831 6.245.571 14.170.546 6.245.571 Liabilities at fair value with profit and loss changes Debts and payables: Amounts owed to credit institutions Amounts owed to credit institutions 14.170.546 0 0 4.570.831 - Kept for negotiating - Others Total 6.245.571 0 46.787 46.787 14.217.333 20.462.904 Long term debts with credit institutions The detail of balances with credit institutions on 31 December 2009 and 2008 is as follows: Description Loan policies 2009 2008 3.637.009 4.570.831 3.637.009 4.570.831 Sustainability Report 2009 | ENGLISH 131 The detail of the current financial liabilities of the company in 2008 is as follows: Classes Short term financial instruments Amounts owed to credit institutions Categories Bonds and other securities The detail of balances with credit institutions on 31 December 2008 is as follows: Derivatives Others Total Loan policies Overdrafts Debts and payables: Debts for trade Amounts owed to credit institutions 10.802.582 5.308.776 Short term 0 882.117 13.401.518 4.411.422 13.401.518 5.293.539 10.802.582 5.308.776 Liabilities at fair value with profit and loss changes Unpaid Accrued Interest 15.237 Total 5.308.776 (1) Credit facilities in current account at variable interest. - Kept for negotiating - Others Total Part provided Amount Granted (1) Description 5.308.776 0 2.428.314 2.428.314 13.230.896 18.539.672 The amount of interest accrued and not due which has been provisioned in the year 2009 is 22,480 Euros (45,503 Euros in 2008). Interest rates paid by the Company in 2009 and 2008 for loans and credit facilities signed with credit institutions are mostly indexed to the Euribor. 2) Debts for trade 1) Short term debts with credit institutions: Description The detail of balances with credit institutions on 31 December 2009 is as follows: Amounts owed to group companies and associates (Note 15) 2009 2008 10.551 872.135 7.332.632 5.736.069 402.395 448.366 3.185.319 2.136.614 393.836 352.197 15.776 34.585 2.830.037 1.222.616 Sub-total 14.159.995 9.930.447 Total 14.170.546 10.802.582 Trade creditors and other debts: Description Part provided Amount Granted (1) Loan policies Overdrafts Suppliers Short term Suppliers group companies and associates 0 913.284 13.401.518 5.317.213 Unpaid Salaries 13.401.518 6.230.497 Current tax liabilities Sundry creditors Other government debts Unpaid Accrued Interest Total 15.074 6.245.571 (1) Credit facilities in current account at variable interest. Sustainability Report 2009 | ENGLISH 132 3) Other financial liabilities Description Short term asset suppliers Total 2009 2008 46.787 2.428.314 46.787 2.428.314 9. EXISTÊNCIAS The detail of stocks on 31 December 2009 and 2008 is as follows: Description 2009 2008 Diverse materials: Diverse materials for use in stores 0 63.513 Stock balance 0 63.513 The stocks for 2008 corresponded to items purchased for the conditioning of the goods carried. b)Legal reserve This reserve is established in accordance with the provisions of the Corporations Act with at least 10% of the profit obtained in each year, until 20% of the capital is reached, which is the minimum required. The legal reserve can be used to increase capital in the part of its balance that exceeds 10% of the increased capital. Except for the aforementioned purpose, and until it exceeds 20% of the capital, this fund can only be used to offset losses, and in the event of dissolution and liquidation of the company, it would be distributed among the shareholders. c)Other reserves The balance of this item of the Balance for the year ended December 31, 2009, of 1,244,405 Euros (1,130,942 Euros in 2008), refers to voluntary reserves. d)Results from previous years The balance of this account, 4,220,036 Euros, arises as a result of the merger carried out in 2004, to absorb the investee, Food Logistics Loal, SA, which had a negative net worth. 10. CASH AND CASH EQUIVALENTS Description Cash Current accounts Total treasury 2009 2008 6.895 7.432 63.062 17.337 69.957 24.769 There are no restrictions to the availability of these balances 11. NET WORTH AND EQUITY a)Capital The Capital of the company at 31 December 2009 is 6,000,000 Euros and is represented by 60,000 shares with a nominal value of 100 Euros each, fully subscribed and paid. All the shares are owned by the Portuguese company, LS-Luís Simões, SGPS, S.A. Sustainability Report 2009 | ENGLISH 12. PROVISIONS AND OTHER CONTINGENT LIABILITIES The directors of the Company, in the formulation of annual accounts, make a distinction between: ▪ Provisions: credit balances covering present obligations arising from past events whose cancellation is likely to cause an outflow of resources, but are uncertain as to amount and/or time of cancellation. ▪ Contingent liabilities: possible obligations that arise as a result of past events and whose future realization is conditioned by whether or not one or more future events beyond the control of the Company occur. The annual accounts include all the provisions with respect to which it is estimated that the probability of having to meet the obligation is greater than otherwise. Contingent liabilities are not recognized in the annual accounts, but are mentioned in the report notes, to the extent to which they are not considered to be remote. 133 Provisions are valuated at the current value of the best possible estimate of the amount necessary to cancel or transfer the obligation, taking into account available information about the event and its consequences, and recording the adjustments arising from the updating of such provisions as a financial expense as it becomes due. The compensation to be received from a third party at the time of settling the obligation, provided there is no doubt that such reimbursement will be received, is recorded as an asset, except in the case of there being a legal link by which part of the risk has been externalized, and under which the Company is not obliged to respond; in this situation, the compensation is taken into account in estimating the amount by which, where appropriate, the corresponding provision will be included. the Company do not expect significant additional liabilities to arise in case of inspection. a) Balances with public administrations The detail of balances with public administrations on 31 December 2009 is as follows: Euros 2009 Current: Tax receivables Liabilities for current income taxes Transfers to Provisions for risks and expenditure during the year ended December 31, 2009: Balance 31/12/2008 Provisions for Risks and Expenses Increases Balance 31/12/2009 Decreases 259.801 - 120.000 139.801 259.801 - 120.000 139.801 The decrease in provision for liabilities and expenses is due to the amount recovered from a bank guarantee amounting to 120,000 Euros. 2008 35.828 2 (15.776) (34.587) Tax payables: VAT (389.356) (305.125) Deductions (175.385) (144.065) (2.265.297) (773.426) 481.645 887.191 (2.328.341) (370.010) Social security Non-current: Deferred tax assets Balance Movements in the provision during 2008 are as follows: Balance 01/01/2008 Provisions for Risks and Expenses Increases Balance 31/12/2008 Decreases - 259.801 - 259.801 - 259.801 - 259.801 13. TAX SITUATION Under existing legislation, tax assessments can not be considered definitive until they have been inspected by the tax authorities or the four year limitation period has expired. On December 31, 2009, the Company is due for the inspection of all taxes to which it is subjected for the past four years. The directors of Sustainability Report 2009 | ENGLISH 134 In accordance with the resolution of June 26, 2008, of the General Treasury of Social Security, which authorizes the deferral of payment of employers’ contributions for Social Security to responsible parties that carry out their activities in the field of road transport, the Company has deferred the payment of contributions for the period from October 2008 to May 2009 for 24 months. Thus, the contribution for October is due in November 2010 and so on with the rest of the contributions. Euros Contributions b)Income tax The reconciliation between net income and expenditure for the year and the tax base (output tax) of corporate income tax is as follows: 2009 Maturity Social security contributions deferred: October 2008 234.858 November 2010 November 2008 232.343 December 2010 December 2008 216.698 January 2011 January 2009 238.418 February 2011 February 2009 252.236 March 2011 March 2009 257.421 April 2011 April 2009 250.101 May 2011 May 2009 258.760 June 2011 1.940.835 Balance of income and expenditure for the year 2008 Profit and Loss Account Income and expenditure directly charged to net worth Profit and Loss Account Income and expenditure directly charged to net worth Increases / (Decreases) Increases / (Decreases) Increases / (Decreases) Increases / (Decreases) 1.339.688 171.442 Corporate income tax 421.322 45.373 Permanent differences 96.766 29.888 29.491 261.633 (248.190) Temporary differences: - From the year - From previous years Offset of tax losses from previous years (121.832) (82.730) (1.176.746) 165.460 (141.682) (73.173) Taxable income (tax result) 167.367 (82.730) 248.107 (82.730) Tax liability (1) 50.210 (24.819) 74.432 (24.819) Deductions for double taxation (728) Positive adjusted tax liability 49.482 Deductions (8.887) Net tax payable 40.596 (1) (1) (24.819) (15.026) (24.819) 59.406 (24.819) The tax rate for the year ending on 31/12/09 and 31/12/2008 is 30%. 135 Sustainability Report 2009 | ENGLISH The conciliation between income tax expense and the result of multiplying the tax rates applicable to total recognized income and expenditure, distinguishing the balance of the profit and loss account is as follows: 2009 Profit and Loss Account Profit before tax from continuing operations Applicable tax rate Theoretical tax charge Effect of: Non-deductible expenses ACCOUNTING RESULT 2008 Income and expenditure directly charged to net worth Profit and Loss Account c) Calculation of Corporation Tax Determination of the Taxable income of Corporate Income Tax in the year 2009: Income and expenditure directly charged to net worth 2009 2008 918.366 126.069 (82.730) (82.730) 4.426 119.950 421.322 45.373 Corrections to the accounting result: New General Accounting Plan application adjustments Accounting allocations to non-tax-deductible provisions Corporation tax Other non-tax-deductible expenses 1.339.688 0 171.442 (248.190) 30% 30% 30% 30% 401.906 0 51.433 (74.457) 39.876 8.966 (48.162) (82.730) (15.026) 74.457 393.619 (24.819) 45.373 0 Current 15.777 (24.819) (21.952) (24.819) Deferred 405.545 Tax losses from previous periods TAXABLE INCOME 29.888 (1.176.746) (73.173) 84.637 165.377 30% 30% Tax rate POSITIVE TAX LIABILITY 25.391 49.613 Other deductions (9.615) (15.026) NET TAX PAYABLE 15.777 34.587 Deductions and others Effective tax expense Detail: Effective tax expense 421.322 35.985 (24.819) 59.406 d)Deferred taxes Deferred taxes on 31 December 2009 and 2008 are as follows: (24.819) Euros Deferred Tax Assets Permanent differences are primarily due to fiscally non-deductible expenses for penalties and fines. 2008 Temporary differences: Conversion to New General Accounting Plan Credits for Loss Carryforwards Temporary differences are mainly those generated by allocations to losses and impairment of client debts and transfers to provisions for other commercial operations. 2009 Allocations to non-tax-deductible accounting provisions 24.819 49.638 406.039 759.063 50.787 78.490 481.645 887.191 136 Sustainability Report 2009 | ENGLISH The movement of deferred tax assets and deferred tax liabilities for 2009 is shown below: 31/12/2008 Deferred tax assets related to credits for loss carryforwards and compensation periods on 31 December 2008 are as follows: Acquisitions Cancellations 31/12/2009 Year of Origin Tax losses Up to year Deferred tax assets: 2003 2.214.006 2018 Credits for Loss Carryforwards 2002 317.513 2017 759.063 353.024 406.039 Corporate Tax Rate Non-tax-deductible accounting allocations and provisions 78.490 Conversion to New General Accounting Plan 49.638 887.191 8.847 8.847 36.550 50.787 24.819 24.819 414.393 481.645 30% Corporate tax / profit adjustments 759.063 14. INCOME AND EXPENDITURE a)Net turnover The breakdown of the net turnover of the Company for its ordinary activities, by categories of activity and geographical markets is as follows: Euros The movement of deferred tax assets and deferred tax liabilities for 2008 is shown below: 2009 2008 Segmentation into categories of activity: 31/12/2008 Acquisitions Cancellations 31/12/2009 Deferred tax assets: Credits for Loss Carryforwards 780.941 74 21.952 759.063 Non-tax-deductible accounting allocations and provisions 42.505 78.490 42.505 78.490 Conversion to New General Accounting Plan 74.457 24.819 49.638 89.276 887.191 897.903 78.564 Deferred tax assets related to credits for loss carryforwards and compensation periods on 31 December 2009 are as follows: Transport 45.287.849 44.651.759 Logistics 30.901.090 28.086.814 76.188.939 72.738.573 Internal Market 42.217.145 45.945.824 EU Market 33.971.794 26.742.281 0 50.468 76.188.939 72.738.573 Total Segmentation by geographical market: Non-EU Market Total b) Purchases The breakdown of purchases is as follows: 2009 Year of Origin 2003 Corporate Tax Rate Corporate tax / profit adjustments Tax losses Up to year 1.342.780 2018 30% 406.019 Purchases and other supplies 419.114 44.797.442 46.463.055 Work performed by other companies: Transport outsourcing Other outsourcing Total Sustainability Report 2009 | ENGLISH 2008 230.296 1.109.144 1.330.658 46.136.882 48.212.828 137 c) Staff costs The detail of Company staff costs is as follows: f) Financial expenses 2009 2009 Salaries and wages Allowances Interests on debts: 2008 11.367.634 9.923.039 177.556 148.494 Social charges: Social security Other social charges Staff costs 2008 3.168.489 2.758.121 165.166 170.271 14.878.845 12.999.924 d) External services The detail of the Company’s External Services for the year ending on 31 December 2009 is as follows: Group companies 17.264 17.091 Credit institutions 351.031 351.721 Other financial expenses 14.237 Total financial expenses 382.532 368.812 15. TRANSACTIONS WITH RELATED PARTIES a)Related companies The related parties with which the Company has maintained transactions during 2009 and 2008, and the nature of this relationship is as follows: Name Nature of relationship Luís Simões, SGPS, SA Accionista único Transportes Luís Simões, SA Empresa do grupo 2009 2008 Distribuição Luís Simões, SA Empresa do grupo Leases and Royalties 3.741.521 3.591.784 Socar, SA Empresa do grupo Outsourced services 686.008 1.544.349 Transportes Reunidos, Lda. Empresa do grupo Fuel 2.137.846 1.412.658 Lusiseg, Lda. Empresa do grupo Skilled jobs 2.507.828 780.737 LS - Gestão Empresarial e Imobiliária, SA Empresa do grupo Repairs and maintenance 744.584 664.196 Communications 359.808 328.574 Insurance premiums 344.772 256.852 Advertising and public relations 123.215 137.095 Cleaning, hygiene and safety 453.000 392.163 Other supplies and services Total External Services 1.117.841 896.356 12.216.423 10.004.763 e) Financial income 2009 Financial income for prepayments Other financial income Total financial income 2008 189.036 170.877 4.878 15 193.914 170.892 Sustainability Report 2009 | ENGLISH b)Balances between related companies The balances with the related parties listed in the above table on 31 December 2009 are as follows: Clients, group companies and associates Suppliers, group companies and associates Transportes Luís Simões, SA 75.178 (18.076) Distribuição Luís Simões, SA 45.612 (231.554) Socar, SA 10.943 (8.746) Name Luís Simões, SGPS, SA Loans to group companies (10.551) Desafia, SA Transportes Reunidos, Lda. (3.515) Lusiseg, Lda. LS - Gestão Empresarial e Imobiliária, SA 138 (34.433) 58 (106.071) 131.791 (402.395) (10.551) Loans granted to Group companies are 10,551 Euros and relate to interest. The transactions maintained in 2008 with the related parties listed above are as follows: The balances with the related parties on 31 December 2008 are as follows: Name Clients, group companies and associates Suppliers, group companies and associates Luís Simões, SGPS, SA Loans to group companies (817.092) Transportes Luís Simões, SA 219.211 Distribuição Luís Simões, SA 26.190 Socar, SA (53.884) (850) Transportes Reunidos, Lda. (2.581) Lusiseg, Lda. (6.500) LS - Gestão Empresarial e Imobiliária, SA Purchases and External Services Sales Transportes Luís Simões, SA 22.629.143 514.642 Distribuição Luís Simões, SA 2.643.153 14.081 Socar, SA 33.981 Transportes Reunidos, Lda. 14.928 LS - Gestão Empresarial e Imobiliária, SA 9.105 504.795 (380.598) (11.346) Desafia, SA Name 902 (46.492) 246.303 (448.266) (1.160) (872.135) c) Transactions between Related companies The transactions maintained in 2009 with the related parties listed above are as follows: d)Directors and senior management Remuneration and other benefits: i) Remuneration of members of the Board of Directors during 2009: Members of the Board during 2009 and 2008, have not received any remuneration. There are no advances or loans to the members of the Board of Directors of the Company, nor secured transactions or obligations on pensions and life insurance. ii) Total remuneration of the members of senior management: The company has no members of senior management on its staff. Other information regarding the Board of Directors: Name Purchases and External Services Sales Transportes Luís Simões, SA 18.934.537 826.491 Distribuição Luís Simões, SA 2.459.903 104.983 Socar, SA Transportes Reunidos, Lda. LS - Gestão Empresarial e Imobiliária, SA 169.093 26.200 8.139 1.172.868 During 2009 the Company acquired plant and equipment amounting to 965,819 Euros from the group company Transportes Luís Simões, S.A. Sustainability Report 2009 | ENGLISH On December 31, 2009, the Directors do not hold shares in the capital of companies other than the Group Companies with the same, similar or complementary type of activities as the corporate object of Luís Simões Logística Integrada, S.A. Additionally, administrators have confirmed the following in connection with the holding of positions or functions in companies with the same, similar or complementary type of activity that constitutes the corporate object of the Company or carrying out on a self-employed or employed basis the same, similar or complementary type of activity that constitutes the corporate object of the Company. 139 Director Post/Function Company José Luís Soares Simões Director-Chairman Transportes Luís Simões, SA José Luís Soares Simões Director-Chairman Distribuição Luís Simões, SA Director Transportes Luís Simões, SA Jorge Manuel Soares Simões Jorge Manuel Soares Simões Director Distribuição Luís Simões, SA Leonel Fernando Soares Simões Director Transportes Luís Simões, SA Leonel Fernando Soares Simões Director Distribuição Luís Simões, SA 16. OTHER INFORMATION a)Mean number of people employed during the year: Staff structure on 31 December 2009: Men Women Total Mean number for the year Managers, engineers and technicians 37 9 46 46 Administrators 46 85 131 132 Production staff 255 32 287 285 2 - 2 2 340 126 466 465 At the end of the year Distribution and sales staff Total b)Amount of fees for audit of accounts: In compliance with the provisions of the Fourteenth Additional Provision of Act 44/2002 of November 22 on Financial System Reform Measures, it is reported that the total fees received by the auditors of company accounts in 2009 amounted to 20,000 Euros (15,067 Euros in 2008). c) Environmental information: Given the nature of the Company’s activity, it has no liabilities, expenses, assets, provisions or contingencies of an environmental nature that might be significant in relation to its assets, liabilities, financial situation and results. For this reason, are not included specific breakdowns of the annual accounts related to information on environmental matters are not included in this report. Staff structure on 31 December 2008: Men Women Total Mean number for the year 33 17 50 59 Administrators 55 62 117 122 Production staff 206 30 236 252 1 - 1 1 295 109 404 434 At the end of the year Managers, engineers and technicians Distribution and sales staff Total Sustainability Report 2009 | ENGLISH 17. INFORMATION ON THE NATURE AND LEVEL OF RISK FROM FINANCIAL INSTRUMENTS The Company’s financial risk management is centralized in Corporate Finance Management, which has the necessary mechanisms established to control exposure to changes in interest rates and credit and liquidity risks. The following are the main financial risks that affect the Company: Credit risk In general, the Company keeps its cash and cash equivalents in financial institutions with high credit levels. 140 There is no significant concentration of credit risk with third parties. The most significant exposure to credit risk is in relation to receivable trade accounts and other receivables. The credit risk management policy is designed to minimize potential impacts of defaults by clients. A policy of sales to clients with credit limits was also implemented, helping to control bad debt. 18. POST-CLOSING EVENTS There have been no significant developments subsequent to the close of the year on December 31, 2009 that may significantly affect the financial statements presented herein. Azuqueca de Henares, 15 February 2010. ▪ Liquidity risk The Company maintains a liquidity policy consisting of the recruitment of lines of credit and temporary investments of a sufficient amount to withstand the funding requirements based on the expectations of business performance. To ensure liquidity and be able to meet payment obligations resulting from its activities, the Company has the cash shown on its balance sheet and the credit and financing lines shown in Note 8. ▪ Market risk The Company, because of its sector of activity, is subject to market risk due to fluctuating oil prices, and consequently the price of diesel. This risk is decreased due to the policy of outsourcing of external fleet, which represents over 70 per cent of the fleet maintained. José Luís Soares Simões - Chairman / Chief Executive Officer Leonel Fernando Soares Simões Member / Chief Executive Officer Jorge Manuel Soares Simões Secretary / Chief Executive Officer 141 Sustainability Report 2009 | ENGLISH E| MANAGEMENT REPORT YEAR’S ACTIVITY Logistics and Transport is increasingly defined as a strategic process that adds value, allows differentiation and creates competitive advantage. They are less and less a business based on physical assets and increasingly services based on advanced knowledge and sophisticated information systems, aiming at the highest levels of service and customer satisfaction. Luís Simões Logística Integrada operates in two different but complementary areas: the transport business area, based on the transport of goods from Spain and with its core business in Iberian trade. Provides complete freight services to and from the Iberian Peninsula. It operates in demanding market segments such as consumer products, packaging and the automobile sector. During 2009, some projects were consolidated, which have been developed in order to enhance the competitiveness of the company: ▪ The consolidation of the Ecodriving Project, which helped to reduce fuel consumption in a sustainable manner. ▪ The implementation of the E@sy7 project, which through the use of the Lsnet portal and electronic auto-invoice, helped to increase the level of automation in the relationship with suppliers, further reinforcing the credibility of the company in meeting payments to suppliers. ▪ The first steps were developed in the format of a Business Intelligence tool using a mixed team and the involvement of an external consultant which allowed for a tighter control of the key variables for this business. ▪ At a transport outsourcing level, the company undertook a segmentation of the carriers into three groups according to the quality of the fleets involved and the duration of contracts. These new agreements, associated with specific loyalty programs, allow betting on a sustained basis for this increasingly strategic resource to ensure business growth. Sustainability Report 2009 | ENGLISH The Logistics business area operates in the Spanish territory, is identified as a specialized operator in the market for logistics and distribution of consumer products, and also operates in the automobile component sector. In 2009 a series of strategies based on the following lines was developed: ▪ Significant growth of activity in new clients and new business, ensuring the growth of total business, offsetting a clear reduction of activity in existing clients, due to reduced sale resulting from the climate of economic slowdown. ▪ Increase in size of business in Madrid, by opening a new warehouse. The total area maintained in this region amounts to 90,000 m2. ▪ Improvement of the conditions of the facilities in Barcelona, allowing for a structured development of logistics activities in Catalonia. ▪ Greater stability in the operational management of the network of own warehouses and platforms, which guarantees the quality of processes, and the structured increase of service levels offered to our clients. ▪ The stability and maturity of the management team made it possible to ensure the transfer and promotion of managers and integrate new clients, maintaining the management of existing clients with the guarantee of high levels of satisfaction. ECONOMIC AND FINANCIAL ANALYSIS The sales volume of Luis Simoes Logística Integrada, showed a growth of 5% in 2009, with sales of 76,189 thousand Euros. This achievement was obtained in a year marked by a very sharp slowdown in demand. The economic stagnation experienced worldwide, with a strong impact on the Iberian Peninsula, was reflected in certain sectors of the economy, such as appliances and automobiles, the latter with a negative trend that began in 2008 and worsened in early 2009. In this respect, Luis Simoes Logística Integrada directed its efforts to maintaining its current client base and increasing structural clients, by approaching their needs and offering more innovative solutions that ensure high service levels. 142 Evolution in Sales (Thousands Euros) 5.927 76.189 72.739 72.133 Evolution in Cash Flow and Investment (Thousands Euros) Legend Cash Flow 55.867 Investiment 2.394 1.840 1.336 2006 2007 2008 2009 291 2006 The progress of the operational activities of the company was highly positive, contributing to the EBITDA showing an increase of 155% to reach 2805 thousand Euros. The firm aim of the company to optimize processes enabled its cost structure to grow at a slower pace than sales growth, which made for a net profit of 918 thousand Euros. The Cash Flow generated during the year was 2196 thousand Euros. As for investment, this amounted to 1840 thousand Euros, and relates mainly to investment in vehicles. Changes in Results Legend Liquid 2.000 1.528 1.500 1.000 921 918 650 369 500 0 Operational 256 2006 108 2007 126 2008 2009 Luis Simoes,Logística Integrada closed 2009 with a stable financial situation, increasing its financial autonomy from 19% in 2008 to 21% in 2009, and its solvency ratio from 24% to 27%, indicators providing the necessary financial strength for the company to continue its consolidation as a reference throughout the Iberian Peninsula. Sustainability Report 2009 | ENGLISH 754 1.321 2007 1.107 2008 2009 OUTLOOK FOR 2010 The year 2010 is considered as the year of the beginning of economic recovery, which is expected to have positive impacts in the business world. On the one hand, it is expected that reductions in sales, especially in the market between Portugal and Spain, start making a slight recovery, and that commercial projects started in 2009 come into full operation in 2010. Iberian Transport Business Area: ▪ As always, we live in the shadow of fuel price changes, which showed a sharp increase in late 2009, but they are not expected to increase in international terms to values of above 80 dollars a barrel; ▪ Consolidation of an information management tool, designed during 2009, whose implementation with end users, will allow better management of key business variables. ▪ Commercially we also have a well defined set of objectives which, if allocated, will enable the company to have a significant growth in sales. Iberian Logistics Business Area: ▪ Increased attention to our clients and our market. We must give priority to business growth when winning new clients, either in existing or new segments of the market. The economic situation may favour the process of logistics outsourcing by our clients; ▪ Firm aim of maintaining high quality and control in our logistics processes 143 to ensure the high level of service to our existing customers and ability to continue to integrate new companies and activities; ▪ Maintain investment in the development of information technologies that support a structured domain of all logistics processes and allow for better information management. In this context it should be noted: ▪ Completion of the project to develop an application for managing the CoPacking business. ▪ Continued determination to implement Radio Frequency in all operations. ▪ Implementation of a structured model to monitor the individual productivity of our logistics operations. ACTIVITIES IN THE FIELD OF RESEARCH AND DEVELOPMENT During 2009 the Company has not incurred expenditure in research and development. ACQUISITION OF OWN SHARES There have been no acquisitions of own shares in our company during 2009. APPLICATION OF RESULTS The company, Luis Simoes Logística Integrada, completed 2009 with net income of 918,366 Euros. In accordance with the applicable legal and statutory provisions, the following application of results is proposed: Legal reserve Offset of losses from previous years 91.837 Euros 826.529 Euros Madrid, 15 February 2010 José Luís Soares Simões - Chairman / Chief Executive Officer Leonel Fernando Soares Simões Member / Chief Executive Officer Jorge Manuel Soares Simões Secretary / Chief Executive Officer RISK INFORMATION In note 17 of the report, we have included information about the nature and level of risk arising from financial instruments. COMPANY AUTHORITIES Board of Directors José Luís Soares Simões Leonel Fernando Soares Simões Jorge Manuel Soares Simões Chairman / Chief Executive Officer Member / Chief Executive Officer Secretary / Chief Executive Officer 144 Sustainability Report 2009 | ENGLISH Transportes Reunidos, Lda A| MANAGEMENT REPORT flows, with a consequent reduction in third-party and casual subcontracting channels. ACTIVITY IN THE FINANCIAL YEAR Transportes Reunidos carries out its international road transport activity in a specific segment: The intermediate channel of agents and forwarding agents, also working with the Group companies. From the centre of the country to Europe they provide a flexible, effective offer of transport services. Evolution in Sales (Thousands Euros) 4.015 3.407 It was a year in which the company made endeavours to maintain its clients and ensure the service level thereunto, undertaking a series of projects which allowed the degree of competitiveness thereof to be increased. The following are worth highlighting: ▪ Implementation of concrete actions geared towards target clients on Strategic Markets focusing on the improvement in quality of the client structure; ▪ The management of the inter-regional service in progressively centralised fashion was consolidated, with clear advantages in terms of the control of the transport operation; ▪ The first steps were also taken in the formatting of a Business Intelligence tool which will allow closer monitoring of the key variables for this business. 2006 2007 2.761 2.633 2008 2009 As regards the Net Result of the company this was maintained at the same level as the previous year, negative to the tune of 16 000 Euros, though worth mentioning was the favourable evolution in Operating Results which reflect the control of some costs items. The financial structure of the company is a byword for balance and soundness with a Financial Autonomy of 71% and a Solvency Ratio of 246%. Evolution in Results (Thousands Euros) Net/Operational Liquid 235 ECONOMIC AND FINANCIAL ANALYSIS In 2009 the Turnover for Transportes Reunidos totalled the sum of 2 633 000 Euros. The economic and financial evolution occurring during the year proved unfavourable for this type of activity, originating the destabilisation of transport Operational 32 Sustainability Report 2009 | ENGLISH 70 59 18 2008 2006 Transportes Reunidos, Lda NIPC (corporate ID) n.º 500 289 433 | Share Capital: 1,496,394.00 Euros | Mat. n.º 500 289 433 CRC Loures | Moninhos 2671-951 Loures Legend 2007 -16 -16 -85 2009 145 PROSPECTS FOR 2010 Regardless of the existing economic retraction and the difficulties affecting the sector, the company estimates recovery for 2010 – though only slight – and that the commercial projects won over the year under analysis will be fully operational in 2010. The information management tool devised during 2009 will be consolidated as well as the implementation thereof with the end users, allowing a greater command of the key business variables. Commercially, we also have a series of well-defined targets which, if awarded, shall enable the company to have interesting sales growths. GOVERNING BODIES The Board of Directors Manager Manager Manager José Luís Soares Simões Leonel Fernando Soares Simões Jorge Manuel Soares Simões General Meeting Board Clara Maria Campos Monteiro Ribeiro Isabel Maria Blazquez Pereira Silva Chairman Secretary DISTRIBUTION OF RESULTS The company Transportes Reunidos, Lda. closed the financial year of 2009 with negative Net Results of 16,066.23 Euros. In view of the legal and statutory provisions applicable, the following distribution of results is proposed: Results Carried Forward -16.066,23 Moninhos: February 15th 2010 José Luís Soares Simões Manager Leonel Fernando Soares Simões - Manager Jorge Manuel Soares Simões - Manager Sustainability Report 2009 | ENGLISH 146 B| FINANCIAL STATEMENTS Valores em Euros BALANCE SHEET CEE Accounts Codes POC (Chart of Accounts) Gross Assets 2009 Deprec. And Adjustments 2008 Net Assets Net Assets Assets III Financial Investments: 5 4113+414+415 D Securities and Other Financial Applications 498,80 0,00 498,80 498,80 498,80 0,00 498,80 498,80 Circulating Capital Debts owed by Third Parties - medium and longterm: II 1 218 Bad Debt Clients 80.262,91 80.262,91 0,00 0,00 2 252 Group Companies 890.000,00 0,00 890.000,00 900.000,00 970.262,91 80.262,91 890.000,00 900.000,00 703.278,54 0,00 703.278,54 642.806,59 32.911,80 0,00 32.911,80 54.994,76 169.122,87 0,00 169.122,87 163.832,19 2.157,17 0,00 2.157,17 1.161,07 907.470,38 0,00 907.470,38 862.794,61 4.540,81 4.540,81 61.899,25 4.540,81 4.540,81 61.899,25 79.022,35 79.022,35 28.845,88 795,28 795,28 111,68 9.067,06 9.067,06 4.801,62 88.884,69 33.759,18 1.891.394,68 1.858.951,84 II Debts owed by Third Parties - Short Term: 1 211 Clients, c/a 2 252 Group Companies 4 24 4 262+266+267 +221 IV State and Other Public Bodies Other De Group Companies btors Bank Deposits and Cash: 12+13+14 E Bank Deposits Accruals and Deferrals 271 Income Accruals 272 Deferred Costs 276 Deferred Tax assets 88.884,69 Total Depreciations 0,00 Total Adjustments Total Assets 80.262,91 1.971.657,59 80.262,91 147 Sustainability Report 2009 | ENGLISH BALANCE SHEET (Ctd.) Accounts Codes CEE 2009 POC (Chart of Accounts) 2008 EQUITY AND LIABILITIES A Equity I 51 Capital IV 1.496.394,00 1.496.394,00 Reserves: 1 571 Legal Reserves 19.960,99 19.960,99 4 574 a 579 Other Reserves 49.385,33 49.385,33 -204.890,27 -188.583,31 Subtotal 1.360.850,05 1.377.157,01 -16.066,23 -16.306,96 Total Equity 1.344.783,82 1.360.850,05 35.802,82 35.802,82 35.802,82 35.802,82 292.293,09 410.458,32 0,00 71,56 5.543,85 5.641,34 V 59 VI Results Carried Forward 88 Net Result for the Financial Year Liabilities B Provisions for Risks and Charges: 3 293/8 Other Provisions for Risks and Charges C Debts to Third Parties - Short Term 4 221 Suppliers, c/a 6 252 Group Companies 8 24 State and Other Public Bodies 8 262+263+264+265 Other Creditors 4.235,12 566,75 302.072,06 416.737,97 208.735,98 45.561,00 208.735,98 45.561,00 Total Liabilities 546.610,86 498.101,79 Total Equity and Liabilities 1.891.394,68 1.858.951,84 267+268+211 D Accruals and Deferrals 273 Cost Accruals The Accountant The Management Cesaltina Maria Soares Gonçalves José Luís Soares Simões - Manager | Leonel Fernando Soares Simões - Manager | Jorge Manuel Soares Simões - Manager Valores em Euros Sustainability Report 2009 | ENGLISH 148 PROFIT-AND-LOSS ACCOUNT BY NATURE CEE Accounts Codes POC (Chart of Accounts) 4.b) 5 5 2009 COSTS AND LOSSES External Services and Supplies Staffing Costs Remunerations Social Charges: Others Adjustments Taxes Other Operating Losses and Costs A 2.b) 3 3.a) 3.b) Amounts stated in Euros 62 641+642 645/8 666+667 63 65 2.608.636,14 681+685+686+ 687+688 21.160,87 11.531,17 2.950,77 0,00 Interest and Similar Costs: Others 69 Extraordinary Losses and Costs 8+11 86 Income Tax for the Financial Year 13 88 Net Result for the Financial Year 1 4 4 72 73 77 INCOME AND GAINS Services Rendered Supplementary Income Reversals of Depreciations and adjustments Other Interest and Similar Income Relating to Group Companies Others 9 79 Extraordinary Gains and Income (F) Summary. Operating Results: (B)-(A) Financial results: (D-B)-(C-A)= Current Results: (D)-(C) Pre-tax Results: (F)-(E) Net Result for the Financial Year: (F)-(G) 1.579,33 2.846.282,56 2.632.919,59 48.541,00 115.374,42 2.632.919,59 2.761.054,88 2.761.054,88 32.847,35 12.510,42 (D) 2.950,77 2.737.700,41 163.014,82 200,00 12.108,38 2.858.390,94 167,16 2.858.558,10 -4.573,30 2.853.984,80 -16.306,96 2.837.677,84 (B) 7811+7813+7814+ 7818+785+786+ 787+788 64.640,43 200,00 1.344,59 234,74 12.108,38 (G) 7 114.582,33 11.531,17 12.451,80 2.750.152,21 114.994,53 2.865.146,74 -4.388,67 2.860.758,07 -16.066,23 2.844.691,84 (E) B 98.374,39 12.451,80 (C) 10 2.681.488,41 93.421,46 (A) 7 2008 163.915,42 2.796.835,01 45.357,77 2.842.192,78 2.499,06 2.844.691,84 59.134,60 32.905,97 92.040,57 -20.454,90 -16.066,23 2.761.054,88 54.994,76 20.615,64 75.610,40 2.836.665,28 1.012,56 2.837.677,84 -85.227,68 63.502,02 -21.725,66 -20.880,26 -16.306,96 The Accountant The Management Cesaltina Maria Soares Gonçalves José Luís Soares Simões - Manager | Leonel Fernando Soares Simões - Manager | Jorge Manuel Soares Simões - Manager Sustainability Report 2009 | ENGLISH 149 ANNEX TO THE BALANCE SHEET AND THE PROFIT-AND-LOSS ACCOUNT FINANCIAL YEAR OF 2009 (Information stated in Euros) 0 - INTRODUCTORY NOTE 0.1. Company: Transportes Reunidos, Lda. Registered Offices: Moninhos – Loures Date of Incorporation: September 11th 1959 Activity: Occasional Transport of Goods. NIPC (corporation tax code):500 289 433 The company belongs to the Luís Simões Group, its parent company being LS – Luís Simões SGPS, SA, just like the other group companies. 0.2. The Financial Statements were drawn up in accordance with the historic costs agreement, modified by the revaluation of tangible fixed assets and on an ongoing concern basis and in accordance with the basic accounting principles of consistency, prudence, accruals basis, substance over form and materiality. The same also relate to qualitative characteristics of relevance, reliability and comparability. 0.3. notes not mentioned do not apply to the Company or do not relate to materially relevant accounting events or did not occur in the financial year to which this annex relates. 3 - ACCOUNTING PRINCIPLES AND VALUATIION CRITERIA USED 3.1. Fixed Assets 3.1.1. Financial Investments The Financial Investments are shown on the balance sheet at the cost of acquisition. amounts for the purposes of taxation. Deferred Tax Assets and Liabilities are calculated and valued using the taxation rates which are expected to be in force on the date of reversal of temporary differences. Since the financial year of 2007 the company has been included in the Special Taxation Regime of Company Groups (“RETGS”) led by the shareholder LS – Luís Simões, SGPS, S.A. 6 – DISSEMINATION OF THE MAIN COSTS (INCOME) COMPONENTS REGARDING TAXES The Company is subject to Corporation Tax (IRC) at the current rate of 25%, plus a maximum municipal surcharge of 1.5%, on taxable profit, attaining a total rate of 26.5%. Under the terms of article 81 of the CIRC, the Company is subject to autonomous taxation on a series of charges at the rates foreseen therein. As mentioned in Note 3.3., since the financial year of 2007 the Group companies have been included in the Special Taxation Regime for Company Groups (“RETGS”) under the terms of article 63 and the following articles of CIRC, led by the shareholder LS – Luís Simões, SGPS, S.A., meaning that the taxes calculated individually are reflected in the shareholder amount included in the item “Group Companies”. In accordance with the legislation in force, the tax returns are subject to revision and correction by the tax authorities during a period of four years (ten years for Social security until 200, inclusive, and five years as from 2001), unless there should be tax losses, or inspections, complaints or challenges are in progress, in which cases, depending on the circumstances, the timeframes are prolonged or suspended. 3.2. Adjustments of debts receivable The value of the Adjustments corresponds to the risk of collection of the respective debts. 3.3. Deferred taxes Deferred Taxes relate to the temporary differences between the amounts of the assets and liabilities for the purposes of accounting reporting and the respective Sustainability Report 2009 | ENGLISH 150 The reconciliation between the accounting result and the taxable result and between the current tax and the tax for the financial year on income is as follows: 2009 The movements occurring in the financial year as a result of the adoption of this new law as regards their nature and impact, are as follows: Opening balance 2008 Effect of the Financial Year Closing balance Deferred Tax Assets: Current tax Pre-tax result -20.454,90 -20.880,26 Temporary differences 5.795,57 -491,55 Permanent differences 424,78 -101,27 -14.234,55 -21.473,08 11.153,54 19.100,47 3.081,01 2.372,61 0,00 0,00 IRC (corporation tax) 25,00% 25,00% Municipal Surcharge 1,50% 1,50% 0,00 0,00 705,80 700,30 705,80 700,30 Taxable result Tax losses (temporary difference) Tax losses (temporary difference) - RETGS Tax losses 4.775,12 2.729,61 7.504,73 26,50 1.535,83 1.562,33 4.801,62 4.265,44 9.067,06 Adjustments of debts owed by third parties 7 - MEAN NUMBER OF PEOPLE IN THE PAY OF THE COMPANY Employees.................................................................................. 4 Rate of tax Deferred tax Income Tax for the Financial Year -4.644,86 -770,25 -628,74 (II) -5.094,47 -5.273,60 (I) + (II) -4.388,67 -4.573,30 Closing balance Effect on the Financial Year -RETGS -4.324,22 Transfers and write-offs Effect on the Financial Year Disposals Deferred tax Increases (I) Opening balance Current Tax 109.308,21 0,00 109.308,21 0,00 0,00 109.308,21 0,00 109.308,21 0,00 0,00 498,80 0,00 0,00 0,00 498,80 498,80 0,00 0,00 0,00 498,80 Items Autonomous taxations 10 - MOVEMENTS OCCCURING IN THE ITEMS OF THE FIXED ASSETS INCLUDED ON THE BALANCE SHEET AND IN THE RESPECTIVE DEPRECIATIONS AND PROVISIONS GROSS ASSETS TANGIBLE FIXED ASSETS Basic Equipment FINANCIAL INVESTMENTS Securities and Other Financial Applications DEPRECIATIONS AND PROVISIONS Items Opening balance Increase Cancellation/ Reversal Closing balance TANGIBLE FIXED ASSETS The Company applied the provisions of Accounting Guideline no. 28 relating to the posting of Deferred Taxes. Sustainability Report 2009 | ENGLISH Basic Equipment 109.308,21 0,00 -109.308,21 0,00 109.308,21 0,00 -109.308,21 0,00 151 16 - TABLE REGARDING THE CONTROLLING AND AFFILIATE GROUP COMPANIES The Financial Statements of this company are included in the Consolidated Financial Statements of the following company: Business name: LS – Luís Simões, SGPS, S.A. Registered Offices: Moninhos – Loures NIPC (corporation tax code): 503 717 789 Opening balance Increase Reversal Closing balance 184.106,17 11.531,17 115.374,42 80.262,91 184.106,17 11.531,17 115.374,42 80.262,91 Dívidas de Terceiros: Clientes de Cobrança Duvidosa 23 - TOTAL VALUE OF BAD DEBTS IN EACH OF THE ITEMS OF DEBTS OWED BY THIRD PARTIES INCLUDED ON THE BALANCE SHEET Bad debt clients..................................................................80.262,91 34 – MOVEMENTS OCCCURRING IN THE PROVISIONS ITEMS Items 293-Provisions for Legal Proceedings in progress Opening balance Increase 35.802,82 Opening balance Items 51 Capital Increase 0,00 0,00 1.496.394,00 571 Legal Reserves 19.960,99 0,00 0,00 19.960,99 574 Free Reserves 49.385,33 0,00 0,00 49.385,33 59 -188.583,31 -16.306,96 0,00 -204.890,27 -16.306,96 -16.066,23 -16.306,96 -16.066,23 Results Carried Forward 88 Net results 44 - DISTRIBUTION OF THE NET VAUE OF SALES AND THE SERVICES RENDERED AS CALCULATED IN ITEMS 71 AND 72 Description Reduction 0,00 Shares Subscribed Amount Internal market 2.501.509,41 External market 131.410,18 0,00 2.632.919,59 Closing balance 35.802,82 45 - FINANCIAL PROFIT-AND-LOSS ACCOUNT Costs and losses 681 Interest paid 688 Other Financial Losses and Costs Financial results 37 - STAKE IN THE SUBSCRIBED CAPITAL OF EACH OF THE CORPORATE BODIES HOLDING AT LEAST 20% THEREIN LS – Luís Simões, SGPS, S.A. Closing balance 1.496.394,00 Total 36 - NUMBER OF SHARES OF EACH CATEGORY INTO WHICH THE CAPITAL OF THE COMPANY IS DIVIDED AND ITS NOMINAL VALUE The Share Capital is made up of 4 shares, one with a value of 935,246.25 Euros and the other three of 187,049.25 euros each. Shareholder Reductions 57 Reserves 21 - BREAKDOWN IN CIRCULATING ASSETS ITEMS AJUSTAMENTOS Items 40 -CLARIFICATION AND JUSTIFICATION OF THE MOVEMENTS OCCURRING IN THE FINANCIAL YEAR IN EACH OF THE EQUITY ITEMS INCLUDED ON THE BALANCE SHEET Number % Stake in Capital % - 100 100 Voting Rights % 100 Sustainability Report 2009 | ENGLISH Income and gains Financial Years 2009 2008 11.523,51 11.296,36 928,29 812,02 32.905,97 63.502,02 45.357,77 75.610,40 Financial Years 2009 2008 781 Interest earned 32.847,35 54.994,76 788 Reversals and other financial income and gains 12.510,42 20.615,64 45.357,77 75.610,40 152 PROFIT-AND-LOSS ACCOUNT BY FUNCTION 46 - EXTRAORDINARY PROFIT-AND-LOSS ACCOUNT Financial Years Custos e Perdas 2009 692 Bad debts 697 Corrections Relating to Previous Financial Years 698 Other Extraordinary Losses and Costs Extraordinary results Items 2008 114.944,43 0,00 8,36 16,10 41,74 151,06 -112.495,47 845,40 2.499,06 1.012,56 2009 2.761.054,88 -2.504.180,81 -2.608.696,12 Gross results 128.738,78 152.358,76 Other operating Gains and Income 211.772,25 76.622,96 Administrative Costs -221.988,43 -237.151,70 Other Operating Losses and Costs -127.453,99 -1.413,92 -8.931,39 -9.583,90 Cost of sales and services rendered Net cost of financing -11.523,51 -11.296,36 Current results -20.454,90 -20.880,26 4.388,67 4.573,30 Current results after tax -16.066,23 -16.306,96 Net results -16.066,23 -16.306,96 -0,01 -0,01 0,00 1.000,00 794 Gains in fixed assets 4,00 0,00 2.495,06 12,56 2.499,06 1.012,56 Tax on current results Results per Share 48 - OTHER INFORMATION DEEMED RELEVANT A) Movement in Group and Associate Companies Items Amounts Receivables: Clients, c/a 2008 2008 792 Debt recovery 798 Other Extraordinary Gains and Income 2009 2.632.919,59 Operating Results Financial Years Income and gains Sales and services rendered Financial Year The Accountant The Management Cesaltina Maria Soares Gonçalves José Luís Soares Simões - Manager Leonel Fernando Soares Simões - Manager Jorge Manuel Soares Simões - Manager 2.080,00 Shareholders 922.911,80 Other Debtors 1.435,00 Debts payable: Suppliers, c/a 6.565,90 Operating Costs 574.289,71 Operating Income 367.706,87 Financial Income 32.847,35 The Accountant The Management Cesaltina Maria Soares Gonçalves José Luís Soares Simões - Manager Leonel Fernando Soares Simões - Manager Jorge Manuel Soares Simões - Manager Sustainability Report 2009 | ENGLISH 153 CASH FLOW STATEMENT Direct method Amounts stated in Euros OPERATING ACTIVITIES RECEIPTS FROM CLIENTS Receipts from group Clients Receipts from other Clients PAYMENTS TO SUPPLIERS Payments to Group suppliers Payments to other Suppliers PAYMENTS TO STAFF Remunerations Other Payments to Staff Flow Generated by the Operations PAYMENT / RECEIPT OF IRC Payment of IRC Advance and special tax payments Return of IRC OTHER RECEIPTS RELATING TO OPERATING ACTIVITY Receipts from Other Debtors Receipts from Other Creditors Receipts from Other Taxes OTHER PAYMENTS RELATING TO OPERATING ACTIVITY Payments to Other Debtors Payments to Other Creditors Settlement of Withholdings at Source Payments of TSU (single social charge) Payments from Other Taxes Flow Generated Before Extraordinary Items RECEIPTS RELATED WITH EXTRAORDINARY ITEMS Receipts from Bad Debts Compensation of Claims Other Extraordinary Receipts PAYMENTS RELATED WITH EXTRAORDINARY ITEMS Other Extraordinary Payments Flow Generated from Extraordinary Activity (1) FLOWS FROM OPERATING ACTIVITIES INVESTMENT ACTIVITIES (2) FLOWS FROM INVESTMENT ACTIVITIES 2009 2008 574.962,40 2.426.413,98 3.001.376,38 374.587,60 3.221.799,26 3.596.386,86 -710.650,10 -2.131.032,07 -2.841.682,17 -790.130,75 -2.555.246,66 -3.345.377,41 -78.602,79 -283,00 -78.885,79 80.808,42 -48,37 -48,37 -11.714,63 -146.815,34 -12.644,52 -28.137,13 -2.919,92 -202.231,54 -121.471,49 -116.710,85 -85,00 -13.109,76 0,00 0,00 -24.134,08 -156.411,51 -16.205,27 -32.319,13 -1.344,59 -116.795,85 134.213,60 -13.109,76 -230.414,58 -109.310,74 1.000,00 0,04 0,04 0,06 1.000,06 0,19 0,19 0,23 -121.471,26 -2,58 -2,58 997,48 -108.313,26 0,00 0,00 154 Sustainability Report 2009 | ENGLISH FINANCING ACTIVITIES RECEIPTS FROM: Loans obtained from Group Companies Other Loans Obtained Interest from Loans Granted PAYMENTS RELATING TO: Loans obtained from Group Companies Other Loans Obtained Interest and Similar Costs Dividends (3) FLOW FROM FINANCING ACTIVITIES Variations in Cash and its Equivalents Cash and its Equivalents at the Start of the Period Cash and its Equivalents at the End of the Period 720.000,00 720.000,00 54.994,76 -710.000,00 -710.000,00 -881,94 0,00 (1)+(2)+(3) The Accountant The Board Cesaltina Maria Soares Gonçalves José Luís Soares Simões - Chairman Leonel Fernando Soares Simões - Member Jorge Manuel Soares Simões - Member 720.000,00 54.994,76 -710.881,94 64.112,82 -57.358,44 61.899,25 4.540,81 765.000,00 765.000,00 35.448,88 -640.000,00 -640.000,00 -3.359,87 -60.742,08 (1)+(2)+(3) 765.000,00 35.448,88 -704.101,95 96.346,93 -11.966,33 73.865,58 61.899,25 ANNEX TO THE CASH FLOW STATEMENT 2-ITEMISATION OF THE CASH AND ITS EQUIVALENTS COMPONENTS RECONCILING THE AMOUNTS SHOWN IN THE CASH FLOW STATEMENT WITH THE ITEMS OF THE BALANCE SHEET Amounts stated in Euros Description Immediately mobilisable bank deposits 2009 4.540,81 2008 61.899,25 The Accountant The Board Cesaltina Maria Soares Gonçalves José Luís Soares Simões - Chairman Leonel Fernando Soares Simões - Member Jorge Manuel Soares Simões - Member Sustainability Report 2009 | ENGLISH 155 C| REGISTERED AUDITORS’ REPORT disclosure are appropriate to the company’s circumstances; - examination of the applicability of the principle of continuity; and - evaluation of the overall adequacy of the presentation of information in the financial statements. Ernst & Young Audit & Associados - SROC, S.A. Avenida da República, 90-6° 1600-206 Lisboa, Portugal Telf: +351 217 912 000 Fax: +351 217 957 586 www.ey.com | REGISTERED AUDITORS’ REPORT Introduction 1. We have audited the financial statements of Transportes Reunidos, Lda., which comprise the Balance Sheet as at 31 December 2009 (reflecting a total of 1.891.395 Euros and total equity of 1.344.784 Euros, including a net loss of 16.066 Euros) the Income Statement by Natures and By Functions and the Cash Flow Statement for the year then ended, and the related Annex. Responsibilities 2.The Management is responsible for preparing the financial statements giving a true and fair view of the Company’s financial position, the profits of its operations and cash flows, as well as for adopting appropriate accounting policies and criteria and keeping an appropriate internal control system. 5.The audit also included our opinion on whether the information given in the Management Report is consistent with the financial statements. 6.We believe that the audit carried out provides an acceptable basis for expressing our opinion. Opinion 7. In our opinion, the financial statements give a true and fair view, in all aspects materially relevant, of the state of Transportes Reunidos, Lda. affairs as at 31 December 2009, the profits of its operations and cash flows for the financial year then ended, in accordance with the accounting principles generally accepted in Portugal. Lisbon, 25 May 2010 Ernst & Young Audit & Associados - SROC, S.A. Independent Registered Auditors Firm (No. 178) Represented by: 3.Our responsibility is to express a professional and independent opinion based on our audit to those financial statements. Scope 4. We conducted our audit in accordance with the Technical Standards and Guidelines of Revision/Audit of the Portuguese Board for Registered Auditors, which require the planning and performance of the audit so as to obtain reasonable assurance that the financial statements are free from material misstatements. In order to do so, the audit included: - the examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements and the assessment of the estimates based on judgements and criteria made by the Management and used in the preparation of the financial statements; - the assessment of whether the adopted accounting policies and their Sustainability Report 2009 | ENGLISH Paulo Jorge Luís Da Silva (Registered Auditor No. 1334) 156 Public Company – Share Capital 1,105,000 Euros – registered on the Portuguese Board of Registered Auditors under No. 178 – Registered on CMVM (Portuguese Securities Market Commission) under No. 9011 – Tax Payer No. 505 988 283 – Registered on Lisbon Companies Registry under No. 505 988 283 – A member firm of Ernst & Young Global Limited Distribuição Luís Simões, S.A. A| MANAGEMENT REPORT ACTIVITY IN THE FINANCIAL YEAR DLS as the Logistical Operator of the Luís Simões Group in Portugal provides integrated services involving transport, storage, the preparation of orders, the control of inventories and distribution, in addition to other value-added services, such as packaging, labelling, the preparation of promotional packs and the “customisation” of products. It is a leader in Portugal in the Logistics and Distribution of Major Consumer Products, also operating in the car sector, electrical appliances and hightechnology products. 2009 was marked by the following factors: ▪ Increase in the position of DLS in the market segments in which it operates: Increase in business in the segments of beverages, cleaning/hygiene and food, which allowed the coming on line of the new warehouse Carregado II, without closing any other units; ECONOMIC AND FINANCIAL ANALYSIS In the current context, the requirements placed upon the logistical operator have become ever higher, not only by dint of the growing demand of clients, in more specialised services, as well as the aggressive competition to which this sector was subject in recent times. Evolution in Sales (Thousands Euros) 42.049 36.989 36.439 2007 2008 32.744 2006 2009 ▪ Having assured the operation, to its full potential, of the new Logistical Operations Centre of the Future at the logistical facility of Luís Simões no Carregado which had been inaugurated in November of the previous year. This new, semi-automatic warehouse supported the winning over of new clients and attained occupations of over 80% in the very first year of activity within the objectives foreseen for the project; In 2009 Distribuição Luís Simões recorded growth in its sales of 15%, settling at 42 049 000 Euros. This favourable evolution can be put down not only to the growth in activity in current and new clients, but also to the contractual prolongation with some structural to the company. Which reflects the constant concern with Distribuição Luís Simões to follow the demands of its clients by way of ongoing innovation in the processes which ensure not only high levels of service but also the offering of new solutions. ▪ Increase in the management team so as to meet the increase in activity and the entry of new clients, ensuring that DLS can maintain its great control of logistical processes and continue to show the capacity to maintain the commitment to the quality of the service provided to current clients and also ensure the winning over new clients in new segments. The Net Result of the company for the year stood at 556 000 Euros. Despite the strict control in some cost items, to wit by way of the renegotiation of External Services and Supply contracts, the company cost structure ended up reflecting the increase in activity in the year, as well as the effect of the start-up of the warehouse Carregado II, to wit in the items; Depreciations and Staff Costs. Distribuição Luís Simões, S.A. NIPC (corporate ID) n.º 500 375 574 | Share Capital: 2,500,000.00 Euros | Mat. n.º 500 375 574 CRC Loures | Moninhos 2671-951 Loures Sustainability Report 2009 | ENGLISH In 2009 the Cash Flow for the company stood at 1 895 000 Euros. As regards the Investment value, this stood at 5 428 000 Euros and reflects the acquisition of logistical equipment, in the majority required for the new COL of Carregado. 157 Evolution in Net Result (Thousands Euros) 1.000 913 800 600 556 628 400 415 200 2006 2007 2008 2009 The company closed the year of 2009 with Financial Autonomy of 14% and a Solvency Ratio of 16%, with these values indicating the hefty investments made by the company in the last two years. ▪ Great focus on clients and on the market, with priority being given to the growth of business with the winning over of new clients, either in the current segments or in new market segments. The economic climate may favour logistical externalisation processes by clients; ▪ To maintain investment in the development of information technologies which support a structured command of all logistical processes and allow there to be more and better management information. In this context the following shall be referred to: ▪ Completion of the project to develop an application to manage CoPacking activity; ▪ Continued commitment to the implementation of Radiofrequency in all operations; ▪ Introduction of new management information modules in the Business Intelligence tool (Individual Productivity, Fleet Management, HR Indicators). GOVERNING BODIES The Board of Directors Evolution in Cash Flow and Investment (Thousands Euros) 5.428 4.863 1.331 Cash Flow Investiment 3.473 1.968 Legend 1.295 1.895 José Luís Soares Simões Leonel Fernando Soares Simões Jorge Manuel Soares Simões Chairman/ Managing Director Member Member General Meeting Board Clara Maria Campos Monteiro Ribeiro Isabel Maria Blazquez Pereira Silva Chairman Secretary Statutory Auditor Ernst & Young Audit & Associados Rui Abel Serra Martins Permanent Member Alternate 574 2006 2007 2008 2009 PROSPECTS FOR 2010 DLS has ambitious objectives for 2010 whose fundamental axes are the following: ▪ Great orientation towards the maintenance of a high command and quality in logistical processes so as to ensure the maintenance of high service levels to current clients and the capacity to continue to integrate new businesses and activities; ▪ Implementation of a project to improve the management of the production of internal operations which ensures levels of excellence in the quality and productivity of the service rendered; DISTRIBUTION OF RESULTES The company Distribuição Luís Simões, S.A. closed the financial year of 2009 with Net Results of 555,588.20 Euros. In view of the legal and statutory provisions applicable, the following distribution of results is proposed: Legal Reserves Dividends Bonuses to employees 27.779,41 480.779,79 47.029,00 Moninhos: February 15th 2010 José Luís Soares Simões - Chairman Leonel Fernando Soares Simões - Vogal Sustainability Report 2009 | ENGLISH Jorge Manuel Soares Simões - Vogal 158 B| FINANCIAL STATEMENTS BALANCE SHEET Amounts stated in Euros 2009 Accounts Codes CEE POC (Chart of Accounts) Gross Assets 2008 Deprec. And Adjustments Net Assets Net Assets ASSETS II 1 2 2 3 3 3 4 422 423 424 425 426 429 441/6 D I 1 36 II 1 218 1 2 4 4 4 211 252 229 24 262+266+267+268+221 II IV 12+13+14 E 271 272 276 Tangible Fixed Assets: Buildings and Other Constructions Basic Equipment Transport Equipment Tools and Utensils Administrative Equipment Other Tangible Fixed Assets Fixed Assets in Progress 759.143,36 13.566.271,30 984.775,36 20.858,46 4.921.725,87 404.994,86 453.912,29 2.663.968,23 570.715,70 15.670,11 3.285.228,36 146.651,05 305.231,07 10.902.303,07 414.059,66 5.188,35 1.636.497,51 258.343,81 20.657.769,21 7.136.145,74 13.521.623,47 302.213,39 1.246.148,50 838,70 2.881,28 764.388,36 72.542,25 6.800.656,03 9.189.668,51 0,00 0,00 0,00 75.564,00 75.564,00 9.933,56 9.933,56 9.933,56 9.933,56 0,00 0,00 0,00 0,00 13.048.849,85 13.048.849,85 10.475.716,53 38.388,71 2.520,00 0,00 487.468,02 13.538.837,87 2.520,00 0,00 487.468,02 13.538.837,87 116.572,44 768.787,93 11.399.465,61 6.648,12 6.648,12 6.648,12 6.648,12 44.516,85 44.516,85 122.496,12 222.222,77 68.472,15 413.191,04 122.496,12 222.222,77 68.472,15 413.191,04 22.396,49 24.361,98 834,96 47.593,43 27.480.300,50 20.756.808,40 Circulating Capital Stocks: Consumable supplies Debts owed by Third Parties - medium and long-term: Bad Debt Clients Debts owed by Third Parties - Short Term: Clients, c/a Group Companies Advances to Suppliers State and Other Public Bodies Other Debtors Bank Deposits and Cash: Bank Deposits Accruals and Deferrals Income Accruals Deferred Costs Deferred Tax Assets Total Depreciations Total Adjustments Total Assets Sustainability Report 2009 | ENGLISH 34.626.379,80 0,00 7.136.145,74 9.933,56 7.146.079,30 159 BALANCE SHEET (Ctd.) Amounts stated in Euros 2009 Accounts Codes CEE 2008 POC (Chart of Accounts) EQUITY AND LIABILITIES A Equity I 51 Capital 56 Revaluation Reserves IV 2.500.000,00 2.500.000,00 2.699,62 3.539,05 Reserves: 1 571 Legal Reserves 253.868,11 222.474,66 4 574 a 579 Other Reserves 407.120,86 407.120,86 V 59 Results Carried Forward Subtotal VI 88 Net Result for the Financial Year Total Equity 97.428,05 96.588,62 3.261.116,64 3.229.723,19 555.588,20 627.869,09 3.816.704,84 3.857.592,28 Liabilities B Provisions for Risks and Charges: 3 293/8 Other provisions 258.207,05 258.207,05 C 0,00 Debts owed to Third Parties - medium and long-term 6 252 Group Companies 6 239 Other Loans Obtained 8 2611 Suppliers of Fixed Assets, c/a C 2.000.000,00 329.704,42 6.152.890,74 4.680.610,60 8.152.890,74 5.010.315,02 Debts to Third Parties - Short Term 2 231+12 4 221 Debts to Credit Institutions 1.791.717,18 1.069.599,56 Suppliers, c/a 6.144.572,99 5.905.786,02 4 228 Suppliers - Invoices being Received and Conferred 54.467,44 100.770,97 6 252 Group Companies 964.776,60 484.126,06 8 239 Other Loans Obtained 285.296,93 492.186,72 8 2611 Suppliers of Fixed Assets, c/a 1.918.929,64 1.603.780,43 8 24 State and Other Public Bodies 612.730,25 345.006,25 8 262+263+264+265+267+268+211 D Other Creditors 1.917.713,78 7.472,41 13.690.204,81 10.008.728,42 1.561.597,04 1.879.387,68 Accruals and Deferrals 273 Cost Accruals 276 Deferred Tax Liabilities 696,02 785,00 1.562.293,06 1.880.172,68 Total Liabilities 23.663.595,66 16.899.216,12 Total Equity and Liabilities 27.480.300,50 20.756.808,40 The Accountant The Board Vítor José Caetano de Sousa José Luís Soares Simões - Chairman | Leonel Fernando Soares Simões - Member | Jorge Manuel Soares Simões - Member Sustainability Report 2009 | ENGLISH 160 PROFIT-AND-LOSS ACCOUNT BY NATURE Amounts stated in Euros Accounts Codes A CEE POC (Chart of Accounts) 2.a) 61 2.b) 3 3.a) 3.b) 62 4.a) 4.b) 5 5 5 7 B 2009 COSTS AND LOSSES Cost of consumable supplies: Materials External Services and Supplies Staffing Costs Remunerations Social Charges: Others Deprecs. of Tangible and Intangible Fixed Assets Adjustments Provisions Taxes Other Operating Losses and Costs 641+642 645/8 662+663 666+667 67 63 65 681+685+686+687+688 Interest and Similar Costs: Relating to Group Companies Others 10 69 Extraordinary Losses and Costs 8+11 86 Income Tax for the Financial Year 13 88 Net Result for the Financial Year 1 4 4 4 4 72 73 74 76 77 INCOME AND GAINS Services Rendered Supplementary Income Operating Subsidies Other Operating Gains and Income Reversals of Depreciations and adjustments 7 7811+7813+7814+7818 +785+786+ 787+788 9 79 Other Interest and Similar Income Relating to Group Companies Others Extraordinary Gains and Income Summary. Operating Results: (B)-(A) Financial results: (D-B)-(C-A) Current Results: (D)-(C) Pre-tax Results: (F)-(E) Net Result for the Financial Year: (F)-(G) 162.622,78 2008 162.622,78 31.056.070,95 7.821.529,38 (A) (C) 1.985.476,01 1.080.909,78 0,00 258.207,05 13.386,36 12.750,00 37.599,42 231.180,28 (E) (G) (B) (D) (F) 42.049.491,18 534.797,43 10.225,17 53.447,69 6.205,15 3.478,49 163.709,58 457.712,38 457.712,38 27.138.811,04 6.124.572,37 9.807.005,39 1.339.116,83 26.136,36 42.390.952,31 268.779,70 42.659.732,01 157.433,47 42.817.165,48 -35.891,08 42.781.274,40 555.588,20 43.336.862,60 42.049.491,18 604.675,44 42.654.166,62 167.188,07 42.821.354,69 515.507,91 43.336.862,60 263.214,31 -101.591,63 161.622,68 519.697,12 555.588,20 1.637.232,70 658.949,05 8.629,40 0,00 9.211,04 10.885,39 3.242,44 371.183,37 36.438.947,91 249.391,94 70.985,72 15.281,67 231.078,52 41.631,15 152.490,00 7.761.805,07 667.578,45 20.096,43 36.046.003,37 374.425,81 36.420.429,18 193.044,66 36.613.473,84 172.980,05 36.786.453,89 627.869,09 37.414.322,98 36.438.947,91 566.737,85 37.005.685,76 194.121,15 37.199.806,91 214.516,07 37.414.322,98 959.682,39 -180.304,66 779.377,73 800.849,14 627.869,09 The Accountant The Board Vítor José Caetano de Sousa José Luís Soares Simões - Chairman | Leonel Fernando Soares Simões - Member | Jorge Manuel Soares Simões - Member Sustainability Report 2009 | ENGLISH 161 ANNEX TO THE BALANCE SHEET AND THE PROFIT-AND-LOSS ACCOUNT FINANCIAL YEAR OF 2009 (Information stated in Euros) 0 - INTRODUCTORY NOTE 0.1. Company: DLS-Distribuição Luís Simões, S.A. Registered Offices: Moninhos – Loures Date of Incorporation: March 2nd 1990 Activity: Storage, Distribution and Occasional Transport of Goods. NIPC (corporation tax code):502 375 574 The company belongs to the Luís Simões Group, its parent company being LS – Luís Simões SGPS, SA, just like the other group companies. 0.2. The Financial Statements were drawn up in accordance with the historic costs agreement, modified by the revaluation of tangible fixed assets and on an ongoing concern basis and in accordance with the basic accounting principles of consistency, prudence, accruals basis, substance over form and materiality. The same also relate to qualitative characteristics of relevance, reliability and comparability. 3.3.Adjustments for Bad Debt Clients The value of the Adjustments corresponds to the risk of collection of the respective debts. 3.4. Deferred taxes Deferred Taxes relate to the temporary differences between the amounts of the assets and liabilities for the purposes of accounting reporting and the respective amounts for the purposes of taxation. Deferred Tax Assets and Liabilities are calculated and valued using the taxation rates which are expected to be in force on the date of reversal of temporary differences. Since the financial year of 2007 the company has been included in the Special Taxation Regime of Company Groups (“RETGS”) led by the shareholder LS – Luís Simões, SGPS, S.A. 6 – DISSEMINATION OF THE MAIN COSTS (INCOME) COMPONENTS REGARDING TAXES 0.3. Those notes not mentioned do not apply to the Company or do not relate to materially relevant accounting events or did not occur in the financial year to which this annex relates. The Company is subject to Corporation Tax (IRC) at the current rate of 25%, plus a maximum municipal surcharge of 1.5%, on taxable profit, attaining a total rate of 26.5%. 3 - ACCOUNTING PRINCIPLES AND VALUATIION CRITERIA USED 3.1. Stocks 3.1.1. Consumable supplies These are valued at the price of acquisition, adopting the weighted average cost as the costing method for outgoings. Under the terms of article 81 of the CIRC, the Company is subject to autonomous taxation on a series of charges at the rates foreseen therein. 3.2.Fixed Assets 3.2.1. Tangible Fixed Assets Tangible Fixed Assets are recorded in the balance sheet at the cost of acquisition, with the exception of assets revalued under the terms of the legislation published to this end. Depreciations are calculated in accordance with the straight-line method according to the laws in force. Sustainability Report 2009 | ENGLISH As mention in Note 3.4., since the financial year of 2007 the Group companies have been included in the Special Taxation Regime for Company Groups (“RETGS”) under the terms of article 63 and the following articles of CIRC, led by the shareholder LS – Luís Simões, SGPS, S.A., meaning that the taxes calculated individually are reflected in the shareholder amount included in the item “Group Companies”. In accordance with the legislation in force, the tax returns are subject to revision and correction by the tax authorities during a period of four years (ten years for Social security until 200, inclusive, and five years as from 2001), unless there 162 should be tax losses, or inspections, complaints or challenges are in progress, in which cases, depending on the circumstances, the timeframes are prolonged or suspended. The reconciliation between the accounting result and the taxable result and between the current tax and the tax for the financial year on income is as follows: 2009 The Company applied the provisions of Accounting Guideline no. 28 relating to the posting of Deferred Taxes. The movements occurring in the financial year as a result of the adoption of this new law as regards their nature and impact, are as follows: Opening balance 2008 Effect of the Financial Year Closing balance Deferred Tax Assets: Current tax Pre-tax result 519.697,12 800.849,12 Temporary differences 255.570,42 -42.438,03 Permanent differences -16.026,30 -223.988,05 Taxable result 759.241,24 534.423,04 Rate of tax IRC (corporation tax) 12,50% IRC (corporation tax) 25,00% 25,00% Municipal Surcharge 1,50% 1,50% 199.636,43 141.622,11 Use of Tax Break 834,96 67.637,19 68.472,15 834,96 67.637,19 68.472,15 785,00 -88,98 696,02 785,00 -88,98 696,02 Deferred Tax Liabilities: 40% of the Revaluation Reserves not realised -188.105,69 Deduction Dual International Taxation -142,12 Autonomous taxations Current Tax Provisions and Adjustments to Debts owed by Third Parties (I) 20.446,47 20.111,86 31.835,09 161.733,97 -67.726,17 11.246,08 -67.726,17 11.246,08 Deferred tax Use in the financial year Deferred tax (II) 163 Income Tax for the Financial Year (I) + (II) -35.891,08 172.980,05 Sustainability Report 2009 | ENGLISH 7 - MEAN NUMBER OF PEOPLE IN THE PAY OF THE COMPANY Employees............................................................................... 522 10 - MOVEMENTS OCCCURING IN THE ITEMS OF THE FIXED ASSETS INCLUDED ON THE BALANCE SHEET AND IN THE RESPECTIVE DEPRECIATIONS AND PROVISIONS GROSS ASSETS Items Opening balance Increases Disposals Transfers and write-offs Closing balance INTANGIBLE FIXED ASSETS Set-up Expenses 566.952,16 -566.952,16 0,00 566.952,16 -566.952,16 0,00 TANGIBLE FIXED ASSETS Buildings and Other Constructions Basic Equipment Transport Equipment Tools and Utensils Administrative Equipment Other Tangible Fixed Assets Fixed Assets in Progress 751.400,06 66.150,99 -58.407,69 759.143,36 3.356.080,22 4.197.500,42 6.012.690,66 13.566.271,30 657.719,46 22.720,88 322.416,40 984.775,36 17.065,09 3.143,37 650,00 20.858,46 3.826.655,50 1.094.974,93 95,44 4.921.725,87 187.269,57 43.473,15 174.252,14 404.994,86 6.800.656,03 0,00 -6.800.656,03 0,00 15.596.845,93 5.427.963,74 -348.959,08 20.657.769,21 18.081,38 18.081,38 DEPRECIATIONS AND PROVISIONS Items Opening balance Increase Adjust. Closing balance INTANGIBLE FIXED ASSETS Set-up Expenses 566.952,16 -566.952,16 0,00 566.952,16 -566.952,16 0,00 TANGIBLE FIXED ASSETS Buildings and Other Constructions Basic Equipment Transport Equipment Tools and Utensils Administrative Equipment Other Tangible Fixed Assets 449.186,67 67.867,13 -63.141,51 453.912,29 2.109.931,72 586.084,42 -32.047,91 2.663.968,23 656.880,76 38.208,54 -124.373,60 570.715,70 14.183,81 1.486,30 3.062.267,14 355.339,66 114.727,32 31.923,73 6.407.177,42 1.080.909,78 Sustainability Report 2009 | ENGLISH 15.670,11 -132.378,44 3.285.228,36 146.651,05 -351.941,46 7.136.145,74 164 12 - INDICATION OF THE LAWS ON WHICH THE REVALUATION OF TANGIBLE FIXED ASSETS OR FINANCIAL INVESTMENTS WAS BASED A) Tangible Fixed Assets were revalued at their various stages, being based on the provisions of the following laws: Statute Law no.264 enacted on 24/11/92 Statute Law no.31 enacted on 11/02/98 Debt at over one year is staggered as follows over time: Years Value of debt 2011 1.593.836,81 2012 1.536.425,96 2013 1.290.193,14 2014 1.732.434,83 6.152.890,74 13 - ITEMISATION OF REVALUATIONS Historic costs (a) Items Revaluations (a) (b) Revalued book values (a) TANGIBLE FIXED ASSETS Buildings and Other Constructions 34.675,08 6.945,34 41.620,42 34.675,08 6.945,34 41.620,42 16 - TABLE REGARDING THE CONTROLLING AND AFFILIATE GROUP COMPANIES The Financial Statements of this company are included in the Consolidated Financial Statements of the following company: Business name: LS – Luís Simões, SGPS, S.A. Registered Offices: Moninhos – Loures NIPC (corporation tax code): 503 717 789 (a) Net of depreciations 21 - BREAKDOWN IN CIRCULATING ASSETS ITEMS ADJUSTMENTS (b) They include the successive revaluations 14 - OTHER INFORMATION RELATING TO FIXED ASSETS All Fixed Assets are allocated to company activity. Items Bad Debt Clients Basic Equipment Administrative Equipment Increase Reversal Closing balance Debts owed by Third Parties: 15 - INDICATION OF THE ASSETS USED ON A LEASING BASIS, MENTIONING THE RESPECTIVE BOOK VALUES Description Opening balance Net Fixed Assets Value of debt Short-term Medium and long-term 9.442.133,17 6.847.415,15 1.286.061,95 5.561.353,20 967.372,16 905.977,34 314.439,80 591.537,54 10.409.505,33 7.753.392,49 1.600.501,75 6.152.890,74 16.138,71 6.205,15 9.933,56 16.138,71 6.205,15 9.933,56 23 - TOTAL VALUE OF BAD DEBTS IN EACH OF THE ITEMS OF DEBTS OWED BY THIRD PARTIES INCLUDED ON THE BALANCE SHEET Bad debt clients...................................................................9.933,56 25 - TOTAL AMOUNT OF ACTIVE AND PASSIVE DEBTS RELATING TO COMPANY STAFF Active Debts (Accounts 2624/2629)............................................3.611,56 Passive Debts (Accounts 2624/2629)...........................................2.248,05 Sustainability Report 2009 | ENGLISH 165 29- VALUE OF THE DEBTS TO THIRD PARTIES OWED FOR OVER FIVE YEARS Balance Sheet Items Debts of 1 to 5 years (Medium-term) Suppliers of Fixed Assets (Lessors) Debts of over 5 years (Long-term) 6.152.890,74 37 - STAKE IN THE SUBSCRIBED CAPITAL OF EACH OF THE CORPORATE BODIES HOLDING AT LEAST 20% THEREIN Total Shares Subscribed Shareholder Number % Stake in Capital % 500,000 100 100 Voting Rights % 100 6.152.890,74 LS – Luís Simões, SGPS, S.A. 32 - GUARANTEES PROVIDED 5.339,00 EDP Bank Banco Espírito Santo 10.250,00 EDP Bank Banco Bilbao Viscaya Argentaria 69.964,00 EDP Bank In addition, the company submitted promissory notes to third parties as the guarantee of payment of debts which as at December 31st 2009 stood at 8,691,495.19 euros and a comfort letter for the sum of 905,977.34. 31/98 3.539,05 Items 298 - Outras Provisões Increase 258.207,05 Reduction Closing balance 258.207,05 35 – SHARE CAPITAL The subscribed Capital has been fully paid up. 36 - NUMBER OF SHARES OF EACH CATEGORY INTO WHICH THE CAPITAL OF THE COMPANY IS DIVIDED AND ITS NOMINAL VALUE The Share Capital is made up of 500,000 shares, with a nominal value of 5.00 Euros per share. Sustainability Report 2009 | ENGLISH -839,43 2.699,62 40 - CLARIFICATION AND JUSTIFICATION OF THE MOVEMENTS OCCURRING IN THE FINANCIAL YEAR IN EACH OF THE EQUITY ITEMS INCLUDED ON THE BALANCE SHEET 34 – MOVEMENTS OCCCURRING IN THE PROVISIONS ITEMS Opening balance Closing balance Banco Espírito Santo Results Carried Forward Posted as Surplus Bank Deferred taxes EDP Free Reserves 5.513,00 Distribution in the financial year Increase in Capital Banco Espírito Santo Formation in the financial year Coverage of Losses Bank Free EDP Legal 3.337,00 Banco Bilbao Viscaya Argentaria 39-VARIATIONS IN REVALUATION RESERVES OCCURRING IN THE FINANCIAL YEAR Opening balance Guarantee Type Amount Statute Law no. Beneficiary Entity Guarantor Items 51 Capital 56 Revaluation Reserves 57 Reserves Opening balance 574 Free Reserves 407.120,86 88 Net Result Closing balance 2.500.000,00 3.539,05 222.474,66 Results Carried Forward Reductions 2.500.000,00 571 Legal Reserves 59 Increase 839,43 31.393,45 2.699,62 253.868,11 407.120,86 96.588,62 839,43 627.869,07 555.588,20 97.428,05 627.869,07 555.588,20 166 41 - STATEMENT OF THE COST OF THE CONSUMABLE SUPPLIES 46 - EXTRAORDINARY PROFIT-AND-LOSS ACCOUNT Costs and losses Movements Goods Consumable supplies Initial stocks 75.564,00 Purchases 87.058,78 Final stocks 0,00 Costs in the financial year 162.622,78 2009 2008 691 Donations 15.010,00 18.813,00 692 Bad debts 6.205,15 105.834,32 695 Fines and penalties 3.172,62 173,00 697 Corrections Relating to Previous Financial Years 59.547,87 843,60 698 Other Extraordinary Losses and Costs 73.497,83 67.380,74 Extraordinary Results 44 - DISTRIBUTION OF THE NET VAUE OF SALES AND THE SERVICES RENDERED AS CALCULATED IN ITEMS 71 AND 72 Income and gains Description Amount Internal market 39.004.705,66 External market 3.044.785,52 Total 42.049.491,18 Financial Years 358.074,44 21.471,41 515.507,91 214.516,07 Financial Years 2009 2008 791 Return of Taxes 794 Gains in fixed assets 795 Contractual Penalties and Benefits 797 Corrections Relating to Previous Financial Years 798 Other Extraordinary Gains and Income 6.213,62 488.776,89 4.712,01 8.048,87 12.468,53 209.804,06 515.507,91 214.516,07 45 - FINANCIAL PROFIT-AND-LOSS ACCOUNT Costs and losses 681 Interest paid 688 Other Financial Losses and Costs Financial results Financial Years 2009 261.757,82 48 - OTHER INFORMATION DEEMED RELEVANT A) Movement in Group and Associate Companies 2008 369.369,91 7.021,88 5.055,90 -101.591,63 -180.304,66 167.188,07 194.121,15 Items Receivables: Clients, c/a Income and gains 781 Interest earned 788 Other Financial Gains and Income 2009 279.495,11 Debts payable: Suppliers, c/a Shareholders Financial Years Amounts Other Creditors 815.050,01 2.964.777,30 720,00 2008 Purchase of Tangible Fixed Assets 3.478,49 41.631,15 Operating Costs 163.709,58 152.490,00 Financial Costs 37.599,42 167.188,07 194.121,15 Extraordinary Costs 10.240,68 Operating Income Financial Income Sustainability Report 2009 | ENGLISH 6.891,05 5.834.584,68 3.200.676,25 3.478,49 167 PROFIT-AND-LOSS ACCOUNT BY FUNCTION B) Total R&D effort amounts R&D INVESTMENT SUMMARY Items 2009 2008 C. Staff 416.960,48 458.886,42 General Costs 104.240,12 139.156,84 Sales and services rendered 74.299,62 997.986,80 Cost of sales and services rendered 595.500,22 1.596.030,06 Fixed Assets Total R&D Investment Volume of Sales 42.049.491,18 36.438.947,91 9.807.005,39 7.761.805,07 Items The amounts recorded for 2009 refer to R&D expenses related with the following projects: - Start of project to automatically manage Co-Packing activity; - Start of electronic auto-billing project; - Start of Supplier Portal project; - Start of Digitisation of supplier invoice project. The investment in TR&D fell compared with 2008 owing to the Warehouse of the Future project which had the highest investment in 2008. C) SIFIDE In the context of the candidature to the R&D Tax Incentives System (SIFIDE) – Statute Law no.40 enacted on August 3rd 2005, in 2007 DLS obtained tax savings of € 30 446,87 and € 188.105,69 in the financial year of 2009. However, in view of the fact that the company is included in the Special Taxation Regime of Company Groups (“RETGS”), in accordance with that referred to in Note 3, said tax saving could not be used. D) Factoring In the present financial year the company signed a factoring contract for a total of 2.,000,000 euros which details limits to its use for each client, having granted on 31-12-2009 the sum of 1,404,098 euros, in their entirety without right of recourse. The Accountant The Board Vítor José Caetano de Sousa José Luís Soares Simões - Chairman Leonel Fernando Soares Simões - Member Jorge Manuel Soares Simões - Member Sustainability Report 2009 | ENGLISH 2009 2008 42.049.491,18 36.438.947,91 -36.424.278,98 -30.420.330,68 Gross results 5.625.212,20 6.018.617,23 Other Operating Gains and Income 1.287.371,42 975.375,07 -5.483.529,90 -5.274.034,99 -647.598,78 -550.950,04 781.454,94 1.169.007,27 -261.757,82 -368.158,13 519.697,12 800.849,14 Taxes on current results 35.891,08 -172.980,05 Current results after tax 555.588,20 627.869,09 0,00 0,00 555.588,20 627.869,09 1,11 1,26 Administrative Costs Other Operating Losses and Costs Staffing Costs Financial Year Operating Results Net cost of financing Current Results Extraordinary Results Net results Results per Share The Accountant The Board Vítor José Caetano de Sousa José Luís Soares Simões - Chairman Leonel Fernando Soares Simões - Member Jorge Manuel Soares Simões - Member 168 CASH FLOW STATEMENT Direct Method Amounts stated in Euros OPERATING ACTIVITIES 2009 2008 RECEIPTS FROM CLIENTS Receipts from Clients 3.447.658,09 Receipts from Clients 48.771.968,10 3.351.224,90 52.219.626,19 45.397.135,44 48.748.360,34 PAYMENTS TO SUPPLIERS Loans to Group Companies -10.762.458,24 Payments to Other Suppliers -30.159.457,94 -11.255.979,75 -40.921.916,18 -26.806.945,64 -38.062.925,39 PAYMENTS TO STAFF Remunerations -6.394.937,80 -5.185.301,38 Advances to Suppliers -4.486,61 Other payments to Staff -23.279,35 -6.418.217,15 -13.345,54 4.879.492,86 Flow Generated by the Operations -5.203.133,53 5.482.301,42 PAYMENT/RECEIPT OF IRC Payment of IRC -176.974,85 Return of IRC -1.397,71 -176.974,85 144.658,72 143.261,01 OTHER RECEIPTS RELATING TO OPERATING ACTIVITY Receipts from Other Debtors Receipts from Other Creditors 102.877,63 223.040,63 12-185,32 13.638,53 Receipts from Other Taxes 115.062,95 9,68 236.688,84 OTHER PAYMENTS RELATING TO OPERATING ACTIVITY Payments to Other Debtors Payments to Other Creditors Settlement of VAT Settlement of Withholdings at Source Payments of TSU Payments of Other Taxes -95.613,97 -316.999,33 -1.653,52 -3.978,59 -1.382.840,43 -1.202.423,79 -666.637,32 -595.527,19 -2.306.358,42 -1.878.439,84 -13.055,01 -4.466.158,67 -8.881,38 351.422,29 Flows generated before extraordinary items -4.006.250,12 1.856.001,15 RECEIPTS RELATED WITH EXTRAORDINARY ITEMS Compensation of Claims 60.452,11 Receipts of Contractual Penalties 22.504,09 39,65 Other Extraordinary Receipts 767,27 Sustainability Report 2009 | ENGLISH 61.259,03 3.222,68 25.726,77 169 PAYMENTS RELATED WITH EXTRAORDINARY ITEMS Donations -250,00 Payments of fines and penalties -2.362,12 Other Extraordinary Payments -62.329,59 Flow Generated from Extraordinary Activity (1) FLOWS FROM OPERATING ACTIVITIES -1.080,00 -64.941,71 -6.124,77 -7.204,77 -3.682,68 18.522,00 347.739,61 1.874.523,15 INVESTMENT ACTIVITIES PAYMEMNTS RELATING TO: Tangible Fixed Assets – Group Companies -6.290,94 -1.769,50 Tangible Fixed Assets – Other Companies -1.432.742,48 -1.073.135,95 -1.439.033,42 Total Tangible Fixed Assets (2) FLOW FROM INVESTMENT ACTIVITIES -1.074.905,45 -1.439.033,42 -1.439.033,42 -1.074.905,45 -1.074.905,45 FINACNING ACTIVITIES RECEIPTS FROM: Loans Obtained from Group Companies 29.905.016,02 29.905.016,02 Total Loans Obtained Subsidies and Donations 10.225,17 Interest from loans granted 38.388,71 27.543.217,26 29.905.016,02 27.543.217,26 27.543.217,26 71.301,24 48.613,88 23.125,84 94.427,08 PAYMENTS RELATING TO: Loans Obtained from Group Companies Loans Obtained from Others Total Loans Obtained Depreciations of Leasing Contracts -27.328.445,41 -27.315.498,21 -1.047.779,24 -762.544,91 -28.376.224,65 -28.078.043,12 -1.032.726,41 -98.529,65 Interest and Similar Costs -254.190,74 -348.794,67 Dividends -559.180,64 -30.222.322,44 -207.579,06 -28.732.946,50 0,00 0,00 -7.162,71 -7.162,71 Interest on Loans Obtained (3) -268.692,54 -1.102.464,87 Variation in Cash and its Equivalents (1) + (2) + (3) FLOW FROM FINANCING ACTIVITIES -1.359.986,35 -302.847,17 Cash and its Equivalents at the Start of the Period -425.082,71 -122.235,54 -1.785.069,06 -425.082,71 Cash and its Equivalents at the End of the Period The Accountant The Board Vítor José Caetano de Sousa José Luís Soares Simões - Chairman | Leonel Fernando Soares Simões - Member | Jorge Manuel Soares Simões - Member Sustainability Report 2009 | ENGLISH 170 C| REPORT AND OPINION OF THE SINGLE AUDITOR ANNEX TO THE CASH FLOW STATEMENT 2- ITEMISATION OF THE CASH AND ITS EQUIVALENTS COMPONENTS RECONCILING THE AMOUNTS SHOWN IN THE CASH FLOW STATEMENT WITH THE ITEMS OF THE BALANCE SHEET Ernst & Young Audit & Associados - SROC, S.A. Avenida da República, 90-6° 1600-206 Lisboa, Portugal Telf: +351 217 912 000 Fax: +351 217 957 586 www.ey.com Amounts stated in Euros Description Immediately mobilisable bank deposits 2009 2008 6.648,12 44.516,85 -1.791.717,18 -469.599,56 | REPORT AND OPINION OF THE SINGLE AUDITOR Cash equivalents: Cash and its Equivalents (Overdrafts) The Accountant The Board Vítor José Caetano de Sousa José Luís Soares Simões - Chairman Leonel Fernando Soares Simões - Member Jorge Manuel Soares Simões - Member Dear Shareholders, In compliance with the legal provisions and the Company’s Articles of Association, it is incumbent on us to issue the annual report on the audit of Company Distribuição Luís Simões, S.A., regarding the financial year ended on 31 December 2009, and issue an opinion on the report, accounts and the proposal for the allocation of the profits presented by the Board of Directors. In the course of the financial year and as part of our appointed duties, we carried out, with satisfactory results and with the frequency and extent deemed most adequate, a general audit of all accounting procedures, as well as surveys of their corresponding records and other probative elements. The Board of Directors’ report explains the orientation of the Company’s policy during the financial year, as well as the policy proposal for 2010 financial year. The Balance Sheet, Income Statements, Cash Flow Statement and their respective Annexes, respecting all legal requirements, reflect the position of the accounting records at the end of the financial year and attest to the Company’s financial situation. The valuation criteria used for the preparation of accounts are those laid down in the Annex to the Balance Sheet and to the Income Statements, and Statement of Cash Flows and enable a suitable assessment of company assets. All regulatory formalities as well as those from the Articles of Association with regards to the accountability and auditing of the Company were complied, whereby we issue the following Opinion, which shall be presented to shareholders and published as required by law: Sustainability Report 2009 | ENGLISH 171 Opinion of the Single Auditor Ernst & Young Audit & Associados - SROC, S.A. Avenida da República, 90-6° 1600-206 Lisboa, Portugal Telf: +351 217 912 000 Fax: +351 217 957 586 www.ey.com Dear Shareholders, We have audited the company Distribuição Luís Simões, S.A., in accordance with article 420 of the Code of Commercial Companies and the company’s Articles of Association, the results of which lead us to opine as follows: (a) The Management Report and the Accounts for the financial year of 2009 should be approved; (b) The Board of Directors’ proposal on the allocation of the profits of the financial year should be approved. Lisbon, 25 May 2010 | REGISTERED AUDITORS’ REPORT Introduction 1. We have audited the financial statements of Distribuição Luís Simões, S.A., which comprise the Balance Sheet as at 31 December 2009 (reflecting a total of 27.480.301 Euros and total equity of 3.816.705 Euros, including a net income of 555.588 Euros) the Income Statement by Natures and By Functions and the Cash Flow Statement, for the year then ended, and the related Annex. Responsibilities The Single Auditor Ernst & Young Audit & Associados - Sroc, S.A. Independent Registered Auditors Firm (No. 178) Represented by: 2. The Board of Directors is responsible for preparing the financial statements giving a true and fair view of the Company’s financial position, the profits of its operations and cash flows, as well as for adopting appropriate accounting policies and criteria and keeping an appropriate internal control system. 3. Our responsibility is to express a professional and independent opinion based on our audit to those financial statements. Scope Paulo Jorge Luís Da Silva (Registered Auditor No. 1334) Public Company – Share Capital 1,105,000 Euros – registered on the Portuguese Board of Registered Auditors under No. 178 – Registered on CMVM (Portuguese Securities Market Commission) under No. 9011 – Tax Payer No. 505 988 283 – Registered on Lisbon Companies Registry under No. 505 988 283 – A member firm of Ernst & Young Global Limited Sustainability Report 2009 | ENGLISH 4. We conducted our audit in accordance with the Technical Standards and Guidelines of Revision/Audit of the Portuguese Board for Registered Auditors, which require the planning and performance of the audit so as to obtain reasonable assurance that the financial statements are free from material misstatements. In order to do so, the audit included: -the examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements and the assessment of the estimates based on judgements and criteria made by the Board of Directors and used in the preparation of the financial statements; - the assessment of whether the adopted accounting policies and their disclosure are appropriate to the company’s circumstances; - examination of the applicability of the principle of continuity; and - evaluation of the overall adequacy of the presentation of information in the financial statements. 172 5. The audit also included our opinion on whether the information given in the Management Report is consistent with the financial statements. 6. We believe that the audit carried out provides an acceptable basis for expressing our opinion. Opinion 7. In our opinion, the financial statements give a true and fair view, in all aspects materially relevant, of the state of DLS - Distribuição Luís Simões, S.A. affairs as at 31 December 2009, the profits of its operations and cash flows for the financial year then ended, in accordance with the accounting principles generally accepted in Portugal. Lisbon, 25 May 2010 Ernst & Young Audit & Associados - SROC, S.A. Independent Registered Auditors Firm (No. 178) Represented by: Paulo Jorge Luís Da Silva (Registered Auditor No. 1334) 173 Public Company – Share Capital 1,105,000 Euros – registered on the Portuguese Board of Registered Auditors under No. 178 – Registered on CMVM (Portuguese Securities Market Commission) under No. 9011 – Tax Payer No. 505 988 283 – Registered on Lisbon Companies Registry under No. 505 988 283 – A member firm of Ernst & Young Global Limited Sustainability Report 2009 | ENGLISH LS - Luís Simões SGPS, S.A. A| MANAGEMENT REPORT ACTIVITY DURING THE YEAR The activity of the company LS – Luís Simões, SGPS is to manage the shares of the Luís Simões Group and centralized negotiation of financing. This is then channelled to the various group companies in the form of loans granted on a short or medium and long term at a rate which reflects the average cost of debt capital. At the end of 2009, the company acquired a 51% stake in LS – Gestão Empresarial e Imobiliária, S.A., and now holds the entire share capital of that company. This operation was only possible because the three branches of the Family Holdings carried out a capital increase of approximately 13 Million Euros. ECONOMIC AND FINANCIAL ANALYSIS Taking into account its operations, the company has essentially financial costs and gains. In 2009, the net profit stood at 437 thousand Euros. The drop seen during the year was due to the decrease of financial results arising from the reduction of dividends earned. Development of Share Capital (Euros K) 42.331 24.920 27.237 The variation in the value of the company’s equity, fixed at 42,331 thousand Euros, resulted from the increase in the Capital by 12.928 million Euros, an operation that provided LS - Luis Simoes SGPS, SA with a more solid financial structure, culminating in a Financial Autonomy rating of 63% and a solvency ratio of 169%. The liabilities amounted a total of 25.066 million Euros, with Banking Liabilities up 18%, a result of heavy investments made over the past two years by the Group companies, including those arising from the new warehouse Carregado II. OUTLOOK FOR 2010 In 2010 the company intends to maintain the role of negotiating and collecting corporate financing for the Luis Simões Group, continuing to focus on reducing the cost thereof. GOVERNING BODIES Board of Directors General Meeting Panel Clara Maria Campos Monteiro Ribeiro Isabel Maria Blazquez Pereira Silva Chairman Secretary Statutory Auditor Ernst & Young Audit & Associados Rui Abel Serra Martins Acting Deputy APPLICATION OF RESULTS The company LS - Luis Simoes SGPS SA, ended the year 2009 with net profit amounting to 437,356.50 euros. Given the applicable legal and statutory provisions, we propose the following application of results: 28.975 Legal Reserves Reserves Dividends 2006 2007 2008 Chairman/CEO Voting Member Voting Member José Luís Soares Simões Leonel Fernando Soares Simões Jorge Manuel Soares Simões 2009 LS - Luís Simões SGPS, S.A. NIPC (corporate ID) n.º 503 717 789 | Share Capital: 29,578,950.00 Euros | Mat. n.º 503 717 789 CRC Loures | Moninhos 2671-951 Loures Sustainability Report 2009 | ENGLISH € 21,867.83 € 407,988.67 € 7,500.00 Moninhos, 15 February 2010 José Luís Soares Simões - Chairman Leonel Fernando Soares Simões - Voting Member Jorge Manuel Soares Simões - Voting Member 174 B| FINANCIAL STATEMENTS Amounts in Euros BALANCE 2009 Codes of accounts CEE POC Gross assets Depreciation and adjustments 2008 Net assets Net assets ASSETS III Financial investments: 1 4111 5 4113+414+ 415 II Shares in group companies Securities and other fin. applics. 42.380.226,55 42.380.226,55 26.744.971.55 64.995,00 64.995,00 64.995.00 42.445.221,55 42.445.221,55 26.809.966.55 19.262.140,00 19.262.140,00 15.865.000.00 1.779.500,00 1.779.500,00 1.500.000.00 21.041.640,00 21.041.640,00 17.365.000.00 3.111.228,00 3.111.228,00 3.661.260,46 53.351,79 53.351,79 263.224.37 459.018,75 459.018,75 257.484.83 3.623.598,54 3.623.598,54 4.182.055.66 3.359,44 3.359,44 11.918.44 3.359,44 3.359,44 11.918.44 22.291,65 22.291,65 3.090.13 262.034,56 262.034,56 58.572.62 284.326,21 284.326,21 61.662.75 67.398.145,74 67.398.145,74 48.430.603.40 Accounts receivable - medium and long term: 2 252 3 253+254 II Group Companies Associated companies Accounts receivable - short term: 2 252 3 253+254 4 24 IV Group Companies Associated companies State and other public entities Bank and cash: 12+13+14 E Bank deposits Accruals and deferrals 272 Deferred costs 276 Deferred tax assets Total depreciation Total adjustments Total Assets Sustainability Report 2009 | ENGLISH 175 BALANCE (Continued) Amounts in Euros Codes of accounts CEE 2009 POC 2008 EQUITY AND LIABILITIES A Equity I 51 Capital IV 29.578.950,00 16.650.000,00 Reserves: 1 571 Legal reserves 593.100,00 505.566,00 4 574 a 579 Other reserves 11.722.059,72 10.068.914,41 41.894.109,72 27.224.480,41 437.356,50 1.750.679,31 42.331.466,22 28.975.159,72 Subtotal VI 88 Net profit Total equity Liabilities C Debt - Medium and long term 1 Debenture loans: 2 231+12 6 252 8 251+255 C Debts to credit institutions 5.000.000,00 Group companies 3.135.000,00 Other shareholders (partners) 2.848.860,00 900.000,00 10.983.860,00 900.000,00 13.525.514,91 15.632.194,15 475.252,82 2.917.194,22 66.443,75 0,00 1.863,31 2.989,31 14.069.074,79 18.552.377,68 13.744,73 3.066,00 13.744,73 3.066,00 25.066.679,52 19.455.443,68 67.398.145,74 48.430.603,40 Payables - Short-term 1 Debenture loans: 2 231+12 6 252 Group companies 8 24 State and other public entities 8 262+263+264+ 265+267+268+211 D Debts to credit institutions Other creditors Accruals and deferrals 273 Accrued costs Total liabilities Total equity and liabilities The Chartered Accountant The Management Vitor José Caetano de Sousa José Luís Soares Simões - Chairman | Leonel Fernando Soares Simões - Voting member | Jorge Manuel Soares Simões - Voting member Sustainability Report 2009 | ENGLISH 176 INCOME STATEMENT BY NATURE Amounts in Euros Codes of accounts CEE 2009 POC A 2008 COSTS AND LOSSES 2.b) 62 Supplies and services 5 63 Taxes 5.708,32 5 65 Other operating costs and losses 7 681+685+686+687+ 688 0,00 (A) 70.446,26 25.000,00 76.154,58 114.197,84 Other 472.129,35 (C) 69 65.824,18 90.824,18 97.426,06 Interest and similar charges: Relating to group companies 10 6.601,88 70.446,26 (E) 86 Taxes on income for the year 13 88 Net profit 586.327,19 720.894,02 662.481,77 Extraordinary expenses 8+11 244.323,81 (G) 965.217,83 1.062.643,89 143.702,95 915,97 806.184,72 1.063.559,86 14.000,52 17.812,05 820.185,24 1.081.371,91 437.356,50 1.750.679,31 1.257.541,74 2.832.051,22 INCOME AND GAINS B (B) 5 7 784 Income on equity 7811+7813+7814+ 7818+785+786+ 787+788 9 79 559.180,64 1.727.192,05 643.322,36 1.015.099,52 Other interest and similar income Relating to group companies Other 55.038,64 1.257.541,64 89.759,65 2.832.051,22 (D) 1.257.541,64 0,10 0,00 (F) 1.257.541,74 2.832.051,22 Extraordinary income 2.832.051,22 Abstract: Operating results: (B)-(A) -76.154,58 -97.426,06 Financial results: (D-B)-(C-A) 671.214,45 1.866.833,39 Current results: (D)-(C) 595.059,87 1.769.407,33 Income before taxes: (F)-(E) 451.357,02 1.768.491,36 Net income: (F)-(G) 437.356,50 1.750.679,31 The Chartered Accountant Valores em Euros Vitor José Caetano de Sousa Sustainability Report 2009 | ENGLISH The Management José Luís Soares Simões - Chairman | Leonel Fernando Soares Simões - Voting member | Jorge Manuel Soares Simões - Voting member 177 APPENDIX TO THE BALANCE SHEET AND INCOME STATEMENT YEAR 2009 (Information in Euros) 0 - INTRODUCTORY NOTE 0.1. Company: LS – Luis Simões, SGPS, S.A. Headquarters: Moninhos – Loures Date of Formation: 5 August 1996 Category: Holding Company. Company ID No. (NIPC): 503 717 789 0.2. The notes mentioned refer to the individual accounts of the company. 0.3. The Financial Statements have been prepared under the historical cost method, modified by the revaluation of fixed assets and on the basis of the continuity of operations and in accordance with the fundamental accounting principles of consistency, prudence, accruals, substance over form and materiality They also respect the qualitative characteristics of relevance, reliability and comparability. 0.4. The notes that are not mentioned do not apply to the Company or do not relate to accounting facts that are materially relevant or did not occur in the year referred to in this Appendix. Since the year 2007 the company is covered by the Special Taxation System for Group Companies (“RETGS- Regime Especial de Tributação de Grupos de Sociedades”). 6 – DISCLOSURE OF THE MAIN COMPONENTS OF TAX COSTS (INCOME) The Company is subject to Corporate Income Tax (IRC - Imposto sobre os Rendimentos das Pessoas Colectivas) at the current rate of 25% plus local tax at the maximum rate of 1.5% on taxable income, amounting to an aggregate tax rate of 26. 5%. Under Article 81. of the Corporate Income Tax Code (CIRC), the Company is subject to taxation on a set of charges at the rates provided for therein. As mentioned in Note 3.3, the companies of the Group are, from the year 2007, covered by the Special Taxation System for Group Companies (“RETGS”), pursuant to Article 63 of the CIRC, led by shareholder LS - Luis Simoes SGPS SA, for which taxes determined individually are reflected in the balance of the shareholder included in the category “Group Companies”. According to current legislation, tax returns are subject to revision and correction by the tax authorities for a period of four years (ten years for Social Security until 2000, inclusive, and five years from 2001), except when there are tax losses, or inspections, claims or challenges are underway, in which cases, depending on the circumstances, the deadlines are extended or suspended. The reconciliation between the accounting income and taxable income and between the current tax and the year tax on income is as follows: 2009 3 - ACCOUNTING PRINCIPLES AND VALUATION CRITERIA USED 3.1. The financial investments are presented in accordance with the acquisition value. 3.2. Under the terms of the statutory provisions applicable to the Company, consolidated financial statements are presented that show the value of goodwill and its accounting treatment. 3.3. Deferred Taxes Deferred Taxes relate to temporary differences between the amounts of assets and liabilities for accounting purposes and the respective amounts for tax purposes. The Assets and Liabilities for Deferred Tax are calculated and evaluated using tax rates expected to be in force on the date of reversion of the temporary differences. Current Tax Profit before tax Permanent differences Taxable income 451.357,02 1.768.491,36 -415.437,69 -1.701.276,08 35.819,33 67.215,28 Tax Rate IRC 12,50% IRC 25,00% 25,00% 1,00% 1,50% 7.750,52 17.812,05 Local tax Difference effect calculation RETGS/individual (1) 6.250,00 Current Tax (I) 14.000,52 17.812,05 Deferred Tax (II) 0,00 0,00 (I) + (II) 14.000,52 17.812,05 Income tax for the year (1) Difference arising from income tax rate of 12.5% for first 12,500 euros of taxable income. Sustainability Report 2009 | ENGLISH 2008 178 The Company has applied the provisions of Accounting Guideline No. 28, relating to accounting of deferred taxes. The movements during the year in terms of deferred taxes, are as follows: Beginning Balance Year effect Ending Balance Deferred Tax Assets: SIFIDE (R&D incentive) Tax Benefit -member companies 58.572,62 203.461,94 262.034,56 58.572,62 203.461,94 262.034,56 10 - MOVEMENTS IN ITEMS OF FIXED ASSETS CONTAINED IN THE BALANCE AND RELATED DEPRECIATION AND PROVISIONS GROSS ASSETS Categories Beginning Balance Revaluation/ Adjustment Increases Disposals Transfer. and reductions Ending Balance FINANCIAL INVESTMENTS Capital shares in group companies Securities and Other Investments 26.744.971,55 15.777.815,00 142.560,00 42.380.226,55 15.777.815,00 142.560,00 42.445.221,55 64.995,00 26.809.966,55 64.995,00 Increases in “Capital shares in group companies” on 31.12.2009 are related mostly to the purchase of 51,000 shares of the company LS-Gestão Empresarial e Imobiliária, S.A. (51% of their business) for the total value of 10,674,810 euros and the purchase of 283,500 shares of the company FLS - SGPS (100% shareholding in their company) for the total amount of 5,103,000 euros. The reductions in “Capital shares in group companies” on 31.12.2009, relate entirely to the reduction of capital by incorporation of negative retained earnings from previous years, of the company Solmoninhos, Lda. 179 Sustainability Report 2009 | ENGLISH 16 - TABLE OF GROUP COMPANIES Categories Capital held Equity (excluding Net Res. 2009) Profit for the Year 2009 Transportes Luis Simões. S.A. HQ: Moninhos – Loures 100% 9.950.817,08 -1.289.716,17 D.L.S.- Distribuição Luis Simões. S.A. HQ: Moninhos – Loures 100% 3.261.116,64 555.588,20 RETA-Gestão e Locação de Frotas. SA. HQ: Moninhos – Loures 100% 2.796.430,06 190.668,81 Transportes Reunidos. Lda HQ: Moninhos – Loures 100% 1.360.850,05 -16.066,23 LUSISEG- Mediadores de Seguros. Lda. HQ: Moninhos – Loures 100% 35.873,55 81.169,87 SOCAR-Equip.de Transp.e Serv.Técnicos SA. HQ: Moninhos – Loures 100% 829.952,23 100.806,44 LS-Gestão Empresarial e Imobiliária. SA. HQ: Moninhos – Loures 100% 17.418.401,35 741.606,08 Solmoninhos. Lda. HQ: Moninhos – Loures 11,395% 912.208,55 -33.081,17 HQ: Guadalajara – Spain 100% 5.571.849,88 918.365,82 HQ: Moninhos – Loures 100% 1.417.517,01 1.204.150,30 HQ: Carregado - Alenquer 11,76% 390.425,91 86.487,46 Luis Simões Logística Integrada. S.A. F.L. Simões, SGPS, S.A. Patrimundus - Invest. Imobiliários, S.A. 37 - PARTICIPATION IN SUBSCRIBED CAPITAL FOR EACH OF THE ENTITIES IN WHICH IT HOLDS AT LEAST 20% 32 - GUARANTEES The company presented promissory notes as collateral for payment of debt to Additionally, the company presented promissory notes as collateral for payment of debts that, on 31 December 2009, amounted to 10,194,091.41 euros. 35 – SHARE CAPITAL The subscribed capital is fully paid up. Subscribed Shares Number % Participation % Leonel Simões & Filhas SGPS. S.A. 1.646.910 27,84 27,84 27,84 Varanda do Vale SGPS. S.A. 1.646.910 27,84 27,84 27,84 Mira Serra SGPS. S.A. 1.646.910 27,84 27,84 27,84 Shareholder group companies that, on 31 December 2009, amounted to 22,945,907.82 euros. Voting rights % 40 - BREAKDOWN AND SUBSTANTIATION OF THE MOVEMENTS IN THE YEAR IN EACH OF THE ITEMS OF EQUITY CAPITAL CONTAINED IN THE BALANCE 36 - NUMBER OF SHARES OF EACH CATEGORY INTO WHICH THE CAPITAL OF THE COMPANY AND ITS REGISTERED VALUE IS DIVIDED The share capital consists of 5,915,790 shares with a par value of 5.00 euros per share. Accounts 51 Capital 57 Reserves 571 Legal Reserves 574 Free Reserves 88 Sustainability Report 2009 | ENGLISH Net Profit Beginning Balance Increase 16.650.000,00 12.928.950,00 Decreases Ending Balance 29.578.950,00 505.566,00 87.534,00 593.100,00 10.068.914,41 1.653.145,31 11.722.059,72 1.750.679,31 437.356,50 1.750.679,31 437.356,50 180 45 - STATEMENT OF FINANCIAL RESULTS Years Costs and losses 2009 681 Interest Expenses 688 Other costs and financial losses Financial Results 2008 570.744,08 954.370,77 15.583,11 10.847,06 671.214,45 1.866.833,39 1.257.541,64 2.832.051,22 Years Income and gains 2009 2008 781 Interest income 698.361,00 1.104.859,17 784 Income from capital 559.180,64 1.727.192,05 1.257.541,64 2.832.051,22 48 - OTHER INFORMATION CONSIDERED RELEVANT A) a) Movement in group and associated companies: 46 - STATEMENT OF EXTRAORDINARY RESULTS Costs and losses 694 Losses on Fixed Assets 695 Fines and Penalties 698 Other extraordinary expenses Extraordinary results Income and gains 798 Other extraordinary income Categories Years 2009 Amounts Receivables: 2008 Shareholders 142.560,00 24.206.219,79 Payables: 60,00 1.082,95 915,97 Shareholders 6.459.112,82 (143.702,85) -915,97 Financial Costs 114.197,84 0,10 0,00 Financial Income 696.674,15 Years 2009 2008 The Chartered Accountant Management Vitor José Caetano de Sousa José Luís Soares Simões - Chairman Leonel Fernando Soares Simões - Voting Member Jorge Manuel Soares Simões - Voting Member 0,10 0,10 0,00 181 Sustainability Report 2009 | ENGLISH C| REPORT AND OPINION OF THE SINGLE AUDITOR AND REGISTERED AUDITORS’ REPORT Ernst & Young Audit & Associados - SROC, S.A. Avenida da República, 90-6° 1600-206 Lisboa, Portugal Telf: +351 217 912 000 Fax: +351 217 957 586 www.ey.com Opinion of the Single Auditor Dear Shareholders, We have audited the company LS – Luís Simões, S.G.P.S., S.A., the results of which lead us to opine that: (a) The Management Report and the Accounts for the financial year of 2009 should be approved; (b) The Board of Directors’ proposal on the allocation of the profits of the financial year should be approved. | REPORT AND OPINION OF THE SINGLE AUDITOR Lisbon, 26 May 2010 Dear Shareholders, In compliance with the legal provisions and the Company’s Articles of Association, it is incumbent on us to issue the annual report on the audit of Company LS – Luís Simões, S.G.P.S., S.A., regarding the financial year ended on 31 December 2009, and issue an opinion on the report, accounts and the proposal for the allocation of the profits presented by the Board of Directors. The Single Auditor Ernst & Young Audit & Associados - Sroc, S.A. Independent Registered Auditor’s Firm (No. 178) Represented by: In the course of the financial year and as part of our appointed duties, we carried out, with satisfactory results and with the frequency and extent deemed most adequate, a general audit of all accounting procedures, as well as surveys of their corresponding records and other probative elements. The Board of Directors’ report explains the orientation of the Company’s policy during the financial year, as well as the policy proposal for 2010 financial year. The Balance Sheet, Income Statements by Nature and respective Annex, respecting all legal requirements, reflect the position of the accounting records at the end of the financial year and attest to the Company’s financial situation. Paulo Jorge Luís Da Silva (Registered Auditor No. 1334) The valuation criteria used for the preparation of accounts are those laid down in the Annex to the Balance Sheet and to the Income Statements by Nature, and lead to a suitable assessment of company assets All regulatory formalities as well as those from the Articles of Association with regards to the accountability and auditing of the Company were complied, whereby we issue the following Opinion, which shall be presented to shareholders and published as required by law: Sustainability Report 2009 | ENGLISH 182 Public Company – Share Capital 1,105,000 Euros – registered on the Portuguese Board of Registered Auditors under No. 178 – Registered on CMVM (Portuguese Securities Market Commission) under No. 9011 – Tax Payer No. 505 988 283 – Registered on Lisbon Companies Registry under No. 505 988 283 – A member firm of Ernst & Young Global Limited Ernst & Young Audit & Associados - SROC, S.A. Avenida da República, 90-6° 1600-206 Lisboa, Portugal Telf: +351 217 912 000 Fax: +351 217 957 586 www.ey.com | REGISTERED AUDITORS’ REPORT Introduction 1. We have audited the financial statements of LS – Luís Simões, S.G.P.S., S.A., which comprise the Balance Sheet as at 31 December 2009 (reflecting a total of 67.398.146 Euros and total equity of 42.331.466 Euros, including a net income of 437.357 Euros) the Income Statement by Natures for the year then ended, and the related Annex. Responsibilities 2. The Board of Directors is responsible for preparing the financial statements giving a true and fair view of the Company’s financial position and the profits of its operations, as well as for adopting appropriate accounting policies and criteria and keeping an appropriate internal control system. 3. Our responsibility is to express a professional and independent opinion based on our audit to those financial statements. 5. The audit also included our opinion on whether the information given in the Management Report is consistent with the financial statements. 6. We believe that the audit carried out provides an acceptable basis for expressing our opinion. Opinion 7. In our opinion, the financial statements give a true and fair view, in all aspects materially relevant, of the state of LS – Luís Simões, S.G.P.S., S.A. affairs as at 31 December 2009, the profits of its operations for the financial year then ended, in accordance with the accounting principles generally accepted in Portugal. Lisbon, 26 May 2010 Ernst & Young Audit & Associados - SROC, S.A. Independent Registered Auditors Firm (No. 178) Represented by: Scope 4. We conducted our audit in accordance with the Technical Standards and Guidelines of Revision/Audit of the Portuguese Board for Registered Auditors, which require the planning and performance of the audit so as to obtain reasonable assurance that the financial statements are free from material misstatements. In order to do so, the audit included: - the examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements and the assessment of the estimates based on judgements and criteria made by the Board of Directors and used in the preparation of the financial statements; - the assessment of whether the adopted accounting policies and their disclosure are appropriate to the company’s circumstances; - examination of the applicability of the principle of continuity; and - evaluation of the overall adequacy of the presentation of information in the financial statements. Paulo Jorge Luís Da Silva (Registered Auditor No. 1334) 183 Public Company – Share Capital 1,105,000 Euros – registered on the Portuguese Board of Registered Auditors under No. 178 – Registered on CMVM (Portuguese Securities Market Commission) under No. 9011 – Tax Payer No. 505 988 283 – Registered on Lisbon Companies Registry under No. 505 988 283 – A member firm of Ernst & Young Global Limited Sustainability Report 2009 | ENGLISH RETA - Locação e Gestão de Frotas, S.A. A| MANAGEMENT REPORT ACTIVITY IN THE FINANCIAL YEAR RETA exercises “Rent-a-Cargo” activity, in other words, the rental heavy vehicles without a driver. It specialised in the leasing of Semi-Trailers, providing diversified equipment and flexible contractual formulas in line with the specific needs of clients and is a leader on the national market. ECONOMIC AND FINANCIAL ANALYSIS 2009 was characterised by a difficult financial and economic trade cycle with unfavourable effects in the Haulage and Logistical Sector, a segment where the main clients of Reta act. Despite this, the company recorded growth in its Sales of 9%, highlighting the contribution made by rentals to the market with growth of 16%, thereby minimizing the fall which occurred in the sale of used vehicles, brought about by the general contraction in investment. Evolution in Sales (Thousands Euros) In complementary terms, it commercialises the sale of used Semi-Trailers at the end of the rental operating cycle, thereby seeking to gain a return on its assets. 4.635 4.012 5.572 5.135 Despite the difficulties experienced, the result of the financial crisis which has faced the transporting and logistical sector, its main clients, there was a growth in rental sales, thereby minimising the effects deriving from the difficulty in selling vehicles. The most relevant factors for the year under analysis were as follows: ▪ Internal reorganisation and adaptation of the company to the new, difficult challenges brought about by the unfavourable trade climate mentioned above, as a way of recovering results in the immediate terms and consolidating results in 2010; ▪ Development of approach and monitoring skills vis-à-vis “Key Clients” based on negotiation and sales techniques to these clients; ▪ Renewal of Certification in the Quality Management System (standard NP EN ISO 9001: 2008), in the context of the sale of rental and the obtaining of the same certification for the sale of semi-trailers; ▪ Focus on the control of the vehicle occupancy rate, combined with investment and disinvestment policies, aimed at segments of greater added value and in expansion; ▪ Training and qualification as a way of continuing to enhance Human Resources, consequently increasing productivity and the service level offered; ▪ Strict control of the credit granted. RETA - Locação e Gestão de Frotas, S.A. NIPC (corporate ID) n.º 502 611 308 | Share Capital: 750,000.00 Euros | Mat. n.º 502 611 308 CRC Loures | Moninhos 2671-951 Loures Sustainability Report 2009 | ENGLISH 2006 2007 2008 2009 The performance of Results in recent years express the high control of some costs items, to wit fixed fleet costs which, in conjunction with an effective commercial policy, have conferred a good company performance, allowing 41% growth in its EBITDA. Evolution in EBITDA (Thousands Euros) 3.000 2.978 2.500 2.155 2.000 1.500 2.107 2.000 1.000 500 184 0 2006 2007 2008 2009 The Net Result stood at 191 000 Euros to which the performance of Extraordinary Results contributed for the sum of 984 000 Euros mainly relating to the disposal of vehicles. Investment, essentially in Semi-Trailers, stood at 3 823 000 Euros, having the objective of maintaining the low average age of the fleet. Reta has a balanced financial situation with a Financial Autonomy Ratio of 23% a Solvency Ratio of 30%. In addition to the financial stability there was Cash Flow of 3 974 000 Euros. Evolution in Cash flow and Investment (Thousands Euros) 6.273 6.153 3.036 2006 2007 Legal Reserves Results Carried Forward 9.533,44 181.135,37 Moninhos: February 15th 2010 Legend Investment 4.810 3.611 DISTRIBUTION OF RESULTS RETA – Locação e Gestão de Frotas, S.A. closed the financial year of 2009 with Net Results of 190,668.81 Euros. In view of the legal and statutory provisions applicable, the following distribution of results is proposed: 3.777 3.823 3.974 Cash Flow 2009 2008 Jorge Manuel Soares Simões Chairman Leonel Fernando Soares Simões Member José Luís Soares Simões Member PROSPECTS FOR 2010 Against a backdrop of economic contraction and uncertainty, adverse to investments, the rental of vehicles has become a competitive advantage for transport and logistics operators. It is a flexible operation, enabling companies to release their financial resources to other investment areas. On the other hand, the strategies defined in terms of partnerships with Key Clients and investment/disinvestment selectivity, as well as the constant concern with the development of solutions suited to the expectations of the market for the rental and sale of semi-trailers, suggest a positive performance for 2010, positioning the company on a more comfortable level. GOVERNING BODIES The Board of Directors Chairman / Managing Director Member Member Leonel Fernando Soares Simões José Luís Soares Simões Jorge Manuel Soares Simões General Meeting Board Clara Maria Campos Monteiro Ribeiro Isabel Maria Blazquez Pereira Silva Chairman Secretary Statutory Auditor Ernst & Young Audit & Associados Rui Abel Serra Martins Permanent Member Alternate Sustainability Report 2009 | ENGLISH 185 B| FINANCIAL STATEMENTS Amounts stated in Euros BALANCE SHEET 2009 Accounts Codes POC (Chart of Accounts) CEE Gross Assets 2008 Deprec. And Adjustments Net Assets Net Assets Assets C Fixed Assets II Tangible Fixed Assets: 2 423 Basic Equipment 18.048.253,75 7.268.773,52 10.779.480,23 3 425 Tools and Utensils 1.541,84 1.541,84 0,00 0,00 3 426 Administrative Equipment 6.572,94 3.845,50 2.727,44 4.499,19 4 441/6 Fixed Assets in Progress 5.000,00 0,00 5.000,00 116.517,00 18.061.368,53 7.274.160,86 10.787.207,67 11.683.337,67 997,60 997,60 III 11.562.321,48 Financial Investments: 5 4113+414+415 D Securities and Other Financial Applications 997,60 997,60 0,00 997,60 997,60 958.761,24 958.761,24 0,00 0,00 958.761,24 958.761,24 0,00 0,00 1.005.035,20 1.005.035,20 906.664,97 39.792,69 Circulating Capital II Debts owed by Third Parties - medium and long-term: 1 218 II Bad Debt Clients Debts owed by Third Parties - Short Term: 1 211 Clients, c/a 2 252 Group Companies 55.183,36 55.183,36 4 24 State and Other Public Bodies 81.568,53 81.568,53 0,00 4 262+266+ 334.705,82 334.705,82 404.711,52 1.476.492,91 1.351.169,18 50.589,51 50.589,51 118,88 50.589,51 50.589,51 118,88 Other Debtors 267+221 1.476.492,91 0,00 Bank Deposits and Cash: 12+13+14 Bank Deposits E Accruals and Deferrals: 271 Income Accruals 272 Deferred Costs 276 Deferred Tax Assets 1.296,13 1.296,13 125,00 23.692,18 23.692,18 11.462,90 578.924,24 578.924,24 396.281,07 603.912,55 603.912,55 407.868,97 Total Depreciations 7.274.160,86 Total Adjustments 958.761,24 Total Assets Sustainability Report 2009 | ENGLISH 21.152.122,34 8.232.922,10 186 12.919.200,24 13.443.492,30 BALANCE SHEET (Ctd.) Amounts stated in Euros Accounts Codes CEE 2009 POC (Chart of Accounts) 2008 Equity and Liabilities A Equity I 51 Capital IV 750.000,00 750.000,00 Reserves: 1 571 Legal Reserves 163.722,92 148.580,85 4 574 a 579 Other Reserves 1.543.958,58 1.543.958,58 V 59 VI Results Carried Forward 88 338.748,56 51.049,15 Subtotal 2.796.430,06 2.493.588,58 190.668,81 302.841,48 Total Equity 2.987.098,87 2.796.430,06 4.000.000,00 2.500.000,00 Net Result for the Financial Year Liabilities C Debts owed to Third Parties - medium and long-term 6 252 Group Companies 8 2611 Suppliers of Fixed Assets, c/a C 445.605,19 2.727.613,80 4.445.605,19 5.227.613,80 Debts to Credit Institutions 469.142,53 1.260.876,64 192.304,71 151.617,69 762,00 574,75 Debts to Third Parties - Short Term 2 231+12 4 221 Suppliers, c/a 4 228 Suppliers - Invoices being Received and Conferred 6 252 Group Companies 1.564.834,96 1.186.569,52 8 2611 Suppliers of Fixed Assets, c/a 3.080.559,92 2.615.067,34 8 24 State and Other Public Bodies 75.149,69 50.152,41 8 262+263+264+265+ Other Creditors 12.805,31 18.694,23 5.395.559,12 5.283.552,58 267+268+211 D Accruals and Deferrals 273 Cost Accruals 41.005,11 81.365,24 274 Deferred Income 49.931,95 54.530,62 276 Deferred Tax Liabilities 0,00 0,00 90.937,06 135.895,86 Total Liabilities 9.932.101,37 10.647.062,24 Total Equity and Liabilities 12.919.200,24 13.443.492,30 The Accountant The Board Cesaltina Maria Soares Gonçalves Jorge Manuel Soares Simões - Chairman | Leonel Fernando Soares Simõe - Member | José Luís Soares Simões - Member Sustainability Report 2009 | ENGLISH 187 PROFIT-AND-LOSS ACCOUNT BY NATURE Amounts stated in Euros Accounts Codes CEE 2009 POC (Chart of Accounts) 2008 Costs and losses A 2.a) 61 Cost of consumable supplies: Goods 2.b) 62 3 3.a) 107.808,52 External Services and Supplies 641+642 2.376.862,78 Remunerations 196.984,14 Others 93.569,39 4.a) 662+663 Deprecs. of Tangible and Intangible Fixed Assets 4.b) 666+667 Adjustments 5 63 Taxes 5 65 Other Operating Losses and Costs 165.866,93 681+685+686+ 687+688 69 20.797,61 204.341,62 3.293.550,04 3.783.234,99 180.138,22 3.473.688,26 3.497,69 29.068,34 21.076,82 24.574,51 6.535.017,41 Interest and Similar Costs: Relating to Group Companies 125.834,96 Others 110.425,23 Extraordinary Losses and Costs Income Tax for the Financial Year (G) 88 58.608,57 6.587.528,16 (E) 86 290.553,53 8.270,73 (C) 13 2.370.961,48 145.733,05 3.617.368,06 (A) 8+11 461.451,54 Social Charges: 645/8 10 461.451,54 Staffing Costs 3.b) 7 107.808,52 Net Result for the Financial Year 133.569,52 236.260,19 328.240,37 461.809,89 6.823.788,35 6.996.827,30 25.884,32 15.522,07 6.849.672,67 7.012.349,37 -241.728,45 -370.086,99 6.607.944,22 6.642.262,38 190.668,81 302.841,48 6.798.613,03 6.945.103,86 Income and gains B 71 Sales: Goods 1 72 Services Rendered Sustainability Report 2009 | ENGLISH 154.970,71 5.416.984,79 188 468.542,75 5.571.955,50 4.665.978,31 5.134.521,06 4 73 Supplementary Income 96.098,13 4 74 Operating Subsidies 4 76 Other operating Gains and Income 81.351,50 4 77 Reversals of Depreciations and adjustments 29.242,18 3.243,80 (B) 7 7811+7813+7814+7818 +785+786+787+788 17.627,09 341,78 209.935,61 15.722,82 5.781.891,11 33.691,69 5.168.212,75 Other Interest and Similar Income Others 6.596,48 (D) 6.596,48 2.776,75 2.776,75 5.788.487,59 5.170.989,50 1.010.125,44 1.774.114,36 6.798.613,03 6.945.103,86 Operating Results: (B)-(A) -805.637,05 -1.366.804,66 Financial results: (D-B)-(C-A) -229.663,71 -459.033,14 -1.035.300,76 -1.825.837,80 Pre-tax Results: (F)-(E) -51.059,64 -67.245,51 Net Result for the Financial Year: (F)-(G) 190.668,81 302.841,48 9 Extraordinary Gains and Income (F) Summary. Current Results: (D)-(C) The Accountant The Board Cesaltina Maria Soares Gonçalves Jorge Manuel Soares Simões - Chairman | Leonel Fernando Soares Simõe - Member | José Luís Soares Simões - Member 189 Sustainability Report 2009 | ENGLISH ANNEX TO THE BALANCE SHEET AND THE PROFIT-AND-LOSS ACCOUNT Financial Year of 2009 (Information stated in Euros) 0 - INTRODUCTORY NOTE 0.1. Company: RETA – Locação e Gestão de Frotas, S.A Registered Offices: Moninhos – Loures Date of Incorporation: August 26th 1991 Activity: Hire of vehicle with and without a driver NIPC (corporation tax code):502 611 308 The company belongs to the Luís Simões Group, its parent company being LS – Luís Simões SGPS, SA, just like the other group companies. 0.2. The Financial Statements were drawn up in accordance with the historic costs agreement, modified by the revaluation of tangible fixed assets and on an ongoing concern basis and in accordance with the basic accounting principles of consistency, prudence, accruals basis, substance over form and materiality. The same also relate to qualitative characteristics of relevance, reliability and comparability. 0.3. Those notes not mentioned do not apply to the Company or do not relate to materially relevant accounting events or did not occur in the financial year to which this annex relates. 3 - ACCOUNTING PRINCIPLES AND VALUATIION CRITERIA USED 3.1. Fixed Assets 3.1.1. Tangible Fixed Assets Tangible Fixed Assets are recorded in the balance sheet at the cost of acquisition, with the exception of assets revalued under the terms of the legislation published to this end. Depreciations are calculated in accordance with the straight-line method according to the laws in force. 3.1.2. Financial Investments The Financial Investments are shown on the balance sheet at the cost of acquisition. 3.2. Adjustments for Bad Debt Clients The value of the Adjustments corresponds to the risk of collection of the respective debts. Sustainability Report 2009 | ENGLISH 3.3. Deferred taxes Deferred Taxes relate to the temporary differences between the amounts of the assets and liabilities for the purposes of accounting reporting and the respective amounts for the purposes of taxation. Deferred Tax Assets and Liabilities are calculated and valued using the taxation rates which are expected to be in force on the date of reversal of temporary differences. Since the financial year of 2007 the company has been included in the Special Taxation Regime of Company Groups (“RETGS”) led by the shareholder LS – Luís Simões, SGPS, S.A. 6 – DISSEMINATION OF THE MAIN COSTS (INCOME) COMPONENTS REGARDING TAXES The Company is subject to Corporation Tax (IRC) at the current rate of 25%, plus a maximum municipal surcharge of 1.5%, on taxable profit, attaining a total rate of 26.5%. Under the terms of article 81 of the CIRC, the Company is subject to autonomous taxation on a series of charges at the rates foreseen therein. As mention in Note 3.3., since the financial year of 2007 the Group companies have been included in the Special Taxation Regime for Company Groups (“RETGS”) under the terms of article 63 and the following articles of CIRC, led by the shareholder LS – Luís Simões, SGPS, S.A., meaning that the taxes calculated individually are reflected in the shareholder amount included in the item “Group Companies”. In accordance with the legislation in force, the tax returns are subject to revision and correction by the tax authorities during a period of four years (ten years for Social security until 200, inclusive, and five years as from 2001), unless there should be tax losses, or inspections, complaints or challenges are in progress, in which cases, depending on the circumstances, the timeframes are prolonged or suspended. The reconciliation between the accounting result and the taxable result and 190 between the current tax and the tax for the financial year on income is as follows: 2009 2008 Description Opening balance Effect of the Financial Year Closing balance Deferred Tax Assets: Current tax Pre-tax result -51.059,64 -67.245,51 Temporary differences -93.982,48 50.311,15 Permanent differences -934.400,96 -1.408.401,51 -1.079.443,08 -1.425.335,87 Tax losses (temporary difference) 845.801,78 1.267.847,38 Tax losses (temporary difference) - RETGS 233.641,30 157.488,49 0,00 0,00 IRC (corporation tax) 25,00% 25,00% Municipal Surcharge 1,50% 1,50% 0,00 0,00 3.226,97 1.941,76 3.266,97 1.941,76 -186.545,09 -330.294,30 -58.410,33 -41.734,45 (II) -244.955,42 -372.028,75 (I) + (II) -241.728,45 -370.086,99 Taxable result Rate of tax Autonomous taxations Current Tax The movements occurring in the financial year as a result of the adoption of this new law as regards their nature and impact, are as follows: (I) Tax losses Adjustments and Provisions 340.636,84 207.548,52 548.185,36 55.644,23 -24.905,35 30.738,88 396.281,07 182.643,17 578.924,24 7 - MEAN NUMBER OF PEOPLE IN THE PAY OF THE COMPANY Employees.. ............................................................................... 9 Deferred tax Use in the financial year Use in the financial year RETGS Deferred tax Income Tax for the Financial Year The Company applied the provisions of Accounting Guideline no. 28 relating to the posting of Deferred Taxes. Sustainability Report 2009 | ENGLISH 191 10 - MOVEMENTS OCCCURING IN THE ITEMS OF THE FIXED ASSETS INCLUDED ON THE BALANCE SHEET AND IN THE RESPECTIVE DEPRECIATIONS AND PROVISIONS GROSS ASSETS Items Opening balance Increases Disposals Transfers and write-offs Closing balance TANGIBLE FIXED ASSETS Basic Equipment 17.279.505,29 3.817.740,99 3.145.796,53 96.804,00 18.048.253,75 Tools and Utensils 1.541,84 0,00 0,00 0,00 1.541,84 Administrative Equipment 6.572,94 0,00 0,00 0,00 6.572,94 0,00 0,00 0,00 0,00 0,00 116.517,00 5.000,00 0,00 -116.517,00 5.000,00 17.404.137,07 3.822.740,99 3.145.796,53 -19.713,00 18.061.368,53 997,60 0,00 0,00 0,00 997,60 997,60 0,00 0,00 0,00 997,60 Other Tangible Fixed Assets Fixed Assets in Progress FINANCIAL INVESTMENTS Securities and Other Financial Applications DEPRECIATIONS AND PROVISIONS Items Opening balance Increase Adjust. Closing balance TANGIBLE FIXED ASSETS Basic Equipment 5.717.183,81 3.615.596,32 -2.064.006,61 7.268.773,52 Tools and Utensils 1.541,84 0,00 0,00 1.541,84 Administrative Equipment 2.073,75 1.771,74 0,00 3.845,50 0,00 0,00 0,00 0,00 5.720.799,40 3.617.368,06 -2.064.006,61 7.274.160,86 Other Tangible Fixed Assets 14 - OTHER INFORMATION RELATING TO FIXED ASSETS All Fixed Assets are allocated to company activity. 15 - INDICATION OF THE ASSETS USED ON A LEASING BASIS, MENTIONING THE RESPECTIVE BOOK VALUES Description Basic Equipment Net Fixed Assets Value of debt 3.517.690,75 2.625.905,79 Short-term 2.180.300,79 Medium and long-term 445.605,19 Sustainability Report 2009 | ENGLISH Debt at over one year is staggered as follows over time: Years 2011 Value of debt 445.605,19 192 16 - TABLE REGARDING THE CONTROLLING AND AFFILIATE GROUP COMPANIES The Financial Statements of this company are included in the Consolidated Financial Statements of the following company: Business name: LS – Luís Simões, SGPS, S.A. Registered Offices: Moninhos – Loures NIPC (corporation tax code): 503 717 789 37 - STAKE IN THE SUBSCRIBED CAPITAL OF EACH OF THE CORPORATE BODIES HOLDING AT LEAST 20% THEREIN Shareholder LS – Luís Simões, SGPS, S.A. Shares Subscribed Número % Stake in Capital % Voting Rights % 150.000 100 100 100 21 - MOVEMENTS OCCURRING IN CIRCULATING ASSETS ITEMS ADJUSTMENTS Items Opening balance Increase Reversal Closing balance 40 - CLARIFICATION AND JUSTIFICATION OF THE MOVEMENTS OCCURRING IN THE FINANCIAL YEAR IN EACH OF THE EQUITY ITEMS INCLUDED ON THE BALANCE SHEET Items Debts owed by Third Parties: Bad Debt Clients 822.136,49 165.866,93 29.242,18 958.761,24 51 Capital 822.136,49 165.866,93 29.242,18 958.761,24 57 Reserves 571 Legal Reserves 23 - TOTAL VALUE OF BAD DEBTS IN EACH OF THE ITEMS OF DEBTS OWED BY THIRD PARTIES INCLUDED ON THE BALANCE SHEET Bad debt clients................................................................958.761,24 32 - GUARANTEES PROVIDED The company submitted promissory notes to third parties as the guarantee of payment of debts which as at December 31st 2009 stood at 784,320.34 euros. 574 Free Reserves 59 Results Carried Forward 88 Net Result for the Financial Year 36 - NUMBER OF SHARES OF EACH CATEGORY INTO WHICH THE CAPITAL OF THE COMPANY IS DIVIDED AND ITS NOMINAL VALUE The Share Capital is made up of 150,000 shares, with a nominal value of 5.00 Euros per share. Sustainability Report 2009 | ENGLISH Increase Reductions Closing balance 750.000,00 0,00 0,00 750.000,00 148.580,85 15.142,07 0,00 163.722,92 1.543.958,58 0,00 0,00 1.543.958,58 51.049,15 287.699,41 0,00 338.748,56 302.841,48 190.668,81 302.841,48 190.668,81 44 - DISTRIBUTION OF THE NET VAUE OF SALES AND THE SERVICES RENDERED AS CALCULATED IN ITEMS 71 AND 72 Description 35 – SHARE CAPITAL The subscribed Capital has been fully paid up. Opening balance Amount Internal market 5.536.083,44 External market 35.872,06 Total 5.571.955,50 193 45 - FINANCIAL PROFIT-AND-LOSS ACCOUNT 48 - OTHER INFORMATION DEEMED RELEVANT A) Movement with Group and Associate Companies Financial Years Costs and losses 2009 681 Interest paid 688 Other Financial Losses and Costs Financial results Items 2008 234.905,33 458.795,59 1.354,86 3.014,30 -229.663,71 -459.033,14 6.596,48 2.776,75 Amounts Receivables: Clients, c/a 189.169,09 Group Companies 55.183,36 Debts payable: Suppliers, c/a 129.813,65 Group Companies Other Creditors Financial Years Income and gains 2009 5.564.834,96 2008 781 Interest earned 3.655,40 589,60 788 Reversals and other financial income and gains 2.941,08 2.187,15 6.596,48 2.776,75 168,00 Purchase of Tangible Fixed Assets 1.208.148,09 Operating Costs 1.812.540,79 Financial Costs 125.834,96 Extraordinary Costs 30.248,20 Operating Income 1.912.323,02 The Accountant Cesaltina Maria Soares Gonçalves 46 - EXTRAORDINARY PROFIT-AND-LOSS ACCOUNT 2009 692 Bad debts 11.130,18 Items 2008 5.549,84 Sales and services rendered 694 Losses in fixed assets 4.774,02 3.448,42 Cost of sales and services rendered 695 Fines and penalties 4.410,53 1.150,29 Gross results 698 OOther Extraordinary Losses and Costs Extraordinary Results 5.569,59 5.373,52 984.241,12 1.758.592,29 1.010.125,44 1.774.114,36 Other operating Gains and Income Financial Years 2009 794 Gains in fixed assets 797 Corrections Relating to Previous Financial Years 798 Other extraordinary Gains and Income 2008 982.734,19 1.755.194,67 5.053,90 5.200,00 22.337,35 13.719,69 1.010.125,44 1.774.114,36 2009 2008 5.571.955,50 5.134.521,06 -5.537.186,31 -5.580.334,95 34.769,19 -445.813,89 1.226.657,53 1.810.582,80 -848.918,09 -749.459,52 Other Operating Losses and Costs -228.662,94 -223.759,31 183.845,69 391.550,08 -234.905,33 -458.795,59 Net cost of financing Current results -51.059,64 -67.245,51 Tax on current results 241.728,45 370.086,99 Current results after tax 190.668,81 302.841,48 Net results 190.668,81 302.841,48 1,27 2,02 Results per Share The Accountant Cesaltina Maria Soares Gonçalves Sustainability Report 2009 | ENGLISH Financial Years Administrative Costs Operating Results Income and gains Jorge Manuel Soares Simões - Chairman Leonel Fernando Soares Simões - Member José Luís Soares Simões - Member PROFIT-AND-LOSS ACCOUNT BY FUNCTION Financial Years Costs and losses The Board The Board Jorge Manuel Soares Simões - Chairman Leonel Fernando Soares Simões - Member José Luís Soares Simões - Member 194 CASH FLOW STATEMENT Direct method Amounts stated in Euros OPERATING ACTIVITIES 2009 2008 RECEIPTS FROM CLIENTS Receipts from Clients 2.737.923,85 Receipts from Clients 4.316.371,74 2.367.782,65 7.054.295,59 4.459.077,38 6.826.860,03 PAYMENTS TO SUPPLIERS Loans to Group Companies -3.029.758,89 Payments to Other Suppliers -571.247,48 -2.968.422,86 -3.601.006,37 -637.339,84 -3.605.762,70 PAYMENTS TO STAFF Remunerations Advances to Suppliers Other payments to Staff -259.953,83 -167.388,80 -407,99 -3.647,47 -4.535,27 Flow Generated by the Operations -264.537,09 -1.206,00 3.188.752,13 -172.242,27 3.048.855,06 PAYMENT/RECEIPT OF IRC Payment of IRC 0,00 Return of IRC 41.332,29 171.965,42 41.332,29 0,00 171.965,42 OTHER RECEIPTS RELATING TO OPERATING ACTIVITY Receipts from Other Debtors Receipts from Other Creditors Receipts from Other Taxes 71.590,03 64.760,64 58,27 212,22 1,00 71.649,30 3.580,09 68.552,95 OTHER PAYMENTS RELATING TO OPERATING ACTIVITY Payments to Other Debtors Payments to Other Creditors Settlement of VAT -59.743,61 -138.016,62 -468.024,89 -383.798,24 -60.909,22 -229.256,45 Settlement of Withholdings at Source -22.635,12 -26.156,53 Payments of TSU -56.186,73 -46.528,73 Payments of Other Taxes -5.166,25 Flow Generated Before Extraordinary Items -672.665,82 -3.050,31 2.629.067,90 -826.806,88 2.462.566,55 RECEIPTS RELATED WITH EXTRAORDINARY ITEMS Compensation of Claims 54.243,70 Other Extraordinary Receipts 52,70 95.173,57 54.296,40 3,71 95.177,28 PAYMENTS RELATED WITH EXTRAORDINARY ITEMS Payments of fines and penalties -2.856,00 Other Extraordinary Payments -5,00 Sustainability Report 2009 | ENGLISH 0,00 -2.861,00 -1.088,16 -1.088,16 195 Flow Generated from Extraordinary Activity (1) FLOWS FROM OPERATING ACTIVITIES 51.435,40 94.089,12 2.680.503,30 2.556.655,67 INVESTMENT ACTIVITIES RECEIPTS FROM: Tangible Fixed Assets 2.475.801,65 Interest and Similar Income 0,00 4.128.053,00 2.148.086,38 42,42 4.128.095,42 PAYMENTS RELATING TO: Tangible Fixed Assets – group companies -920.277,66 -360.211,18 Tangible Fixed Assets - Other Companies -2.124.634,88 -4.426.126,54 -3.044.912,54 Total Tangible Fixed Assets (2) FLOWS FROM INVESTMENT ACTIVITIES -3.044.912,54 -4.786.337,72 -569.110,89 -4.786.337,72 -658.242,30 FINANCING ACTIVITIES RECEIPTS FROM: Loans obtained from Group Companies 3.296.000,00 Total Loans Obtained Subsidies and donations 4.024.000,00 3.296.000,00 3.296.000,00 3.243,80 3.243,80 4.024.000,00 4.024.000,00 PAYMENTS RELATING TO: Loans obtained from Group Companies Total Loans Obtained Repayments of Leasing Contracts -1.410.000,00 -2.439.000,00 -1.410.000,00 -2.439.000,00 -2.913.276,21 Interest and Similar Costs -111.585,74 Interest from Loans Obtained -133.569,52 Dividends (3) 0,00 FLOW FROM FINANCING ACTIVITIES -3.813.919,00 -4.434.861,95 -441.029,52 -6.693.948,52 0,00 -133.569,52 -285.945,10 -285.945,10 -1.269.187,67 -2.955.893,62 Variation in Cash and its Equivalents (1) + (2) + (3) 842.204,74 -1.057.480,25 Cash and its Equivalents at the Start of the Period -1.260.277,51 -203.277,51 -418.553,02 -1.260.757,76 Cash and its Equivalents at the End of the Period The Accountant The Board Cesaltina Maria Soares Gonçalves Jorge Manuel Soares Simões - Chairman | Leonel Fernando Soares Simõe - Member | José Luís Soares Simões - Member 196 Sustainability Report 2009 | ENGLISH ANNEX TO THE CASH FLOW STATEMENT 2- ITEMISATION OF THE CASH AND ITS EQUIVALENTS COMPONENTS RECONCILING THE AMOUNTS SHOWN IN THE CASH FLOW STATEMENT WITH THE ITEMS OF THE BALANCE SHEET C| REPORT AND OPINION OF THE SINGLE AUDITOR AND REGISTERED AUDITORS’ REPORT Ernst & Young Audit & Associados - SROC, S.A. Avenida da República, 90-6° 1600-206 Lisboa, Portugal Telf: +351 217 912 000 Fax: +351 217 957 586 www.ey.com Amounts stated in Euros Description Immediately mobilisable bank deposits 2009 2008 50.589,51 118,88 -469.142,53 -1.260.876,64 | REPORT AND OPINION OF THE SINGLE AUDITOR Cash equivalents: Cash and its Equivalents (Overdrafts) The Accountant The Board Cesaltina Maria Soares Gonçalves Jorge Manuel Soares Simões - Chairman Leonel Fernando Soares Simões - Member José Luís Soares Simões - Member Dear Shareholders, In compliance with the legal provisions and the Articles of Association of the Company, it is incumbent on us to issue the annual report on the audit of the Company RETA – Locação e Gestão de Frotas, S.A., regarding the financial year ended on 31 December 2009, and issue an Opinion on the report, accounts and the proposal for the allocation of the profits presented by the Board of Directors. In the course of the financial year and as part of our appointed duties, we carried out, with satisfactory results and with the frequency and extent deemed most adequate, a general audit of all accounting procedures, as well as surveys of their corresponding records and other probative elements. The Board of Directors’ report explains the orientation of the Company’s policy during the financial year, as well as the policy proposal for 2010 financial year. The Balance Sheet, Income Statements, Cash Flow Statement and their respective Annexes, respecting all legal requirements, reflect the position of the accounting records at the end of the financial year and attest to the Company’s financial situation. The valuation criteria used for the preparation of accounts are laid down in the Annex to the Balance Sheet and to the Income Statementsand the Statement of Cash Flows, and lead to a suitable assessment of company assets All regulatory formalities as well as those from the Articles of Association with regards to the accountability and auditing of the Company were complied, whereby we issue the following Opinion, which shall be presented to shareholders and published as required by law: Sustainability Report 2009 | ENGLISH 197 Opinion of the Single Auditor Ernst & Young Audit & Associados - SROC, S.A. Avenida da República, 90-6° 1600-206 Lisboa, Portugal Telf: +351 217 912 000 Fax: +351 217 957 586 www.ey.com Dear Shareholders, We have audited the company RETA – Locação e Gestão de Frotas, S.A., in accordance with article 420 of the Code of Commercial Companies and the company’s Articles of Association, the results of which lead us to opine as follows: (a) The Management Report and the Accounts for the financial year of 2009 should be approved; (b) The Board of Directors’ proposal on the allocation of the profits of the financial year should be approved. Lisbon, 25 May 2010 | REGISTERED AUDITORS’S REPORT Introduction 1. We have audited the financial statements of RETA – Locação e Gestão de Frotas, S.A., which comprise the Balance Sheet as at 31 December 2009 (reflecting a total of 12.919.200 Euros and total equity of 2.987.099 Euros, including a net profit of 190.669 Euros) the Income Statement by Natures and By Functions and the Cash Flow Statement for the year then ended, and the related Annexes. Responsibilities The Single Auditor Ernst & Young Audit & Associados - Sroc, S.A. Independent Registered Auditor’s Firm (No. 178) Represented by: 2. The Board of Directors is responsible for preparing the financial statements giving a true and fair view of the Company’s financial position, the profits of its operations and cash flows, as well as for adopting appropriate accounting policies and criteria and keeping an appropriate internal control system. 3. Our responsibility is to express a professional and independent opinion based on our audit to those financial statements. Scope Paulo Jorge Luís Da Silva (Registered Auditor No. 1334) Public Company – Share Capital 1,105,000 Euros – registered on the Portuguese Board of Registered Auditors under No. 178 – Registered on CMVM (Portuguese Securities Market Commission) under No. 9011 – Tax Payer No. 505 988 283 – Registered on Lisbon Companies Registry under No. 505 988 283 – A member firm of Ernst & Young Global Limited Sustainability Report 2009 | ENGLISH 4. We conducted our audit in accordance with the Technical Standards and Guidelines of Revision/Audit of the Portuguese Board for Registered Auditors, which require the planning and performance of the audit so as to obtain reasonable assurance that the financial statements are free from material misstatements. In order to do so, the audit included: - the examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements and the assessment of the estimates based on judgements and criteria made by the Board of Directors and used in the preparation of the financial statements; - A apreciação sobre se são adequadas as politicas contabilísticas adoptadas e a sua divulgação, tendo em conta as circunstâncias; - the assessment of whether the adopted accounting policies and their disclosure are appropriate to the company’s circumstances; - examination of the applicability of the principle of continuity; and - evaluation of the overall adequacy of the presentation of information in the financial statements. 198 5. The audit also included our opinion on whether the information given in the Management Report is consistent with the financial statements. 6. We believe that the audit carried out provides an acceptable basis for expressing our opinion. Opinion 7. In our opinion, the financial statements give a true and fair view, in all aspects materially relevant, of the state of RETA – Locação e Gestão de Frotas, S.A. affairs as at 31 December 2009, the profits of its operations and cash flows for the financial year then ended, in accordance with the accounting principles generally accepted in Portugal. Lisbon, 25 May 2010 The Single Auditor Ernst & Young Audit & Associados - SROC, S.A. Independent Registered Auditors Firm (No. 178) Represented by: Paulo Jorge Luís Da Silva (Registered Auditor No. 1334) 199 Public Company – Share Capital 1,105,000 Euros – registered on the Portuguese Board of Registered Auditors under No. 178 – Registered on CMVM (Portuguese Securities Market Commission) under No. 9011 – Tax Payer No. 505 988 283 – Registered on Lisbon Companies Registry under No. 505 988 283 – A member firm of Ernst & Young Global Limited Sustainability Report 2009 | ENGLISH SOCAR - Equipamento de Transporte e Serviços Técnicos, S.A. A| MANAGEMENT REPORT ACTIVITY IN THE FINANCIAL YEAR SOCAR is a company specialising in the Semi - Trailer and transport equipment. It produces and commercialises Integrated Products and Services for the Goods Haulage Industry, being endowed with a vast “Portfolio” of Products / Services concentrated in just one space. In 2009 Socar had the following main guidelines: ▪ Internal reorganisation and adaptation of the company to the new, difficult challenges brought about by the current climate of market retraction, as a way of recovering immediate results and preparing the company for the recovery; ▪ Development of approach and monitoring skills vis-à-vis “Key Clients” based on negotiation and sales techniques to these clients; ▪ Continued commitment to post-sales service as a way of ensuring ever greater customer loyalty; ▪ Obtaining of Certification in the Quality Management System (standard NP EN ISO 9001: 2008), in the context of the maintenance and repair of semi-trailers of the technical Assistance Centre in Carregado; ▪ Focus on productivity based on a mix of specialised partnerships; ▪ Training and qualification as a way of continuing to enhance Human Resources, consequently increasing productivity and the service level offered; ▪ Control of the credit granted. ECONOMIC AND FINANCIAL ANALYSIS In 2009, the Turnover of Socar stood at 7 011 000 Euros and the fall which occurred in the year could be put down not only to the reduction in the sale of new Semi - Trailers, as well as that registered in the Maintenance and Repair SOCAR - Equipamentos de Transporte e Serviços Técnicos, S.A. NIPC (corporate ID) n.º 502 219 556 | Share Capital: 600,000.00 Euros | Mat. n.º 502 219 556 CRC Loures | Moninhos 2671-951 Loures Sustainability Report 2009 | ENGLISH segment. The fall which occurred in this latter segment could essentially be put down to the reduction in billing to the Group since the Non-Group billing turned in a positive variation of 4%. Evolution in Sales (Thousands Euros) 16.276 11.952 9.661 7.011 2006 2007 2008 2009 Despite the high quality of the Lecibérica product, the financial difficulties of small and medium-sized hauliers, the main clients of the company, once again penalised the sale of new Semi-trailers segment, exacerbated by the appearance on the market of low cost used equipment. Despite the fall in activity recorded in the year, Socar achieved a recovery in its results. Worth highlighting is operating activity with a Result of 151 000 Euros. This performance is the reflection of procedural restructuring measures which have gradually been implemented by the company, culminating in a more efficient cost structure, to wit as regards administrative costs, as well as greater control of bad client debts. Net and Operating Result (Thousands Euros) 110 14 -28 2006 Legend 101 151 Operational 2008 -19 2007 -49 -214 Liquid 2009 200 Assets totalled 2 439 000 EUROS, a fall on 2008 brought about by the reduction in activity over the year. Socar closed 2009 with a stable financial situation, increasing its Financial Autonomy from 29% in 2008 to 38% in 2009, as well as its solvency ratio from 40% to 62%, indicators which reveal the current financial soundness of the company. PROSPECTS FOR 2010 For 2010 Socar shall give continuity to the policy followed in the previous year above, with a view to continuing the growth in sales, in the maintenance and repair segment in sustained fashion. By contrast, and after the successful adaptation period to the current economic reality, it is the aim of the company to be in a prime position at the time of economic recovery. DISTRIBUTION OF RESULTS The company SOCAR – Equipamento de Transporte e Serviços Técnicos, S.A. closed the financial year of 2009 with Net Results of 100,806.44 Euros. In view of the legal and statutory provisions applicable, the following distribution of results is proposed: Legal Reserves Results Carried Forward 5.040,32 95.766,12 Moninhos: February 15th 2010 Jorge Manuel Soares Simões Chairman To this end, actions have been, and will continue to be, carried out, involving: ▪ The continuation of the strategy redefined in 2009 which seeks the ongoing commitment to growth in market sales; ▪ Continuation of the development of approach and monitoring skills visà-vis “Key Clients” based on negotiation and sales techniques to these clients; ▪ Greater control of credit risk; ▪ Implementation of a new computing application, more geared towards business, which will culminate in a redefinition of internal processes, an increase in productivities and new forms of approach regarding the market and clients; ▪ Ongoing commitment to employee training. José Luís Soares Simões - Member Leonel Fernando Soares Simões - Member GOVERNING BODIES The Board of Directors Chairman / Managing Director Member Member Jorge Manuel Soares Simões José Luís Soares Simões Leonel Fernando Soares Simões General Meeting Board Clara Maria Campos Monteiro Ribeiro Isabel Maria Blazquez Pereira Silva Chairman Secretary Statutory Auditor Ernst & Young Audit & Associados Rui Abel Serra Martins Permanent Member Alternate 201 Sustainability Report 2009 | ENGLISH B| FINANCIAL STATEMENTS BALANCE SHEET Amounts stated in Euros 2009 Accounts Codes POC (Chart of Accounts) CEE 2008 Deprec. And Adjustments Gross Assets Net Assets Net Assets Assets C Fixed Assets I Intangible Fixed Assets: 1 431 II Set-up Expenses 93.490,00 72.239,13 21.253,87 52.420,04 93.490,00 72.239,13 21.253,87 52.420,04 Tangible Fixed Assets: 1 422 Buildings and Other Constructions 2 423 Basic Equipment 2 424 Transport Equipment 58.910,36 47.738,07 11.172,29 5.482,82 311.235,72 241.714,07 69.521,65 40.312,90 3.651,20 3.651,20 0,00 3 426 Administrative Equipment 60.545,27 53.169,32 7.375,95 12.615,81 3 429 Other Tangible Fixed Assets 69.194,66 21.215,66 47.979,00 53.101,60 4 441/6 Fixed Assets in Progress 0,00 0,00 1.077,50 136.048,89 112.590,63 170.324,34 170.324,34 416.507,11 115.303,72 115.303,72 628.130,43 503.537,21 D 367.488,32 Circulating Capital I Stocks: 1 36 2 35 II Consumable supplies Products and Works in Progress 285.628,06 0,00 285.628,06 1.044.637,54 375.669,59 0,00 0,00 Debts owed by Third Parties - medium and long-term: 1 218 Bad Debt Clients 375.669,59 2 252 Group Companies 600.000,00 975.669,59 II 600.000,00 375.669,59 600.000,00 0,00 1.180.200,74 1.180.200,74 1.200.044,46 89.772,00 89.772,00 202.872,65 0,00 0,00 48.679,13 63.166,67 63.166,67 22.202,66 1.333.139,41 1.473.798,90 19.514,14 19.514,14 96.444,15 5.100,00 5.100,00 8.048,50 24.614,14 24.614,14 104.492,65 Debts owed by Third Parties - Short Term: 1 211 Clients, c/a 2 252 Group Companies 4 24 State and Other Public Bodies 4 262+266+267+267+221 Other Debtors 1.333.139,41 IV 0,00 Bank Deposits and Cash: 12+13+14 11 Bank Deposits Cash Sustainability Report 2009 | ENGLISH 202 E Accruals and Deferrals 271 Income Accruals 0,00 0,00 272 Deferred Costs 14.571,44 14.571,44 5.464,93 276 Deferred Tax assets 23.393,42 23.393,42 57.226,22 37.964,86 91.610,36 2.438.649,23 2.879.550,12 37.964,86 Total Depreciations 439.724,45 Total Adjustments Total Assets 375.669,59 3.254.043,27 815.394,04 BALANCE SHEET (Ctd.) CEE 28.919,21 Amounts stated in Euros Accounts Codes POC (Chart of Accounts) 2009 2008 Equity and Liabilities A Equity I 51 Capital IV 600.000,00 600.000,00 59.492,68 59.492,68 279.684,87 279.684,87 Reserves: 1 571 4 574 a 579 V Legal Reserves Other Reserves 59 Results Carried Forward Subtotal VI 88 Net Result for the Financial Year Total Equity -109.225,32 -59.965,58 829.952,23 879.211,97 100.806,44 -49.259,74 930.758,67 829.952,23 1.090.378,05 1.682.061,46 134.499,71 59.376,66 4.826,35 4.328,56 Liabilities C Debts to Third Parties - Short Term 4 221 Suppliers, c/a 4 228 Suppliers - Invoices being Received and Conferred 6 252 Group Companies 8 2611 Suppliers of Fixed Assets, c/a 242,40 8 24 State and Other Public Bodies 71.810,00 115.653,33 8 262+263+264+265 7.103,06 4.367,51 1.308.859,77 1.865.787,52 198.880,79 183.810,37 Other Creditors 267+268+211 D Accruals and Deferrals 273 Cost Accruals 274 Deferred Income 150,00 199.030,79 183.810,37 Total Liabilities 1.507.890,56 2.049.597,89 Total Equity and Liabilities 2.438.649,23 2.879.550,12 The Accountant The Board Cesaltina Maria Soares Gonçalves Jorge Manuel Soares Simões - Chairman | José Luís Soares Simões - Member | Leonel Fernando Soares Simões - Member Sustainability Report 2009 | ENGLISH 203 PROFIT-AND-LOSS ACCOUNT BY NATURE Amounts stated in Euros Accounts Codes CEE 2009 POC (Chart of Accounts) 2008 Costs and losses A 2.a) 61 Cost of consumable supplies: Materials 2.b) 62 3 3.a) 3.163.965,16 External Services and Supplies 641+642 2.239.671,64 Remunerations 946.262,48 Others 235.498,50 4.a) 662+663 Deprecs. of Tangible and Intangible Fixed Assets 65.457,11 4.b) 666+667 Adjustments 46.092,57 5 63 Taxes 5 65 Other Operating Losses and Costs 681+685+686+ 687+688 170.637,43 69 Others 20.463,81 Extraordinary Losses and Costs Income Tax for the Financial Year (G) 88 346.870,22 1.518.349,95 67.545,12 111.549,68 139.827,73 207.372,85 2.351,38 175.712,29 336.418,78 338.770,16 12.796.047,99 Interest and Similar Costs: (E) 86 1.181.760,98 6.872.659,75 (C) 13 2.632.408,35 1.171.479,73 5.074,86 (A) 8+11 8.099.146,68 Social Charges: 645/8 10 8.099.146,68 Staffing Costs 3.b) 7 3.163.965,16 Net Result for the Financial Year 20.463,81 13.814,75 13.814,75 6.893.123,56 12.809.862,74 10.180,90 38.655,66 6.903.304,46 12.848.518,40 38.575,86 -45.612,56 6.941.880,32 12.802.905,84 100.806,44 -49.259,74 7.042.686,76 12.753.646,10 Income and gains B 1 71 Sales: Goods Products 1 72 Services Rendered Sustainability Report 2009 | ENGLISH 182.065,75 246.366,10 1.198.687,30 5.795.929,07 5.629.887,46 7.010.640,51 5.909.944,09 204 11.952.239,26 2 Variation in Production 3 75 In-house Works 4 73 Supplementary Income 4 74 Operating Subsidies 4 76 Other Operating Gains and Income 4 77 Reversals of Depreciations and adjustments -512.826,71 299.167,82 289.177,89 20.701,33 35.064,47 169.708,93 334.298,98 35.933,48 (B) 7 7811+7813+ 7814+7818+785 +786+787+788 -62.553,87 525.511,56 33.534,72 7.023.325,36 692.076,06 12.581.761,45 Other Interest and Similar Income Relating to Group Companies 16.272,00 Others 1.603,16 (D) 83.872,65 17.875,16 6.161,51 90.034,16 7.041.200,52 12.671.795,61 1.486,24 81.850,49 7.042.686,76 12.753.646,10 150.665,61 -214.286,54 -2.588,65 76.219,41 Current Results: (D)-(C) 148.076,96 -138.067,13 Pre-tax Results: (F)-(E) 139.382,30 -94.872,30 Net Result for the Financial Year: (F)-(G) 100.806,44 -49.259,74 9 79 Extraordinary Gains and Income (F) Summary. Operating Results: (B)-(A) Financial results: (D-B)-(C-A) The Accountant The Board Cesaltina Maria Soares Gonçalves Jorge Manuel Soares Simões - Chairman | José Luís Soares Simões - Member | Leonel Fernando Soares Simões - Member 205 Sustainability Report 2009 | ENGLISH ANNEX TO THE BALANCE SHEET AND THE PROFIT-AND-LOSS ACCOUNT Financial Year of 2009 (Information stated in Euros) 0 - INTRODUCTORY NOTE 0.1. Company: SOCAR – Equipamentos de Transporte e Serviços Técnicos, S.A. Registered Offices: Moninhos – Loures Date of Incorporation: July 14th 1989 Activity: Manufacture, Assembly, Commercialisation, Repair and Assistance of Vehicles, Trailers and Semi-trailers. NIPC (corporation tax code):502 219 556 The company belongs to the Luís Simões Group, its parent company being LS – Luís Simões SGPS, SA, just like the other group companies. 0.2. The Financial Statements were drawn up in accordance with the historic costs agreement, modified by the revaluation of tangible fixed assets and on an ongoing concern basis and in accordance with the basic accounting principles of consistency, prudence, accruals basis, substance over form and materiality. The same also relate to qualitative characteristics of relevance, reliability and comparability. 0.3. Those notes not mentioned do not apply to the Company or do not relate to materially relevant accounting events or did not occur in the financial year to which this annex relates. 3 - ACCOUNTING PRINCIPLES AND VALUATIION CRITERIA USED 3.1. Stocks 3.1.1. Consumable supplies These are valued at the price of acquisition, adopting the weighted average cost as the costing method for outgoings. 3.1.2. Products and Works in Progress These are valued at the cost of production. 3.2. Fixed Assets 3.2.1. Intangible Fixed Assets s Intangible fixed assets are recorded at the cost of acquisition. Depreciations are calculated in accordance with the straight-line method according to the laws in force. Sustainability Report 2009 | ENGLISH 3.2.2. Tangible Fixed Assets Tangible Fixed Assets are recorded in the balance sheet at the cost of acquisition, with the exception of assets revalued under the terms of the legislation published to this end. Depreciations are calculated in accordance with the straight-line method according to the laws in force. 3.3. Adjustments of debts receivable The value of the Adjustments corresponds to the risk of collection of the respective debts. 3.4. Deferred taxes Deferred Taxes relate to the temporary differences between the amounts of the assets and liabilities for the purposes of accounting reporting and the respective amounts for the purposes of taxation. Deferred Tax Assets and Liabilities are calculated and valued using the taxation rates which are expected to be in force on the date of reversal of temporary differences. Since the financial year of 2007 the company has been included in the Special Taxation Regime of Company Groups (“RETGS”) led by the shareholder LS – Luís Simões, SGPS, S.A. 6 – DISSEMINATION OF THE MAIN COSTS (INCOME) COMPONENTS REGARDING TAXES The Company is subject to Corporation Tax (IRC) at the current rate of 25%, plus a maximum municipal surcharge of 1.5%, on taxable profit, attaining a total rate of 26.5%. Under the terms of article 81 of the CIRC, the Company is subject to autonomous taxation on a series of charges at the rates foreseen therein. As mention in Note 3.4., since the financial year of 2007 the Group companies have been included in the Special Taxation Regime for Company Groups (“RETGS”) under the terms of article 63 and the following articles of CIRC, led by the shareholder LS – Luís Simões, SGPS, S.A., meaning that the taxes calculated individually are reflected in the shareholder amount included in the item “Group Companies”. 206 In accordance with the legislation in force, the tax returns are subject to revision and correction by the tax authorities during a period of four years (ten years for Social security until 200, inclusive, and five years as from 2001), unless there should be tax losses, or inspections, complaints or challenges are in progress, in which cases, depending on the circumstances, the timeframes are prolonged or suspended. The reconciliation between the accounting result and the taxable result and between the current tax and the tax for the financial year on income is as follows: 2009 2008 Current tax Pre-tax result 139.382,30 -94.872,30 Temporary differences -72.894,23 91.994,70 1.186,91 -27.546,66 67.674,98 -30.424,26 Permanent differences Taxable result Tax losses (temporary difference) 27.062,62 Tax losses (temporary difference) - RETGS 3.361,64 Deduction of tax losses (temporary difference) -30.424,36 37.250,62 0,00 Rate of tax IRC (corporation tax) 12,50% IRC (corporation tax) 25,00% 25,00% Municipal Surcharge 1,50% 1,50% 8.765,28 0,00 Use of Tax Break -7.750,18 Autonomous taxations Current Tax 3.811,23 5.372,47 4.826,33 5.372,47 19.316,97 -31.144,25 6.682,38 -890,83 7.750,18 -18.949,95 (II) 33.749,53 -50.985,03 (I) + (II) 38.575,86 -45.612,56 (I) Deferred tax Effect on the Financial Year Effect on the Financial Year -RETGS Tax Break-SIFIDE Deferred tax Income Tax for the Financial Year 207 The Company applied the provisions of Accounting Guideline no. 28 relating to the posting of Deferred Taxes. Sustainability Report 2009 | ENGLISH The movements occurring in the financial year as a result of the adoption of this new law as regards their nature and impact, are as follows: Opening balance Effect of the Financial Year Closing balance Deferred Tax Assets: Tax losses Tax Break-SIFIDE Adjustments of debts owed by third parties 6.765,65 -6.765,65 0,00 18.949,95 -7.750,18 11.199,77 31.510,62 -19.316,97 12.193,65 57.226,22 -33.832,80 23.393,42 7 - MEAN NUMBER OF PEOPLE IN THE PAY OF THE COMPANY Employees ................................................................................ 54 10 - MOVEMENTS OCCCURING IN THE ITEMS OF THE FIXED ASSETS INCLUDED ON THE BALANCE SHEET AND IN THE RESPECTIVE DEPRECIATIONS AND PROVISIONS GROSS ASSETS Items Opening balance Increases Disposals Transfers and write-offs Closing balance INTANGIBLE FIXED ASSETS Set-up Expenses 93.490,00 93.490,00 93.490,00 93.490,00 TANGIBLE FIXED ASSETS Buildings and Other Constructions Basic Equipment Transport Equipment 47.817,82 10.015,04 267.594,19 43.641,53 1.077,50 58.910,36 311.235,72 3.651,20 3.651,20 Administrative Equipment 60.200,02 345,25 60.545,27 Other Tangible Fixed Assets 65.447,26 3.747,40 69.194,66 1.077,50 0,00 -1.077,50 0,00 445.787,99 57.749,22 0,00 503.537,21 Fixed Assets in Progress Sustainability Report 2009 | ENGLISH 208 DEPRECIATIONS AND PROVISIONS Items Opening balance Cancellation/ Reversal Increase Closing balance INTANGIBLE FIXED ASSETS Set-up Expenses 41.069,96 31.166,17 72.236,13 41.069,96 31.166,17 72.236,13 42.335,00 5.403,06 47.738,07 227.281,29 14.432,78 241.714,07 TANGIBLE FIXED ASSETS Buildings and Other Constructions Basic Equipment Transport Equipment 3.651,20 3.651,20 Administrative Equipment 47.584,21 5.585,11 53.169,32 Other Tangible Fixed Assets 12.345,66 8.869,99 21.215,66 333.197,36 34.290,94 367.488,32 14 - OTHER INFORMATION RELATING TO FIXED ASSETS All Fixed Assets are allocated to company activity. 23 - TOTAL VALUE OF BAD DEBTS IN EACH OF THE ITEMS OF DEBTS OWED BY THIRD PARTIES INCLUDED ON THE BALANCE SHEET Bad debt clients................................................................375.669,59 16 - TABLE REGARDING THE CONTROLLING AND AFFILIATE GROUP COMPANIES The Financial Statements of this company are included in the Consolidated Financial Statements of the following company: Business name: LS – Luís Simões, SGPS, S.A. Registered Offices: Moninhos – Loures NIPC (corporation tax code): 503 717 789 25 - TOTAL AMOUNT OF ACTIVE AND PASSIVE DEBTS RELATING TO COMPANY STAFF Active Debts (Accounts 2624).....................................................128,35 Passive Debts (Accounts 2629)....................................................733,49 32 - GUARANTEES PROVIDED 21 - MOVEMENTS OCCURRING IN CIRCULATING ASSETS ITEMS ADJUSTMENTS Items Opening balance Guarantor Closing balance Increase Reversal 365.510,50 46.092,57 35.933,48 375.669,59 365.510,50 46.092,57 35.933,48 375.669,59 Debts owed by Third Parties: Bad Debt Clients Sustainability Report 2009 | ENGLISH Banco Espírito Santo Amount Beneficiary Entity Guarantee Type 5.298,00 EDP – Distribuição Energia Bank 35 – SHARE CAPITAL The subscribed Capital has been fully paid up. 209 36 - NUMBER OF SHARES OF EACH CATEGORY INTO WHICH THE CAPITAL OF THE COMPANY IS DIVIDED AND ITS NOMINAL VALUE The Share Capital is made up of 120,000 shares, with a nominal value of 5.00 Euros per share. 37 - STAKE IN THE SUBSCRIBED CAPITAL OF EACH OF THE CORPORATE BODIES HOLDING AT LEAST 20% THEREIN Shareholder LS – Luís Simões, SGPS, S.A. Shares Subscribed Number % Stake in Capital % 120.000 100 100 Voting Rights % 100 40 - CLARIFICATION AND JUSTIFICATION OF THE MOVEMENTS OCCURRING IN THE FINANCIAL YEAR IN EACH OF THE EQUITY ITEMS INCLUDED ON THE BALANCE SHEET Items 51 Capital 57 Reserves Opening balance Increase Reductions 600.000,00 Closing balance 42 - STATEMENT OF VARIATION IN PRODUCTION Movements Finished and Semi-finished Products Final stocks 115.303,72 Stock adjustment 0,10 Initial stocks 628.130,53 Increase/ Reduction in the Financial Year 0,00 0,00 -512.826,81 44 - DISTRIBUTION OF THE NET VAUE OF SALES AND THE SERVICES RENDERED AS CALCULATED IN ITEMS 71 AND 72 Description Amount Internal market 6.713.373,60 External market 297.266,91 Total 7.010.640,51 45 - FINANCIAL PROFIT-AND-LOSS ACCOUNT 59.492,68 59.492,68 574 Free Reserves 279.684,87 279.684,87 59 Results Carried Forward -59.965,58 -49.259,74 88 Net Result for the Financial Year -49.259,74 100.806,44 -109.225,32 -49.259,74 100.806,44 Costs and losses 681 Interest paid 688 Other Financial Losses and Costs Financial results 41 - STATEMENT OF THE COST OF THE CONSUMABLE SUPPLIES Income and gains Goods Consumable supplies Initial stocks 416.507,11 Purchases 2.917.273,32 Stock adjustment 509,07 Final stocks Costs in the financial year Products and Works in Progress 600.000,00 571 Legal Reserves Movements Byproducts, Wastage and Scrap 170.324,34 0,00 3.163.965,16 Sustainability Report 2009 | ENGLISH 781 Interest earned 788 Reversals and other financial income and gains Financial Years 2009 2008 18.332,09 10.907,36 2.131,72 2.907,39 -2.588,65 76.219,41 17.875,16 90.034,16 Financial Years 2009 2008 16.272,00 84.656,97 1.603,16 5.377,19 17.875,16 90.034,16 210 46 - EXTRAORDINARY PROFIT-AND-LOSS ACCOUNT Financial Years Costs and losses 2009 692 Bad debts Extraordinary Results Staffing Costs 119.370,50 129.624,08 2.528,85 10.778,64 General Costs 22.737,24 23.812,52 0,00 869,77 142.107,74 153.436,59 Volume of Sales 7.010.640,51 11.952.239,26 Staffing Costs 1.181.760,98 1.518.349,95 1.016,45 37,55 -8.694,66 43.194,83 1.486,24 81.850,49 2009 793 Gains in stocks 794 Gains in fixed assets 795 Contractual Penalties and Benefits Corrections Relating to Previous Financial Years 798 Other Extraordinary Gains and Income 2008 509,07 2.147,51 0,00 6.351,53 124,52 1.386,04 560,50 9.000,00 292,15 62.907,91 1.486,24 81.850,49 48 - OTHER INFORMATION DEEMED RELEVANT A) Movement in Group and Associate Companies Amounts Receivables: Clients, c/a 291.432,54 Group Companies 689.772,00 Debts payable: Suppliers, c/a Group Companies Other Creditors Operating Costs Extraordinary Costs Operating Income Financial Income 2008 Fixed Assets Total R&D Investment Financial Years Income and gains Items 2009 26.969,70 697 Corrections Relating to Previous Financial Years 698 Other Extraordinary Losses and Costs Items 2008 6.635,60 695 Fines and penalties 797 B) Total R&D effort amounts R&D Investment Summary 132.789,92 4.826,35 2.130,13 1.239.747,52 120,00 4.287.124,97 16.272,00 Sustainability Report 2009 | ENGLISH The amounts recorded for 2009 refer to R&D expenses related with the following projects: -Start of the project to implement a new computing application, more geared towards business, which will culminate in a redefinition of internal processes, an increase in productivities and new forms of approach regarding the market and clients; - Implementation of the complaints management module - Implementation of improvements to the workshop management application C) SIFIDE In the context of the candidature to the R&D Tax Incentives System (SIFIDE) – Statute Law no. 40 enacted on August 3rd 2005, Socar obtained in the financial years of 2007 and 2009 a tax saving of 22 778.30 € and 7 750.18 €, respectively. However, as the company has been included in the Special Taxation Regime of Company Groups (“RETGS”) in accordance with that referred to in Note 3, the aforementioned saving could not be used. The Accountant The Board Cesaltina Maria Soares Gonçalves Jorge Manuel Soares Simões - Chairman José Luís Soares Simões - Member Leonel Fernando Soares Simões - Member 211 PROFIT-AND-LOSS ACCOUNT BY FUNCTION Items Sales and services rendered Cost of sales and services rendered Gross results Other Operating Gains and Income Administrative Costs Other Operating Losses and Costs Operating Results Financial Year 2009 2008 7.010.640,51 11.952.239,26 -5.470.873,40 -10.420.118,10 1.539.767,11 1.532.121,16 544.872,96 863.960,71 -1.576.345,96 -1.812.068,57 -350.579,72 -667.978,24 157.714,39 -83.964,94 Net cost of financing -18.332,09 -10.907,36 Current Results 139.382,30 -94.872,30 Taxes on current results -38.575,86 45.612,56 Current results after tax 100.806,44 -49.259,74 Net results 100.806,44 -49.259,74 0,84 -0,41 Results per Share The Accountant The Board Cesaltina Maria Soares Gonçalves Jorge Manuel Soares Simões - Chairman José Luís Soares Simões - Member Leonel Fernando Soares Simões - Member 212 Sustainability Report 2009 | ENGLISH CASH FLOW STATEMENT Direct method Amounts stated in Euros OPERATING ACTIVITIES 2009 2008 Receipts from Clients Receipts from group Clients 6.065.371,23 Receipts from other Clients 3.724.165,30 6.902.126,58 9.789.536,53 10.926.624,93 17.828.751,51 Payments to Suppliers Payments to Group suppliers -1.151.969,42 Payments to other Suppliers -5.694.034,59 -1.869.017,45 -6.846.004,01 -15.868.413,39 -17.737.430,84 Payments to Staff Remunerations -855.936,49 Advances to Staff -4.885,52 Other Payments to Staff -4.772,05 Flow Generated by the Operations -1.064.667,27 -4.649,09 -865.594,06 -10.833,24 2.077.938,46 -1.080.149,60 -988.828,93 PAYMENT / RECEIPT OF IRC Payment of IRC -4.378,98 Return of IRC 83,29 -4.295,69 16.898,45 16.898,45 OTHER RECEIPTS RELATING TO OPERATING ACTIVITY Receipts from Other Debtors Receipts from Other Creditors Receipts from Other Taxes 2.370,32 9.470,67 10.585,34 8.361,51 7,76 12.963,42 6,36 17.838,54 OTHER PAYMENTS RELATING TO OPERATING ACTIVITY Payments to Other Debtors -11.366,29 -91.222,13 Payments to Other Creditors -797.733,15 -901.952,84 Settlement of VAT -502.383,61 -1.489.583,76 Settlement of Withholdings at Source -110.632,89 -153.761,99 Payments of TSU (single social charge) -280.081,94 -292.358,87 Payments from Other Taxes -2.002,87 Flow Generated Before Extraordinary Items -1.704.200,75 -1.580,61 382.405,44 -2.930.460,20 -3.884.552,14 RECEIPTS RELATED WITH EXTRAORDINARY ITEMS Receipts from Bad Debts 57,50 Compensation of Claims 1.571,10 Other Extraordinary Receipts 567,99 Sustainability Report 2009 | ENGLISH 977,81 2.139,09 1.060,42 2.095,73 213 PAYMENTS RELATED WITH EXTRAORDINARY ITEMS Donations Payments of fines and penalties -157,40 Other Extraordinary Payments -63,96 Flow Generated from Extraordinary Activity (1) FLOWS FROM OPERATING ACTIVITIES -1.348,14 -221,36 -17,53 -1.365,67 1.917,73 730,06 384.323,17 -3.883.822,08 INVESTMENT ACTIVITIES RECEIPTS FROM: Tangible Fixed Assets – group companies 34.555,74 Investment Subsidies 38.826,41 Interest and Similar Income 526,14 73.908,29 PAYMENTS RELATING TO: Tangible Fixed Assets – group companies -206,91 Tangible Fixed Assets – other companies Total Tangible Fixed Assets Intangible Fixed Assets (2) -40.216,56 -25.059,05 -40.216,56 -25.265,96 0,00 FLOWS FROM INVESTMENT ACTIVITIES -40.216,56 0,00 -40.216,56 -25.265,96 48.642,33 FINANCING ACTIVITIES RECEIPTS FROM: Loans obtained from Group Companies 2.295.000,00 8.353.000,00 2.295.000,00 8.353.000,00 Subsidies and donations 48.734,82 0,00 Interest from Loans Granted 83.872,65 Total Loans Obtained 2.427.607,47 107.318,47 8.460.318,47 PAYMENTS RELATING TO: Loans obtained from Group Companies Other Loans Obtained Interest and Similar Costs -4.617.000,00 -2.849.500,00 -4.617.000,00 -2.092,59 Dividends (3) -2.849.500,00 -9.717,34 -2.851.592,59 FLOW FROM FINANCING ACTIVITIES -423.985,12 -88.018,08 -4.714.735,42 3.745.583,05 Variation in Cash and its Equivalents (1) + (2) + (3) -79.878,51 -89.596,70 Cash and its Equivalents at the Start of the Period 104.492,65 194.089,35 Cash and its Equivalents at the End of the Period 24.614,14 104.492,65 The Accountant The Board Cesaltina Maria Soares Gonçalves Jorge Manuel Soares Simões - Chairman | José Luís Soares Simões - Member | Leonel Fernando Soares Simões - Member Sustainability Report 2009 | ENGLISH 214 ANNEX TO THE CASH FLOW STATEMENT 2- ITEMISATION OF THE CASH AND ITS EQUIVALENTS COMPONENTS RECONCILING THE AMOUNTS SHOWN IN THE CASH FLOW STATEMENT WITH THE ITEMS OF THE BALANCE SHEET C| REPORT AND OPINION OF THE SINGLE AUDITOR AND REGISTERED AUDITORS’ REPORT Ernst & Young Audit & Associados - SROC, S.A. Avenida da República, 90-6° 1600-206 Lisboa, Portugal Telf: +351 217 912 000 Fax: +351 217 957 586 www.ey.com Amounts stated in Euros Description Cash (Fixed Cash Funds) Immediately mobilisable bank deposits 2009 2008 5.100,00 8.048,50 19.514,14 96.444,15 | REPORT AND OPINION OF THE SINGLE AUDITOR Dear Shareholders, The Accountant The Board Cesaltina Maria Soares Gonçalves Jorge Manuel Soares Simões - Chairman José Luís Soares Simões - Member Leonel Fernando Soares Simões - Member In compliance with the legal provisions and the Company’s Articles of Association, it is incumbent on us to issue the annual report on the audit of Company SOCAR – Equipamentos de Transporte e Serviços Técnicos, S.A., regarding the financial year ended on 31 December 2009, and issue an opinion on the report, accounts and the proposal for the allocation of the profits presented by the Board of Directors. In the course of the financial year and as part of our appointed duties, we carried out, with satisfactory results and with the frequency and extent deemed most adequate, a general audit of all accounting procedures, as well as surveys of their corresponding records and other probative elements. The Board of Directors’ report explains the orientation of the Company’s policy during the financial year, as well as the policy proposal for 2010 financial year. The Balance Sheet, Income Statements, Cash Flow Statement and their respective Annexes, respecting all legal requirements, reflect the position of the accounting records at the end of the financial year and attest to the Company’s financial situation. The valuation criteria used for the preparation of accounts are those laid down in the Annex to the Balance Sheet and to the Income Statements and the Cash Flow Statement, and enable a suitable assessment of company assets. All regulatory formalities as well as those from the Articles of Association with regards to the accountability and auditing of the Company were complied, whereby we issue the following Opinion, which shall be presented to shareholders and published as Sustainability Report 2009 | ENGLISH 215 required by law: Ernst & Young Audit & Associados - SROC, S.A. Avenida da República, 90-6° 1600-206 Lisboa, Portugal Telf: +351 217 912 000 Fax: +351 217 957 586 www.ey.com Opinion of the Single Auditor Dear Shareholders, We have audited the company SOCAR – Equipamentos de Transporte e Serviços Técnicos, S.A., in accordance with article 420 of the Code of Commercial Companies and the company’s Articles of Association, the results of which lead us to opine as follows: (a) The Management Report and the Accounts for the financial year of 2009 should be approved; (b) The Board of Directors’ proposal on the allocation of the profits of the financial year should be approved. Lisbon, 25 May 2010 | REGISTERED AUDITORS’ REPORT Introduction 1. We have audited the financial statements of SOCAR – Equipamentos de Transporte e Serviços Técnicos, S.A., which comprise the Balance Sheet as at 31 December 2009 (reflecting a total of 2.438.649 Euros and total equity of 930.759 Euros, including a net profit of 100.806 Euros) the Income Statement by Natures and By Functions and the Cash Flow Statement, for the year then ended, and the related Annexes. Responsibilities The Single Auditor Ernst & Young Audit & Associados - Sroc, S.A. Independent Registered Auditors Firm (No. 178) Represented by: 2. The Board of Directors is responsible for preparing the financial statements giving a true and fair view of the Company’s financial position, the profits of its operations and cash flows, as well as for adopting appropriate accounting policies and criteria and keeping an appropriate internal control system. 3. Our responsibility is to express a professional and independent opinion based on our audit to those financial statements. Scope Paulo Jorge Luís Da Silva (Registered Auditor No. 1334) Public Company – Share Capital 1,105,000 Euros – registered on the Portuguese Board of Registered Auditors under No. 178 – Registered on CMVM (Portuguese Securities Market Commission) under No. 9011 – Tax Payer No. 505 988 283 – Registered on Lisbon Companies Registry under No. 505 988 283 – A member firm of Ernst & Young Global Limited Sustainability Report 2009 | ENGLISH 4. We conducted our audit in accordance with the Technical Standards and Guidelines of Revision/Audit of the Portuguese Board for Registered Auditors, which require the planning and performance of the audit so as to obtain reasonable assurance that the financial statements are free from material misstatements. In order to do so, the audit included: - the examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements and the assessment of the estimates based on judgements and criteria made by the Board of Directors and used in the preparation of the financial statements; - the assessment of whether the adopted accounting policies and their disclosure are appropriate to the company’s circumstances; - examination of the applicability of the principle of continuity; and - evaluation of the overall adequacy of the presentation of information in the financial statements. 216 5. The audit also included our opinion on whether the information given in the Management Report is consistent with the financial statements. 6. We believe that the audit carried out provides an acceptable basis for expressing our opinion. Opinion 7. In our opinion, the financial statements give a true and fair view, in all aspects materially relevant, of the state of SOCAR – Equipamentos de Transporte e Serviços Técnicos, S.A. affairs as at 31 December 2009, the profits of its operations and cash flows for the financial year then ended, in accordance with the accounting principles generally accepted in Portugal. Lisbon, 25 May 2010 Ernst & Young Audit & Associados - SROC, S.A. Independent Registered Auditors Firm (No. 178) Represented by: Paulo Jorge Luís Da Silva (Registered Auditor No. 1334) 217 Public Company – Share Capital 1,105,000 Euros – registered on the Portuguese Board of Registered Auditors under No. 178 – Registered on CMVM (Portuguese Securities Market Commission) under No. 9011 – Tax Payer No. 505 988 283 – Registered on Lisbon Companies Registry under No. 505 988 283 – A member firm of Ernst & Young Global Limited Sustainability Report 2009 | ENGLISH Lusiseg - Mediadores de Seguros, Lda A| MANAGEMENT REPORT brought about. ACTIVITY IN THE FINANCIAL YEAR LUSISEG was created in 1989 to exercise the Insurance Mediation activity, with the concrete objective of managing all the insurance portfolio of the companies of the Luís Simões Group to which it belongs, having progressively expanded its intervention to the market in general, focusing on the transport company market segment. Sales Development (Thousand Euros) 671 668 643 621 In the insurance activity, the impact of the crisis was felt with great intensity, characterised by stiff competition between insurers and distribution channels. The insurance premiums of the various branches fell sharply, in the main in the Mandatory Branches, mainly as a result of the commercial pressure which was felt and the reduction in the insurable business as a consequence of economic contraction. The Insurance Mediation activity was affected negatively by the crisis as a result of the performance of the economy by dint of the competitive attitude of the insurers who made the relationship with the client very difficult with the price becoming the core variable. In the target market segment of Lusiseg there was competition such as had never been seen before with all the insurers and respective distribution channels competing in the transport market segment in an unbridled quest for market share. ECONOMIC AND FINANCIAL ANALYSIS In 2009 the Turnover for Lusiseg totalled 668 000 Euros. This positive variation proved relevant bearing in mind the financial difficulties experienced by the main clients of Lusiseg, small hauliers, who found it hard to withstand the hikes in fuel prices, as well as the destabilisation of transport flows which this scenario Lusiseg - Mediadores de Seguros, Lda NIPC (corporate ID) n.º 502 274 085 | Share Capital: 49,880.00 Euros | Mat. n.º 502 274 085 CRC Loures | Moninhos 2671-951 Loures Sustainability Report 2009 | ENGLISH 2006 2007 2008 2009 This reality had a negative impact on the activity of Lusiseg, expressed by the growing difficulty in collecting premiums and, consequently, on company commissioning. It was thus sought to adapt the structure of the organisation to the new market reality, against an economic backdrop of crisis and great uncertainty. One of the difficult measures taken was the closure of Lusiseg’s offices in Coimbra and in Gaia, with the consequent reduction in costs inherent in said structures. However, the policy adopted had a positive impact on the Net Result of the company which stood at 81 000 Euros. Concurrently, there was a major commercial focus which, as with that which occurred in previous years, enabled Lusiseg to record growth of 3.9%, consolidating the weighting of the Portfolio in terms of the Market which represents 57% of the total company portfolio. Lusiseg closes the year of 2009 with a Financial Autonomy Ratio of 36% a Solvency Ratio of 59%. 218 PROSPECTS FOR 2010 It is anticipated that 2010 will be a year of the sustained consolidation of the development strategy commenced in the previous year above, with a direct positive impact on the results of the company, we believe that this year, with the commercial strategy focused on the Client and with the reinforcement of the partnerships created with some preferential Insurers, will be a year of consolidation of our turnover, with an expected growth of 6.6% in commissions. We are going to maintain the operating lines commenced in 2009 and which involve: ▪ Consolidation of the Business Operational Management programme whose main axes are; ▪ CRM Management – client’s vision at the business centre; ▪ of a commercial plan, based on uniformised criteria and a common policy so as to make the commercial capacity of the company profitable; ▪ Creation of new collection and production processes. DISTRIBUTION OF RESULTS The company LUSISEG – Mediadores de Seguros, Lda. closed the financial year of 2008 with Net Results of 81,169.87 Euros. In view of the legal and statutory provisions applicable, the following distribution of results is proposed: Legal reserve Bonuses to employees Transition results Dividends 4.058,49 9.801,00 25.987,17 41.323,27 Moninhos: February 15th 2010 Jorge Manuel Soares Simões Manager Rogério Paulo Farinha Henriques Morato Manager ▪ Continuation of the negotiation actions of the GLS insurance policies, finding the best market solution as regards the reduction in costs versus an increase in cover; ▪ To foster the analysis of business and quality indicators, taken from the computing tool VisualSeg, thereby increasing the business management capacity. GOVERNING BODIES Management Jorge Manuel Soares Simões Rogério Paulo Farinha Henriques Morato General Meeting Board Clara Maria Campos Monteiro Ribeiro Isabel Maria Blazquez Pereira Silva Manager Manager Chairman Secretary 219 B| FINANCIAL STATEMENTS Sustainability Report 2009 | ENGLISH B| FINANCIAL STATEMENTS Amounts stated in Euros BALANCE SHEET 2009 Accounts Codes CEE POC (Chart of Accounts) Gross Assets 2008 Deprec. And Adjustments Net Assets Net Assets Assets C Fixed Assets I Intangible Fixed Assets: 2 433 II Industrial Property and Other Rights 38.000,00 17.099,91 20.900,09 28.500,05 38.000,00 17.099,91 20.900,09 28.500,05 60.344,46 52.850,35 7.494,11 23.667,94 359,08 359,08 0,00 60.703,54 53.209,43 7.494,11 23.667,94 15.839,98 18.952,60 15.839,98 18.952,60 245.000,00 0,00 245.000,00 0,00 226,93 226,93 872,74 13.096,21 13.096,21 11.817,36 1.302,76 1.302,76 155.751,44 14.625,90 168.441,54 346,50 346,50 303,94 346,50 346,50 303,94 14.413,84 14.413,84 49.327,80 8.041,42 8.041,42 6.705,72 22.455,26 22.455,26 56.033,52 326.661,84 295.899,59 Tangible Fixed Assets: 3 426 Administrative Equipment 3 429 Other Tangible Fixed Assets III Financial Investments: 5 4113+414+415 Securities and Other Financial Applications 15.839,98 15.839,98 II 0,00 Debts owed by Third Parties - medium and long-term: 2 252 Group Companies 245.000,00 245.000,00 II 0,00 Debts owed by Third Parties - Short Term: 1 211 Clients, c/a 2 252 Group Companies 4 262+266+267+ 267+221 Other Debtors 14.625,90 0,00 Bank Deposits and Cash: IV 11 E Cash Accruals and Deferrals 271 Income Accruals 272 Deferred Costs Total Depreciations 70.309,34 Total Adjustments 0,00 Total Assets Sustainability Report 2009 | ENGLISH 396.971,18 70.309,34 220 BALANÇO (continuação) Amounts stated in Euros Accounts Codes CEE 2009 POC (Chart of Accounts) 2008 Equity and Liabilities A Equity I 51 Capital IV 49.880,00 49.880,00 Reserves: 1 571 Legal Reserves 19.009,76 19.009,76 4 574 a 579 Other Reserves 174,69 174,69 -33.190,90 -24.575,68 35.873,55 44.488,77 81.169,87 -1.062,71 117.043,42 43.426,06 Debts to Credit Institutions 99.071,61 130.584,72 13.814,14 16.500,13 V 59 Results Carried Forward Subtotal VI 88 Net Result for the Financial Year Total Equity Liabilities C Debts to Third Parties - Short Term 2 231+12 4 221 Suppliers, c/a 4 228 Suppliers - Invoices being Received and Conferred 6 252 Group Companies 30.894,08 42.173,13 8 24 State and Other Public Bodies 13.493,71 16.626,42 8 262+263+264+265 3.404,56 87,22 160.678,10 206,085.82 43.401,80 46.387,71 5.538,52 0,00 48.940,32 46.387,71 Total Liabilities 209.618,42 252.473,53 Total Equity and Liabilities 326.661,84 295.899,59 Other Creditors 267+268+211 D 273 276 114,20 Accruals and Deferrals Cost Accruals Deferred Tax Liabilities The Accountant The Management Vítor José Caetano de Sousa Jorge Manuel Soares Simões - Manager | Rogério Paulo Farinha Henriques Morato - Manager Sustainability Report 2009 | ENGLISH 221 PROFIT-AND-LOSS ACCOUNT BY NATURE Amounts stated in Euros Accounts Codes CEE POC (Chart of Accounts) 2.b) 3 3.a) 3.b) 62 Costs and losses External Services and Supplies Staffing Costs Remunerations Social Charges: Others Deprecs. of Tangible and Intangible Fixed Assets Taxes Other Operating Losses and Costs A 4.a) 5 5 2009 641+642 645/8 662+663 63 65 221.593,25 239.328,85 71.491,41 23.773,79 16.048,73 400,00 (A) 7 681+685+686+687+688 Interest and Similar Costs: Relating to Group Companies Others 4,48 14.654,50 (C) 10 69 Extraordinary Losses and Costs 8+11 86 Income Tax for the Financial Year 13 88 Net Result for the Financial Year 1 4 72 76 Income and gains Services Rendered Other operating Gains and Income 7 7811+7813+ 7818+785+786+ 787+788 (E) (G) B 667.778,44 16.395,49 (B) Other Interest and Similar Income Relating to Group Companies Others 13.100,69 79,32 (D) 9 79 Extraordinary Gains and Income (F) Summary. Operating Results: (B)-(A) Financial results: (D-B)-(C-A) Current results: (D)-(C) Pre-tax results: (F)-(E) Net Results for the Financial Year: (F)-(G) 2008 250.396,75 280.099,39 310.820,26 23.773,79 16.448,73 572.636,03 14.658,98 587.295,01 11,50 587.306,51 28.880,09 616.186,60 81.169,87 697.356,47 667.778,44 16.395,49 684.173,93 13.180,01 697.353,94 2,53 697.356,47 88.870,21 24.114,19 12.535,28 400,00 1.230,66 12.447,46 642.792,08 19.371,09 13.048,02 421,75 368.969,60 24.114,19 12.935,28 656.415,82 13.678,12 670.093,94 39,56 670.133,50 7.173,13 677.306,63 -1.062,71 676.243,92 642.792,08 19.371,09 662.163,17 13.469,77 675.632,94 610,98 676.243,92 111.537,90 -1.478,97 110.058,93 110.049,96 81.169,87 The Accountant The Management Vítor José Caetano de Sousa Jorge Manuel Soares Simões - Manager | Rogério Paulo Farinha Henriques Morato - Manager Sustainability Report 2009 | ENGLISH 5.747,35 -208,35 5.539,00 6.110,42 -1.062,71 222 ANNEX TO THE BALANCE SHEET AND THE PROFIT-AND-LOSS ACCOUNT Financial Year of 2009 (Information stated in Euros) 0 - NOTA INTRODUTÓRIA 0.1. Company: LUSISEG – Mediadores de Seguros, Lda. Registered Offices: Moninhos – Loures Date of Incorporation: November 23rd 1989 Activity: Insurance Mediators NIPC (corporation tax code): 502 274 085 The company belongs to the Luís Simões Group, its parent company being LS – Luís Simões SGPS, SA, just like the other group companies. 0.2. The Financial Statements were drawn up in accordance with the historic costs agreement, modified by the revaluation of tangible fixed assets and on an ongoing concern basis and in accordance with the basic accounting principles of consistency, prudence, accruals basis, substance over form and materiality. The same also relate to qualitative characteristics of relevance, reliability and comparability. 0.3. Those notes not mentioned do not apply to the Company or do not relate to materially relevant accounting events or did not occur in the financial year to which this annex relates. 3 - ACCOUNTING PRINCIPLES AND VALUATIION CRITERIA USED 3.1. Fixed Assets 3.1.1. Intangible Fixed Assets The Intangible Fixed Assets relate to the acquisition of an insurance portfolio and are valued at the cost of acquisition. Depreciations are calculated in accordance with the straight-line method according to the laws in force. 3.1.2. Tangible Fixed Assets Tangible Fixed Assets are recorded in the balance sheet, as in previous years, at the cost of acquisition, with the exception of assets revalued under the terms of the legislation published to this end. Depreciations are calculated in accordance with the straight-line and degressive method according to the laws in force. Sustainability Report 2009 | ENGLISH 3.2. Deferred taxes Deferred Taxes relate to the temporary differences between the amounts of the assets and liabilities for the purposes of accounting reporting and the respective amounts for the purposes of taxation. Deferred Tax Assets and Liabilities are calculated and valued using the taxation rates which are expected to be in force on the date of reversal of temporary differences. Since the financial year of 2007 the company has been included in the Special Taxation Regime of Company Groups (“RETGS”) led by the shareholder LS – Luís Simões, SGPS, S.A. 6 – DISSEMINATION OF THE MAIN COSTS (INCOME) COMPONENTS REGARDING TAXES The Company is subject to Corporation Tax (IRC) at the current rate of 25%, plus a maximum municipal surcharge of 1.5%, on taxable profit, attaining a total rate of 26.5%. Under the terms of article 81 of the CIRC, the Company is subject to autonomous taxation on a series of charges at the rates foreseen therein. As mention in Note 3.2., since the financial year of 2007 the Group companies have been included in the Special Taxation Regime for Company Groups (“RETGS”) under the terms of article 63 and the following articles of CIRC, led by the shareholder LS – Luís Simões, SGPS, S.A., meaning that the taxes calculated individually are reflected in the shareholder amount included in the item “Group Companies”. In accordance with the legislation in force, the tax returns are subject to revision and correction by the tax authorities during a period of four years (ten years for Social security until 200, inclusive, and five years as from 2001), unless there should be tax losses, or inspections, complaints or challenges are in progress, in which cases, depending on the circumstances, the timeframes are prolonged or suspended. 223 The reconciliation between the accounting result and the taxable result and between the current tax and the tax for the financial year on income is as follows: 2009 2008 The Company applied the provisions of Accounting Guideline no. 28 relating to the posting of Deferred Taxes. The movements occurring in the financial year as a result of the adoption of this new law as regards their nature and impact, are as follows: Current tax Pre-tax result Permanent differences Taxable result Tax losses (temporary difference) 110.049,96 6.110,42 7.599,96 0,00 -6.734,00 7.399,96 110.915,92 13.510,38 0,00 0,00 110.915,92 13.510,38 Opening balance Effect of the Financial Year Closing balance Deferred Tax Liabilities: Non-deductible depreciations 0,00 -2.013,99 -2.013,99 0,00 -2.013,99 -2.013,99 7 - MEAN NUMBER OF PEOPLE IN THE PAY OF THE COMPANY Employees ................................................................................ 10 Rate of tax 1,50% 1,50% 27.830,22 3.580,25 3.063,86 3.592,87 Autonomous taxations 38.000,00 0,00 0,00 0,00 38.000,00 38.000,00 0,00 0,00 0,00 38.000,00 60.344,46 0,00 0,00 0,00 60.344,46 359,08 0,00 0,00 0,00 359,08 60.703,54 0,00 0,00 0,00 60.703,54 18.952,60 0,00 0,00 -3.112,62 15.839,98 18.952,60 0,00 0,00 -3.112,62 15.839,98 Closing balance Municipal Surcharge 10 - MOVEMENTS OCCCURING IN THE ITEMS OF THE FIXED ASSETS INCLUDED ON THE BALANCE SHEET AND IN THE RESPECTIVE DEPRECIATIONS AND PROVISIONS GROSS ASSETS Transfers and write-offs 25,00% Disposals 25,00% Increases IRC (corporation tax) Opening balance 12,50% Items IRC (corporation tax) INTANGIBLE FIXED ASSETS Current Tax (I) 30.894,08 7.173,12 Deferred tax Use in the financial year Industrial Property and Other Rights TANGIBLE FIXED ASSETS -2.013,99 Administrative Equipment Other Tangible Fixed Assets Deferred tax (II) -2.013,99 0,00 FINANCIAL INVESTMENTS Income Tax for the Financial Year (I) + (II) 28.880,09 7.173,12 Sustainability Report 2009 | ENGLISH Securities and Other Financial Applications 224 DEPRECIATIONS AND PROVISIONS Opening balance Items Increase Adjust. Closing balance 40 - CLARIFICATION AND JUSTIFICATION OF THE MOVEMENTS OCCURRING IN THE FINANCIAL YEAR IN EACH OF THE EQUITY ITEMS INCLUDED ON THE BALANCE SHEET Industrial Property and Other Rights 9.499,95 7.599,96 0,00 17.099,91 51 Capital 9.499,95 7.599,96 0,00 17.099,91 57 Reserves 36.676,52 16.173,83 0,00 52.850,35 0,00 0,00 359,08 37.035,60 16.173,83 0,00 53.209,43 TANGIBLE FIXED ASSETS 571 Legal Reserves Administrative Equipment Other Tangible Fixed Assets 359,08 14 - OTHER INFORMATION RELATING TO FIXED ASSETS All Fixed Assets are allocated to company activity. 16 - TABLE REGARDING THE CONTROLLING AND AFFILIATE GROUP COMPANIES The Financial Statements of this company are included in the Consolidated Financial Statements of the following company: Business name: LS – Luís Simões, SGPS, S.A. Registered Offices: Moninhos – Loures NIPC (corporation tax code): 503 717 789 32 - GUARANTEES PROVIDED The company submitted promissory notes to third parties as the guarantee of payment of debts which as at December 31st 2009 stood at 7,359.83 euros. 88 Net Result for the Financial Year 49.880,00 19.009,76 0,00 0,00 19.009,76 174,69 0,00 0,00 174,69 (24.575,68) (8.615,22) 0,00 (33.190,90) (1.062,71) 81.169,87 (1.062,71) 81.169,87 44 - DISTRIBUTION OF THE NET VAUE OF SALES AND THE SERVICES RENDERED AS CALCULATED IN ITEMS 71 AND 72 Description Number % Stake in Capital % - 100 100 Voting Rights % 100 Sustainability Report 2009 | ENGLISH Amount Internal market 667.778,44 45 - FINANCIAL PROFIT-AND-LOSS ACCOUNT Costs and losses Financial results Shares Subscribed Closing balance 0,00 688 Other Financial Losses and Costs 37 - STAKE IN THE SUBSCRIBED CAPITAL OF EACH OF THE CORPORATE BODIES HOLDING AT LEAST 20% THEREIN LS – Luís Simões, SGPS, S.A. Results Carried Forward Reductions 0,00 574 Free Reserves 59 Increase 49.880,00 681 Interest paid 35 – SHARE CAPITAL The subscribed Capital has been fully paid up. Shareholder Opening balance Items INTANGIBLE FIXED ASSETS Income and gains 781 Interest earned 788 Other Financial Gains and Income Financial Years 2009 2008 12.643,72 11.378,19 2.015,26 2.299,93 (1.478,97) (208,35) 13.180,01 13.469,77 Financial Years 2009 2008 13.100,69 13.048,02 79,32 421,75 13.180,01 13.469,77 225 46 - EXTRAORDINARY PROFIT-AND-LOSS ACCOUNT Financial Years Costs and losses 2009 692 Bad debts 2008 0,00 698 Other Extraordinary Losses and Costs Extraordinary Results 38,34 11,50 1,22 (8,97) 571,42 2,53 610,98 Financial Years Income and gains 2009 798 Other Extraordinary Gains and Income 2008 2,53 610,98 2,53 610,98 48 - OTHER INFORMATION DEEMED RELEVANT A) Movement in Group and Associate Companies Items Amounts Receivables: Clients, c/a 409.212,88 Shareholders 258.096,21 Debts payable: Suppliers, c/a 8.727,56 Shareholders 30.894,08 Operating Costs 126.904,39 Financial Costs 4,48 Operating Income 288.151,34 Financial Income 13.100,69 The Accountant The Management Vítor José Caetano de Sousa Jorge Manuel Soares Simões - Manager Rogério Paulo Farinha Henriques Morato - Manager 226 Sustainability Report 2009 | ENGLISH LS - Gestão Empresarial e Imobiliária, S.A. A| MANAGEMENT REPORT ACTIVITY IN THE FINANCIAL YEAR The current framework of companies and businesses of the Luís Simões Group is characterised by the clear distinction between a structure which brings together all the business support operations, focused on the company LS – Gestão Empresarial e Imobiliária, and those companies solely geared towards the operation of the various business areas in which the Group is positioned. This Organisation has pursued the following objectives: ▪ Allowing each company to solely focus on the business, concentrating on the monitoring of clients, the winning over of new and bigger markets and the optimization of business operational management; ▪ To professionalise the management of all the business support services, serving as an element for collating knowledge and with the ability to transfer this knowledge amongst LS companies; ▪ To increase the competence of the services which do not constitute the Core Business of the Luís Simões Group, ensuring an increase in productivity and the capacity to absorb new activities, businesses or companies; ▪ To concentrate, optimise and make more flexible the use of the resources available which were spread amongst the various Group companies; having been submitted for licensing and the consultation was commenced for the construction works contract; ▪ The valuation of all the industrial real estate assets of the group, having established the terms for a possible placement on the market of the current real estate assets of Gaia; ▪ The carrying out of studies with a view to the possible creation of a Real Estate Investment Fund to support the financial requirements deriving from the new anticipated investments; ▪ Having monitored assets management from the proprietor’s perspective, having carried out those management actions falling within its competence and responsibility, to wit as regards maintenance, licensing and support in the resolution of specific situations deriving from the operation of assets. ECONOMIC AND FINANCIAL ANALYSIS In 2009 the Turnover for the company registered a positive evolution, growing by 15% and standing at 8 136 000 Euros. LSG solely provides its services to Group companies meaning that its sales derive from projects with the involvement of corporate resources. Evolution in Sales (Thousands Euros) 7.633 In addition, the company holds and manages the Real Estate Assets of the Luís Simões Group which has been assigned to the operating activities, as well as a series of real estate assets which are dispersed and of different types, acquired over the years. As regards the activity carried out during 2009 it is worth stressing: ▪ The search for new solutions for the carrying out of activities to the North of the country, having visited dozens of sites and maintained contacts with local governments and various investors. ▪ AThe acquisition of the site at Machaveiro for the construction of the Azambuja Transport Terminal. In addition, the project was completed, LS - Gestão Empresarial e Imobiliária, S.A. NIPC (corporate ID) n.º 502 626 976 | Share Capital: 5,000,000.00 Euros | Mat. n.º 502 626 976 CRC Loures | Moninhos 2671-951 Loures Sustainability Report 2009 | ENGLISH 8.136 7.989 7.086 2006 2007 2008 2009 The company closed the year with an EBITDA of 2 928 000 Euros, this being the highest in the last 4 years. This performance can not only be put down to the positive behaviour of sales, but also the strict control of some Costs items, to wit the item “External Services and Supplies”, with this having recorded a yearon-year fall of 26%. 227 Evolution in EBITDA (Thousands Euros) 4.000 2.868 3.000 2.000 2.928 2.287 1.423 1.000 0 2006 2007 2008 2009 In the increase in the Equity of LSG to 18 160 000 Euros is influenced by the Free Revaluation Reserves allocated to company real estate for the sum of 18 944 000 Euros, deducting the 3 832 000 Euros corresponding to Deferred Taxes. This free revaluation was carried out by an independent entity, CBRE CB Richard Ellis, in accordance with the criteria of the CMVM (Securities Market Commission). The Financial Autonomy and Solvency indices closed the year at 34% and 52%, these being the indicators of the financial soundness of the company. PROSPECTS FOR 2010 In 2010, LSG intends implement various projects with a view to increasing the productivity of the corporate areas and, consequently, that of the GLS companies to which it provides its services. Those projects most worthy of mention area: ▪ As regards Real Estate activity, the prospects for 2010 are focused on: ▪ The day-to-day management of existing assets; ▪ The continuation of initiatives conducive to the materialisation of the new investments in Gaia; ▪ The materialisation of a reference solution for Luís Simões’ activities in Madrid; ▪ At the start/completion of the works relating to the Azambuja Transport Terminal. ▪ Development of two projects with a major impact, not only by dint of the simplification of administrative tasks, but also because of the greater speed in access to information, either internally or in the relationship with suppliers. These projects are: ▪ Digitisation of invoices; ▪ Supplier Portal. ▪ Transposition of International Accounting Standards (NIC´s) to National Legislation; ▪ Implementation of indicators in the field of Human Resources which allow the Management analysis capacity to be boosted, providing to the various areas information so that the latter can act in due time. GOVERNING BODIES The Board of Directors José Luís Soares Simões Leonel Fernando Soares Simões Jorge Manuel Soares Simões Chairman / Managing Director Member Member Mesa da Assembleia Geral Clara Maria Campos Monteiro Ribeiro Isabel Maria Blazquez Pereira Silva Chairman Secretary Fiscal Único Ernst & Young Audit & Associados Rui Abel Serra Martins Permanent Member Alternate DISTRIBUTION OF RESULTS The company LS – Gestão Empresarial e Imobiliária, S.A. closed the financial year of 2009 with Net Results of 741,606.08 Euros. In view of the legal and statutory provisions applicable, the following distribution of results is proposed: Legal reserve Bonuses to employees Results Carried Forward Dividends 37.080,30 67.809,00 113.226,43 523.490,35 Moninhos, February 15th 2010 José Luís Soares Simões - Chairman Leonel Fernando Soares Simões - Member Sustainability Report 2009 | ENGLISH Jorge Manuel Soares Simões - Member 228 B| FINANCIAL STATEMENTS BALANCE SHEET Amounts stated in Euros 2009 Accounts Codes POC (Chart of Accounts) CEE 2008 Deprec. And Adjustments Gross Assets Net Assets Net Assets Assets C Fixed Assets II Tangible Fixed Assets: 1 421 Land and Natural Resources 10.157.302,28 1 422 Buildings and Other Constructions 58.498.390,53 2 423 Basic Equipment 2 424 Transport Equipment 3 425 Tools and Utensils 3 426 Administrative Equipment 3 429 Other Tangible Fixed Assets 4 441/6 Fixed Assets in Progress 10.157.302,28 4.741.799,48 19.076.473,63 39.421.916,90 13.320.025,09 754.032,59 646.703,99 107.328,60 137.574,55 312.000,03 188.500,02 123.500,01 201.500,02 61.297,33 60.844,02 453,31 284,16 3.145.565,43 2.476.763,21 668.802,22 598.856,50 802.571,01 686.960,72 115.610,29 131.167,67 71.397,10 14.197.902,78 50.666.310,71 33.329.110,25 1.065,00 2.505,00 1.065,00 2.505,00 382.300,48 382.300,48 381.800,48 1.088.212,03 1.088.212,03 7.652,86 1.470.512,51 389.453,34 987.430,87 987.430,87 876.707,56 0,00 0,00 48.448,46 14.962,36 14.962,36 523.369,61 1.002.393,23 1.448.525,63 71.397,10 73.802.556,30 III 23.136.245,59 Financial Investments: 5 4113+414+415 Securities and Other Financial Applications 1.065,00 1.065,00 D 0,00 Circulating Capital I Stocks: 3 33 3 32 Finished and Semi-finished Products Goods 1.470.512,51 II 0,00 Debts owed by Third Parties - Short Term: 1 211 Clients, c/a 4 24 State and Other Public Bodies 4 262+266+267+ Other Debtors 267+221 1.002.393,23 Sustainability Report 2009 | ENGLISH 0,00 229 IV Bank Deposits and Cash: Bank Deposits 12+13+14 Cash 11 E 187,05 187,05 231,25 10.103,30 10.103,30 11.249,02 10.290,35 10.290,35 11.480,27 177.921,17 177.921,17 180.281,52 31.192,04 31.192,04 68.037,40 209.113,21 209.113,21 248.318,92 53.359.685,01 35.429.393,41 Accruals and Deferrals 272 Deferred Costs 276 Deferred Tax Assets Total Depreciations 23.136.245,59 Total Adjustments 0,00 Total Assets 76.495.930,60 23.136.245,59 BALANCE SHEET (ctd.) Amounts stated in Euros Accounts Codes CEE 2009 POC (Chart of Accounts) 2008 Equity and Liabilities A Equity I 51 Capital 56 Revaluation Reserves IV 500.000,00 500.000,00 15.043.937,48 223.895,59 Reserves: 1 571 Legal Reserves 175.864,03 175.864,03 4 574 a 579 Other Reserves 897.536,67 897.536,67 Results Carried Forward 801.036,17 657.447,00 17.418.401,35 2.454.743,29 741.606,08 -113.226,43 18.160.007,43 2.341.516,86 V 59 Subtotal VI 88 Net Result for the Financial Year Total Equity Liabilities C Debts owed to Third Parties - medium and long-term 6 252 Group Companies 12.000.000,00 12.500.000,00 8 2611 Suppliers of Fixed Assets, c/a 13.071.878,49 13.833.773,37 25.071.878,49 26.333.773,37 Sustainability Report 2009 | ENGLISH 230 C Debts to Third Parties - Short Term 2 231+12 Debts to Credit Institutions 2.455.659,84 2.406.763,39 4 221 Suppliers, c/a 431.972,92 497.654,44 4 228 Suppliers - Invoices being Received and Conferred 5.638,80 53.208,63 6 252 Group Companies 526.789,32 1.119.187,16 8 2611 Suppliers of Fixed Assets, c/a 1.438.610,22 1.618.173,21 8 24 State and Other Public Bodies 314.929,80 286.031,98 8 262+263+264+265 Other Creditors 442.668,86 687,65 5.616.269,76 5.981.706,46 544.068,57 538.806,99 1.075,00 280,00 3.966.385,76 233.309,73 4.511.529,33 772.396,72 Total Liabilities 35.199.677,58 33.087.876,55 Total Equity and Liabilities 53.359.685,01 35.429.393,41 267+268+211 D Accruals and Deferrals 273 Cost Accruals 274 Deferred Income 276 Deferred Tax Liabilities The Accountant The Board Vítor José Caetano de Sousa José Luís Soares Simões - Chairman | Leonel Fernando Soares Simões - Member Member | Jorge Manuel Soares Simões - Member PROFIT-AND-LOSS ACCOUNT BY NATURE Amounts stated in Euros Accounts Codes 2009 CEE POC (Chart of Accounts) 2.a) 61 Cost of consumable supplies: 2.b) 62 External Services and Supplies 2008 Costs and losses A Goods 3 3.a) 41.084,93 41.084,93 58.499,39 1.669.980,68 58.499,39 2.262.577,87 Staffing Costs 641+642 3.b) Remunerations 2.394.515,15 2.463.850,62 Social Charges: 645/8 Others 4.a) 662+663 Deprecs. of Tangible and Intangible Fixed Assets 4.b) 666+667 Adjustments Sustainability Report 2009 | ENGLISH 1.009.644,74 3.404.159,89 1.619.140,14 0,00 782.544,62 3.246.395,24 1.050.253,96 1.619.140,14 331,54 1.050.585,50 231 5 63 Taxes 5 65 Other Operating Losses and Costs 101.568,52 7 681+685+686+ 0,00 (A) 108.752,59 101.568,52 1.061,50 6.835.934,16 109.814,09 6.727.872,09 Interest and Similar Cost: 687+688 Relating to Group Companies 431.929,32 Others 10 359.591,43 8+11 13 863.546,14 16.511,76 37.161,27 (E) 7.643.966,67 7.628.579,50 -74.949,35 -58.280,49 (G) 7.569.017,32 7.570.299,01 741.606,08 -113.226,43 8.310.623,40 7.457.072,58 Net Result for the Financial Year 88 B 61.358,98 7.627.454,91 Income Tax for the Financial Year 86 791.520,75 (C) Extraordinary Losses and Costs 69 802.187,16 7.591.418,23 Income and gains 1 Sales: 71 Goods 1 Services Rendered 4 72 Supplementary Income 4 73 Reversals of Depreciations and adjustments 77 7 11.904,68 8.124.025,57 8.135.930,25 8.774,88 331,54 (B) 7811+7813+7814+ 7818+785+786+ 787+788 17.678,18 7.068.499,23 7.086.177,41 9.172,37 9.106,42 5.165,72 8.145.036,67 14.338,09 7.100.515,50 Other Interest and Similar Income Others 496,78 (D) 496,78 7.553,31 7.553,31 8.145.533,45 7.108.068,81 165.089,95 349.003,77 8.310.623,40 7.457.072,58 1.309.102,51 372.643,41 -791.023,97 -855.992,83 Current Results: (D)-(C) 518.078,54 -483.349,42 Pre-tax Results: (F)-(E) 666.656,73 -171.506,92 Net Result for the Financial Year: (F)-(G) 741.606,08 -113.226,43 9 79 Extraordinary Gains and Income (F) Summary. Operating Results: (B)-(A) Financial results: (D-B)-(C-A) The Accountant The Board Vítor José Caetano de Sousa José Luís Soares Simões - Chairman | Leonel Fernando Soares Simões - Member Member | Jorge Manuel Soares Simões - Member Sustainability Report 2009 | ENGLISH 232 ANNEX TO THE BALANCE SHEET AND THE PROFIT-AND-LOSS ACCOUNT Financial Year of 2009 (Information stated in Euros) 0 - INTRODUCTORY NOTE 0.1. Company: LS – Gestão Empresarial e Imobiliária, S.A. Registered Offices: Moninhos – Loures Date of Incorporation: September 17th 1991 Activity: Purchase, Sale, Resale, Operation and Administration of Real Estate and the Rendering of Services in the Business Management Area. NIPC (corporation tax code): 502 626 976 to this end or free revaluations. Depreciations are calculated in accordance with the straight-line method according to the laws in force. 3.2.3. Financial Investments The Financial Investments are shown on the balance sheet at the cost of acquisition. 3.3. Deferred taxes Deferred Taxes relate to the temporary differences between the amounts of the assets and liabilities for the purposes of accounting reporting and the respective amounts for the purposes of taxation. Deferred Tax Assets and Liabilities are calculated and valued using the taxation rates which are expected to be in force on the date of reversal of temporary differences. The company belongs to the Luís Simões Group, its parent company being LS – Luís Simões SGPS, SA, just like the other group companies. 0.2. The Financial Statements were drawn up in accordance with the historic costs agreement, modified by the revaluation of tangible fixed assets and on an ongoing concern basis and in accordance with the basic accounting principles of consistency, prudence, accruals basis, substance over form and materiality. The same also relate to qualitative characteristics of relevance, reliability and comparability. 0.3. Those notes not mentioned do not apply to the Company or do not relate to materially relevant accounting events or did not occur in the financial year to which this annex relates. 3 - ACCOUNTING PRINCIPLES AND VALUATIION CRITERIA USED 3.1. Stocks 3.1.2. Goods These are valued at the price of acquisition, adopting the weighted average cost as the costing method for outgoings. 3.1.3. Finished Products These are valued at the cost of production. 3.2. Fixed Assets 3.2.2. Tangible Fixed Assets Tangible Fixed Assets are recorded on the balance sheet at the cost of acquisition, with the exception of assets revalued under the terms of the legislation published Sustainability Report 2009 | ENGLISH 6 – DISSEMINATION OF THE MAIN COSTS (INCOME) COMPONENTS REGARDING TAXES The Company is subject to Corporation Tax (IRC) at the current rate of 25%, plus a maximum municipal surcharge of 1.5%, on taxable profit, attaining a total rate of 26.5%. Under the terms of article 81 of the CIRC, the Company is subject to autonomous taxation on a series of charges at the rates foreseen therein. In accordance with the legislation in force, the tax returns are subject to revision and correction by the tax authorities during a period of four years (ten years for Social security until 2000, inclusive, and five years as from 2001), unless there should be tax losses, or inspections, complaints or challenges are in progress, in which cases, depending on the circumstances, the timeframes are prolonged or suspended. 233 The Income Tax recorded in this financial year basically corresponds to: 2009 The movements occurring in the financial year as a result of the adoption of this new law as regards their nature and impact, are as follows: 2008 Description Current tax Pre-tax result 666.656,73 -171.506,92 Deferred Tax assets: Temporary differences 440.052,27 275.701,88 Fiscal Loss 2008 Permanent differences -165.683,10 -104.194,96 Tax Breaks - SIFIDE 941.025,90 0,00 Taxable result Opening balance Effect of the Financial Year Closing balance 68.037,40 -68.037,40 0,00 0,00 31.192,04 31.192,04 68.037,40 -36.845,36 31.192,04 34.067,40 -18.576,78 15.490,62 199.242,33 -26.615,58 172.626,75 0,00 3.758.142,71 3.758.142,71 0,00 20.125,68 20.125,68 233.309,73 3.733.076,03 3.966.385,76 Deferred Tax Liabilities: Deduction of tax losses (temporary difference) -272.095,48 668.930,42 0,00 Rate of tax Real Estate Leaseback IRC (corporation tax) 12,50% IRC (corporation tax) 25,00% 25,00% 1,50% 1,50% 179.785,49 0,00 Municipal Surcharge Use of Tax Break Free Revaluation Reserve for Real Estate LSG-Edifícios Non-deductible depreciations -165.670,11 Autonomous taxations Current Tax 40% of the Revaluation Reserves not realised (I) 8.425,81 10.698,26 22.541,19 10.698,26 -48.589,99 -68.978,75 7 - MEAN NUMBER OF PEOPLE IN THE PAY OF THE COMPANY Employees ................................................................................ 76 Deferred tax Use in the financial year Adjustment for Deferred Taxes from previous years, alteration to IRC rates Tax Break-SIFIDE Deferred tax Income Tax for the Financial Year -17.722,05 -31.178,51 (II) -97.490,55 -68.978,75 (I) + (II) -74.949,36 -58.280,49 234 Sustainability Report 2009 | ENGLISH 10 - MOVEMENTS OCCCURING IN THE ITEMS OF THE FIXED ASSETS INCLUDED ON THE BALANCE SHEET AND IN THE RESPECTIVE DEPRECIATIONS AND PROVISIONS GROSS ASSETS Items Opening balance Revaluation/ adjustment Increases Disposals Transfers and write-offs Closing balance TANGIBLE FIXED ASSETS Land and Natural Resources Buildings and Other Constructions 4.741.799,48 4.481.789,16 23.619.915,16 22.082.027,41 Basic Equipment 754.032,59 Transport Equipment 312.000,03 Tools and Utensils 144.972,23 321.726,48 1.255.440,12 10.157.302,28 284.439,61 12.935.915,34 58.498.390,53 754.032,59 312.000,03 60.643,52 Administrative Equipment Other Tangible Fixed Assets Fixed Assets in Progress 653,81 61.297,33 3.173.094,22 331.972,99 16.234,70 -343.267,08 3.145.565,43 800.920,09 4.449,73 2.145,00 -653,81 802.571,01 14.197.902,78 47.660.307,87 64.849,78 26.563.816,57 546.244,73 624.545,79 -14.191.355,46 71.397,10 -343.267,08 73.802.556,30 FINANCIAL INVESTMENTS Securities and Other Financial Applications 2.505,00 1.440,00 2.505,00 0,00 0,00 1.065,00 1.440,00 0,00 1.065,00 DEPRECIATIONS AND PROVISIONS Items Opening balance Revaluation Increase Adjustments Closing balance TANGIBLE FIXED ASSETS Buildings and Other Constructions 10.229.890,07 7.619.520,14 1.234.265,98 -77.202,56 19.076.473,63 Basic Equipment 616.458,04 30.245,95 646.703,99 Transport Equipment 110.500,01 78.000,01 188.500,02 60.359,36 484,66 60.844,02 2.574.237,72 258.153,21 Tools and Utensils Administrative Equipment Other Tangible Fixed Assets 669.752,42 14.331.197,62 12 - INDICATION OF THE LAWS ON WHICH THE REVALUATION OF TANGIBLE FIXED ASSETS OR FINANCIAL INVESTMENTS WAS BASED a) The Tangible Fixed Assets was revalued, being based on the provisions of Statute Law no.31 enacted on 11/02/98; Sustainability Report 2009 | ENGLISH 7.619.520,14 -355.627,72 2.476.763,21 17.990,33 -782,03 686.960,72 1.619.140,14 -433.612,31 23.136.245,59 b) The buildings of the company were subject to a free revaluation in accordance with the valuation made at the end of March 2009 by an independent entity. 235 13 - ITEMISATION OF REVALUATIONS Items Historic Costs (a) Revaluations (a) (b) Revalued book values (a) TANGIBLE FIXED ASSETS Land and Natural Resources Buildings and Other Constructions 5.541.026,46 4.586.373,49 10.127.399,95 27.310.830,85 14.174.910,58 41.485.741,43 32.851.857,31 18.761.284,07 51.613.141,38 (a) Net of depreciations (b) They include the successive revaluations 14 - OTHER INFORMATION RELATING TO FIXED ASSETS The Fixed Assets are allocated to company activity. 15 - INDICATION OF THE ASSETS USED ON A LEASING BASIS, MENTIONING THE RESPECTIVE BOOK VALUES Net Fixed Assets Description Land and Natural Resources Value of debt Short-term Medium and long-term 21 - BREAKDOWN IN CIRCULATING ASSETS ITEMS ADJUSTMENTS 2.147.460,20 Buildings and Other Constructions 16 - TABLE REGARDING THE CONTROLLING AND AFFILIATE GROUP COMPANIES The Financial Statements of this company are included in the Consolidated Financial Statements of the following company: Business name: LS – Luís Simões, SGPS, S.A. Registered Offices: Moninhos – Loures NIPC (corporation tax code): 503 717 789 12.175.634,01 Items 14.323.094,21 14.395.140,50 1.323.262,01 13.071.878,49 Debt at over one year is staggered as follows over time: Opening balance Value of debt 2011 1.339.609,48 2012 1.355.806,93 2013 1.372.962,48 2014 1.389.925,47 2015 1.407.101,74 2016 1.424.335,44 2017 1.442.183,26 2018 1.460.070,95 2019 1.879.882,74 13.071.878,49 Sustainability Report 2009 | ENGLISH Reversal Closing balance Debts owed by Third Parties: Bad Debt Clients 331,54 331,54 Years Increase 0,00 331,54 0,00 331,54 0,00 23 - TOTAL VALUE OF BAD DEBTS IN EACH OF THE ITEMS OF DEBTS OWED BY THIRD PARTIES INCLUDED ON THE BALANCE SHEET Bad debt clients........................................................................0,00 25 - TOTAL AMOUNT OF ACTIVE AND PASSIVE DEBTS RELATING TO COMPANY STAFF Active Debts (Accounts 2624/2627)..............................................656,10 Passive Debts (Accounts 2629)....................................................275,28 236 29- VALUE OF THE DEBTS TO THIRD PARTIES OWED FOR OVER FIVE YEARS Balance Sheet Items 37 - STAKE IN THE SUBSCRIBED CAPITAL OF EACH OF THE CORPORATE BODIES HOLDING AT LEAST 20% THEREIN Debts of 1 to 5 years (Medium-term) Debts of over 5 years (Long-term) 5.458.304,36 7.613.574,13 13.071.878,49 LS – Luís Simões, SGPS, S.A.(*) 5.458.304,56 7.613.574,13 13.071.878,49 (*) On 30/12/2009 LS-SGPS, SA acquired 51% of the Capital, thereafter wholly owning the company. Suppliers of Fixed Assets (Lessors) Total Shares Subscribed Shareholder Number % Stake in Capital% Voting Rights % 100.000 100 100 100 39-VARIATIONS IN REVALUATION RESERVES OCCURRING IN THE FINANCIAL YEAR In addition, the company submitted promissory notes to third parties as the guarantee of payment of debts which as at December 31st 2009 stood at 16,848,197.79 euros. 35 – SHARE CAPITAL The subscribed Capital has been fully paid up. No. Shares 232.895,59 -10.853,43 213.042,16 Free 18.944.296,43 -3.832.564,43 -280.836,68 14.830.895,32 Total 232.895,59 18.944.296,43 -3.832.564,43 -291.690,11 15.043.937,48 40 - ECLARIFICATION AND JUSTIFICATION OF THE MOVEMENTS OCCURRING IN THE FINANCIAL YEAR IN EACH OF THE EQUITY ITEMS INCLUDED ON THE BALANCE SHEET 36 - NUMBER OF SHARES OF EACH CATEGORY INTO WHICH THE CAPITAL OF THE COMPANY IS DIVIDED AND ITS NOMINAL VALUE Category Statute Law no.31/98 Closing balance Bank Results Carried Forward Posting of Surpluses DUARTE & MARQUES, LDA Deferred taxes 512.500,00 Increase in Capital Guarantee Type Coverage of Losses Beneficiary Entity Formation in the financial year Banco Espírito Santo Amount Opening balance Guarantor Distribution in the financial year Revaluation reserve 32 - GUARANTEES PROVIDED Nominal amount Total amount Items 51 Capital 56 Revaluation Reserves Opening balance Increase Reductions 500.000,00 223.895,59 Closing balance 500.000,00 18.944.296,43 4.124.254,54 15.043.937,48 57 Reserves: A – Nominative 90.000 5,00 € 450.000,00 B – Bearer 10.000 5,00 € 50.000,00 100.000 500.000,00 571 Legal Reserves 175.864,03 175.864,03 574 Free Reserves 873.770,99 873.770,99 23.765,68 23.765,68 575 Subsidies 59 Results Carried Forward 88 Net results Sustainability Report 2009 | ENGLISH 657.447,00 291.690,11 148.073,94 801,063,17 -113.226,43 741.606,08 -113.226,43 741.606,08 237 41 - STATEMENT OF THE COST OF THE CONSUMABLE SUPPLIES 45 - FINANCIAL PROFIT-AND-LOSS ACCOUNT Costs and losses Movements Initial stocks Consumable supplies Goods 681 Interest paid 7.652,86 Purchases 1.121.644,10 688 Other Financial Losses and Costs Financial results 41.084,93 0,00 Income and gains 42 - STATEMENT OF VARIATION IN PRODUCTION Movements Final stocks Finished and Semi-finished Products Initial stocks Byproducts, Wastage and Scrap Products and Works in Progress 1.844,90 -791.023,97 -855.992,83 496,78 7.553,31 Financial Years 2009 2008 80,90 5.195,14 786 Prompt payment discounts obtained 788 Other Financial Gains and Income 40,22 456,56 2.277,27 496,78 7.553,31 46 - EXTRAORDINARY PROFIT-AND-LOSS ACCOUNT 500,00 0,00 0,00 43 - REMUNERATIONS ASSIGNED TO THE MEMBERS OF THE GOVERNING BODIES WHICH ARE RELATED WITH THE EXERCISING OF THE RESPECTIVE FUNCTIONS Costs and losses 691 Donations Governing Bodies Remunerations Assigned to the Current members The Board 301.736,16 692 Bad debts Extraordinary results Income and gains 794 Gains in fixed assets 6.944.250,50 External market 1.191.679,75 Total 8.135.930,25 Sustainability Report 2009 | ENGLISH 2008 1.220,00 331,54 5.228,09 14.819,34 30.681,53 28,54 Other Extraordinary Losses and Costs 44 - DISTRIBUTION OF THE NET VAUE OF SALES AND THE SERVICES RENDERED AS CALCULATED IN ITEMS 71 AND 72 Internal market 2009 695 Fines and penalties 698 Amount Financial Years 1.360,00 694 Losses in fixed assets Description 861.676,60 4.907,36 785 Forex gains 0,00 381.800,48 Increase/ Reduction in the Financial Year 786.613,39 783 Income from real estate 382.300,48 Stock adjustment 2008 24,64 1.088.212,03 Costs in the financial year 2009 685 Forex losses Stock adjustment Final stocks Financial Years 795 Contractual Penalties and Benefits 797 Corrections Relating to Previous Financial Years 798 Other Extraordinary Gains and Income 0,88 3,11 148.578,19 311.842,50 165.089,95 349.003,77 Financial Years 2009 86.668,79 2008 348.665,56 5.150,27 238 72.573,40 697,49 338,21 165.089,95 349.003,77 financial year of 2006 a tax saving of 81,083.48 €, in the financial year of 2007 of 167,164.76 € and in the financial year of 2009 of € 165,670.11. 48 - OTHER INFORMATION DEEMED RELEVANT A) Movement in Group and Associate Companies Items Amounts Receivables: Clients, c/a 987.001,63 Debts payable: Suppliers, c/a The Accountant The Board Vítor José Caetano de Sousa José Luís Soares Simões - Chairman Leonel Fernando Soares Simões - Member Jorge Manuel Soares Simões - Member 22.902,40 Shareholders 12.526,789,32 Operating Costs 89.146,68 Financial Costs PROFIT-AND-LOSS ACCOUNT BY FUNCTION 431.929,32 Operating Income 8.132.481,62 Extraordinary Income 607.140,00 Items Sales and services rendered B) Total R&D effort amounts R&D Investment Summary Items C. Staff 232.444,24 179.311,57 87.211,61 74.236,42 Fixed Assets 0,00 0,00 Stake in Capital 0,00 15.000,00 319.655,85 268.547,99 General Costs Total R&D Investment -5.061.700,47 -4.438.967,25 3.074.229,78 2.647.210,16 174.693,15 370.895,17 -1.674.005,93 -2.167.803,19 -121.646,88 -160.132,46 1.453.270,12 690.169,68 -786.613,39 -861.676,60 666.656,73 -171.506,92 Taxes on current results 77.194,94 58.280,49 Current results after tax 743.850,67 -113.226,43 Net results 743.850,67 -113.226,43 7,44 -1,13 Other Operating Gains and Income Administrative Costs Other Operating Losses and Costs Operating Results Net cost of financing Current Results Volume of Sales Staffing Costs 8.135.930,25 3.404.159,89 7.086.177,41 3.246.395,24 Results per Share The amounts recorded for 2009 refer to R&D expenses related with the Information Systems Management supporting the various group projects. c)SIFIDE In the context of the candidature to the R&D Tax Incentives System (SIFIDE) – Statute Law no. 40 enacted on August 3rd 2005, the company obtained in the Sustainability Report 2009 | ENGLISH 2008 7.086.177,41 Gross results 2008 2009 8.135.930,25 Cost of sales and services rendered 2009 Financial Year The Accountant The Board Vítor José Caetano de Sousa José Luís Soares Simões - Chairman Leonel Fernando Soares Simões - Member Jorge Manuel Soares Simões - Member 239 Amounts stated in Euros CASH FLOW STATEMENT Direct method OPERATING ACTIVITIES 2009 2008 Receipts from Clients Receipts from Clients 9.844.672,20 Receipts from other Clients 14.093,00 8.835.146,14 9.858.765,20 10.970,38 8.846.116,52 Payments to Suppliers Payments to Group suppliers -332.930,49 Payments to other Suppliers -2.579.728,33 -385.124,27 -2.912.658,82 -2.596.717,07 -2.981.841,34 Payments to Staff Remunerations -2.416.638,86 Advances to Staff -2.158.526,88 0,00 Other Payments to Staff -9.640,66 Flow Generated by the Operations -730,80 -2.426.279,52 -8.956,48 4.519.826,86 -2.168.214,16 3.696.061,02 PAYMENT / RECEIPT OF IRC Advance and special tax payments 0,00 Return of IRC 49.020,40 -57.865,08 49.020,40 15.227,90 -42.637,18 OTHER RECEIPTS RELATING TO OPERATING ACTIVITY Receipts from Other Debtors Receipts from Other Creditors 2.617,17 7.669,79 465,30 505,08 Receipts from Other Taxes 3.082,47 8.174,87 OTHER PAYMENTS RELATING TO OPERATING ACTIVITY Payments to Other Debtors Payments to Other Creditors Settlement of VAT -90.653,64 -176.713,39 -6.163,22 -24.763,24 -1.025.126,28 -895.516,62 Settlement of Withholdings at Source -435.199,45 -451.855,68 Payments of TSU (single social charge) -728.984,66 -677.078,71 Payments from Other Taxes -102.296,62 Flow Generated Before Extraordinary Items -2.388.423,87 -158.226,84 2.183.505,86 -2.384.154,48 1.277.444,23 RECEIPTS RELATED WITH EXTRAORDINARY ITEMS Compensation of Claims Receipts of Contractual Penalties 5.150,27 Other Extraordinary Receipts 80,04 Sustainability Report 2009 | ENGLISH 5.230,31 244,91 244,91 240 PAYMENTS RELATED WITH EXTRAORDINARY ITEMS Donations -360,00 -1.220,00 Payments of fines and penalties 0,00 -28,54 Other Extraordinary Payments 0,00 Flow Generated from Extraordinary Activity (1) FLOWS FROM OPERATING ACTIVITIES -360,00 0,01 -1.248,53 4.870,31 -1.003,62 2.188.376,17 1.276.440,61 RECEIPTS FROM: Tangible Fixed Assets 1.111.205,50 Interest and Similar Income 456,56 0,00 1.111.662,06 4.625,14 4.625,14 PAYMENTS RELATING TO: Tangible Fixed Assets – group companies -88,32 -1.948,68 Tangible Fixed Assets - Other Companies -1.018.982,35 -359.146,89 -1.019.070,67 Total Tangible Fixed Assets (2) FLOWS FROM INVESTMENT ACTIVITIES -1.019.070,67 -361.095,57 92.591,39 -361.095,57 -356.470,43 RECEIPTS FROM: Loans obtained from Group Companies 10.025.000,00 Loans Obtained from Others 5.305.000,00 0,00 10.025.000,00 Total Loans Obtained 600.000,00 10.025.000,00 5.905.000,00 5.905.000,00 PAYMENTS RELATING TO: Loans obtained from Group Companies -10.747.140,00 -5.845.000,00 -10.747.140,00 -5.845.000,00 Repayments of Leasing Contracts -397.384,79 -462.061,57 Interest and Similar Costs -409.341,98 -718.491,41 Interest from Loans Obtained -802.187,16 Total Loans Obtained Dividends (3) 0,00 FLOW FROM FINANCING ACTIVITIES Variation in Cash and its Equivalents (1)+(2)+(3) (1)+(2)+(3) -666.134,51 -12.356.053,93 -546.275,34 -8.237.962,83 -2.331.053,93 -2.332.962,83 -50.086,37 -1.412.992,65 Cash and its Equivalents at the Start of the Period -2.395.283,12 -982.290,47 Cash and its Equivalents at the End of the Period -2.445.369,49 -2.395.283,12 241 Sustainability Report 2009 | ENGLISH ANNEX TO THE CASH FLOW STATEMENT 2- ITEMISATION OF THE CASH AND ITS EQUIVALENTS COMPONENTS RECONCILING THE AMOUNTS SHOWN IN THE CASH FLOW STATEMENT WITH THE ITEMS OF THE BALANCE SHEET C| REPORT AND OPINION OF THE SINGLE AUDITOR AND REGISTERED AUDITORS’ REPORT Ernst & Young Audit & Associados - SROC, S.A. Avenida da República, 90-6° 1600-206 Lisboa, Portugal Telf: +351 217 912 000 Fax: +351 217 957 586 www.ey.com Amounts stated in Euros Description Cash Immediately mobilisable bank deposits 2009 2008 10.103,30 11.249,02 187,05 231,25 Dear Shareholders, Cash equivalents: Cash and its Equivalents (Overdrafts) | REPORT AND OPINION OF THE SINGLE AUDITOR -2.455.659,84 -2.406.763,39 The Accountant The Board Vítor José Caetano de Sousa José Luís Soares Simões - Chairman Leonel Fernando Soares Simões - Member Jorge Manuel Soares Simões - Member In compliance with the legal provisions and the Company’s Articles of Association, it is incumbent on us to issue the annual report on the audit of the Company LS – Gestão Empresarial e Imobiliária, S.A., regarding the financial year ended on 31 December 2009, and issue an Opinion on the report, accounts and the proposal for the allocation of the profits presented by the Board of Directors. In the course of the financial year and as part of our appointed duties, we carried out, with satisfactory results and with the frequency and extent deemed most adequate, a general audit of all accounting procedures, as well as surveys of their corresponding records and other probative elements. The Board of Directors’ report explains the orientation of the Company’s policy during the financial year, as well as the policy proposal for 2010 financial year. The Balance Sheet, Income Statements, Cash Flow Statement and their respective Annexes, respecting all legal requirements, reflect the position of the accounting records at the end of the financial year and attest to the Company’s financial situation. The valuation criteria used for the preparation of accounts are laid down in the Annex to the Balance Sheet and to the Income Statements and the Cash Flow Statement, and lead to a suitable assessment of company assets All regulatory formalities as well as those from the Articles of Association with regards to the accountability and auditing of the Company were complied, whereby we issue the following Opinion, which shall be presented to shareholders and published as Sustainability Report 2009 | ENGLISH 242 required by law: Ernst & Young Audit & Associados - SROC, S.A. Avenida da República, 90-6° 1600-206 Lisboa, Portugal Telf: +351 217 912 000 Fax: +351 217 957 586 www.ey.com Opinion of the Single Auditor Dear Shareholders, We have audited the company Distribuição Luís Simões, S.A., in accordance with article 420 of the Code of Commercial Companies and the company’s Articles of Association, the results of which lead us to opine as follows: (a) The Management Report and the Accounts for the financial year of 2009 should be approved; (b) The Board of Directors’ proposal on the allocation of the profits of the financial year should be approved. Lisbon, 25 May 2010 | REGISTERED AUDITORS’ REPORT Introduction 1. We have audited the financial statements of LS – Gestão Empresarial e Imobiliária, S.A., which comprise the Balance Sheet as at 31 December 2009 (reflecting a total of 53.359.685 Euros and total equity of 18.160.007 Euros, including a net profit of 741.606 Euros) the Income Statement by Natures and By Functions and the Cash Flow Statement for the year then ended, and the related Annexes. Responsibilities The Single Auditor Ernst & Young Audit & Associados - Sroc, S.A. Independent Registered Auditors Firm (No. 178) Represented by: 2. The Board of Directors is responsible for preparing the financial statements giving a true and fair view of the Company’s financial position, the profits of its operations and cash flows, as well as for adopting appropriate accounting policies and criteria and keeping an appropriate internal control system. 3. Our responsibility is to express a professional and independent opinion based on our audit to those financial statements. Scope Paulo Jorge Luís Da Silva (Registered Auditor No. 1334) Public Company – Share Capital 1,105,000 Euros – registered on the Portuguese Board of Registered Auditors under No. 178 – Registered on CMVM (Portuguese Securities Market Commission) under No. 9011 – Tax Payer No. 505 988 283 – Registered on Lisbon Companies Registry under No. 505 988 283 – A member firm of Ernst & Young Global Limited Sustainability Report 2009 | ENGLISH 4. We conducted our audit in accordance with the Technical Standards and Guidelines of Revision/Audit of the Portuguese Board for Registered Auditors, which require the planning and performance of the audit so as to obtain reasonable assurance that the consolidated financial statements are free from material misstatements. In order to do so, the audit included: - the examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements and the assessment of the estimates based on judgements and criteria made by the Board of Directors and used in the preparation of the financial statements; - the assessment of whether the adopted accounting policies and their disclosure are appropriate to the company’s circumstances; - examination of the applicability of the principle of continuity; and - evaluation of the overall adequacy of the presentation of information in the financial statements. 243 5. The audit also included our opinion on whether the information given in the Management Report is consistent with the financial statements. 6.We believe that the audit carried out provides an acceptable basis for expressing our opinion. Opinion 7. In our opinion, the financial statements give a true and fair view, in all aspects materially relevant, of the state of LS – Gestão Empresarial e Imobiliária, S.A. affairs as at 31 December 2009, the profits of its operations and cash flows for the financial year then ended, in accordance with the accounting principles generally accepted in Portugal. Lisbon, 25 May 2010 Ernst & Young Audit & Associados - SROC, S.A. Independet Registered Auditors Firm (No. 178) Represented by: Paulo Jorge Luís Da Silva (Registered Auditor No. 1334) 244 Public Company – Share Capital 1,105,000 Euros – registered on the Portuguese Board of Registered Auditors under No. 178 – Registered on CMVM (Portuguese Securities Market Commission) under No. 9011 – Tax Payer No. 505 988 283 – Registered on Lisbon Companies Registry under No. 505 988 283 – A member firm of Ernst & Young Global Limited Sustainability Report 2009 | ENGLISH Solmoninhos - Consultoria, Gestão e Execução Imobiliária, Lda A| MANAGEMENT REPORT ACTIVITY IN THE FINANCIAL YEAR Company activity, solely focused on real estate promotion projects for the housing sector, was adjusted to the trend observed during 2009, having been regarded by the analysts as the worst ever, with the majority of activity sectors ending the year with low performance levels. The alteration to consumer habits to be found in the type and quality of the ventures, the excessive supply evident in the North/West corridor and the difficulties inherent in a market with limited demand have entailed the adoption of a conservative strategy, solely carrying out that which is necessary to settle those matters involving licensing pending and in the quest for solutions which better suit the demand profile. Hence, in the context of the duties of the company and as regards those projects which it has been undertaking, the following are worthy of mention: ▪ The obtaining of the approval of the Roussada Project by Mafra City Council. In addition, studies were carried out with a view to transforming the construction project into a plot allocation and establishing the conditions to adapt the existing project to the new demand profile. In early 2010 the alteration to the project was contractualised and submitted to the real estate mediation company for commercialisation; ▪ The request to extend the deadline for the start of the construction relating to the project K1/k17 (Covas / Covão Pequeno), having also consulted designers for a possible adaptation of the existing project. The current market conditions and the size of the infrastructures and their connection to the K16 project (Eira Velha) dictated the need to extend this deadline; ▪ As regards the K16 project, endeavours were made with a view to obtaining the licensing of the plot allocation, having observed the need to make Solmoninhos - Consultoria, Gestão e Execução Imobiliária, Lda NIPC (corporate ID) n.º 504 862 332 | Share Capital: 250,000.00 Euros | Mat. n.º 504 862 332 CRC Loures | Moninhos 2671-951 Loures Sustainability Report 2009 | ENGLISH major alterations to the respective project. The contractualisation of a new designer is in progress, with the resolution of the licensing of this project being one of the main activities of the company for 2010. ▪ Having obtained the licensing of the plot allocation and of the Villas of Plots 18, 23 and 40 of Quinta da Peça. In addition to the current activities, 2009 was characterised by a major alteration to the asset structure of Luís Simões, with Solmoninhos having assumed in more sustained fashion the role as a company promoting real estate and making a return on non-strategic group assets. ECONOMIC AND FINANCIAL ANALYSIS During 2009 the company acquired a series of relevant assets made up of constructed and residential real estate constructed and under construction, real estate of Services under operation inside and outside the Group and a series of Agricultural and Urbanisable properties essentially focusing on Moninhos. All this real estate was previously held by entities related with the exception of the site of Machaveiro in Azambuja which corresponded to a Medium and Longterm business opportunity, constituting a provision for any intra or extra Group future needs. Total Assets (Thousands Euros) 480 484 2007 2008 2.319 369 2006 2009 245 The financial package of this structural operation was an amount of over 1 800 000 Euros, with the company having been endowed with the necessary financial resources, thereby allowing the future development of its activities with a sound capital structure, suited to the type of assets held and fostering the objectives set. As regards the financial indicators of the company, they endow a balanced financial structure with a Financial Autonomy of 38% and a Solvency Ratio of 61%. PROSPECTS FOR 2010 2010 shall constitute a reference year for the company in this new cycle which is now commencing. The external surroundings shall continue to impose added care as regards the volume and type of the investments to be made, requiring greater creativity in the search for solutions, adapting them to the new circumstances. The relative quality and quantity of the assets in the possession of the company along with the particularly different market juncture do not recommend the development of investments whose associated market risk and profitability do not fit in with the profile of Solmoninhos. In this way, as regards all the assets held, it is intended to maintain a stable work rate in line with the objectives and strategy set out, with no major investments being foreseen during 2010. As regards the activities foreseen for 2010, with major asset implications, the following is highlighted: GOVERNING BODIES The Board of Directors Jorge Manuel Soares Simões José Luís Soares Simões Leonel Fernando Soares Simões General Meeting Board Clara Maria Campos Monteiro Ribeiro Isabel Maria Blazquez Pereira Silva Manager Manager Manager Chairman Secretary DISTRIBUTION OF RESULTS The company Solmoninhos – Consultoria, Gestão e Execução Imobiliária, Lda. closed the financial year of 2009 with negative Net Results of 33,081.17 Euros. In view of the legal and statutory provisions applicable, the following distribution of results is proposed: Results Carried Forward -33.081,17 Moninhos: February 15th 2010 Jorge Manuel Soares Simões - Manager José Luís Soares Simões - Manager Leonel Fernando Soares Simões - Manager ▪ As regards the Roussada project, the adaptation of the project to the new market reality was carried out and it was commercialized with the reference entity in the area. It is expected that by the end of the year it will be managed to contractualise the sale of this site and the associated project, with the date of the respective deed being dependent on the type of business which is materialised; ▪ Carrying out of studies for the development/adaptation of new and existing projects. 246 Sustainability Report 2009 | ENGLISH B| FINANCIAL STATEMENTS BALANCE SHEET 2009 Accounts Codes POC (Chart of Accounts) CEE Amounts stated in Euros 2008 Deprec. And Adjustments Gross Assets Net Assets Net Assets ASSETS III Financial Investments: 5 4113 + 414 + 415 D Securities and Other Financial Applications 393.655,16 393.655,16 0,00 393.655,16 393.655,16 0,00 Circulating Capital I Stocks: 1 36 Consumable supplies 920.876,13 920.876,13 463.745,65 3 32 Goods 990.866,41 990.866,41 0,00 1.911.742,54 463.745,65 1.911.742,54 II 0,00 Debts owed by Third Parties - Short Term: 1 211 Clients, c/a 0,00 0,00 0,00 2 252 Group Companies 0,00 0,00 1.472,81 4 24 State and Other Public Bodies 2.995,17 2.995,17 3.338,62 4 262+266+267+267+221 75,06 75,06 Other Debtors 3.070,23 E 0,00 3.070,23 4.811,43 10.852,99 10.852,99 14.682,69 10.852,99 10.852,99 14.682,69 2.319.320,92 483.239,77 Accruals and Deferrals 276 Deferred Tax Assets Total Depreciations 0,00 Total Adjustments 0,00 Total Assets 2.319.320,92 0,00 247 Sustainability Report 2009 | ENGLISH BALANCE SHEET (Ctd.) Amounts stated in Euros Accounts Codes 2009 POC (Chart of Accounts) CEE 2008 EQUITY AND LIABILITIES A Equity I 51 Capital 1 571 4 574 a 579 IV 921.000,00 250.000,00 Legal Reserves 1.001,79 1.001,79 Other Reserves 4.894,26 4.894,26 -14.687,50 -94.318,30 912.208,55 161.577,75 -33.081,17 -49.867,26 879.127,38 111.710,49 1.262.140,00 165.000,00 1.262.140,00 165.000,00 18.000,99 104.536,71 148.420,88 87.961,06 Reserves: V 59 Results Carried Forward Subtotal VI 88 Net Result for the Financial Year Total Equity Liabilities C Debts owed to Third Parties - medium and long-term: 6 252 Group Companies C Debts to Third Parties - Short Term: 2 231+12 Debts to Credit Institutions 4 221 Suppliers, c/a 6 252 Group Companies 8.555,89 7.713,65 8 24 State and Other Public Bodies 1.212,67 1.600,48 8 262+263+264+265 Other Creditors 350,00 267+268+211 D 176.540,43 201.811,90 1.513,11 4.717,38 1.513,11 4.717,38 Total Liabilities 1.440.193,54 371.989,74 Total Equity and Liabilities 2.319.320,92 483.239,77 Accruals and Deferrals 273 Cost Accruals The Accountant The Management Vítor José Caetano de Sousa Jorge Manuel Soares Simões - Manager | José Luís Soares Simões - Manager | Leonel Fernando Soares Simões - Manager Sustainability Report 2009 | ENGLISH 248 PROFIT-AND-LOSS ACCOUNT BY NATURE Amounts stated in Euros Accounts Codes CEE 2009 POC (Chart of Accounts) 2008 Costs and losses A 2.b) 62 3 3.a) External Services and Supplies 12.229,18 Staffing Costs 641+642 3.b) Remunerations 7.670,93 26.633,82 Social Charges: 645/8 5 63 Others 11.670,94 Taxes 1.733,83 (A) 7 20.663,70 681+685+686+687+688 10 69 19.341,87 6.977,47 1.733,82 475,23 33.304,88 33.611,29 475,23 54.750,22 Interest and Similar Costs: Relating to Group Companies 8.555,89 Others 1.465,30 86 Income Tax for the Financial Year 13 88 Net Result for the Financial Year 3.905,72 11.619,29 (C) 43.326,07 425,88 0,04 (E) 43.778,95 66.369,55 -10.697,75 -16.155,50 Extraordinary Losses and Costs 8+11 7.713,57 10.021,19 (G) 66.369,51 33.081,20 50.214,05 -33.081,17 -49.867,26 0,03 346,79 Income and gains B 1 71 Sales: Products 1 0,00 0,00 0,00 (B) 0,00 0,00 0,00 (D) 0,00 0,00 0,03 346,79 0,03 346,79 Operating Results: (B)-(A) -33.304,88 -54.750,22 Financial results: (D-B)-(C-A) -10.021,19 -11.619,29 9 72 0,00 79 Services Rendered 0,00 Extraordinary Gains and Income (F) Summary. Current Results: (D)-(C) -43.326,07 -66.369,51 Pre-tax Results: (F)-(E) -43.778,92 -66.022,76 Net Result for the Financial Year: (F)-(G) -33.081,17 -49.867,26 Sustainability Report 2009 | ENGLISH The Accountant The Management Vítor José Caetano de Sousa Jorge Manuel Soares Simões - Manager | José Luís Soares Simões - Manager Leonel Fernando Soares Simões - Manager 249 ANNEX TO THE BALANCE SHEET AND THE PROFIT-AND-LOSS ACCOUNT Financial Year of 2009 (Information stated in Euros) 0 - INTRODUCTORY NOTE 0.1. Company: Solmoninhos – Consultoria, Gestão e Execução Imobiliária, Lda. Registered Offices: Moninhos – Loures Date of Incorporation: February 23rd 2009 Activity: Purchase, Sale, Resale of Real Estate; Drawing up of Architecture and Engineering Studies and Projects; Technical Consultation and Issuing of Opinions; Project, Implementation and Management of Urbanisations and Tourist, Industrial and Commercial Real Estate ventures; Civil Construction and Public Works; Construction, Acquisition, Administration, Operation and Disposal of said Urbanisations and Ventures, of Buildings and Autonomous Fractions; Acquisition and Disposal of participation units in Securities and Real Estate Investment funds. NIPC (corporation tax code):504 862 332 0.2. The Financial Statements were drawn up in accordance with the historic costs agreement, modified by the revaluation of tangible fixed assets and on an ongoing concern basis and in accordance with the basic accounting principles of consistency, prudence, accruals basis, substance over form and materiality. The same also relate to qualitative characteristics of relevance, reliability and comparability. costing method for outgoings. 3.1.2. Goods These are valued at the cost of acquisition or production, adopting the specific cost as the costing method for outgoings. 3.2. Financial Investments 3.2.1. Investments in Real Estate These are valued at the cost of acquisition or production, plus any expenses incurred by the acquisition thereof. 3.3. Deferred taxes Deferred Taxes relate to the temporary differences between the amounts of the assets and liabilities for the purposes of accounting reporting and the respective amounts for the purposes of taxation. Deferred Tax Assets and Liabilities are calculated and valued using the taxation rates which are expected to be in force on the date of reversal of temporary differences. In the financial years of 2007 and 2008 the company was included in the Special Taxation Regime of Company Groups (“RETGS”) led by the shareholder LS – Luís Simões, SGPS, S.A. In late 2009 the company ceased to meet the requirements needed to be subject to this regime owing to alterations to the shareholder structure, meaning that in 2009 it began to be taxed individually. 6 – DISSEMINATION OF THE MAIN COSTS (INCOME) COMPONENTS REGARDING TAXES The Company is subject to Corporation Tax (IRC) at the current rate of 25%, plus a maximum municipal surcharge of 1.5%, on taxable profit, attaining a total rate of 26.5%. 0.3. Those notes not mentioned do not apply to the Company or do not relate to materially relevant accounting events or did not occur in the financial year to which this annex relates. Under the terms of article 81 of the CIRC, the Company is subject to autonomous taxation on a series of charges at the rates foreseen therein. 3 - ACCOUNTING PRINCIPLES AND VALUATIION CRITERIA USED 3.1. Stocks 3.1.1. Consumable supplies These are valued at the cost of acquisition, adopting the specific cost as the In accordance with the legislation in force, the tax returns are subject to revision and correction by the tax authorities during a period of four years (ten years for Social security until 200, inclusive, and five years as from 2001), unless there should be tax losses, or inspections, complaints or challenges are in progress, in which cases, Sustainability Report 2009 | ENGLISH 250 depending on the circumstances, the timeframes are prolonged or suspended. The reconciliation between the accounting result and the taxable result and between the current tax and the tax for the financial year on income is as follows: 2009 The Company applied the provisions of Accounting Guideline no. 28 relating to the posting of Deferred Taxes. The movements occurring in the financial year as a result of the adoption of this new law as regards their nature and impact, are as follows: Opening balance 2008 Adjustment in the financial year Efeito do Exercício Saldo Final Deferred Tax Assets: Tax losses -43.411,96 -66.026,10 43.411,96 58.730,73 0,00 7.295,37 0,00 0,00 IRC (corporation tax) 25,00% 25,00% Municipal Surcharge 1,50% 1,50% 0,00 0,00 155,24 460,46 155,24 460,46 Taxable result Tax losses (temporary difference) Tax losses (temporary difference) - RETGS Rate of tax Autonomous taxations Current tax (I) Deferred tax Effect on the Financial Year -10.852,99 -14.682,69 0,00 -1.933,27 (II) -10.852,99 -16.615,96 (I) + (II) -10.697,75 -16.155,50 Effect on the Financial Year -RETGS Deferred tax Income Tax for the Financial Year Sustainability Report 2009 | ENGLISH 14.682,69 -14.682,69 10.852,99 10.852,99 7 - MEAN NUMBER OF PEOPLE IN THE PAY OF THE COMPANY Employees ................................................................................. 0 10 - MOVEMENTS OCCCURING IN THE ITEMS OF THE FIXED ASSETS INCLUDED ON THE BALANCE SHEET AND IN THE RESPECTIVE DEPRECIATIONS AND PROVISIONS GROSS ASSETS Closing balance -3,34 10.852,99 Transfers and write-offs 366,96 Permanent differences 10.852,99 Disposals -66.022,76 -14.682,69 Increases -43.778,92 14.682,69 Opening balance Pre-tax result Items Current tax FINANCIAL INVESTMENTS Investments in Real Estate 0,00 393.655,16 0,00 393.655,16 393.655,16 0,00 0,00 393.655,16 16 - TABLE REGARDING THE CONTROLLING AND AFFILIATE GROUP COMPANIES The Financial Statements of this company are included in the Consolidated Financial Statements of the following company: Business name: LS – Luís Simões, SGPS, S.A. Registered Offices: Moninhos – Loures NIPC (corporation tax code): 503 717 789 251 32 - GUARANTEES PROVIDED The company submitted promissory notes to third parties as the guarantee of payment of debts which as at December 31st 2009 stood at 18,000.99 euros. 35 – ALTERATIONS TO SHARE CAPITAL At the end of the current financial year, an “accordion” operation was carried out, with Share Capital having been reduced for the sum of 144,000.00 Euros to cover results carried forward from previous years, with the reduction of the nominal value of the stakes, and thereafter Share Capital was increased by 815,000.00 Euros, fully paid up, with the company then having Share Capital of 921,000.00 Euros. 36 - NUMBER OF SHARES OF EACH CATEGORY INTO WHICH THE CAPITAL OF THE COMPANY IS DIVIDED AND ITS NOMINAL VALUE The Share Capital is made up of 5 shares, one with a value of 104,945 Euros, another of 1,060 euros and the other three of 271,665 euros each. 40 - CLARIFICATION AND JUSTIFICATION OF THE MOVEMENTS OCCURRING IN THE FINANCIAL YEAR IN EACH OF THE EQUITY ITEMS INCLUDED ON THE BALANCE SHEET Items 51 Capital 57 Reserves: 571 Legal Reserves 574 Free Reserves Opening balance Increase 250.00,00 Reductions 815.000,00 144.000,00 1.001,79 Closing balance 921.000,00 4.894,26 4.894,26 Results Carried Forward -94.318,30 -64.369,20 -144.000,20 -14.687,50 88 Net Result -49.867,26 -33.081,17 -49.867,26 -33.081,17 Consumable supplies Initial stocks 2009 681 Interest paid 2008 9.630,29 688 Other Financial Losses and Costs Financial results 463.745,65 Purchases 990.866,41 457.130,48 Final stocks 990.866,41 920.876,13 Final stocks 0,00 0,00 Sustainability Report 2009 | ENGLISH 11.465,65 390,90 153,64 -10.021,19 -11.619,29 0,00 0,00 46 - EXTRAORDINARY PROFIT-AND-LOSS ACCOUNT Financial Years Costs and losses 2009 698 Other Extraordinary Losses and Costs Extraordinary Results 2008 452,88 0,04 -452,85 346,75 0,03 346,79 Financial Years Income and gains 2009 2008 797 Corrections Relating to Previous Financial Years 0,00 343,45 798 0,03 3,34 0,03 346,79 Other Extraordinary Gains and Income 48 - OTHER INFORMATION DEEMED RELEVANT A) Movement in Group and Associate Companies Rubricas Valores Debts payable: Suppliers, c/a 95.798,65 Shareholders 1.270.695,89 Purchase of assets, fin.inv. 21.060,00 Purchase of stock assets 41 - STATEMENT OF THE COST OF THE CONSUMABLE SUPPLIES Goods Financial Years Costs and losses 1.001,79 59 Movements 45 - FINANCIAL PROFIT-AND-LOSS ACCOUNT 586.080,00 Operating Costs 5.465,33 Financial Costs 8.555,89 The Accountant The Management Vítor José Caetano de Sousa Jorge Manuel Soares Simões - Manager | José Luís Soares Simões - Manager Leonel Fernando Soares Simões - Manager 252 Patrimundus - Investimentos Imobiliários, S.A. A| MANAGEMENT REPORT GOVERNING BODIES ACTIVITY IN THE FINANCIAL YEAR In 2009 the assets held by Patrimundus comprising the Technical Assistance Centre located in Carregado entered its first full production year, thereby complying with one of the objectives for which it was formed. ECONOMIC AND FINANCIAL ANALYSIS The real estate operations carried out by the assignee had the expected development, it being observed that the amount of revenue earned by Patrimundus during the year was sufficient to cover the costs incurred, having freed up enough margin to cover a major part of the negative results from previous financial years. The Operating Result stood at 287 000 Euros, whilst the Net Result stood at 87 000 Euros. The Financial Autonomy and Solvency Ratios recorded 9% and 10%, respectively. PROSPECTS FOR 2010 During 2010 Patrimundus will continue to carry out the management of the assets it holds and it is expected that a level of results will be maintained in line with those observed in 2009, thereby allowing the total coverage of the losses observed in previous years. The Board of Directors José Luís Soares Simões Leonel Fernando Soares Simões Jorge Manuel Soares Simões Chairman / Managing Director Member Member General Meeting Board Clara Maria Campos Monteiro Ribeiro Isabel Maria Blazquez Pereira Silva Chairman Secretary Statutory Auditor Ernst & Young Audit & Associados Rui Abel Serra Martins Permanent Member Alternate DISTRIBUTION OF RESULTS The company Patrimundos – Investimentos Imobiliários, S.A. closed the financial year of 2009 with Net Results of 86,487.46 Euros. In view of the legal and statutory provisions applicable, the following distribution of results is proposed: Legal reserve Results Carried Forward 4.324,37 Euros 82.163,09 Euros Moninhos: February 15th 2010 José Luís Soares Simões - Chairman Leonel Fernando Soares Simões - Member Jorge Manuel Soares Simões - Member 253 Patrimundus - Investimentos Imobiliários, S.A. NIPC (corporate ID) n.º 506 861 341 | Share Capital: 510,000.00 Euros | Mat. n.º 506 861 341 CRC Loures | Moninhos 2671-951 Loures Sustainability Report 2009 | ENGLISH B| FINANCIAL STATEMENTS Amounts stated in Euros BALANCE SHEET 2009 Accounts Codes POC (Chart of Accounts) CEE Gross Assets 2008 Deprec. And Adjustments Net Assets Net Assets ASSETS C Fixed Assets II Tangible Fixed Assets: 1 421 Land and Natural Resources 2.010.766,70 1 422 Buildings and Other Constructions 3.439.322,40 2 423 Basic Equipment II 2.010.766,70 2.010.766,70 515.898,36 2.923.424,04 3.095.390,16 282.606,94 118.830,09 163.776,85 204.175,73 5.732.696,04 634.728,45 5.097.967,59 5.310.332,59 Debts owed by Third Parties - Short Term: 1 211 Clients, c/a 52.209,14 52.209,14 52.209,14 4 24 State and Other Public Bodies 28.777,07 28.777,07 28.407,37 80.986,21 80.616,51 6.730,67 6.730,67 507,83 6.730,67 6.730,67 507,83 80.986,21 IV 0,00 Bank Deposits and Cash: 12+13+14 E Bank Deposits Accruals and Deferrals 272 Deferred Costs 16.435,42 16.435,42 40.538,48 276 Deferred Tax assets 13.598,56 13.598,56 43.016,07 30.033,98 30.033,98 83.554,55 5.215.718,45 5.475.011,48 Total Depreciations 634.728,45 Total provisions 0,00 Total Assets 5.850.446,90 634.728,45 254 Sustainability Report 2009 | ENGLISH BALANCE SHEET (Ctd.) Amounts stated in Euros Accounts Codes 2009 POC (Chart of Accounts) CEE 2008 EQUITY AND LIABILITIES A Equity I 51 Capital 571 Legal Reserves 59 Results Carried Forward IV 510.000,00 510.000,00 665,86 665,86 -120.239,95 -107.105,25 390.425,91 403.560,61 86.487,46 -13.134,70 Total Equity 476.913,37 390.425,91 Debts owed to Third Parties - medium and long-term: 1.779.500,00 1.500.000,00 Reserves: 1 V Subtotal VI 88 Net Result for the Financial Year Liabilities C 6 252 Group Companies 2.429.950,65 2.909.453,68 2611 Suppliers of Fixed Assets, c/a 4.209.450,65 4.409.453,68 96,39 557,32 158,78 668,42 53.351,79 254.224,37 451.227,55 395.499,42 504.834,51 650.949,53 24.519,92 24.182,36 24.519,92 24.182,36 Total Liabilities 4.738.805,08 5.084.585,57 Total Equity and Liabilities 5.215.718,45 5.475.011,48 C Debts to Third Parties - Short Term: 2 231+12 4 221 Suppliers, c/a 6 252 Group Companies 8 2611 Suppliers of Fixed Assets, c/a D Debts to Credit Institutions Accruals and Deferrals 273 Cost Accruals The Accountant The Board Vítor José Caetano de Sousa José Luís Soares Simões - Manager | Jorge Manuel Soares Simões - Manager | Leonel Fernando Soares Simões - Manager Sustainability Report 2009 | ENGLISH 255 PROFIT-AND-LOSS ACCOUNT Amounts stated in Euros Accounts Codes CEE 2009 POC (Chart of Accounts) 2008 Costs and losses A 2.b) 62 4.a) 662+663 5 63 External Services and Supplies 11.851,12 Deprecs. of Tangible and Intangible Fixed Assets Taxes 212.365,00 212.365,00 212.365,00 212.365,00 10.422,26 10.422,26 10.476,98 10.476,98 (A) 7 681+685+686+687+688 234.638,38 53.351,79 Others 116.431,27 (C) 69 8+11 89.724,37 169.783,06 214.189,36 404.421,44 15,46 (E) 404.421,44 31.182,56 -4.378,23 (G) 435.604,00 535.226,41 86.487,46 -13.134,70 522.091,46 522.091,71 Income Tax for the Financial Year 88 303.913,73 539.589,18 Extraordinary Losses and Costs 86 13 235.675,45 Interest and Similar Costs: Relating to Group Companies 10 12.833,47 Net Result for the Financial Year 539.604,64 Income and gains B 1 72 Services Rendered 522.091,44 (B) 7 7811+7813+7814+7818 785+786+788 9 522.091,44 522.091,44 522.091,44 522.091,44 Other Interest and Similar Income Others 79 522.091,44 0,02 0,02 (D) 522.091,46 522.091,44 (F) 522.091,46 522.091,71 287.453,06 286.415,99 Extraordinary Gains and Income 0,27 Summary. Operating Results: (B)-(A) Financial results: (D-B)-(C-A) -169.783,04 -303.913,73 Current Results: (D)-(C) 117.670,02 -17.497,74 Pre-tax Results: (F)-(E) 117.670,02 -17.512,93 86.487,46 -13.134,70 Net Result for the Financial Year: (F)-(G) The Accountant The Board Vítor José Caetano de Sousa José Luís Soares Simões - Manager | Jorge Manuel Soares Simões - Manager | Leonel Fernando Soares Simões - Manager Sustainability Report 2009 | ENGLISH 256 ANNEX TO THE BALANCE SHEET AND THE PROFIT-AND-LOSS ACCOUNT Financial Year of 2009 (Information stated in Euros) 0 - INTRODUCTORY NOTE 0.1. Company: Patrimundos - Investimentos Imobiliários, S A Registered Offices: Carregado – Alenquer Date of Incorporation: April 20th 2004 Activity: Purchase and sale of real estate and the resale of real estate acquired to this end; management, administration and operation of properties for residential, commercial, industrial or tourist purposes; civil construction. NIPC (corporation tax code): 506 861 341 0.2. The Financial Statements were drawn up in accordance with the historic costs agreement, modified by the revaluation of tangible fixed assets and on an ongoing concern basis and in accordance with the basic accounting principles of consistency, prudence, accruals basis, substance over form and materiality. The same also relate to qualitative characteristics of relevance, reliability and comparability. 0.3. Those notes not mentioned do not apply to the Company or do not relate to materially relevant accounting events or did not occur in the financial year to which this annex relates. 6 – DISSEMINATION OF THE MAIN COSTS (INCOME) COMPONENTS REGARDING TAXES The Company is subject to Corporation Tax (IRC) at the current rate of 25%, plus a maximum municipal surcharge of 1.5%, on taxable profit, attaining a total rate of 26.5%. Under the terms of article 81 of the CIRC, the Company is subject to autonomous taxation on a series of charges at the rates foreseen therein. In accordance with the legislation in force, the tax returns are subject to revision and correction by the tax authorities during a period of four years (ten years for Social security until 200, inclusive, and five years as from 2001), unless there should be tax losses, or inspections, complaints or challenges are in progress, in which cases, depending on the circumstances, the timeframes are prolonged or suspended. The reconciliation between the accounting result and the taxable result and between the current tax and the tax for the financial year on income is as follows: 2009 2008 Current tax Pre-tax result 117.670,02 Temporary differences 17.512,93 Permanent differences Taxable result 117.670,02 Deduction of tax losses 3.1.2. Deferred taxes Deferred Taxes relate to the temporary differences between the amounts of the assets and liabilities for the purposes of accounting reporting and the respective amounts for the purposes of taxation. Deferred Tax Assets and Liabilities are calculated and valued using the taxation rates which are expected to be in force on the date of reversal of temporary differences. Sustainability Report 2009 | ENGLISH 0,00 -117.670,02 0,00 3 - ACCOUNTING PRINCIPLES AND VALUATIION CRITERIA USED 3.1. Fixed Assets 3.1.1. Tangible Fixed Assets The Tangible Fixed Assets are shown on the balance sheet at the cost of acquisition. Depreciations are calculated in accordance with the straight-line method according to the laws in force. -17.512,93 0,00 Rate of tax IRC (corporation tax) 12,50% IRC (corporation tax) 25,00% 25,00% Municipal Surcharge Current tax 1,50% 1,50% 1.765,05 0,00 1.765,05 0,00 29.417,51 -4.378,23 (II) 29.417,51 -4.378,23 (I) + (II) 31.182,56 -4.378,23 (I) Deferred tax Effect on the Financial Year Deferred tax Income Tax for the Financial Year 257 The Company applied the provisions of Accounting Guideline no. 28 relating to the posting of Deferred Taxes. The movements occurring in the financial year as a result of the adoption of this new law as regards their nature and impact, are as follows: Description Opening balance Effect of the Financial Year Closing balance Deferred Tax Assets: Tax losses 43.016,07 (29.417,51) 13.598,56 43.016,07 (29.417,51) 13.598,56 10 - MOVEMENTS OCCCURING IN THE ITEMS OF THE FIXED ASSETS INCLUDED ON THE BALANCE SHEET AND IN THE RESPECTIVE DEPRECIATIONS AND PROVISIONS GROSS ASSETS Items Opening balance Revaluation/ Adjustment Increases Disposals Transfers and write-offs Closing balance TANGIBLE FIXED ASSETS Land and Natural Resources 2.010.766,70 2.010.766,70 Buildings and Other Constructions 3.439.322,40 3.439.322,40 Basic Equipment 282.606,94 282.606,94 5.732.696,04 5.732.696,04 DEPRECIATIONS AND PROVISIONS Items Opening balance Increase Adjust. Closing balance TANGIBLE FIXED ASSETS Buildings and Other Constructions Basic Equipment 14 - OTHER INFORMATION RELATING TO FIXED ASSETS The Fixed Assets are allocated to company activity. Sustainability Report 2009 | ENGLISH 343.932,24 171.966,12 515.898,36 78.431,21 40.398,88 118.830,09 422.363,45 212.365,00 634.728,45 258 15 - INDICATION OF THE ASSETS USED ON A LEASING BASIS, MENTIONING THE RESPECTIVE BOOK VALUES Net Fixed Assets Description Land and Natural Resources 2.010.766,70 Buildings and Other Constructions 2.923.424,04 4.934.190,74 Value of debt Short-term Medium and long-term 36 - NUMBER OF SHARES OF EACH CATEGORY INTO WHICH THE CAPITAL OF THE COMPANY IS DIVIDED AND ITS NOMINAL VALUE The Share Capital is made up of 102,000 shares, with a nominal value of 5.00 Euros per share. 40 - CLARIFICATION AND JUSTIFICATION OF THE MOVEMENTS OCCURRING IN THE FINANCIAL YEAR IN EACH OF THE EQUITY ITEMS INCLUDED ON THE BALANCE SHEET Opening balance Items 2.881.178,20 451.227,55 2.429.950,65 51 Capital Increase Reductions Closing balance 510.000,00 510.000,00 665,86 665,86 57 Reserves: 571 Legal Reservess Debt at over one year is staggered as follows over time: Years Value of debt 2011 457.924,64 2012 464.721,11 2013 471.618,45 2014 478.618,18 2015 485.721,76 2016 71.346,51 2.429.950,65 59 Results Carried Forward 88 Net Result for the Financial Year -107.105,25 -13.134,70 -13.134,70 86.487,46 -120.239,95 -13.134,70 86.487,46 44 - DISTRIBUTION OF THE NET VAUE OF SALES AND THE SERVICES RENDERED AS CALCULATED IN ITEMS 71 AND 72 Description Amount Internal market 522.091,44 Total 522.091,44 29- VALUE OF THE DEBTS TO THIRD PARTIES OWED FOR OVER FIVE YEARS Balance Sheet Items Suppliers of Fixed Assets (Lessors) Debts of 1 to 5 years (Medium-term) Debts of over 5 years (Long-term) 1.872.882,38 557.068,27 45 - FINANCIAL PROFIT-AND-LOSS ACCOUNT Total Costs and losses 2.429.950,65 681 Interest paid 688 Other Financial Losses and Costs 32 - GUARANTEES PROVIDED The company submitted promissory notes to third parties as the guarantee of payment of debts which as at December 31st 2009 stood at 2,881,274.60 euros. Financial results Income and gains 35 - SHARE CAPITAL The subscribed Capital has been fully paid up. Sustainability Report 2009 | ENGLISH 781 Interest earned Financial Years 2009 2008 169.246,88 303.558,78 536,18 354,95 -169.783,04 -303.913,73 0,02 0,00 Financial Years 2009 2008 259 0,02 0,02 0,00 46 - EXTRAORDINARY PROFIT-AND-LOSS ACCOUNT Financial Years Costs and losses 698 PROFIT-AND-LOSS ACCOUNT BY FUNCTION 2009 Items 2008 Other Extraordinary Losses and Costs 15,46 Extraordinary Results -15,19 0,00 0,27 2009 Cost of sales and services rendered Gross results Other operating Gains and Income Financial Years Income and gains Sales and services rendered Administrative Costs 2008 798 Other Extraordinary Gains and Income 0,00 Clients, c/a -231.565,84 -231.277,17 290.525,60 290.814,27 0,02 286.916,90 285.470,68 -169.246,88 -302.983,61 Current results 117.670,02 -17.512,93 Tax on current results -31.182,56 4.378,23 Current results after tax 86.487,46 -13.134,70 Net results 86.487,46 -13.134,70 1,73 -0,26 Operating Results 52.209,14 522.091,44 -930,12 0,27 Receivables: 522.091,44 -536,18 Other Operating Losses and Costs Amounts 2008 -4.413,47 Net cost of financing Items 2009 -3.072,54 0,27 48 - OTHER INFORMATION DEEMED RELEVANT A) Movement with Group and Associate Companies FINANCIAL YEAR Results per Share Debts payable: Suppliers 158,78 Group Companies 1.832.851,79 Operating Costs 1.587,84 Financial Costs The Accountant The Board Vítor José Caetano de Sousa José Luís Soares Simões - Chairman Jorge Manuel Soares Simões - Member Leonel Fernando Soares Simões - Member 53.351,79 Operating Income 522.091,44 The Accountant The Board Vítor José Caetano de Sousa José Luís Soares Simões - Chairman Jorge Manuel Soares Simões - Member Leonel Fernando Soares Simões - Member 260 Sustainability Report 2009 | ENGLISH CASH FLOW STATEMENT Direct method Amounts stated in Euros ACTIVIDADES OPERACIONAIS 2009 2008 Receipts from Clients Receipts from Clients 626.509,68 626.509,68 787.699,90 787.699,90 Payments to Suppliers Payments to Group suppliers -10.972,20 Payments to other Suppliers -1.785,18 Flow Generated by the Operations -42.736,65 -12.757,38 -2.602,95 613.752,30 -45.339,60 742.360,30 PAYMENT / RECEIPT OF IRC Advance and special tax payments -2.873,18 Return of IRC -98,28 -2.873,18 -1.654,00 -1.752,28 OTHER PAYMENTS RELATING TO OPERATING ACTIVITY Payments to Other Debtors -317,05 Payments from Other Taxes -10.419,53 Flow Generated Before Extraordinary Items -10.419,53 -90,36 -13.292,71 -407,41 -2.159,69 RECEIPTS RELATED WITH EXTRAORDINARY ITEMS Other Extraordinary Receipts 0,26 0,26 PAYMENTS RELATED WITH EXTRAORDINARY ITEMS (1) FLOWS FROM OPERATING ACTIVITIES 600.459,59 740.200,87 RECEIPTS FROM: Interest and Similar Income (2) 0,02 FLOWS FROM INVESTMENT ACTIVITIES 0,02 0,02 0,00 RECEIPTS FROM: Loans obtained from Group Companies 730.000,00 Total Loans Obtained 730.000,00 689.000,00 730.000,00 689.000,00 689.000,00 PAYMENTS RELATING TO: Loans obtained from Group Companies -615.000,00 -642.000,00 Total Loans Obtained -615.000,00 -642.000,00 Repayments of Leasing Contracts -508.529,88 -437.253,21 Interest and Similar Costs -110.521,59 Interest on loans (3) -89.724,37 FLOW FROM FINANCING ACTIVITIES Variations in Cash and its Equivalents Cash and its Equivalents at the End of the Period -79.453,26 -593.775,84 (1)+(2)+(3) Cash and its Equivalents at the Start of the Period -237.760,77 -1.323.775,84 6.683,77 -1.396.467,24 -707.467,24 (1)+(2)+(3) 32.733,63 -49,49 -32.783,12 6.634,28 -49,49 The Accountant The Board Vítor José Caetano de Sousa José Luis Soares Simões - Gerente | Jorge Manuel Soares Simões - Gerente | Leonel Fernando Soares Simões - Gerente Sustainability Report 2009 | ENGLISH 261 ANNEX TO THE CASH FLOW STATEMENT 2- ITEMISATION OF THE CASH AND ITS EQUIVALENTS COMPONENTS RECONCILING THE AMOUNTS SHOWN IN THE CASH FLOW STATEMENT WITH THE ITEMS OF THE BALANCE SHEET C| REPORT AND OPINION OF THE SINGLE AUDITOR AND REGISTERED AUDITORS’ REPORT Ernst & Young Audit & Associados - SROC, S.A. Avenida da República, 90-6° 1600-206 Lisboa, Portugal Telf: +351 217 912 000 Fax: +351 217 957 586 www.ey.com Amounts stated in Euros Description Immediately mobilisable bank deposits 2009 2008 6.730,67 507,83 -96,39 -557,32 Cash equivalents: Cash and its Equivalents (Overdrafts) The Accountant The Board Vítor José Caetano de Sousa José Luís Soares Simões - Chairman Jorge Manuel Soares Simões - Member Leonel Fernando Soares Simões - Member | REPORT AND OPINION OF THE SINGLE AUDITOR Dear Shareholders, In compliance with the legal provisions and the Company’s Articles of Association, it is incumbent on us to issue the annual report on the audit of Company Patrimundus – Investimentos Imobiliários, S.A., regarding the financial year ended on 31 December 2009, and issue an opinion on the report, accounts and the proposal for the allocation of the profits presented by the Board of Directors. In the course of the financial year and as part of our appointed duties, we carried out, with satisfactory results and with the frequency and extent deemed most adequate, a general audit of all accounting procedures, as well as surveys of their corresponding records and other probative elements. The Board of Directors’ report explains the orientation of the Company’s policy during the financial year, as well as the policy proposal for 2010 financial year. The Balance Sheet, Income Statements, Cash Flow Statement and their respective Annexes, respecting all legal requirements, reflect the position of the accounting records at the end of the financial year and attest to the Company’s financial situation. The valuation criteria used for the preparation of accounts are laid down in the Annex to the Balance Sheet and to the Income Statements and the Cash Flow Statement, and lead to a suitable assessment of company assets. All regulatory formalities as well as those from the Articles of Association with regards to the accountability and auditing of the Company were complied, whereby we issue the following Opinion, which shall be presented to shareholders and published as required by law: Sustainability Report 2009 | ENGLISH 262 Opinion of the Single Auditor Ernst & Young Audit & Associados - SROC, S.A. Avenida da República, 90-6° 1600-206 Lisboa, Portugal Telf: +351 217 912 000 Fax: +351 217 957 586 www.ey.com Dear Shareholders, We have audited the company Patrimundus – Investimentos Imobiliários, S.A., in accordance with article 420 of the Commercial Companies Code and the company’s Articles of Association, the results of which lead us to opine as follows: (a) The Management Report and the Accounts for the financial year of 2009 should be approved; (b) The Board of Directors’ proposal on the allocation of the profits of the financial year should be approved. Lisbon, 25 May 2010 | REGISTERED AUDITORS’ REPORT Introduction 1. We have audited the financial statements of Patrimundus – Investimentos Imobiliários, S.A., which comprise the Balance Sheet as at 31 December 2009 (reflecting a total of 5.215.718 Euros and total equity of 476.913 Euros, including a net profit of 86.487 Euros) the Income Statement by Natures and By Functions and the Cash Flow Statement, for the year then ended, and the related Annexes. Responsibilities The Single Auditor Ernst & Young Audit & Associados - Sroc, S.A. Independent Registered Auditor’s Firm (No. 178) Represented by: 2. The Board of Directors is responsible for preparing the financial statements giving a true and fair view of the Company’s financial position, the profits of its operations and cash flows, as well as for adopting appropriate accounting policies and criteria and keeping an appropriate internal control system. 3. Our responsibility is to express a professional and independent opinion based on our audit to those financial statements. Scope Paulo Jorge Luís Da Silva (Registered Auditor No. 1334) Public Company – Share Capital 1,105,000 Euros – registered on the Portuguese Board of Registered Auditors under No. 178 – Registered on CMVM (Portuguese Securities Market Commission) under No. 9011 – Tax Payer No. 505 988 283 – Registered on Lisbon Companies Registry under No. 505 988 283 – A member firm of Ernst & Young Global Limited Sustainability Report 2009 | ENGLISH 4. We conducted our audit in accordance with the Technical Standards and Guidelines of Revision/Audit of the Portuguese Board for Registered Auditors, which require the planning and performance of the audit so as to obtain reasonable assurance that the financial statements are free from material misstatements. In order to do so, the audit included: - the examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements and the assessment of the estimates based on judgements and criteria made by the Board of Directors and used in the preparation of the financial statements; - the assessment of whether the adopted accounting policies and their disclosure are appropriate to the company’s circumstances; - examination of the applicability of the principle of continuity; and - evaluation of the overall adequacy of the presentation of information in the financial statements. 263 5. The audit also included our opinion on whether the information given in the Management Report is consistent with the financial statements. 6. We believe that the audit carried out provides an acceptable basis for expressing our opinion. Opinion 7. In our opinion, the financial statements give a true and fair view, in all aspects materially relevant, of the state of Patrimundos – Investimentos Imobiliários, S.A. affairs as at 31 December 2009, the profits of its operations and cash flows for the financial year then ended, in accordance with the accounting principles generally accepted in Portugal. Lisbon, 25 May 2010 Ernst & Young Audit & Associados - SROC, S.A. Independent Registered Auditors Firm (No. 178) Represented by: Paulo Jorge Luís Da Silva (Registered Auditor No. 1334) 264 Public Company – Share Capital 1,105,000 Euros – registered on the Portuguese Board of Registered Auditors under No. 178 – Registered on CMVM (Portuguese Securities Market Commission) under No. 9011 – Tax Payer No. 505 988 283 – Registered on Lisbon Companies Registry under No. 505 988 283 – A member firm of Ernst & Young Global Limited Sustainability Report 2009 | ENGLISH © JEFF KINSEY/FOTOLIA Relatório de Sustentabilidade 2009 Glossary Glossary • BENCHMARK – Ongoing, systematic process used by companies to improve their management by way of surveys, comparisons and analyses of policies, products, programmes and strategies provided by other companies (usually within the same sector) recognised as representatives of the best practices. • ERSC – European Road Safety Charter • COL – Logistics’ and Operations Centre • Sustainable Development – Development which meets the present needs, without compromising the needs of future generations. (Source: The Brundtland Report, UN World Commission on Environment and Development, 1987) • DGERT - Directorate-General of Employment and Working Relations • EBITDA - Earnings Before Interest, Taxes, Depreciation and Amortization, English term which means Pre-Tax Results, Financial Costs and Depreciations • EPI – Individual Protection Equipment • GEE (Greenhouse gases) – Gaseous components of the atmosphere responsible for the greenhouse effect • Focus Group – Research technique in which an evaluation is carried out, in qualitative fashion, of the attitude of a group of people regarding a product, service, company or concept • GRI – Global Reporting Initiative • I&D – Innovation and Development • ISC – Customer Satisfaction Survey • ISO 14001:2004 – Environment Management System Certification • ISO 9001:2000 – Quality Management System Certification • ISO 22000:2005 – Food Safety Management System Certification • NGO – Non-Governmental Organisations • ONRH - National Human Resources Observatory • POC – Official Chart of Accounts • Stakeholder – English term used to represent the parties involved associated with the activity of a given company and all those over which the company has any kind of influence. This term is very often used in a context of corporate social responsibility and represents all the “actors” of the company (employees, clients, suppliers, shareholders and directors), the “observers” (the State, the Trade Unions, the institutions and the media) and civil society (associations of the region where the company is located) • S&ST – Health and Safety at Work Sustainability Report 2009 | ENGLISH 266 © RUTA SAULYTE/FOTOLIA Relatório de Sustentabilidade 2009 GRI Table PROFILE Location or Evaluation 1 STRATEGY AND ANALYSIS 1.1 Statement from the Board of Directors Message from the president 1.2 Description of key risks and opportunities. 02.3. Table 1 2 ORGANISATIONAL PROFILE 2.1 Name of the organisation About this report 2.2 Primary brands, products and/or services. LS Universe 2.3 Operational structure of the organisation 01.1. 2.4 Location of the organisation’s headquarters. Moninhos, P.O. Box 41, 2671-951 Loures 2.5 Number and name of countries where the organisation operates Portugal and Spain 2.6 Nature of ownership and legal form. Share capital public limited company 2.7 Markets served (including geographical breakdown, sectors covered and types of clients/beneficiaries). LS Universe 2.8 Scale of reporting organisation. 01. 2.9 Significant changes during the reporting period n.a. 2.10 Awards received in the reporting period. n.a. 3 GUIDELINES FOR THE REPORT REPORT PROFILE 3.1 Reporting period About this report 3.2 Date of most recent report if any Message from the president 3.3 Reporting cycle About this report 3.4 Contact point for questions About this report SCOPE AND Boundary OF THE REPORT 3.5 Process for defining report content 02.5. 3.6 Boundary of the report About this report 3.7 State any specific limitations on the scope or boundary of the report. About this report 3.8 Basis for reporting on joint ventures, subsidiaries, leased facilities, outsourced operations and other entities that can significantly affect comparability from period to period and/or organisations 3.9 Data measurement techniques and the bases of calculation, including assumptions and techniques About this report Referred to throughout the report 3.10 Explanation of the effect of any re-statements of information provided in earlier reports Referred to throughout the report 3.11 Significant changes comparison from previous reporting periods. Referred to throughout the report Sustainability Report 2009 | ENGLISH 268 SUMMARY OF GRI CONTENT 3.12 Table identifying the location of the Standard Disclosures in the report Current table ASSURANCE 3.13 Policy and current practice with regard to seeking independent assurance for the report. In this first report no external verification was sought. 4 GOVERNANCE, ENGAGEMENTS AND INVOLVEMENT GOVERNANCE 4.1 Governance structure of the organisation 01.2. 4.2 Indicate whether the Chair of the highest governance body is also an executive officer 01.2. 4.3 For organisations that have a unitary board structure, state the number of members of the highest governance body that are independent and/or non-executive directors. 01.2. 4.4 Mechanisms enabling shareholders and employees to transmit their recommendations or issue guidelines to the highest governance body. 01.2. 4.5 Linkage between compensation for members of the highest governance body, senior managers and executives (including departure arrangements) and the organisation’s performance (including social and environmental performance). n.a. 4.6 Processes available to the highest governing body in the hierarchy, in order to avoid conflicts of interest. n.a. Process for determining the qualifications and expertise of the members of the highest governance body for guiding 4.7 organisation’s strategy on economic, environmental and social topics. n.e. 4.8 Internally developed statements of mission or values codes of conduct, and principles relevant to economic, environmental and social performance and the status of their implementation. 01. 4.9 Procedures of the highest governance body for overseeing the organisation’s identification and management of economic, environmental and social performance Annual Report and Account Susteinavility Report Processes for evaluating the highest governance body’s own performance, particularly with respect to economic, environmental and social performance Sustainability Report 4.10 ENGAGEMENTS WITH EXTERNAL INITIATIVES 4.11 Explanation on whether the precautionary principle is broached by the company and in what way. Risk management in food safety and prevention of road safety. 4.12 Externally developed economic, environmental and social charters, principles, or other initiatives to which the organisation subscribes or endorses IRU 4.13 Significant participation in associations (such as industry federations) and/or national and international defence bodies, in terms of organisation. BCSD Portugal STAKEHOLDERS’ ENGAGEMENT 4.14 List of stakeholder groups engaged by organisations. 02.3. 4.15 Basis for identification and selection of stakeholders. 02.3. 4.16 Approaches to stakeholder engagement, including frequency of engagement by type and by stakeholder group. 12.4. 4.17 Key topics and concerns that have been raised through stakeholder engagement and how the organisation has responded to those key topics and concerns, including through its reporting. Sustainability Report 2009 | ENGLISH 12.2. and 12.3. 269 PERFORMANCE INDICATORS ESSENTIAL /ACCESSORY Location or Evaluation ECONOMIC PERFORMANCE EC1 Direct economic value generated and distributed E 04.2. Financial implications and other risks and opportunities for the organisation’s activities due to EC2 climatic change. E n.a. EC3 Fulfilment of obligations concerning the benefits plan defined by the company. E n.e. EC4 Significant financial support received from the government. E 13. EC5 Ratio between the lowest salary and the local minimum wage, at the most important operations units. A n.d. EC6 Policies, practices and proportion of spending on locally based suppliers at the most important operational units. E n.d. EC7 Procedures for local hiring and the proportion of members in the top management positions occupied by individuals from the local community, at the most important operations units. E n.e. EC8 Development and impact of investments in infrastructures and services essentially aimed at public benefit, through commercial involvement, in goods or pro bono. E n.e. A n.d. EC9 Description and assessment of the most significant indirect economic impacts, including their extent. PERFORMANCE INDICATORS ESSENTIAL/ ACCESSORY Location or Evaluation ENVIRONMENTAL PERFORMANCE EN1 Materials used per weight or volume E n.d. EN2 Percentage of materials used arising from recycling. E n.d. EN3 Direct energy consumption by primary energy source E Total diesel consumption of own fleet – 21.611.411 litres EN4 Indirect energy consumption by primary source. E 10.2 – Chart 7 EN5 Total energy saving due to improvements in energy preservation. A 09.3 Initiatives to supply products and services with low energy consumption or that use energy from EN6 renewable sources, and the reduction in energy consumption resulting from those initiatives. A 09.3. EN7 Initiatives to reduce indirect energy consumption and reductions achieved. A 09.3. EN8 Total water consumption, per source. E 10.4 – Chart 11 EN9 Water resources significantly affected by water consumption. A n.a. A n.a. E n.d. EN10 Percentage and total volume of recycled and reused water. EN11 Location and area of land belonging to, leased or administered by the company, lying within or adjacent to protected areas, and areas of high biodiversity index lying outside of protected areas Sustainability Report 2009 | ENGLISH 270 EN12 Description of significant impacts of activities, products and services on biodiversity in protected areas and areas of high biodiversity value outside protected areas. E n.d. EN13 Protected or recovered habitats. A n.e. EN14 Current and future strategies and programs for managing the impact on biodiversity. A n.e. Number of species on the IUCN Red List and on national conservation lists with habitats in areas EN15 affected by operations, by level of risk extension. E n.e. EN16 Total direct and indirect greenhouse gas emissions by weight. E 09.3. – Chart 12 / 10.2. – Chart 13 EN17 Other relevant indirect greenhouse gas emissions by weight. E n.d. EN18 Initiatives to reduce greenhouse gas emissions, as well as the reductions obtained. A 09.3. EN19 Emissions of ozone depleting substances by weight. E n.d. EN20 NOx, SOx and other significant air emissions by type and weight. E n.d. EN21 Total water discharge by quality and destination. E 8.979,6 m3 EN22 Total amount of waste, per type and method of elimination. E 10.3.1. / 10.3.2. EN23 Total number and volume of significant spills. E n.e. Weight of transported, imported, exported or treated waste considered hazardous according to EN24 the terms of the Basel Convention – Annexes I, II, III e IV, and the percentage of waste materials transported by ship on an international level. A n.e. EN25 Identification, size, protection status and value to biodiversity of water resources and their respective habitats which have been significantly affected by water discharges and superficial outflow. A n.e. EN26 Initiatives to mitigate environmental impacts of products and services and extent of impact mitigation. E 09.3. EN27 Percentage of products sold and their packaging materials that are claimed by category. E n.d. Monetary value of significant fines and total number of non-monetary sanctions for, non-compliance EN28 with environmental laws and regulations. E n.a. A n.d. A n.d. EN29 Significant environmental impact resulting from the transport of products and other goods and materials used in the company’s operations, as well as from employee transport. EN30 Total cost of and investment in environmental protection, per type. 271 Sustainability Report 2009 | ENGLISH PERFORMANCE INDICATORS ESSENTIAL/ACCESSORY LOCATION OR EVALUATION SOCIAL PERFORMANCE – Labour Practices and Decent Work Performance LA1 Total workforce by employment type, employment contract and region E 06.2. – Table 6 LA2 Total number and rate of employee turnover by age group, gender and region E 06.4. LA3 Benefits guaranteed to full-time employees which are not offered to temporary or part-time employees. A n.e. LA4 Percentage of employees covered by collective contract agreements. E 06.9. LA5 Minimum prior notification period concerning operations changes, including whether that procedure is specified in collective contract agreements. E 06.9. LA6 Percentage of the total labour force represented at formal health and safety committees, which assist in following up and advising on occupational health and safety programs. A n.e. LA7 Rates of work-related injuries, professional ailments, lost workdays, absenteeism and work-related deaths, per region. E 07.2.1. LA8 Ongoing programs concerning education, training, advice, risk prevention and control, for the assistance of employees, their families or members of the community in relation to serious illnesses. E 11.2. A n.e. E 06.5. – Table 10 A n.e. A n.e. E 06.3. and 06.4 E 06.4. LA9 Topics related to safety and health covered by formal agreements with trade unions LA10 Average hours of training per year, per employee by employee category LA11 Programs for competency management and ongoing learning that support continuity of staff employability and career-end management LA12 Percentage of employees receiving performance and career development assessments on a regular basis. LA13 Composition of governance bodies and breakdown of employees per category, according to gender, age group, minority group membership and other indicators of diversity LA14 Ratio of basic salary of men to women by employee category 272 Sustainability Report 2009 | ENGLISH PERFORMANCE INDICATORS ESSENTIAL/ACCESSORY Location or Evaluation SOCIAL PERFORMANCE – Human Rights HR1 Percentage and total number of significant investment agreements that include human rights clauses or that have undergone human rights screening E n.e. E n.e. A n.e. HR4 Total number of incidents of discrimination and actions taken E 06.4. Operations identified in which the right to exercise freedom of association and collective bargaining may be at HR5 significant risk, and action taken to support these rights E n.e. HR2 Percentage of significant suppliers and contractors that have undergone screening on human rights, and action taken HR3 Total hours of training for employees on policies and procedures related to relevant human rights aspects, including the percentage of employees who received training HR6 Operations identified as having significant risk for incidents of child labour, and measures taken to contribute to the elimination of child labour E n.e. HR7 Operations identified as having of significant risk for incidents or forced or compulsory labour, and measures taken to contribute to the elimination of forced pr compulsory labour E n.e. HR8 Percentage of safety personnel that underwent training concerning company policies or procedures related to human rights aspects A n.e. A n.a. HR9 Total number of cases regarding the violation of indigenous people rights, and measures taken PERFORMANCE INDICATORS ESSENTIAL/ACCESSORY Location or Evaluation SOCIAL PERFORMANCE – Society S01 Nature, scope and effectiveness of any programs and practices assessing and managing the impact of operations on communities, including entering, operating and exiting. S02 Percentage and total number of business units analysed for risks related to corruption E n.e. E n.e. S03 Percentage of employees trained in organisation’s anti-corruption policies and procedures E n.e. S04 Actions taken in response to incidents of corruption E n.a. S05 Public policy positions and participation in public policy development and lobbying E n.d. SO6 Total value of financial and in-kind contributions to political parties, politicians or related institutions by country A n.e. S07 Total number of legal actions due to unfair competition, antitrust and monopoly practices, and their results A n.e. E n.e. S08 Monetary value of significant fines and total number of non-monetary sanctions for non-compliance with laws and regulations. Sustainability Report 2009 | ENGLISH 273 PERFORMANCE INDICATORS ESSENTIAL/ACCESSORY Location or Evaluation SOCIAL PERFORMANCE – Product Responsibility PR1 Life cycle stages in which the health and safety impacts of products and services are assessed for improvement, and percentage of significant products and services categories subject to such procedures E 03.2. PR2 Total number of incidents of non-compliance with regulations and voluntary codes related to the impacts caused by products and services in health and safety during life cycle by type of result A n.e. PR3 Type of product and service information required by procedures, and percentage of significant products and services categories subject to such information requirements E n.a. PR4 Total number of incidents of non-compliance with regulations and voluntary codes related to information and the labelling of products and services by type of result A n.e. A 03.6.1. PR5 Practices related to client satisfaction, including results of research measuring satisfaction PR6 Programs of adherence to laws, standards and voluntary codes related to marketing communications, including advertising, promotion and sponsorship E n.a. PR7 Total number of incidents of non-compliance with regulations and voluntary codes related to marketing communications, including advertising, promotion and sponsorship by type of result A n.e. A n.e. E n.e. PR8 Total number of confirmed complaints regarding violations of privacy and loss of client data PR9 Monetary value of significant fines for non-compliance with laws and regulations concerning the provision and use of products and services Note: · n.a - not applicable · n.d. - not developed · n.e. – non-existing 274 Sustainability Report 2009 | ENGLISH Principles of Sustainability Engagements Providing a service of high quality and responsibility ▪ Meeting client expectations by offering flexible and innovative solutions; ▪ Guaranteeing high standards of quality for own and outsourced fleet, for internal logistics operations and for sales and technical assistance services to semi-trailers. ▪ Guaranteeing high standards of product safety, including food safety, throughout LS’ involvement in the supply chain. 2009 Service Level: On time DLS: 98%, On time LSL: 96%, Global TI: 98% Ensuring the financial strength of the Group ▪ Promoting a policy of Income retention, reinforcing equity and subsequent financial balance; ▪ Adjusting the provisional structure of monetary resources foreign to the nature of financial investments; ▪ Efficiently managing the client portfolio, focusing on the reduction of PMR and guaranteeing the financing of the exploration cycle. 2009 Financial autonomy – 24%; EBITDA – growth of 10% in compared to 2008. Promotion of innovation and being at the fore-front ▪ Implementing a culture of innovation in terms of organisation, process and service, increasing efficiency and creating value for the Client and for the Group ▪ Adopting the best solutions available for the performance of activities, anticipating, whenever possible, client needs and the fulfilment of regulatory requirements. 2009 Quantify Innovation Scoring indicator Investment rate in I&D (under the Turnover) LS ≥ 1.7% Recruitment, Training and Retention of Employees ▪ Stimulating the recruitment and retention of the staff showing the greatest potential; ▪ Assuring the continuity of the management capacity through the qualification and motivation of people; ▪ Boosting professional development and personal fulfilment ▪ Transmitting a vision of a company engaged with its professionals and with their development. ▪ Contribute towards the creation of jobs in socially depressed areas, through the hiring of drivers. 2009 IImplement talent management in 80 High-Potential employees; Enhance the reporting of human resource management indicators, including the turn-over / rotation indicator. Promotion of Occupational Health and Safety ▪ Improving the ergonomic conditions and the environment at the workplace. ▪ Monitoring and mitigating activity-related risks; ▪ Ensuring the existence of suitable resources for the promotion of health and safety in the performance of the professional activity 2009 5% Reduction in the No. of Work-related Accidents 190 hours of training on occupational safety. Promotion of Road Safety ▪ Promoting good driving practices through the training and monitoring of performances, rewarding the best practices; ▪ Providing good job conditions for the drivers in terms of ergonomics, as well as resting conditions; ▪ Properly maintaining vehicles ▪ Creating communication channels on road safety, monitoring road accidents and making engagements towards their reduction. 2009 60% of drivers without accidents for which they are not accountable for during 500 days; Average age of fleet Own: 2 ½ years Outsourced: Transport 8 years, Logistics 8 years 2010 Development of the communication channel with drivers regarding Road Safety Energy efficiency in goods transport ▪ Promoting efficient power units, alternative fuel and inter- and co-modality solutions; ▪ Optimising routes, decreasing kilometres in empty and increasing vehicle occupancy rates; ▪ Investing in eco-driving training ▪ Monitoring fuel consumption, greenhouse gas and particle emissions. ▪ Investing in the relationship with transport and other outsourcers, supporting them with a growing adoption of sustainability criteria. 2009 Reduction of fuel consumption (own fleet) – Reduction of 0.5 lts/100 kms; Rate of increase of EURO 4 and 5 vehicles: Own fleet 6%; Reduction of kms in empty (own fleet and permanent outsourced transport fleets) (kms in empty < 8.1% of total kms); Vehicle occupancy rate (logistics): ≥ 60% (weight) Eco-driving training (h): (1000 man hours - own fleet; 600 man-hours for permanent outsourced fleets; Logistics – DLS: 800 man hours). Improvement of the environmental performance of facilities and operations ▪ Promoting energy efficiency at warehouse, technical assistance to heavy vehicles centres, and offices level ▪ Promoting the correct management and valuing of waste ▪ Monitoring water consumption and promoting its recycling. 2009 Decrease of Energy consumption with Good Practices (DLS – 5%) 10% increase in Waste Recycling (51% to 61%) Definition of environmental requirements for suppliers Monitoring of water consumption used for truck washing 2010 Implement ISO 14001:2004 Standard Promoting internal and external citizenship ▪ Promoting a growing approach to the community, through a strategy of patronage and support for social initiatives. ▪ Supporting institutes, organisations and projects of public interest by providing technical, human resource and financial capacities. ▪ Fomenting the citizenship of its employees by promoting their health and investing in partnerships for their benefit. 2009 Provision of transport services to the Food Bank (Banco Alimentar contra a Fome) and other social organisations; Perform 2 blood donation campaigns; Performance of 2 blood sugar screening campaigns; Performance of one campaign to break the tobacco habit; Development of partnerships with suppliers to obtain privileges for employee e.g. Health insurance for employees and their families in Spain; Encouragement of sports practice through participation in Mini Marathons, long walks, etc Maintenance of additional actions for health promotion referred to in the chapter concerning Occupational Health and Safety; Promotion of Volunteering in High Schools through actions encouraging entrepreneurship. Promoting internal and external communication ▪ ▪ ▪ ▪ 2009 New Web platform for communication with suppliers Structuring communication channels and promoting face-to-face activities for drivers and other employees Promoting visits by learning institutes, families of employees and/or other stakeholders to LS facilities (sites). Promoting strategic communication and operational communication web platforms with suppliers and clients Communicating in a transparent way with the media and with local and national authorities ata Sheertt’09 TechnicalSuD Repo stainability rim Title| Inte SGPS, S.A. Luís Simões | by ce Owned ication Offi ng, Lda. t| LS Comun em Marketi ia Managemen or lt su on C r ta en plem Design| Com