lisbon, 14th march 2012 single management report 2011 in compliance with the demands required by law...

IMPRESA 2011 Results

IMPRESA SGPS SA Publicly Held Company

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

Commercial Register Office of Lisbon

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Lisbon, 14th March 2012

SINGLE MANAGEMENT REPORT 2011 In compliance with the demands required by law regarding public companies, the Board of Directors of IMPRESA – Sociedade Gestora de Participações Sociais, S.A. hereby presents its SINGLE MANAGEMENT REPORT relative to the financial year of 2011. In doing so, the Board was concerned to include sufficient elements and information, so that shareholders and investors in general are able to evaluate IMPRESA GROUP business in the universe in which it operates, in a clear and objective manner. A) CONSOLIDATED ACCOUNTS The Consolidated financial statements were prepared according to IAS/IFRS provisions, as adopted by the European Union, which include the International Accounting Standards (IAS) issued by the International Standards Committee (IASC), the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), and the respective SIC and IFRIC interpretations issued by the International Financial Reporting Interpretation Committee (IFRIC) and Standing Interpretation Committee (SIC).

1. Executive Summary for 2011

Consolidated revenue decreased by 7.9% to 249.7 M€, influenced by the

reduction of 11.2% in advertising revenue, in line with the advertising market.

Operating costs fell by 4.2% in 2011, compared with 2010.

At the end of 2011, net income, before impairment, restructuring charges and capital losses reached 1.3 M€. The net profits were affected significantly by impairment loss of 33.3 M€, mainly registered on the previous quarters, reaching a negative loss of 35.1 M€.

Net remunerated debt, on average terms, decreased by 5.6 M€ in 2011, relative to the values for 2010. By the end of 2011, net debt stood at 213.0 M€, a value below than that at the end of 2010.

According to Francisco Pinto Balsemão, CEO of IMPRESA “IMPRESA got positive results, excluding extraordinary factors, in a year particularly challenging for the sector. We act prudently, and in face of the worsening economic conditions and advertising market, in Jul, the board decided to register an impairment loss. Also worth mentioning, IMPRESA has managed to reduce its net debt during 2011, which will remain its main objective in forthcoming years.

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Table 1. IMPRESA Main Indicators IMPRESA

(Values in 000 €) Dez-11 Dec-10 ch % 4th Qt 2011

4th Qt 2010

ch %

Total Revenues 249.791 271.147 -7,9% 67.174 77.222 -13,0% Television Revenues 164.136 172.997 -5,1% 45.105 50.233 -10,2% Publishing Revenues 81.594 95.310 -14,4% 21.531 26.569 -19,0% Other Revenues 4.061 2.840 43,0% 537 420 27,8%

EBITDA 22.271 33.745 -34.0% 10.169 15.827 -35,8% EBITDA margin 8,9% 12,4% 15,1% 20,5% EBITDA Televisão 22.635 25.000 -9,5% 11.229 12.982 -13,5% EBITDA Publishing 3.363 10.515 -68,0% 986 3.519 -72,0% EBITDA Outras -3.728 -1.771 -110,5% -2.047 -690 -205,6%

EBITDA adj (1) 26.107 35.778 -27,0% 12.280 17.505 -29,8% Margem EBITDA 10,5% 13,2% 18,3% 22,6%

Net Profits -35.059 10.059 n.a. -1.004 7.996 n.a.

Net Profits (2) 1.317 11.502 -88,5% 5.169 8.253 -37,4%

Net debt (M€) 213,0 213,3 -0,2% 213,0 213,3 -0,2% Note: EBITDA = Net Operating Income + Depreciation + Impairement. Operating costs 2011 include 2.6 M€ of restructuring costs for 2011. (1) EBITDA is adjusted for restructuring charges and losses in assets disposals. (2) Net profit adjusted for restructuring charges, losses in assets disposals and impairement gains.

2. IMPRESA Consolidated Accounts

Table 2. Total Revenues

(Values in 000 €) Dec-11 Dec-10 ch % 4th Qt 2011

4th Qt 2010

ch %

Total Revenues 249.791 271.147 -7,9% 67.174 77.222 -13,0% Advertising 133.608 150.514 -11,2% 35.786 44.151 -18,9% Channel Subscriptions 43.109 42.081 2,4% 10.428 11.064 -5,8% Circulation 34.545 37.446 -7,7% 8.257 9.002 -8,9% Multimedia 17.989 19.660 -8,5% 5.830 4.776 22,1% Associated Products 4.920 7.231 -32,0% 1.440 1.769 -18,6% Others 15.621 14.215 9,9% 5.433 4.122 31,8%

In 2011, IMPRESA achieved consolidated revenues of 249.7 M€, corresponding to a decrease of 7.9% relative to the turnover recorded for 2010. During the 4th quarter, this decrease was sharper, standing at 13%. Relative to main sources revenues in 2011:

Decrease of 11.2% in advertising revenue, with a generalised reduction that affected free-to-air television and the press, and which was not offset by the rise in the thematic channels. During the 4th quarter of 2011, the drop was even stronger, of 18.9%.

2.4% growth from thematic and international channel subscriptions revenues. 7.7% decrease in publications sales, caused by the generalised fall in copies

sold and discontinuation of various publications during 2010 and 2011.

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8.5% decrease in multimedia revenues, arising from the reduction recorded during the 1st quarter of 2011, due to the distortion of the values in the 1st quarter of 2010, due to the final stage of the programme "Idols", in February 2010. During the 2nd semester of 2011, with the launch of new competitions, multimedia revenue resumed its growth. Over the 4th quarter, multimedia revenue rose by 22.1%, year-on-year.

32% decline in the sale of associated products, affected by the retraction in private consumption in 2011.

Increase in other revenue by 9.9%, due to the rise in revenue from InfoPortugal, GMTS, Customer Publishing and Academia Olhares, which offset the lower non-recurrent revenues.

Operating costs reached 227.5 M€, corresponding to a reduction of 4.2% in relation to 2010. This decrease was influenced by the variable costs, which fell by 6.8%, as a consequence of the business reduction. Fixed costs decreased by 1.5%, reflecting the effort of containment and reorganisation carried out over the past few years. The evolution of the main costs was as follows:

Restructuring costs stood at 2.6 M€ in 2011, representing an increase of 31.8% in relation to 2010. After this reorganisation, IMPRESA average number of employees in 2011 stood at 1.297.

At the end of 2011, with the sale AEIOU portal business, it was registered a capital loss of 1.15 M€, at the operating costs level.

Programming costs decreased by 5.9%, in spite of the launch of the channel "Peso Pesado", and influenced by the reduction in the programming costs in the morning and afternoon periods, in exchange for the reinforcement of prime time schedule.

Staff costs decreased by 1.7%, as a consequence of the reduction in staff numbers. It should also be noted that in September 2011 there was a voluntary reduction of 10% in the salaries of the members of the Board of Directors and senior staff of IMPRESA.

Costs related to paper only fell by 1.1%, in spite of the lower number of publications and advertising pages, as a result of the higher price of paper during 2011.

Marketing costs decreased by 14.1%, due to the lower number of events in 2011, in contrast to 2010.

Costs related to Associated Products and Multimedia increased by 25.9%, as a result of the fall in business of these two areas.

General costs, known as External Supplies and Services, fell by 1.3%. Adjustments for bad debt reached 1.6 M€, an increase of 73.2%.

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Table 3. Profit & Loss

(Values in 000 €) Dec-11 Dec-10 ch %

4th Qt 2011

4th Qt 2010

ch %

Total Revenues 249.791 271.147 -7,9% 67.174 77.222 -13,0% Television 164.136 172.997 -5,1% 45.105 50.233 -10,2% Publishing 81.594 95.310 -14,4% 21.531 25.567 -19.0% Other & Inter-Segments 4.061 -2.840 n.a. 537 -420 n.a.

Operating costs (1) 227.521 237.458 -4,2% 57.005 61.398 -7,1%

Total EBITDA 22.271 33.689 -33,9% 10.169 15.776 -35,5% EBITDA margin 8,9% 12,4% 15,1% 20,4% Television 22.636 25.001 -9,5% 11.230 12.982 -13,5% Publishing 3.363 10.515 -68,0% 986 3.520 -72,0% Others&Inter-Segments -3.728 -1.771 -110,5% -2.047 -670 -205,6%

Total EBITDA (2) 26.107 35.722 -26,9% 12.280 17.447 -29,6% EBITDA margin 10,5% 13,2% 18,3% 22,6%

Depreciations 8.174 8.127 0,6% 1.990 2.063 -3,6%

EBIT 14.097 25.518 -44,9% 8.180 13.769 -40,6% EBIT Margin 5,6% 9,4% 12,2% 17,8%

Resultados Financeiros (-) 13.420 11.852 13,2% 3.579 3.619 -1,1%

Res. bef Taxes & Minorities 677 13.766 -95,1% 4.600 10.149 -54,1%

Taxes (IRC)(-) 2.404 3.769 -36,2% 1.811 2.218 -18,3% Minorities Interests (-) 15 -117 n.a. 3 -120 n.a.

Net Profits (3) 1.317 11.502 -88,5% 5.169 8.253 -37,4%

Impairements 33.317 56 n.a. 3.789 56 n.a.

Net Profits -35.059 10.059 n.a. -1.004 7.996 -112,6%Note: EBITDA = Net Operating Income + Depreciation + Impairement. (1) Operating costs not included Depreciations and Impairement charges. In the operating costs for 2011, it’s included 2.6 M€ of restructuring costs. (2) EBITDA its adjusted for restructuring costs and capital losses. (3) Net Profit adjusted for restructuring costs (2.7 M€), capital losses (1.15 M€) e impairement charges (33.3 M€). Due to the reorganisation carried out in June 2011, the companies previously placed in the digital area are now included in other’s. AEIOU and Olhares are now consolidated in IMPRESA Publishing, and Impresa.DGSM and InfoPortugal are in the Other segment. This new organisation was enforced as of the 3rd quarter of 2011. EBITDA consolidated, adjusted by restructuring costs and capital losses, has reached by 26.1 M€, which represents a 26.9% decline relative to 2010. Including curtailment costs, EBITDA reached 22.3 M€, having decreased by 34,0% in relation to 2010. The EBITDA margin stood at 8.9% in 2011, reaching a margin of 15.1% during the 4th quarter of 2011. The volume of depreciation remained identical to the levels of 2010, at 8.1 M€. In 2011, investment, including financial leasing, reached 8,3 M€. During 2011, the main investments were as follows:

SIC's main outdoor truck was upgraded to HD, and now has the most modern digital technology for television production.

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The Web Content Management platform was renewed, and currently has 5 new websites on the air.

Most of the computer equipment of the business units has been renewed. A new Human Resources management system has been implemented. Acquisition of a light aircraft, especially adapted for aerial photography.

The negative financial results increased by 13.2% to 13.4 M€, impacted by higher interest charges, although there was a debt reduction in average terms. On the positive side, there were forex gains, which compensated the lower contribution from the associates – Vasp, Lusa and Elsinor, as well as the impairment loss related to Elsinor.

Net remunerated debt stood at 213.0 M€ at the end of 2011, corresponding to a reduction of 0.3 M€ in relation to the 213.3 M€ recorded at the end of 2010. In February 2011, the third and last tranche (6.7 M€) was paid, due to SIC Noticias acquisition in 2009. In terms of average debt over the entire year, this decrease reached 5 M€. The lower remunerated debt was essentially due to the reduction of working capital requirements.

During the 2nd half of 2011, IMPRESA renegotiated part of its bank debt. With this renegotiation, the Group increased its medium and long term lines, increasing the maturity of its financial liabilities, under current market conditions. At the end of 2011, the medium and long term loans represent’s 68.8% of total debt. Over 2011, the equity funds stood at 123.8 M€. Pre-tax earnings reached 0.7 M€, as a consequence of the deterioration of the operating environment which occurred during 2011. An impairment of the total value of 33.3 M€ was recorded for 2011. During the 2nd quarter of 2011, IMPRESA recorded an impairment charge of 29.5 M€, with adjustments to the value of the goodwill of the investments in SIC, Medipress. These impairments are related to rising discount rates, due to the higher interest rates of sovereign bonds and to business prospects which reflect a more adverse macroeconomic environment. At the end of 2011, the provisions for impairment losses were reinforced by 3.8 M€. This reinforcement resulted from further deterioration of business conditions of Medipress. Following the renewal of the partnership between the Sapo portal and SIC, established in 2009, the IMPRESA Group and Sapo renewed their agreement, now expanding its scope to all the other information websites of the different publications of the IMPRESA Group, which will also be integrated in the Sapo Network. This integration will enable the development of new multiplatform projects and will bring in significant synergies, in terms of technology and commercial operations. Before, this sites where managed by AEIOU, and this partnership led to sale of AEIOU business, with a capital loss of 1.15 M€

213,3231,0 229,6 232,8

213,0

Dez‐10 Mar‐11 Jun‐11 Set‐11 Dez‐11

Net Debt Quartely Evolution (M€)

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At the end of 2011, net income, before impairment, capital losses and restructuring costs, reached 1.3 M€. Net income reached a negative value of 35.1 M€ in 2011, compared with the profit of 10.1 M€ for 2010.

3. Television

Table 4. Television Indicators

Dec-11 Dec-10 ch %

4th Qt 2011

4th Qt 2010

ch %

Total Revenues 164.136.256 172.997.311 -5,1% 45.105.270 50.232.778 -10,2% Advertising 96.882.975 105.934.891 -8,5% 25.967.648 32.448.782 -20,0% Channels Subscriptions 43.108.776 42.080.542 2,4% 10.427.843 11.064.325 -5,8% Multimedia 16.874.113 18.117.264 -6,9% 5.789.043 4.367.933 32,5% Others 7.270.392 6.864.614 5,9% 2.920.735 2.351.738 24,2%

Operating Costs (1) 141.500.556 147.996.632 -4,4% 33.875.658 37.250.689 -9,1%

EBITDA 22.635.700 25.000.679 -9,5% 11.229.612 12.982.090 -13,5% EBITDA (%) 13,8% 14,5% 24,9% 25,8%

Result. Before Taxes 14.649.081 16.535.322 -11,4% 9.348.692 10.770.614 -13,2% Note: EBITDA = Net Operating Income + Depreciation + Impairments. (1) Does not consider the effect of depreciation and impairments. The operating costs, in 2011, includes 0.946 M€ of restructuring costs. In 2011, under an increasingly gloomier economic scenario, SIC reacted to the traditional revenue fall by gaining new sources of revenue and through strong containment in operating costs. The total revenue of SIC decreased by 5.1% to 164.1 M€, and pre-tax earnings fell by 11.4% to 14.6 M€, penalised by the restructuring costs and additional provisions. While the advertising market of free-to-air television recorded a 14% decrease in 2011, SIC's advertising revenue fell by only 8.5% during 2011, after a strong retraction of 20% in the last quarter of the year. By the end of the year, advertising revenue represented 59.0% of SIC's total turnover. The evolution of advertising revenues benefited from the market share gains in the generalist and cable channels, which was influenced by the performance improvement in the commercial targets, especially during prime time. SIC's generalist channel achieved a market share of 35.8%, that is, 1% higher than the 2010 values, and in cable SIC strengthened its share to 26%.

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SIC ended the year of 2011 with an average audience of 22.7%, compared with the 23.4% of the previous year, having lost audiences to the cable channels. SIC was the

generalist channel that had the smallest decline in relation to 2010. During 2011, the programming strategy continued focused on achieving the best results in the commercial targets (classes ABC1C2, amongst 15 to 54 year-olds). This strategy enabled it to reach audiences in the commercial targets, higher than the station average. During prime time, SIC was the only generalist channel to rise in relation to 2010. Taken as a whole, the prime time audience increased by almost 1 percentage point to 24.7%, and the commercial target audience increased by 0.6 percentage points to 26.3%. SIC's programming maintained its focus on national fiction in 2011. The quality of the

fiction produced by SIC was distinguished with the Emmy for the best telenovela in 2011, awarded to the Portuguese soap "Laços de Sangue", produced in partnership with TV Globo. The telenovela "Laços de Sangue" was broadcast until September 2011, over a period slightly above one year, and achieved

excellent audiences, higher than those of the station's average. The telenovela, which had an average audience of 27.4% in 2010, increased to 28.2% in 2011, leading its time-slot.

In September, the Portuguese telenovela "Rosa Fogo" made its debut, with SIC standing firm in its commitment to Portuguese fiction. Regarding the rest of SIC's programming during 2011, special reference should be made to:

23,4%22,7%

2010 2011

Daily Audiences ‐ Day 24,1%

23,1%

2010 2011

Daily Audiences‐ Day(Commercial target)

23,8%

24,7%

2010 2011

Audiences ‐ Prime Time

25,7% 26,3%

2010 2011

Audiences ‐ Prime Time

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The entertainment programme "Peso Pesado" was the major commitment of 2011, where the two editions were remarkably successful. The first edition achieved an

average audience of 28.9%, with the Sunday galas reaching an average of 37.4%, while the second edition achieved an average audience of 26.4%.

"Jornal da Noite", which had an average audience of 24.8%, and 26.2% in the commercial target, continued to record values above the station average values.

Brazilian telenovelas continued its presence on SIC. The telenovela "Alma

Gémea", whose debut was in January 2011, was one of the successes of SIC evenings, with audiences above 26.6%, shown until November 2010.

Football was another major focus of SIC. Various matches of the BWIN Cup achieved good audiences, as was the case of the Benfica-Sporting game, which obtained an audience of 52%, followed by the European League matches, with the Braga-Benfica semi-final achieving an audience of 53%.

Subscription revenue generated by SIC channels distributed over cable and satellite, in Portugal and abroad, grew by 4.3% in 2011 to 43.9 M€. Subscription revenue represented 26.7% of SIC's total turnover. This increase was due to the buoyancy recorded in the Portuguese pay-tv market, with increased competition between platforms, as well as the continued growth of the international area.

In 2011, the audiences of SIC thematic channels, as a whole, reached 19.3% (18.9% in 2010), in spite of the increased number of channels in the various platforms. SIC Notícias completed its 11th year of leadership of cable channel audiences, with an average audience of 11.3%. The SIC Mulher channel was also ranked in the top 10 most watched channels, with audiences of 4.2%. SIC Radical achieved an average audience of 2.9%, having decreased relative to 2010. The SIC K channel celebrated its 2nd anniversary and, in spite of only being

present in the MEO platform, reached an average audience of 0.7%, having increased in relation to 2010. A new subscription channel was also launched in 2011, based on the programme "Peso Pesado", which was broadcast during the first edition of the programme, between April and July 2011. The international area of the thematic channels continued to record good growth rates and, in spite of having been affected by the volatility of the USD exchange rate, grew by 5.6% in 2011, representing 12.1% of the turnover of this area and reach over 4.6 million viewers in

2,9

3

4,1

4,2

4,5

5,2

5,5

5,6

5,8

6

11,3

(11º)

TVI24

RTP I

SportTV

Disney Channel

Panda

FOX

Hollywood

AXN

TOP Cable in 2011 (%)

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10 countries - Switzerland, France, USA, Canada, Brazil, Cape Verde, Angola, Mozambique, South Africa and Australia. The Multimedia area fell by 6.9% in 2011, to 16.8 M€. This decrease is essentially justified by the values recorded in the 1st quarter of 2010, which are distorted by the final stage of the programme "Idols" in February 2010, thus explaining the comparative reduction during the first three months of 2011. However, this decrease was then offset by the good performance of the 3rd and 4th quarters of 2011, which benefited from the programmes renewal and were distributed over throughout the day in the entertainment programmes, as was the case of "Peso Pesado". Multimedia revenue increased by 32.5% during the 4th quarter of 2011.

2011 was a very important year for SIC's online platforms. A major technological renovation was carried out in the diction and publications platforms of the websites which enabled the centralised management of contents for multi-platform publication. On the other hand, note should be made of the launch of the SIC Notícias website, with strong focus on video, and the investment in large-scale entertainment projects through the "Peso Pesado", "Laços de Sangue" and "Rosa Fogo" websites. 2011 was a year of growth of audiences and commercial income. All this contributed to a substantial increase in website traffic, with an increase of 32.3% in the number of visitors during 2011. Other revenue increased by 5.9% in 2011, largely due to the higher revenue from telesales and technical services, which offset the lower revenue from merchandising and sale of contents, and lower non-recurrent revenue. SIC's operating costs fell by 4.4%, in 2011, in spite of the increased restructuring costs, to 946 thousand euros, incurred through the amicable contract termination programme launched in May 2011. Excluding the restructuring costs, total costs would have fallen by 5.1% in 2011. Amongst the main variations, programming costs fell by 5.9%, year-on-year, and include the costs related to the programme "Peso Pesado". Multimedia costs decreased by 25%, and fixed costs fell by 1%. In spite of the lower revenue, the cost control enabled mitigating the fall in EBITDA, which reached 22.6 M€, a decrease of 9.5% in relation to 2010, and achieved a margin of 13.8%. The EBITDA margin stood at 24.9% in the 4th quarter of 2011. SIC achieved pre-tax earnings of 14.6 M€ in 2011, corresponding to a decrease of 11.4% in relation to the values of 2010.

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4. Publishing

Table 5. Publishing Indicators

Dec-11

Dec-10 (pf)

ch % 4th Qt

2011 4th Qt 2010

(pf) ch %

Total Revenues 81.593.808 95.309.644 -14,4% 21.531.279 26.568.910 -19,0% Advertising 36.725.458 44.579.374 -17,6% 9.818.809 12.999.363 -24,5% Circulation 34.545.254 37.446.331 -7,7% 8.257.205 9.062.402 -8,9% Associated Products 4.919.527 7.231.192 -32,0% 1.439.984 1.769.397 -18,6% Others 5.403.568 6.052.747 -10,7% 2.015.280 2.737.747 -26,4%

Operating Costs (1) 78.230.537 84.794.164 -7,7% 20.545.096 23.049.228 -10,9%

EBITDA 3.363.271 10.515.480 -68,0% 986.183 3.519.682 -72,0% EBITDA (%) 4,1% 10,9% 4,6% 12,9%

Result. Before Taxes (2) 314.436 8.154.485 -96,1% 63.233 2.947.457 -97,9% Note: EBITDA = Net Operating Income + Depreciation + Impairments. (1) Does not consider depreciation charges and Impairement’s. In 2011, the operating costs include 1.0 M€ relative to the restructuring process. (2) Without impairements. IMPRESA Publishing registered a impairment loss of 5.3 M€ relative to Medipress. IMPRESA Publishing continued to face very difficult market conditions, arising from the adverse economic circumstances. The measures taken over the last 3 years and the cost control during 2011, enabled to maintain its profitability in positive territory. Under the reorganisation of the IMPRESA Group, as of the 3rd quarter of 2011, IMPRESA Publishing started to incorporate the business of AEIOU and Olhares in its consolidation perimeter. It should also be noted that, during the 2nd quarter of 2011, IMPRESA Publishing initiated a process of merger through incorporation of the companies Sojornal, Impresa Classificados and Publisurf into IMPRESA Publishing, with the objective of rationalising its investments, cost-cutting and ensuring a more flexible organisation. In 2011, total revenue reached 81.6 M€, which represented a decrease of 14.4% in

relation to 2010 pro-forma accounts. The revenues negative evolution was across all revenue lines, with the exception of the positive contribution from the events, Academia Olhares and customer publishing. At IMPRESA Publishing advertising revenue represented 45% in 2011. The non-daily press advertising market contracted by 21.0% over 2011. In the

case of IMPRESA Publishing, advertising revenue fell by 17.6%, to 36.7 M€. During the 4th quarter of 2011, advertising revenue decreased by 24.5% year-on-year, while the sector as a whole fell by 32% over the same period. The different types of advertising revenue showed a differentiated behaviour. While there was a decline in display revenue, but less than that of the sector average, the revenue from classified advertisements showed a similar reduction, online revenue was slightly

Advertising45,0%

Publications42,3%

Products6,0%

Others7,4%

IMPRESA PublishingRevenus Structure 2011

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negative, but revenue derived from sponsorships grew, having benefited from the events which were held during 2011. In 2011, revenue from the sale of publications reached 34.5 M€, representing a decrease of 7.7%. Revenue from publications sales was affected negatively by the discontinuation of various magazines, namely FHM in the 1st quarter of 2010, and Cosmopolitan and SurfPortugal in the beginning of 2011. During a year marked by the generalised decline in circulation, the publications of IMPRESA Publishing maintained their positions of leadership in the different market segments in 2011. Expresso, which published its edition number 2000, and continued to be the most sold weekly newspaper, with circulation values of 103 thousand copies. The paid circulation of Visão decreased over 2011, to 97 thousand copies, where this value represents over 50% of the news&magazines market share. Special reference should be made to TV Mais which, in contrast to most of the portfolio, managed to increase its circulation to levels above 75 thousand copies, an increase of 15% in relation to 2010. In the beginning of 2011, the Group's titles entered, in a decisive manner, into the new platforms, and especially in iPad. The possibility of accessing news and entertainment contents, plus access to all media formats simultaneously, including text, photography and video, is a successful formula. After the launch for iPad of Visão in December 2010, this was followed by the editions of Caras, Exame and Expresso in the first 3 months of 2011, and Android versions of these same publications were offered during the rest of the year. The acceptance shown by readers and advertisers has been very positive. For all these brands as a whole, there were 240 thousand paid downloads during 2011, especially concerning Expresso, which ended the year with sales of around 6,000 downloads of the weekly edition.

Another novelty of 2011 was the launch of the app of the "Boa Cama Boa Mesa" guide for iPhone and Android, in partnership with InfoPortugal.

The launch of the magazine Rumo in Luanda, in December, was the first step towards the process of internationalisation of IMPRESA Publishing. The outcome of a strategic partnership between IMPRESA and the Angolan Atlantico/Finicapital Group, the brand Rumo intends to transport to the Angolan market the experience and historic reputation of IMPRESA in the area of good economic journalism combined with its multiplatform approach. Following the launch of the magazine, website and app for tablets, the project now includes focus on the live-media area, such as conferences and seminars, celebrating the best performances achieved by Angolan companies. At the same time, during 2011 there was continued

strengthening of the multimedia capacities of the different brands of IMPRESA Publishing. The migration to the new Web Content Management platform accelerated in 2011, and ended with 4 websites in this new platform. The improvements that have been introduced have enabled the continued growth of traffic at a high level. On average, during

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2011, the number of visits increased by 35% and the number of pages increased by 37%, in relation to 2010. As a whole, in December 2011, the websites of IMPRESA Publishing recorded 9.9 million visitors, achieving 73.4 million page views. Following the renewal of the partnership between the Sapo portal and SIC, established in 2009, the Impresa Group and Sapo renewed their established agreement, now expanding its scope to all the other information websites of the different publications of the Impresa Group, which will also be integrated in the Sapo Network. This integration will enable the development of new multiplatform projects and will bring in significant synergies, in terms of technology and commercial operations.

Olhares, which is now included in the consolidation perimeter of IMPRESA Publishing, continued to solidify its presence as the largest photography website in Portugal. During 2011, the company turnover increased by 31%, year-on-year, to stand at 269.2 thousand euros. Its presence in Brazil was strengthened in 2011, with this market currently representing approximately 50% of the website's traffic. However, 2011 was the year of consolidation of Academia Olhares, which expanded its activity to 13 cities, through the ministration of 100 courses. Furthermore, 2 Creative Photography courses were carried out in Brazil with success.

The area of associated products also recorded a decline over 2011, of the order of 32%, with turnover having reached 4.9 M€. However, note should be made of the successes of the DVD collection on "Harry Potter", "Clint Eastwood" and "Saga Twilight", as well as the 2011 edition of the "Boa Cama e Boa Mesa" guide. The other revenue decreased by 10.7% in 2011, due to the growth of business of Academia Olhares, Customer Publishing and editorial events and projects. During 2011, the most important events the following:

"Portugal, Europe and the Sea, a strategy for the twenty-first century" The “Sustainable Future” Conference "Countries like Us" "Media of the Future" “Millennium Expresso Movement” “The Exports Path” Banco Popular/Exame Conference Cycle 500 Biggest and Best, 1000 Largest SMEs, Banking & Insurance, Best Companies

to Work for in Portugal Golden Globes / Caras

At an institutional level, there is continued focus on the holding of various events, in particular the Pessoa Award, Primus Inter-Peer Award, Active Woman Award and Sustainability Month. Operating costs fell by 7.7%, still penalised by the restructuring costs which reached 1.0 M€ in 2011. The operating evolution and restructuring costs penalised the EBITDA generated in 2011, which declined by 68% to 3.4 M€. The operating performance enabled the achievement of positive pre-tax earnings of approximately 314 thousand euros by the end of 2011. In 2011, the net income of IMPRESA Publishing was also affected by a provision for impairment relative to Medipress, which stood at 5.3 M€.

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5. IMPRESA Other Table 6. IMPRESA Others & Inter-segments

Dec-11 Dec-10 (pf) ch % 4th Qt

2011 4th Qt

2010 (pf) ch %

Total Revenues 4.061.403 2.839.691 43,0% 537.270 420.491 27,8% DGSM 2.157.755 2.198.382 -1,8% 123.529 156.102 -20,9% InfoPortugal 1.595.713 1.367.108 16,7% 521.742 354.022 47,4% Others 307.935 -725.799 n.a. -108.001 -89.633 n.a

Operating Costs (1) 7.789.421 4.611.026 68,9% 2.583.788 1.090.231 137,0%

EBITDA -3.728.018 -1.771.335 -110,5% -2.046.518 -669.740 -205,6% EBITDA (%) -91,8% -62,4% -380,9% -159,3%

Note: EBITDA = Net Operating Income + Depreciation/Amortisation + impairment. (1) Does not consider the effect of depreciation and impairment charge. In 2011, it includes a capital loss (1.15 M€) relative to the sale of the portal AEIOU. In this segment, it’s registered a impairment loss of 27.9 M€ relative to SIC. Under the reorganisation carried out at the end of the 1st semester of 2011, the IMPRESA Other segment was created, which includes the following companies in its consolidation perimeter: Impresa-DGSM and InfoPortugal, the holdings (IMPRESA, IMPRESA Digital and Solo), the shared services company Impresa Serviços, and the real estate company Office Share, as well as the corrections arising from inter-company transactions. During 2011, the evolution of the main operating activities was as follows:

The hotel business continued to be marked by the postponement of most of the investments, continuing the trend which began in 2010. During 2011, total operating income stood at 2.2 M€, approximately

2% lower than that achieved in 2010. EBITDA was negative, having been penalised by the adjustments for bad debt of approximately 645 thousand euros. There was a decrease of content sales, due to the lower hotel occupation rate as well as the temporary closing of various hotels during 2011, which implied, in practice, a decline in the number of operational rooms in relation to 2010. With the construction carried out at the end of the year, IMPRESA.DGSM reached the milestone of 12,000 installed rooms. The pilot project in the health area was started-up during 2011. The 2nd generation of the DGS platform, with new functionalities, was also implemented. Another important project was the integration of the DGS platform in Smart TVs LG ProCentric, which enabled the elimination of the set-up box. 2011 also marks the beginning of the business in Angola, with the installation of the DGS platform in the recently inaugurated SANA Luanda.

15

InfoPortugal achieved a total turnover of 1.5 M€ in 2011, a record value, representing an increase of 16.7% in relation to 2010. EBITDA was positive by 369.1 thousand euros, slightly above the value recorded for 2010.

In 2011, InfoPortugal reorganised its activity, concentrating the business in 3 areas: GIS - Geographic Information Systems (covering Cartography and Aerial Photography), Editorial Projects and R&D (covering the development of applications and the integration of GIS solutions).

The provision of integrated services in complex solutions on web and mobile platforms, as well as in paper format routes, also showed major growth over 2011. These projects, apart from specific technological development, include, concerning contents, the cartography of road axes, POIS (points of interest), 3D models, augmented reality, videos and audios, as well as aerial photography. For its aerial photography activity, in 2011, InfoPortugal acquired a light aircraft specially adapted to mount its digital camera. Amongst the main projects, particular reference should be made to the "Douro Tourist Guide" in Portuguese and English languages, which is the first to cover the 19

municipalities covered by the Douro Tourism region, the Lisbon City Hall project, involving the entire surveying of all the horizontal and vertical signs of the city of Lisbon, and the "Polis Litoral Ria de Aveiro", where was made record of all the public water-related constructions along the banks of the Aveiro river estuary, using aerial photography.

Moreover, during 2011, InfoPortugal embraced new projects in the areas of development of applications for mobile equipment and smartphones, which were placed on the specific markets of the main players, iPhone and Android, in particular the Traffic, Useful Numbers, Igogo and BCBM applications, this last one in partnership with IMPRESA Publishing.

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6. Human Resources Regarding the organisation of the Human Resources Department, the following took place in 2011: Minimisation of risks inherent to the contracting of service providers and

outsourcing companies;

Intervention in the merger of Sojornal and Impresa Classificados in the company Impresa Publishing, including the communication strategy of this operation to the employees of both target companies;

Creation of a new procedure through which the HRD is consulted prior to presenting admission requirements to the Executive Committee for approval;

Introduction of important improvements in performance management of 2011, including the implementation of a new computer system and the reintroduction of self-appraisal;

Focus on internal mobility, through the identification and dissemination of opportunities in the Group;

In training, organisation of the fifth edition of the Journalism and Contents Production Course for non-journalist staff and of a Workshop on Tablets, continuation of training relative to the new Orthographic Agreement, and professional specialisation with regards to language training;

Organisation of several initiatives with a view to motivating employees.

Regarding the human capital of the IMPRESA Group, at the end of 2011 the number of employees fell to 1,262, representing a reduction of 43 permanent staff members relative to the total for 2010. Female employees represent 47% of the total, with gender distribution being very balanced. The average age of total employees is 39 years. The professionals of the editorial area represent approximately 53% of the total number. The following table presents the profile of the employees of the IMPRESA Group, as at 31 December 2011: Table 7. Human Resources in 2011

Television Publishing Common Others Total Total 2011 2011 2011 2011 2011 2010 Nº Employees 604 527 103 28 1.262 1.443 Male 343 247 64 16 670 672 Female 261 280 39 12 592 633

Age (years) 40 39 43 33 39 39

Qualifications University 264 263 50 22 599 598 12º Grade 269 191 45 6 511 543

< 12º Grade 71 73 8 0 152 164 Area 604 527 103 28 1.262 1.305

Editorial 350 320 0 3 673 700 Non Editorial 254 207 103 25 589 605

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7. IMPRESA in the Stock Market In 2011, capital markets registered negative variations in general, but mostly in Europe, as a result of the intensification of the sovereign debt crisis. The Portuguese market was

particularly affected, having registered one of the most significant decreases in value for the year. The PSI 20 closed the year with a 27.6% decline, after having depreciated 10.3% in 2010. The request for external assistance, the change of government and the intensification of the austerity programmes all contributed to penalise the performance of the Portuguese stock market. The EuroStoxx European reference

index registered a slight decrease of 8.4% in 2011. The media sector in Europe, on the other hand, also registered a negative performance, with the DJ Eurostoxx Media index falling 10.6% and the television companies' securities subsector declining 38.9% in 2011. IMPRESA shares were penalised and ended 2011 with a decline of 66.4% The decline in stock market prices was accompanied by the continued decrease in the liquidity of shares. The average transaction volume of 76.5 thousand shares/day in 2010 declined to 36.3 thousand shares/day in 2011 (-52.5%). In addition to the general disinvestment that affected the Portuguese stock market, the reduced free-float of IMPRESA shares accentuated the magnitude of the decline.

8. Prospects The forecasts point to a 2012 with one of the most adverse macroeconomic environments of the last few years. In view of these prospects, and assisted by the measures taken during 2011, the IMPRESA Group will continue with tight control of operating costs, with the main objective being the maintenance of profitability in terms of net operating income and the continuation of its net debt reduction. Lisbon, 14th March 2012

0

0,2

0,4

0,6

0,8

1

1,2

1,4

1,6

Jan-11 Fev-11 Mar-11 Abr-11 Mai-11 Jun-11 Jul-11 Ago-11 Set-11 Out-11 Nov-11 Dez-11 Jan-12

IMPRESA - Comportamento das ações em 2011

0

20.000

40.000

60.000

80.000

100.000

120.000

Jan‐11 Fev‐11 Mar‐11 Abr‐11 Mai‐11 Jun‐11 Jul‐11 Ago‐11 Set‐11 Out‐11 Nov‐11 Dez‐11

IMPRESA 2011 Volumes(média diária)

Nº Ações

18

IMPRESA 2011 Individual Company Report

19

B) INDIVIDUAL ACCOUNTS 1. Analysis of Individual Accounts As already noted in the 2009 Report, the Board of Directors of IMPRESA decided to adopt, in the preparation of its individual financial statements, the IAS/IFRS as adopted by the European Union, from 1 January 2009. Hence, the individual financial statements as at 31 December 2011 and 2010 were prepared in accordance wit these accounting standards, considering 1 January 2008 as the transition date for the effects of the calculation of the conversion adjustments. During 2011, in individual terms, the operating costs stood at the value of 2.63 M€, which compares with 2.493 M€ reached in 2010. To note, that from September 2011, a 10% voluntary reduction was imposed to the members of Board as well principal director’s of IMPRESA. With respect to positive financial results, note should be made of the rise from the 2.138 M€ of 2010, to 6.074 M€ in 2011, as consequence of the rise of the financial gains, from 3.083 M€ to 7.195 M€, due to dividends received from participating companies, which compensated the rise financial costs, from 0.945 M€ to 1.120 M€, due to the rise in interest rates. The net income calculated for 2010 was positive, in the amount of 4.146 M€, in comparison with the gain of 1,672 M€ registered in 2010. 2. Proposal for the coverage of retained earnings Considering the difficult financial environment, and the limitations to dividend distributions included in the financial contracts, the Board of Directors of IMPRESA proposes that net income of 4.146.655 euros, recorded in 2011, is proposed to be applied as follows:

To the legal reserve heading 207.333 euros To the free reserves heading 3.939.322 euros

C) ACTIVITIES OF THE NON-EXECUTIVE DIRECTORS The non-executive directors, in compliance with their legal attributions, participated in the meetings of the Board of Directors, namely in meetings where the quarterly, half-year and annual accounts for the financial year of 2011 were assessed and approved, as well as in the general meetings of shareholders. No constraints to the exercise of their functions were encountered. In accordance with the terms of the law and IMPRESA Audit Committee regulations, the activities performed by non-executive members of the Audit Committee members are described in a separate report, which is an integral part of the IMPRESA 2011 Annual Report and Accounts.

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D) ACKNOWLEDGEMENTS The Board of Directors would like to thank the employees for the effort and dedicated commitment shown which made it possible, in spite of all the difficulties, to present the results provided in this Report. The Board of Directors would also like to thank the Statutory Auditor and the following banks for their collaboration during the financial year ended: Banco BPI, Caixa Geral de Depósitos, Caixa Banco de Investimento, Banco Espírito Santo, Banco Espírito Santo de Investimento, Millennium BCP, Banco Santander Totta, Barclays Bank and Montepio Geral. Lisbon, March 14th, 2012

The Board of Directors

Francisco José Pereira Pinto de Balsemão

Francisco Maria Supico Pinto Balsemão

Pedro Lopo de Carvalho Norton de Matos

Alexandre de Azeredo Vaz Pinto

António Soares Pinto Barbosa

Maria Luísa Coutinho Ferreira Leite de Castro Anacoreta Correia

Miguel Luís Kolback da Veiga

José Manuel Archer Galvão Teles

Notes 2011 2010

NON-CURRENT ASSETS Investments in group and associated companies 10 164.028.280 159.017.056

164.028.280 159.017.056

CURRENT ASSETS:State and other public entities 11 - 1.583.678Other current assets 12 5.702.633 4.517.454Cash and cash equivalents 13 135.224 45.941

5.837.857 6.147.073169.866.137 165.164.129

EQUITY:Capital 14 84.000.000 84.000.000Share premium 15 36.179.271 97.902.257Legal reserve 16 843.428 759.786Other reserves 16 1.589.193 -Accumulated losses 15 - (61.722.986)Net profit for the year 4.146.655 1.672.835

126.758.547 122.611.892

LIABILITIES:NON-CURRENT LIABILITIES:

Borrowings 17 10.901.719 15.889.66710.901.719 15.889.667

CURRENT LIABILITIES: Borrowings 17 10.414.806 9.809.172Loans from group companies 18 18.200.000 14.125.000Trade and other payables 19 186.762 88.869State and other public entities 20 737.026 115.829Other current liabilities 12 2.667.277 2.523.700

32.205.871 26.662.570 Total liabilities 43.107.590 42.552.237

TOTAL EQUITY AND LIABILITIES 169.866.137 165.164.129

THE ACCOUNTANT THE BOARD OF DIRECTORS

as of 31 December 2011.

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

STATEMENTS OF FINANCIAL POSITION AS OF 31 DECEMBER 2011 AND 2010

(Amounts stated in Euros)

(Translation of balance sheets originally issued in Portuguese - Note 27)

The accompanying notes form an integral part of the statement of financial position

ASSETS

Total non-current liabilities

Total current liabilities

EQUITY AND LIABILITIES

Total non-current assets

Total current assets TOTAL ASSETS

TOTAL EQUITY

Notes 2011 2010

OPERATING REVENUE:Other operating revenue 3 4.731 109.465

OPERATING COSTS:External supplies and services 4 (528.756) (592.854)Personnel costs 5 (1.813.664) (1.792.667)

Other operating costs 6 (287.569) (107.795)Total operating costs (2.629.989) (2.493.316)

Operating loss (2.625.258) (2.383.851)

NET FINANCIAL ITEMS:Net financial costs 7 (1.120.629) (945.012)Net gain on group companies and associates 7 7.195.142 3.083.480

6.074.513 2.138.468Loss before taxes 3.449.255 (245.383)

Income tax for the year 8 697.400 1.918.218

Net profit for the year 4.146.655 1.672.835

Comprehensive net profit for the year 4.146.655 1.672.835

Earnings per share: Basic 9 0,0247 0,0100 Diluted 9 0,0247 0,0100

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


STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED 31 DECEMBER 2011 AND 2010


(Translation of statements of comprehensive income originally issued in Portuguese - Note 27)

Share Legal Other Accumulated Net profit Total Capital premium reserve reserves losses for the year equity

Balance at 31 December 2009 84.000.000 97.902.257 759.786 - (59.730.004) (1.992.982) 120.939.057Appropriation of the loss for the year ended 31 December 2009 - - - - (1.992.982) 1.992.982 -Profit for the year ended 31 December 2010 - - - - - 1.672.835 1.672.835

Balance at 31 December 2010 84.000.000 97.902.257 759.786 - (61.722.986) 1.672.835 122.611.892

Appropriation of profit for the year ended 31 December 2010 (Note 16) - - 83.642 1.589.193 - (1.672.835) -Coverage of losses (Note 15) - (61.722.986) - - 61.722.986 - -Net profit for the year ended 31 December 2011 - - - - - 4.146.655 4.146.655

Balance at 31 December 2011 84.000.000 36.179.271 843.428 1.589.193 - 4.146.655 126.758.547


The accompanying notes form an integral part of the statement of changes in equity for the year ended 31 December 2011.


STATEMENTS OF CHANGES IN EQUITY


(Amounta stated in Euros)

(Translation of a statement of changes in equity originally issued in Portuguese - Note 27)

Notes 2011 2010OPERATING ACTIVITIES:Cash paid to suppliers (430.863) (557.319)Cash paid to employees (1.805.239) (1.754.826)

Cash used in operations (2.236.102) (2.312.145)Payments relating to income taxes 1.821.863 1.659.733 Other cash paid relating to operating activities (294.087) (168.309)

Net cash used in operating activities (1) (708.326) (820.721)

INVESTING ACTIVITIESCash received relating to:

Investment in group and associated companies 10 30.000 29.007 Dividends 7 7.775.358 3.697.507 Loans to group companies - 10.825.000 Interest and similar income 10 15

7.805.368 14.551.529

Cash paid relating to:Capital increases in group companies 10 - (80.000)Acquisition of participations 10 (170) - Supplementary capital contributions 10 (5.621.270) (22.068.157)

(5.621.440) (22.148.157) Net cash from/(used in) investing activities (2) 2.183.928 (7.596.628)

FINANCING ACTIVITIES:Cash received relating to:

Bank borrowings 17 650.000 2.850.000 Loans from group companies 18 6.975.000 14.125.000

7.625.000 16.975.000

Cash paid relating to:Bank borrowings 17 (5.000.000) (4.000.000)Loans from group companies 18 (2.900.000) (4.949.688)Interest and similar costs (1.066.953) (921.211) (8.966.953) (9.870.899) Net cash used in financing activities (3) (1.341.953) 7.104.101

133.649 (1.313.248)

Cash and cash equivalents at the beginning of the year 13 (1.913.231) (599.983)Cash and cash equivalents at the end of the year 13 (1.779.582) (1.913.231)


for the year ended 31 December 2011.The accompanying notes form an integral part of the cash flow statement


CASH FLOW STATEMENTS FOR THE YEARS ENDED

31 DECEMBER 2011 AND 2010


(Translation of cash flow statements originally issued in Portuguese - Note 27)

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

IMPRESA - SOCIEDADE GESTORA DE PARTICIPAÇÕES SOCIAIS, S.A. NOTES TO THE FINANCIAL STATEMENTS AS OF 31 DECEMBER 2011 (Amounts stated in Euros) (Translation of notes originally issued in Portuguese – Note 27)

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INTRODUCTORY NOTE Impresa – Sociedade Gestora de Participações Sociais, S.A. (“the Company” or “Impresa”) has its head-office in Lisbon, was founded on 18 October 1990, its main activities being the management of investments in other companies. Impresa is the parent company of a group made up of Impresa and its subsidiaries (“Group”). The Group operates in the media industry, namely in television broadcasting, publishing (newspapers and magazines) and other audiovisual activities. In June 2011 the company Soincom – Sociedade Gestora de Participações Sociais, S.A. (“Soincom” a fully owned subsidiary) was merged into the Company, effective for accounting purposes as of 1 January 2011. These financial statements were approved for publication by the Board of Directors of Impresa on 14 March 2012 and will be submitted for approval by the Shareholders’ General Meeting, which, in accordance with current legislation, can still make changes to them. The Company has also prepared consolidated financial statements in accordance with legislation. 2. MAIN ACCOUNTING POLICIES

2.1 Bases of presentation

The financial statements have been prepared on a going concern basis, from the Company’s accounting records, maintained in accordance with the provisions of IAS/IFRS as endorsed by the European Union, which include the International Accounting Standards (“IAS”) issued by the International Standards Committee (“IASC”), International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and related “SIC” and “IFRIC” interpretations issued by the International Financial Reporting Interpretation Committee (“IFRIC”) and Standing Interpretation Committee (“SIC”). These standards are hereinafter be referred to as “IFRS”. Impresa adopted IFRS in the preparation of its non-consolidated financial statements for the first time in 2009 and so, in compliance with IFRS 1 – First-time Adoption of International Financial Reporting Standards (“IFRS 1”), the date of transition from Portuguese generally accepted accounting principles to IFRS rules was 1 January 2008. Therefore, in compliance with IAS 1, Impresa declares that these financial statements and related notes comply with the requirements of IAS/IFRS as endorsed by the European Union, in force for the years beginning on 1 January 2011.

2.2 Adoption of new and revised IAS/IFRS

The accounting policies adopted for the year ended 31 December 2011 are consistent with those used for the preparation of the Company’s financial statements for the year ended 31 December 2010 and are referred in the respective notes. The following standards, interpretations, amendments and revisions endorsed by the European Union with mandatory application in financial years starting on or after 1 January 2011, which did not have a significant impact on the amounts reported in these financial statements, were adopted in the year ended 31 December 2011: Amendments to IAS 24 – Related parties disclosures; Amendments to IFRS 8 – Operating segments; Amendments to IFRIC 14 – Pre-payments of a minimum funding requirement; IFRIC 19 – Extinguishing of financial liabilities with equity instruments; Amendments to IFRS 1 – First time adoption of international financial reporting standards; Amendments to IFRS 7 – Financial instruments: Disclosures; Improvements to IFRS 1, IFRS 3; IFRS 7; IAS 1, IAS 32, IAS 34, IAS 39 and IFRIC 13; Amendments to IAS 32 – Financial instruments.

At the date of approval of these financial statements by the Board of Directors, changes to IFRS 7 –Financial instruments: disclosure (revised) (years beginning on or after 1 July 2011) were issued and approved by the European Union but of mandatory application only in subsequent years. Although this standard was approved by the European Union, it was not adopted by Impresa in the year ended 31


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December 2011 as its application is not yet mandatory. However significant impacts on the financial statements are not expected as a result of their adoption.

2.3 Investments in group and associated companies

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

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

2.4 Financial instruments

2.4.1 Other current assets

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

2.4.2 Cash and cash equivalents

Cash and cash equivalents comprises cash, term deposits and other treasury applications which mature in less than three months that are readily convertible to cash with an insignificant risk of change in value. For the purposes of the cash flow statement, cash and cash equivalents also includes bank overdrafts, reflected under the caption “Bank borrowing” on the statement of financial position.

2.4.3 Borrowings Borrowings are initially recognized at the amount received, net of expenses relating to its issuance. Expenses incurred with the issuance of borrowings are recognized in accordance with the amortized cost method, in the statement of comprehensive income over the period of the loan. Financial costs relating to bank interest and similar costs, such as stamp tax, are recognized in the statement of comprehensive income on an accruals basis, the amounts due as of the date of closing the financial statements being classified as “Other current liabilities”.

2.4.4 Loans from group companies

Loans from group companies are recorded at their nominal value.

2.4.5 Trade and other payables and other current liabilities

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


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2.5 Provisions and contingent liabilities

Provisions are recognized when there is a present obligation (legal or implied) resulting from a past event, the resolution of which will probably require expending internal resources, the amount of which can be reasonably estimated.

The amount of provisions is reviewed and adjusted at the date of each statement of financial position so as to reflect the best estimate at that time. When any of the above mentioned conditions are not met, the corresponding contingent liability is not recorded but only disclosed, unless a future outflow of funds affecting future financial benefits is remote, in which case it is not disclosed.

2.6 Pension liability

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

- Interest cost

- Estimated return of the assets of the funds

- Recognition of actuarial gains and losses.

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

2.7 Income tax

Income tax for the year consists of current tax and deferred tax and is recorded in accordance with the provisions of IAS 12. Impresa is taxed in accordance with the special regime for the taxation of groups of companies (regime especial de tributação dos grupos de sociedades - “RETGS”)), which covers all the companies in which Impresa has a direct or indirect participation of at least 90% and comply with the other conditions of the regime. The other companies of the Impresa Group not covered by the special regime for the taxation of groups of companies are taxed individually based on their taxable income at the applicable tax rates. In determining income tax cost for the year, in addition to current tax, the effect of deferred tax is also considered, calculated based on the difference between the book value of assets and liabilities and their corresponding value for tax purposes.


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Deferred tax assets and liabilities are calculated and assessed annually using the tax rates expected to be in force when the temporary differences reverse. Deferred tax assets are only recognised when there is reasonable expectation that there will be sufficient future taxable income to use them. At the date of each statement of financial position, a review of the temporary differences underlying the deferred tax assets is made so as to recognize the deferred tax assets not previously recognized because they did not fulfill the conditions required for them to be recognized and/or reduce the amount of the deferred tax assets based on the current expectation of their future recovery. At 31 December 2011 and 2010, Impresa did not have operations with temporary taxable differences resulting in deferred tax liabilities.

2.8 Accruals basis

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

2.9 Classification in the statement of financial position

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

2.10 Subsequent events

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

2.11 Impairment of assets

Impairment tests are made of assets as of the date of the statement of financial position and whenever events or changes in circumstances are identified that indicate that the amount of an asset may be impaired. Whenever the book value of an asset exceeds its recoverable amount, an impairment loss is recognized in the statement of comprehensive income. The recoverable amount is the higher of the net selling price and value of use. Net selling price is the amount that could be obtained from the sale of the asset in a transaction between knowledgeable independent entities, less the costs directly attributable to the sale. Value of use is the present value of the estimated future cash flows from continued use of the asset and its sale at the end of its useful life. Value in use results from future cash flows discounted based on discount rates that reflect the present value of the principal and the specific risk of the assets.

Whenever the book value of an asset exceeds its recoverable amount, an impairment loss is recognised in the statement of comprehensive income for the period to which it refers. When an impairment loss is subsequently reversed the book value of the asset is adjusted to its estimated value. However, impairment losses are reversed only up to the amount that would have been recognised had no impairment loss been recognised for the asset, net of amortisation or depreciation, in prior years. The reversal of impairment losses is recognised immediately in the statement of comprehensive income.


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3. OTHER OPERATING REVENUE

Other operating revenue for the years ended 31 December 2011 and 2010 is made up as follows:

2011 2010

Excess estimated tax - 103,362Other operating income 4,731 6,103

4,731 109,465

4. EXTERNAL SUPPLIES AND SERVICES

This caption for the years ended 31 December 2011 and 2010 is made up as follows:

2011 2010

Rents (a) 235,600 222,696Specialized works (b) 231,002 295,739Others 62,154 74,419

528,756 592,854

(a) This caption, for the years ended at 31 December 2011 and 2010, includes 89,784 Euros charged by

related entities (Note 23).

(b) This caption, for the years ended 31 December 2011 and 2010, includes 14,288 Euros and 9,006 Euros Euros, respectively, charged by related entities (Note 23).

5. PERSONNEL COSTS

Personnel costs for the years ended 31 December 2011 and 2010 are made up as follows:

2011 2010

Remuneration of the corporate boards (Note 23) 762,125 758,332Personnel remuneration 790,026 764,587Charges on remuneration 250,833 249,763Others 10,680 19,985

1,813,664 1,792,667

The Company had an average of 10 and 9 employees during the years ended 31 December 2011 and 2010, respectively.

6. OTHER OPERATING COSTS

Other operating costs for the years ended 31 December 2011 and 2010 are made up as follows:

2011 2010

Taxes 176,000 34,051Subscriptions 82,362 52,110Estimated tax insufficiency 9,586 -Other operating costs 19,621 21,634

287,569 107,795


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7. NET FINANCIAL ITEMS

Net financial items for the years ended 31 December 2011 and 2010 are made up as follows:

2011 2010Financial costs:Interest (1,079,005) (912,736)Other financial costs (41,634) (32,291)

(1,120,639) (945,027)

Financial inccome:Interest 10 15

(1,120,629) (945,012)

Gain/(loss) on group and associated companies:Dividends (a) 7,775,358 3,697,507Impairment loss on investments in associates (Note 10) (580,216) (593,034)Liquidation of the company Impresa.com - Publicidade e Projectos Especiais, Lda. ("Impresa.com") (Note 10) - (20,993)

7,195,142 3,083,4806,074,513 2,138,468

(a) This caption at 31 December 2011 and 2010 corresponded to dividends received from the following companies (Note 23):

SIC - Sociedade Independente de Comunicação, S.A. ("SIC") 7,702,226 -Lusa – Agência de Notícias de Portugal, S.A. (“Lusa”) 73,132 52,110Impresa Publishing - 3,645,397

7,775,358 3,697,507

8. DIFFERENCES BETWEEN THE ACCOUNTING AND TAX RESULTS

The Company is subject to corporate income tax at the rate of 12.5% on taxable income up to the amount of

12,500 Euros, the excess being subject to corporate income tax at the rate of 25% plus a Municipal Surcharge of 1.5% of taxable income, resulting in a maximum aggregate tax rate of 26.5%. In addition, there is a State Surcharge of 2.5% on taxable profit exceeding 2,000,000 Euros. However, for the years ended 31 December 2012 and 2013, that limit is substituted for taxable income between1,500,000 Euros and 10,000,000 Euros by a rate of 3%, and the excess over 10,000,000 Euros by a rate of 5%. Because of its legal form, the Company is subject to the tax legislation covering holding companies (“Sociedades Gestoras de Participações Sociais”). In accordance with this legislation, dividends received from participated companies in more than 10%, gain on the sale of participations and financial costs relating to the acquisition of investments, are not considered for tax purposes.

In accordance with article 88 of the Corporate Income Tax Code the Company is subject to autonomous taxation on certain charges, at the rates established in the article.

The Company is subject to corporate income tax under the special taxation regime for groups of companies (“RETGS” or “consolidated tax regime”) with its subsidiaries Impresa Publishing, Solo - Investimentos em Comunicação, SGPS, S.A. (“Solo”), Medipress, Impresa Digital – Produção Multimédia (Media Zoom), Lda., SIC, GMTS - Global Media Technology Solutions - Serviços Técnicos e Produção Multimédia, Sociedade Unipessoal, Lda., Impresa Media Solutions - Sociedade Unipessoal, Lda. (“Impresa Media Solutions”), Impresa Serviços – Sociedade Unipessoal, Lda., Gesco – Gestão de Conteúdos e Meios de Comunicação Social, S.A., Office Share – Gestão de Imóveis e Serviços, S.A and Impresa DGSM – Desenvolvimento e Gestão de Soluções Multimédia, Lda.. The remaining subsidiaries of Impresa are taxed individually.


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In accordance with current legislation tax returns are subject to review and correction by the tax authorities during a period of four years (five years for social security), except where there have been tax losses, tax benefits have been given or tax inspections, claims or contestations have been made, in which case, depending on the circumstances, the period can be extended or suspended. Therefore the Company’s tax returns for the years 2008 to 2011 are still subject to review. The Board of Directors believes that is not probable corrections to the tax returns resulting from revisions/inspections by the Tax Administration with a significant effect on the financial statements as of 31 December 2011 and 2010.

In accordance with current tax legislation tax losses can be carried forward for a period of four years (six

years for losses incurred up to 2009) for deduction from taxable profits generated during that period. At 31 December 2011 and 2010 Impresa and its subsidiaries taxed on a consolidated basis did not have tax losses carried forward.

At 31 December 2011 and 2010 there were no significant temporary differences between the amounts of

assets and liabilities for accounting purposes and the corresponding amounts for tax purposes.

a) Temporary differences – Changes in deferred tax assets

31 December 2011:

Tax lossescarried forward

Balance at 31 December 2010 -Increases 744,721Recovery (Note 20) (744,721)Balance at 31 December 2011 -

Deferred tax assets resulting from tax losses carried forward, generated during the year ended 31 December 2011, were fully used up in the year then ended as a result of the taxable profit calculated by the companies included in the consolidated tax return.

31 December 2010:

Tax lossescarried forward

Balance at 31 December 2009 -Increases 1,947,070Recovery (Note 11) (1,947,070)Balance at 31 December 2010 -

The deferred tax assets resulting from tax losses carried forward generated during the years ended 31 December 2011 and 2010 were fully used up in the years then ended, as a result of the taxable profit of the companies included in the consolidated tax return.


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b) Reconciliation of the tax rate

2011 2010

Profit/(loss) before income tax 3,449,255 (245,383)Nominal tax rate 25% 25%Estimated income tax 862,314 (61,346)

Permanent differences (i) (1,607,035) (592,577)Adjustment to taxable profit (ii) 47,321 28,852Recoverable deferred taxes on tax losses carried forward generated in prior years - (1,293,147)Income tax for the year (697,400) (1,918,218)

Current tax (Notes 11 and 20) 47,321 28,852Deferred tax generated in the year (744,721) (1,947,070)

(697,400) (1,918,218)

(i) These amounts were made up as follows at 31 December 2011 and 2010:

2011 2010

Dividends received (Note 7) (7,775,358) (3,697,507)Excess estimated tax (Note 3) - (103,362)Insufficiency of estimated tax (Note 6) 9,586 -Impairment losses on investments in associated companies (Note 7) 580,216 593,034Non tax deductible interest 748,335 812,009Others, net 9,081 25,518

(6,428,140) (2,370,308)25% 25%

(1,607,035) (592,577)

(ii) This amount corresponds to corporate income tax taxed autonomously.

c) Processos fiscais em curso

As a result of a tax inspection carried out of Impresa Digital and its related tax procedures, in 2011 Impresa was notified of additional corporate income tax assessments for the years 2008 and 2009, under which the Tax Administration did not accept the tax deductibility of interest on part of the loan from BPI to finance the acquisition of non-remunerated shareholders’ loans of BPI (prior shareholder) to Solo. The reasons alleged by the Tax Administration for this non-acceptance were that the normal and current activities of Impresa Digital do not include the granting of loans to subsidiaries (it is not a holding company) and such charges are not related to loans obtained for its direct operations. The corrections to taxable income amount to 3,415,295 Euros for 2008 and 2,105,621 Euros for 2009. The period for contesting the additional assessments is running.

The Board of Directors believes, based on the opinion of its lawyers, that the prospects of success of the

claims and/or contestation of the actions that it will make are reasonable and so no provision has been made for that tax contingency.


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9. EARNINGS PER SHARE

Earnings per share for the years ended 31 December 2011 and 2010 were computed as follows:

2011 2010

Net profit for the year 4,146,655 1,672,835Number of shares (Note 14) 168,000,000 168,000,000Earnings per share 0.0247 0.0100

10. INVESTMENTS IN GROUP AND ASSOCIATED COMPANIES

The movements in investments in group and associated companies and in the related accumulated impairment losses in the years ended 31 December 2011 and 2010 were as follows: 31 December 2011:

Supplementarycapital

Investment contributions TotalInvestments:Balance at 1 January 2010 110,369,899 48,647,157 159,017,056Merger (a) 22,068,157 (22,068,157) -Increases (b) 170 5,621,270 5,621,440Decreases (c) (30,000) - (30,000)Impairment losses (Note 7) (580,216) - (580,216)Balance at 1 January 2011 131,828,010 32,200,270 164,028,280

(a) In June 2011, Soincom was merged into the Company with retroactive effects to 1 January 2011,

Impresa having derecognized the participation and supplementary capital contributions granted. Consequently, the Company became direct holder of a 51% participation in SIC.

(b) The increase in the caption “Supplementary capital contributions” corresponds to supplementary capital

contributions made to Impresa Digital, Office Share and Visapress, in the amounts of 5,500,000 Euros, 117,700 Euros and 3,570 Euros, respectively.

(c) The decrease in the caption “Investments” is due to the sale of the 60% participation in Acting Out -

Produção de Espectáculos e Eventos Lda. to Impresa Publishing for the nominal amount of the quota.

31 December 2010:

Supplementarycapital

Investment contributions TotalInvestments:Balance at 1 January 2009 110,932,933 26,579,000 137,511,933Increases (a) 80,000 22,068,157 22,148,157Decreases (b) (50,000) - (50,000)Impairment losses (Note 7) (593,034) - (593,034)Balance at 1 January 2010 110,369,899 48,647,157 159,017,056

(a) The increase in the caption “Investments” corresponds to the subscription of a capital increase in Impresa Media Solutions in the amount of 80,000 Euros. The increase in the caption “Supplementary capital contributions” corresponds to supplementary capital contributions in the amount of 22,068,157 Euros made to Soincom.


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(b) The decrease in the caption “Investments” corresponds to liquidation of Impresa.com in December

2010, from which 29,007 Euros was received and a loss of 20,993 was recognized (Note 7).

At 31 December 2011 and 2010, the Company had the following investments in group and associated companies (accounting information of the participations taken from their financial statements prepared in accordance with generally accepted accounting principles in Portugal, except for Soincom that adopted IAS/IFRS in 2010): 31 December 2011:

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

Impresa Publishing Lisbon 50,742,461 (1,385,320) 33,092,588 (21,605,403) 100% 34,011,372 - - 34,011,372Office Share (a) Oeiras 17,013,167 6,788,173 1,443,631 28,287 99.89% 5,942,500 - 2,117,700 8,060,200SIC Carnaxide 122,480,331 39,551,879 161,658,985 10,223,459 51.00% 88,057,015 - - 88,057,015Impresa Digital (a) Lisbon 162,291,078 (38,843,290) 5,013,990 (27,132,753) 100% 500,000 - 30,043,000 30,543,000Impresa Serviços Lisbon 1,595,880 62,213 6,066,987 (449) 100% 50,000 - - 50,000Impresa Media Solutions (a) Lisbon 89,869 (56,562) 1,993,204 (99,720) 100% 85,000 - 36,000 121,000Vasp – Distribuidora de Publicações, Lda. (“Vasp”) Queluz 32,006,580 9,733,495 189,226,311 244,378 33.33% 1,910,566 - - 1,910,566Lusa – Agência de Notícias de Portugal, S.A. (“Lusa”) Lisbon 15,236,522 6,680,807 20,249,897 612,977 22.35% 890,732 - - 890,732Castillo de Elsinor, S.L. ("Castillo de Elsinor") Barcelona 3,968,319 1,623,231 3,341,812 (32,912) 20.00% 1,549,075 (1,168,250) - 380,825Visapress Lisbon 21,581 (33,812) 53,795 (16,758) 10.00% 5,000 (5,000) 3,570 3,570

133,001,260 (1,173,250) 32,200,270 164,028,280 (a) The equity of these investments includes amounts recorded by the Company as supplementary capital

contributions in the caption “Permanent loans”. In the year ended 31 December 2011 the Company identified and recorded impairment losses on investments in Castillo de Elsinor and Visapress in the amounts of 575,216 Euros and 5,000 Euros, respectively. 31 December 2010:

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

Impresa Publishing Lisbon 35,580,291 20,220,083 5,803,346 5,435,049 100% 34,011,372 - - 34,011,372Office Share (a) Oeiras 17,642,134 6,639,884 1,388,965 3,913 99.89% 5,942,500 - 2,000,000 7,942,500Soincom (a) Lisbon 88,057,015 88,057,015 501 (16,398) 100% 65,988,858 - 22,068,157 88,057,015Impresa Digital (a) Lisbon 133,862,612 (17,210,537) 5,414,315 296,311 100% 500,000 - 24,543,000 25,043,000Impresa Serviços Lisbon 1,556,495 62,664 5,056,953 11,186 100% 50,000 - - 50,000Acting Out - Produção de Espectáculos e Eventos, Lda. ("Acting Out") Lisbon

905,088 (139,439) 1,822,552 248,231 60% 30,000 - - 30,000

Impresa Media Solutions (a) Lisbon 476,892 43,158 2,267,472 (404) 100% 85,000 - 36,000 121,000Vasp – Distribuidora de Publicações, Lda. (“Vasp”) Queluz 30,426,169 9,489,117 205,296,047 220,746 33.33% 1,910,396 - - 1,910,396Lusa – Agência de Notícias de Portugal, S.A. (“Lusa”) Lisbon 14,725,302 4,547,598 19,508,221 664,713 22.35% 890,732 - - 890,732Castillo de Elsinor Barcelona 4,654,744 1,933,754 8,950,792 32,866 20.00% 1,549,075 (593,034) - 956,041Visapress Lisbon n.d. n.d. n.d. n.d. 10.00% 5,000 - - 5,000

110,962,933 (593,034) 48,647,157 159,017,056

(a) The equity of these investments includes amounts recorded by the Company as supplementary capital contributions, in the caption “Permanent loans”.

In the year ended 31 December 2010 the Company identified and recorded impairment losses on investments in Castillo de Elsinor in the amount of 593,034 Euros. No impairment losses were identified in the remaining investments. Investments in group and associated companies were valued by the Board of Directors considering the cash generating units controlled by the Company, as well as the key assumptions of each, in conformity with the information presented in Note 17 to the consolidated financial statements.


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11. STATE AND OTHER PUBLIC ENTITIES – ASSET This caption at 31 December 2010 was made up as follows:

Corporate Income Tax:

Payments on account and special payments on account of the consolidated tax 2,043,203Corporate income tax generated in the consolidated tax return (a) (430,673)Estimated income tax (Note 8) (28,852)

1,583,678

(a) This amount was made up as follows at 31 December 2010:

Accounts payable generated under the consolidated tax regime (Note 12) 2,046,285Accounts receivable generated under the consolidated tax regime (Note 12) (4,424,028)

(2,377,743)Tax losses carried forward used under the consolidated tax regime (Note 8) 1,947,070

(430,673)

12. OTHER CURRENT ASSETS AND LIABILITIES

Other current assets at 31 December 2011 and 2010 are made up as follows:

2011 2010

Group companies -2011 consolidated tax regime (Notes 20 and 23):SIC 5,654,287 -Impresa Serviços 19,467 -GMTS 17,107 -Impresa Media Solutions 7,987 -Gesco 2,671 -

5,701,519 -Group companies -2010 consolidated tax regime (Notes11 and 23):

SIC - 1,587,434

Medipress - 1,401,034

Sojornal - 1,016,439

GMTS - 384,031

Impresa Serviços - 22,864

Impresa Classificados - 7,646

Impresa Media Solutions - 3,305

Gesco - 1,275

- 4,424,028

Group companies -2009 consolidated tax regime (Note 23):

SIC - 26,471

Impresa Digital - 21,818

Impresa Publishing - 13,268

Impresa Serviços - 6,887

- 68,444

Others 1,114 24,9825,702,633 4,517,454


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Accounts receivable from group companies of 5,701,519 Euros and 4,492, 472 Euros at 31 December 2011 and 2010, respectively, correspond to estimated income tax, withholding taxes and payments on account and special payments on account of those subsidiaries recorded in accordance with the consolidated tax regime (Notes 11 and 20). Other current liabilities at 31 December 2011 and 2010 are made up as follows:

2011 2010

Group companies -2011 consolidated tax regime (Notes 20 and 23):Impresa Digital 1,814,688 -Impresa DGSM 319,214 -Office Share 180,949 -Medipress 63,138 -Impresa Publishing 16,950 -Solo 5,539 -

2,400,478 -Group companies -2010 consolidated tax regime (Notes 11 and 23):

Impresa Digital - 1,666,287Office Share - 181,175Impresa DGSM - 170,335Publisurf - 11,994Solo - 8,249Soincom - 4,489Impresa Publishing - 3,756

- 2,046,285Group companies -2009 consolidated tax regime (Note 23):

Sojornal - 99,270Medipress - 95,132Publisurf - 16,668Impresa Classificados - 6,110GMTS - 5,539Impresa Media Solutions - 337

- 223,056Accrued costs:

Accrued personnel vacation pay and bonus 265,354 254,359

Others 1,445 -2,667,277 2,523,700

Accounts payable to group companies in the amounts of 2,400,478 Euros and 2,269,314 Euros at 31 December 2011 and 2010, respectively, correspond to estimated income tax, withholding taxes, payments on account and special payments on account of those subsidiaries recorded under the consolidated tax regime (Notes 11 and 20).


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13. CASH AND CASH EQUIVALENTS

The caption “Cash and cash equivalents” included in the cash flow statements as of 31 December 2011 and 2010 and the reconciliation thereof to the amount of cash and cash equivalents reflected in the statement of financial position as of those dates are as follows:

2011 2010

Bank deposits 135,155 45,588Cash 69 353

135,224 45,941Bank overdrafts (Note 17) (1,914,806) (1,959,172)

(1,779,582) (1,913,231)

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

14. CAPITAL

At 31 December 2011 and 2010, Impresa’s fully subscribed and paid up share capital amounted to 84,000,000 Euros, represented by 168,000,000 shares of fifty cents each, which were held as follows:

Percentage Percentage held Amount held Amount

Impreger - Sociedade Gestora de Participações Sociais, S.A. ("Impreger") 50.31% 42,257,294 50.31% 42,257,294Ongoing Group: Investoffice - Investimentos e Consultoria Financeira, S.A. 19.22% 16,141,107 21.58% 18,127,528 CTN – Conteúdos Transnacionais, S.A. 3.50% 2,940,000 Ongoing Strategy Investments, S.G.P.S., S.A. 1.30% 1,090,000 1.30% 1,090,000BPI Group 3.70% 3,105,249 3.94% 3,312,173Credit Suisse Group AG - - 3.95% 3,320,559Madre - SGPS, S.A. 4.97% 4,172,181 4.14% 3,477,928Others 17.02% 14,294,169 14.78% 12,414,518

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

20102011

15. SHARE PREMIUM

This caption corresponds to premiums obtained in share capital increases made in previous years. In accordance with current legislation, utilisation of this reserve is subject to the same rules as the legal reserve and so this amount is not available for distribution to the shareholders but may be used to absorb losses, once all the other reserves and retained earnings have been exhausted, or to increase capital.

The Shareholders’ General Meeting held on 19 April 2011 decided to transfer 61,722,986 Euros of this

caption to cover accumulated losses. 16. RESERVES Legal reserve at 31 December 2011 and 2010 corresponds to the Company’s legal reserve recorded in

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


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The movements in reserves in 2011 were as follows:

Other reserves

Balance at 31 December 2010 759,786 -Increases (a) 83,642 1,589,193Balance at 31 December 2011 843,428 1,589,193

Legal reserve

(a) The increase in these captions is due to the decision of the Shareholders’ General Meeting held on 19 April 2011 (Note 25) to appropriate profit for the year ended 31 December 2010 as follows: Legal reserve 83,642Free reserves 1,589,193

1,672,835 In 2010 there were no movements in reserves 17. BORROWINGS

Borrowings at 31 December 2011 and 2010 are made up as follows:

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

Caixa Geral de Depósitos, S.A. (a) 5,000,000 5,000,000 5,000,000 5,000,000 10,000,000 5,000,000 10,000,000 5,000,000Caixa Geral de Depósitos, S.A. (b) 5,901,719 - 6,000,000 - 5,889,667 - 6,000,000 -Current accounts (c) - 3,500,000 - 3,500,000 - 2,850,000 - 2,850,000Bank overdrafts (d) - 1,914,806 - 1,914,806 - 1,959,172 - 1,959,172

10,901,719 10,414,806 11,000,000 10,414,806 15,889,667 9,809,172 16,000,000 9,809,172

31 December 2011Book value Nominal value


(a) Borrowings from Caixa Geral de Depósitos, S.A. are repayable as follows:

2012 5,000,000

2013 5,000,00010,000,000

The loan bears interest payable half yearly at the Euribor six month rate plus a spread of 2.25%.

At 31 December 2011 Impresa pledged 51% of SIC’s share capital in guarantee of compliance with the

terms of the loan (Note 21) and is required to maintain a minimum participation of 51% in SIC. In addition, the loan has certain covenants to be complied with and restrictions relating to the contracting of additional debt and the distribution of dividends, which the Company is in compliance with.

On 9 March 2012 the Group received approval from Caixa Geral de Depósitos of a new repayment plan

and change in spread to 3.25% (Note 25).

(b) Issuance of commercial paper under a commercial paper program for a period of five years ending on 18 December 2014 for the maximum amount of 6,000,000 Euros. At 31 December 2011 this commercial paper issue bore interest at the rate of 4.92%. Impresa is required to maintain a minimum 51% participation in SIC.

(c) Guaranteed current accounts that bear interest at normal market rates for similar operations.

(d) The bank overdrafts bear interest at market rates for similar transactions (Note 13).


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During the years ended 31 December 2011 and 2010, the effective interest rates on the loans were as follows:

Financing entities 2011 2010

Caixa Geral de Depósitos, S.A. 3.80% 3.48%Caixa Geral de Depósitos, S.A. 3.75% 2.95%Guaranteed current accounts 7.46% 3.28% If the interest rates had been 0.5% higher or lower in 2011 and 2010 net profit for these years would have decrease or increased by approximately 108,000 Euros and 122,000 Euros, respectively. Some of the above loans have certain covenants to be complied with and restrictions regarding the contracting of additional debt, the distribution of dividends and maintenance of the main participations in subsidiaries. The requirements regarding maintenance of the main participations in subsidiaries are being complied with and as regards the remaining covenants there are no situations of non-compliance as, for all the situations necessary, waivers were obtained from all the financing entities prior to 31 December 2011.

18. LOANS FROM GROUP COMPANIES

Loans from group companies at 31 December 2011 and 2010 were made up as follows (Note 23):

2011 2010

SIC 11,300,000 11,225,000Impresa Publishing 6,900,000 -Sojornal - 2,900,000

18,200,000 14,125,000

The loans do not bear interest and are repayable in the short term, and so they have been recorded as current liabilities.

19. TRADE AND OTHER PAYABLES Trade and other payables at 31 December 2011 and 2010 were made up as follows:

2011 2010

SIC (Nota 23) 101,656 -Impresa Publishing (Nota 23) 31,937 -Acting Out (Nota 23) - 10,897Medipress (Nota 23) - 157Impresa Serviços (Nota 23) 135 -Other trade payables - current accounts 53,034 77,815

186,762 88,869


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20. STATE AND OTHER PUBLIC ENTITIES – LIABILITIES

Taxes payable at 31 December 2011 and 2010 are made up as follows:

2011 2010

Corporate income tax:Payments on account and special payments on account generated under the consolidated tax regime (1,979,850) -Corporate income tax generated under the consolidated tax regime (a) 2,556,320 -Estimated income tax (Note 8) 47,321 -

Personal income tax 59,039 62,156Social Security contributions 54,196 53,649Value Added Tax - 24

737,026 115,829

(a) At 31 December 2011 and 2010 this amount was made up as follows:

2011 2010

Accounts payable generated under the the consolidated tax regime (Note 12) (2,400,478) -Accounts receivable generated under the the consolidated tax regime (Note 12) 5,701,519 -

3,301,041 -Tax losses carried forward used during the year under the consolidated tax regime (Nota 8) (744,721) -

2,556,320 -

21. CONTINGENT LIABILITIES AND GUARANTEES GIVEN

At 31 December 2011 Impresa had pledged 51% of the capital of the subsidiary SIC in guarantee of the loan from Caixa Geral de Depósitos, S.A. (Note 17). At 31 December 2011 Impresa had pledged quotas representing the capital of Medipress in guarantee of loans contracted by that subsidiary from Banco Espírito Santo, S.A. and Banco Espírito Santo de Investimento, S.A.. As a result of the loan contract to Impresa Digital, Impresa must keep all the share capital of that subsidiary and at least 51% of the capital of SIC and Impreger must not reduce its participation in Impresa to below 50.1%. As a result of a loan to Impresa Publishing, Impresa must maintain its participation in that subsidiary to more than 50%. At 31 December 2011 there were actions brought against Impresa, the amounts of which are unknown as of the date of preparation of these financial statements, including:

a) Countermanding action and related main contestation action regarding corporate decisions A countermanding action and related main contestation action regarding corporate decisions was brought against the Company in the 2nd Court of the Commercial Court of Lisbon, with the following identifications, parties and states:

a.1) Countermanding action: Petitioners: Ongoing Strategy Investments, SGPS, S.A., Investoffice Strategy Investments, SGPS, S.A and CTN – Conteúdos Transnacionais, S.A. Defendant: Impresa On 29 April 2011 the petitioners brought a countermanding action to suspend the following corporate decisions:


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i) Approval of the Directors’ Report, Statement of Financial Position and consolidated and non-consolidated Accounts and Statutory Auditors’ Report for the year 2010; ii) Approval of the proposal to use the share premium to cover accumulated losses; iii) Approval of the proposal to appropriate the results (relating to points 1 to 3 of the Order of Business); iv) Election of the corporate boards for the four year period 2011/2014 (point 6 of the Order of Business). On 23 May 2011 Impresa filed an opposition process to the countermanding action. On 21 December 2011 the sentence was issued, the countermanding order being considered completely without merit. The petitioners contested the decision of the court, and currently awaits for the contestation to be submitted and admitted to the court of Appeal.

a.2) Main action: Petitioners: Ongoing Strategy Investments, SGPS, S.A., Investoffice Strategy Investments, SGPS, S.A

and CTN – Conteúdos Transnacionais, S.A., Defendant: Impresa On 19 May 2011 an Annulment Declaration and Annulment of Corporate Decisions Declarative Action was brought against the Company, under which the petitioners intend to annul the corporate decision to which the above countermanding action refers (and also the decision that approved the vote of thanks to the company’s administration and supervision). Impresa was cited on 12 July 2011 and so presented its contestation pointing out the groundlessness of the petition. The Company is awaiting the scheduling of the preliminary hearing or pronouncement of the correcting communication. Considering the nature of the process in question, the Company’s lawyers believe that the negative impact for Impresa of the suspension or annulment of the decisions in question is not quantifiable and so no provision has been recorded for the processes.

b) Legal inquiry into Impresa

Petitioners: Ongoing Strategy Investments, SGPS, S.A. and Investoffice – Investimentos e Consultoria Financeira, S.A.

Defendants: Impresa, Francisco José Pereira Pinto Balsemão, Pedro Lopo de Carvalho Norton de

Matos and Francisco Maria Supico Pinto Balsemão. In May 2011 the petitioners petitioned a special process of inquiry into Impresa, requiring that a

legal inquiry be made of it, namely of its books, documents, accounts, papers and computer records, so as to analyse the valuations of the impairment of goodwill made in the years ended 31 December 2009 and 2010. The petitioners indicated the name of an expert to carry out the analysis of the documents. In addition, the petitioners require the destitution of the defendants, suggesting the naming of an administrator.

At 27 December 2011 the defendants opposed the inquiry, arguing the non-existence of any

worthy reasons for the inquiry to be ordered by the Court. The Company awaits the Court’s decision will on the existence or otherwise of reasons to proceed

with the inquiry. Considering the nature of the process in question, the matters that could affect Impresa, if the

request for the inquiry is found to be valid, are very significant, but are not quantifiable at this point.


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22. COMMITMENTS ASSUMED 22.1 Pensions

Certain Group companies (Impresa, Impresa Publishing and Medipress) have assumed commitments to pay their employees and remunerated members of the Board of Directors hired before 5 July 2003, pension supplements for retirement due to age and incapacity. The benefits are calculated based on a percentage that increases with the number of years of service applied to the salary scale or a fixed percentage applied to the base salary as of the anniversary date defined as being the amounts in 2002. In 1987 the Group created an autonomous pension fund to which it transferred its liability for the payment of the above pensions. In accordance with an actuarial study made by the entity managing the fund, the present value of the past service liability of the above mentioned companies for current and retired employees as of 31 December 2011 was estimated at 3,445,380 Euros, the amount of the fund at that date being 5,332,543 Euros. All the information relating to the pension plan is provided in the notes to the consolidated financial statements.

22.2 Operating leases

The operating lease contracts in force do not have contingent lease instalments. The operating lease contracts mature as follows:

2011 2010 - within one year 103,953 Euros 94,384 Euros - from one to five years 74,021 Euros 81,177 Euros In 2011 and 2010 the Group recognized the amounts of approximately 118,000 Euros and 94,000

Euros, respectively, relating to operating lease contracts in the statements of comprehensive income.

23. RELATED PATIES All the subsidiaries and associated companies belonging to the Impresa Group, identified in the consolidated financial statements and the shareholder Impreger are considered as related parties. Considering the Group’s governance structure and the decision making process, it only considers as “key management personnel”, the Board of Directors, as the main operating decisions are made by Impresa’s Executive Committee, which is made up only of members of the Board of Directors. In the years ended 31 December 2011 and 2010, transactions with the Board of Directors corresponded essentially to remuneration paid for performing their functions in the Impresa Group.


19

The balances at 31 December 2011 and 2010 and transactions during the years then ended with related parties were as follows:

2011 2010

Transactions:Rent cost incurred (Note 4) 89,784 89,784Legal services (Note 4) 14,288 9,006Personnel costs (Note 5) 762,125 758,332Dividends received (Note 7) 7,775,358 3,697,507

Balances:Receivables (Note 12) 5,701,519 4,492,472Loans obtained (Note 18) 18,200,000 14,125,000Payables (Notes 12 and 19) 2,534,206 2,280,395

In 2011 and 2010 no pension supplements were paid by the pension fund. In 2011 and 2010 no long term benefits, termination of contracts or payments in shares were made to members of the Board of Directors.

24. RISK MANAGEMENT Risk is managed on a consolidated basis and so Note 40 of the consolidated financial statements should be

consulted on this matter. 25. SUBSEQUENT EVENTS

In January 2012 Impresa was notified of an additional assessment of corporate income tax for the years 2008 and 2009 in the amounts of 1,706 Euros and 3 Euros due to Impresa’s consolidated tax returns for these years having sufficient losses carried forward (used in 2010) to compensate the tax adjustments referred to in Note 8. Subsequently, Impresa will protest or appeal against the additional assessments, within the terms established in current legislation. On 9 March 2012, the Group obtained approval from Caixa Geral de Depósitos of the renegotiation of the loan of 10,000,000 Euros, with a change in spread to 3.25% and the following repayment schedule: 2012 1.000.000

2013 5.000.0002014 4.000.000

9.000.00010.000.000

26. OTHER INFORMATION

The total fees billed in 2011 and 2010 by the Statutory Auditor for the statutory audit of the annual accounts amounted to 32,330 Euros for each year.

27. NOTE ADDED FOR TRANSLATION These financial statements are a translation of financial statements originally prepared in Portuguese in conformity with Portuguese Legislation and following the International Financial Reporting Standards as endorsed by the European Union. In the event of discrepancies, the Portuguese language version prevails.


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IMPRESA 2011 Consolidated Company Report

31 December 31 DecemberNotes 2011 2010

NON-CURRENT ASSETS Goodwill 17 303.110.821 337.584.989Intangible assets 18 834.610 1.797.970Tangible fixed assets 19 37.939.386 36.959.960Financial investments 20 4.696.030 5.220.569Available-for-sale assets 21 - 775.710Investment properties 22 6.229.834 6.107.685Program broadcasting rights 23 18.296.474 19.073.562Other non-current assets 26 3.380.192 3.672.232Deferred tax assets 15 1.728.169 2.058.823

376.215.516 413.251.500

CURRENT ASSETS:Program broadcasting rights 23 24.757.289 23.481.140Inventories 23 3.270.330 2.779.369Trade and other receivables 24 28.966.387 32.031.089State and other public entities 25 436.521 2.153.389Other current assets 26 3.862.998 3.780.077Cash and cash equivalents 27 4.300.831 6.926.699

65.594.356 71.151.763441.809.872 484.403.263

EQUITY:Share capital 28 84.000.000 84.000.000Share premium 28 36.179.272 97.902.257Legal reserve 28 843.428 759.786Retained earnings/(accumulated losses) and other reserves 37.831.128 (33.631.553)Consolidated net profit/(loss) for the year (35.058.758) 10.058.906

123.795.070 159.089.396Equity attributable to non-controlling interest 29 54.825 (246.931)

123.849.895 158.842.465

LIABILITIES:NON-CURRENT LIABILITIES:

Borrowings 30 149.223.689 158.659.228Finance leases 31 14.334.606 14.243.413Provisions 32.2 4.556.407 4.793.498

168.114.702 177.696.139

CURRENT LIABILITIES:Borrowings 30 68.051.444 61.564.768Trade and other payables 33 38.358.970 35.796.145Finance leases 31 4.294.686 3.239.744State and other public entities 34 9.251.380 9.106.325Other current liabilities 35 29.888.795 38.157.677

149.845.275 147.864.659441.809.872 484.403.263

Total non-current assets

Total current assets

TOTAL EQUITY AND LIABILITIES

TOTAL EQUITY

Equity attributable to shareholders of the parent company

The accompanying notes form an integral part of the consolidated statement of financial position as of 31 December 2011.

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

(Translation of consolidated statement of financial position originally issued in Portuguese - Note 43)

Total non-current liabilities

Total current liabilities

TOTAL ASSETS

EQUITY AND LIABILITIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS OF 31 DECEMBER 2011 AND 2010


ASSETS

31 December 31 December Notes 2011 2010

OPERATING REVENUEServices rendered 9 205.841.330 222.010.577Sales 9 41.606.682 46.377.850Other operating revenue 10 2.343.455 2.758.219 Total operating revenue 249.791.467 271.146.646

OPERATING EXPENSESCost of programs broadcasted and goods sold 11 (89.952.576) (97.836.716)External supplies and services 12 (70.529.603) (71.483.960)Personnel costs 13 (60.879.490) (61.929.005)Amortisation and depreciation 18 and 19 (8.174.437) (8.126.614)Provisions and impairment losses 32 (34.883.630) (1.413.406)Other operating expenses 10 (4.591.828) (4.794.511) Total operating expenses (269.011.564) (245.584.212) Operating profit/(loss) (19.220.097) 25.562.434

NET FINANCIAL EXPENSESGains / (losses) on associated companies 14 (466.407) (342.250)Interest and other financial costs 14 (13.614.747) (11.591.547)Other financial income 14 661.174 82.085

(13.419.980) (11.851.712) Profit/(loss) before taxes (32.640.077) 13.710.722

Income tax expense 15 (2.404.062) (3.768.853)

Consolidated net profit/(loss) for the year (35.044.139) 9.941.869

Comprehensive income/(loss) (35.044.139) 9.941.869

Attributable to: Shareholders of the parent company (35.058.758) 10.058.906 Non-controlling interest 29 14.619 (117.037)

Earnings per share: Basic 16 (0,2087) 0,0599 Diluted 16 (0,2087) 0,0599



p y g g pof financial position as of 31 December 2009.

of profit and loss for the year ended 31 December 2011.


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


(Translation of consolidated statements of comprehensive income originally issued in Portuguese - Note 43)

Notes 2011 2010OPERATING ACTIVITIES

Cash receipts from customers 250.327.058 278.751.050Cash paid to suppliers (161.059.032) (174.168.347)Cash paid to employees (61.414.989) (61.401.827)

Cash generated from operations 27.853.037 43.180.876Payments relating to income taxes 565.161 (1.333.462)Other cash received/(paid) relating to operating activities (1.784.381) 793.156

Net cash from operating activities (1) 26.633.817 42.640.570

INVESTING ACTIVITIESCash received relating to:

Sale of subsidiaries 26 195.398 883.446Tangible fixed assets 28.456 91.182Intangible assets 16.995 21.222Dividends from associates 20 73.132 52.110Interest and other similar income 194.349 24.703

508.330 1.072.663Cash paid relating to:

Acquistion of subsidiaries 7, 20 and 35 (6.738.470) (7.048.493)Tangible fixed assets (3.196.336) (2.882.342)Intangible assets (471.838) (954.547)Investment properties 22 (122.149) -

(10.528.793) (10.885.382)Net cash used in investing activities (2) (10.020.463) (9.812.719)

FINANCING ACTIVITIESCash received relating to:

Bank borrowings 3.910.000 2.850.0003.910.000 2.850.000

Cash paid relating to: Bank borrowings (12.470.138) (30.558.155)Payments under finance lease contracts (3.725.263) (2.815.529)Interest and similar costs (12.673.326) (10.399.164)

(28.868.727) (43.772.848)Net cash used in financing activities (3) (24.958.727) (40.922.848)

Net increase/(decrease) in cash and cash equivalents (4) = (1) + (2) + (3) (8.345.373) (8.094.997)

Cash and cash equivalents at the beginning of the year 27 (7.018.281) 1.076.716Cash and cash equivalents at the end of the year 27 (15.363.654) (7.018.281)


The accompanying notes form an integral part of the cash flow statements for the year ended 31 December 2011.


CONSOLIDATED CASH FLOW STATEMENTS FOR THE YEARS ENDED

31 DECEMBER 2011 AND 2010


(Translation of cash flow statements originally issued in Portuguese - Note 43)

Equityattributable to

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

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

Appropriation of consolidated profit for the year ended 31 December 2009 - - - 7.783.013 (7.783.013) - - -

Consolidated net profit for theyear ended 31 December 2010 - - - - 10.058.906 10.058.906 (117.037) 9.941.869

Supplementary capital contributions to subsidiaries - - - - - - 31.800 31.800Changes in the consolidation perimeter - - - - - - (309.245) (309.245)Impairment losses on non-controlling interests (Note 32.2) - - - - - - 55.776 55.776Purchase differences on the acquisition of additional participations in subsidiaries (Notes 3 and 7) - - - (79.828) - (79.828) - (79.828)

Balance at 31 December 2010 84.000.000 97.902.257 759.786 (33.631.553) 10.058.906 159.089.396 (246.931) 158.842.465

Appropriation of consolidated profit for the year ended 31 December 2010 (Note 28) - - 83.642 9.975.264 (10.058.906) - - -

Consolidated net loss for theyear ended 31 December 2011 - - - - (35.058.758) (35.058.758) 14.619 (35.044.139)

Coverage of losses (Note 28) - (61.722.985) - 61.722.985 - - - -Changes in the consolidation perimeter (Note 29) - - - - - - 287.137 287.137Purchase differences in the acquisition of additional participations in subsidiaries (Note 7) - - - (235.568) - (235.568) - (235.568)

Balance at 31 December 2011 84.000.000 36.179.272 843.428 37.831.128 (35.058.758) 123.795.070 54.825 123.849.895


for the year ended 31 December 2011.

Equity attributable to the shareholders of the parent company

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


CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY



(Translation of a statement of changes in equity originally issued in Portuguese - Note 43)

IMPRESA - SOCIEDADE GESTORA DE PARTICIPAÇÕES SOCIAIS, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2011 (Amounts stated in Euros) (Translation of notes originally issued in Portuguese – Note 43)

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INTRODUCTORY NOTE Impresa – Sociedade Gestora de Participações Sociais, S.A. (“Impresa”) has its head-office in Lisbon, in Rua Ribeiro Sanches, 65, it was founded on 18 October 1990 and its and its main activity is the management of investments in other companies. The Impresa Group (“the Group”) consists of Impresa and its subsidiaries (Note 4). The Group operates in the media industry, namely in television broadcasting, publishing and distribution of newspapers and magazines and other audiovisual activities. The accompanying financial statements were approved for publication by the Board of Directors of Impresa on 14 March 2012 and will be submitted for approval to the Shareholders’ General Meeting which, in accordance with current legislation, can still make changes to them. 2. MAIN ACCOUNTING POLICIES 2.1 Bases of presentation

The consolidated financial statements have been prepared on a going concern basis, from the accounting records of the companies included in the consolidation (Note 4), adjusted in accordance with the provisions of IAS/IFRS as endorsed by the European Union, which include the International Accounting Standards (“IAS”) issued by the International Standards Committee (“IASC”), International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and related “SIC” and related “IFRIC” interpretations issued by the International Financial Reporting Interpretation Committee (“IFRIC”) and Standing Interpretation Committee (“SIC”). These standards will hereinafter be referred to as “IFRS”. Impresa adopted IFRS for the preparation of its consolidated financial statements for the first time in 2005 and so, in compliance with IFRS 1 – First-time Adoption of International Financial Reporting Standards (“IFRS 1”), the date of transition from Portuguese generally accepted accounting principles to IFRS rules was 1 January 2004. Therefore, in compliance with IAS 1, Impresa declares that these consolidated financial statements and related notes comply with the requirements of IAS/IFRS as endorsed by the European Union, in force for years beginning on 1 January 2011.

2.2 Adoption of new or revised IAS/IFRS

The accounting policies used in the year ended 31 December 2011 are consistent with those used for the preparation of the consolidated financial statements of Impresa for the year ended 31 December 2010 and referred in the corresponding notes. In addition, in 2011, the following standards, interpretations, amendments and revisions were endorsed by the European Union with mandatory application in financial years beginning on or after 1 January 2011, which did not have a significant effect on the amounts reported in these financial statements: Amendments to IAS 24 – Related party disclosures; Amendments to IFRS 8 – Operating segments; Amendments to IFRIC 14 – Pre-payments of a minimum funding requirements; IFRIC 19 – Extinguishing of financial liabilities with equity instruments; Amendments to IFRS 1 – First time adoption of international financial reporting standards; Amendments to IFRS 7 – Financial instruments: Disclosures; Improvements to IFRS 1, IFRS 3; IFRS 7; IAS 1, IAS 32, IAS 34, IAS 39 and IFRIC 13; Amendments to IAS 32 – Financial instruments.


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At the date of approval of these financial statements by the Board of Directors, changes to IFRS 7 –Financial instruments: disclosure (revised) (years beginning on or after 1 July 2011) were issued and approved by the European Union but of mandatory application only in subsequent years. Although this standard was approved by the European Union, it was not adopted by Impresa in the year ended 31 December 2011 as its application is not yet mandatory. However, significant impacts on the consolidated financial statements are not expected as a result of their adoption.

2.3 Consolidation principles

The consolidation methods used by the Group are as follows:

a) Controlled companies

Investments in companies in which the Group holds, directly or indirectly, the majority of the voting rights in Shareholders’ General Meetings or has the power to control their financial and operating policies have been included in these consolidated financial statements by the full consolidation method. Shareholders’ equity and net profit and loss of these companies corresponding to third party participation in them are presented separately in the consolidated statement of financial position and statement of comprehensive income under the caption “Non-controlling interest”. The controlled companies included in the consolidated financial statements are listed in Note 4. Where losses applicable to non-controlling shareholders exceed non-controlling interest in the subsidiary’s equity, the Group absorbs the excess plus any additional losses, except where the non-controlling shareholders have an obligation to cover the losses or have manifested their intention to do so and it is estimated that they have the capacity to do so. If the subsidiary subsequently reports profits, the Group recognises all such profits until it has recovered the non-controlling portion of the losses previously recognised. The assets and liabilities of subsidiaries are reflected at their respective fair values at the date of acquisition of the subsidiary. Any excess of cost over the fair value of identifiable net assets is recorded as goodwill. Where cost is lower than the fair value of the identified net assets, the difference is recognised as income in the consolidated statement of comprehensive income for the year of the acquisition. The results of subsidiaries acquired or sold during the year are included in the consolidated statement of comprehensive income as from the date of their acquisition or up to the date of their sale. Changes in the Group’s participation in controlled companies, which do not result in loss of control are recorded in equity. Consequently, the Group’s interest and non-controlling shareholders’ interest in these companies are adjusted so as to reflect the changes in the control of the subsidiaries. The differences between the non-controlling interests acquired or sold and the fair value of the purchase or sale, respectively, are recognized in equity. Transactions, balances and dividends distributed between companies included in the consolidation are eliminated on consolidation. Capital gains resulting from the sale of participated companies within the Group are also eliminated in consolidation.

b) Associated companies

An associated company is one over which the Group has significant influence, but does not have control or joint control over decisions relating to their operating and financial policies Investments in associated companies (Note 5) are recorded in accordance with the equity method of accounting, except when the investment is classified as held for sale. Investments in associated companies are initially recorded at cost, which is subsequently increased or decreased by the difference between cost and the proportion of equity held in the companies, as of the acquisition date or the date the equity method is applied for the first time. In accordance with the equity method, investments are periodically adjusted by the amount corresponding to the Group‘s share in the results of the associated companies by corresponding entry to the caption “Gain and loss on associated companies”, by other changes in their equity, as well as by the recognition of impairment losses by corresponding entry to “Net financial expenses” (Note 14).


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In addition, dividends received from these companies are recorded as decreases in the amount of the investment. The Group ceases applying the equity method of accounting when the investment in the associated company is reduced to zero, and a liability is recognised only if the Group has a legal or constructive obligation to the associated company or to its creditors. If afterwards the associated company reports profits, the Group only restarts applying the equity method once its share of those profits equals the part of the losses not recognised. The Group makes impairment assessments on investments in associated companies on an annual basis and whenever there are signs that the asset may be impaired, impairment losses being recognised as expenses. When impairment losses previously recognised cease to exist, they are reversed up to the limit of the impairment loss recognised. Any excess of cost over the fair value of the identifiable net assets as of the date of acquisition is recorded as goodwill and included in the book value of the investment. Where cost is lower than the fair value of the identified net assets, the difference is recognised as income in the statement of comprehensive income for the year of the acquisition. Whenever necessary, adjustments are made to the financial statements of the associated companies to make them consistent with the accounting standards used by the Group.

c) Investments in other companies

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

2.4 Goodwill

Goodwill corresponds to the excess of cost over the fair value of the identifiable assets and liabilities of a subsidiary as of its acquisition date. Where cost is lower than the fair value of the identifiable net assets, the difference is recognised as income in the statement of comprehensive income for the year of the acquisition. As a result of the exception established in IFRS 1, the Group did not apply retrospectively the provisions of IFRS 3 to acquisitions prior to 1 January 2004, and so goodwill arising on acquisitions prior to the transition to IFRS (1 January 2004) was maintained at the net book value as of that date determined in accordance with generally accepted accounting principles in Portugal. Goodwill is recorded as an asset and is not amortised, being reflected separately on the statement of financial position. Goodwill is tested for impairment annually and whenever there are indications of a possible loss. Impairment losses are recorded immediately as costs in the statement of comprehensive income and cannot be subsequently reversed (Note 17). Goodwill is included in determining the gain or loss on the sale of a subsidiary.

2.5 Intangible assets

Intangible assets, which include software (except for that related to tangible fixed assets), and the cost of registering trademarks and titles, licenses and other rights, are recorded at cost less accumulated amortisation and any accumulated impairment losses. Intangible assets are only recognized when it is probable that they will generate future economic benefits for the Group, they are controllable and can be reliably measured. Internal costs relating to maintenance and development of software are expensed as incurred in the statement of comprehensive income, except where the development costs are directly related to projects with expected future financial benefits for the Group. In such situations, these costs are capitalised under intangible assets. Intangible assets are amortized on a straight-line basis over their estimated useful lives, which varies from three to six years, as from the time the assets are available for use.


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2.6 Tangible fixed assets

Tangible fixed assets acquired up to I January 2004 (date of transition to IFRS) are recorded at deemed cost, which corresponds to cost or cost restated based on price indices in accordance with tax legislation in force, less accumulated depreciation. Fixed assets acquired after that date are stated at cost less accumulated depreciation and impairment losses. Acquisition cost is defined as the purchase price, plus related purchase costs. Estimated losses resulting from the replacement of equipment before the end of its useful life, due to technological obsolescence, are recognised as a decrease in the corresponding asset by corresponding entry to the statement of comprehensive income for the year. Current maintenance and repair costs are expensed as incurred. Improvements are only recognised as assets where they correspond to the replacement of assets which are written off, and result in increased future economic benefits. Tangible fixed assets are depreciated from the moment they become available for their intended use. Depreciation of cost less estimated residual value (if significant) is provided on a straight-line basis, from the month the asset becomes available for use, over the period of its expected useful life, as follows:

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

2.7 Finance and operating leases

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

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

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

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


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2.9 Financial instruments

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

Impairment losses correspond to the difference between the amount initially recognised and the recoverable amount, the losses being recognised in the statement of comprehensive income for the period in which they are estimated.

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

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

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

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

accordance with the effective interest rate method. 2.9.4 Bank borrowings Bank borrowings are initially recognised at the amount received, net of expenses relating to their

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

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

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

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

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

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

IAS 39, as regards its documentation and effectiveness. The variations in the fair value of derivative financial instruments contracted by the Group, although

contracted for hedging purposes in accordance with the Group’s hedging policies, do not comply with all the provisions of IAS 39 as regards the possibility of qualifying for hedge accounting, thus are recognized in the statement of comprehensive income for the period in which they occur.

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

the price paid including transaction costs and are subsequently stated at fair value or at cost less any impairment losses, if fair value cannot be reliably measured.

2.10 Inventories and program broadcasting rights

Inventories are stated at the lower of production (or acquisition cost, as applicable), or net realisable value, using the weighted average cost method. Net realizable value is estimated based on the Company’s past experience in accordance with aging and inventory turnover criteria, considering also the possibility of their future use.


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The Group records under the caption “Program broadcasting rights” the rights acquired from third parties to broadcast programs, by corresponding entry to the caption “Trade and other payables” when such rights come into force and the following conditions are met: - The cost of the broadcasting rights is known and can be reasonably determined; - The program contents have been accepted in accordance with the conditions established contractually;

and - The programs are available for broadcasting without restriction.

Program broadcasting rights correspond essentially to contracts or agreements with third parties for the exhibition of soaps, films, series and other TV programs and are stated at specific cost. The cost of programs is recognized in the statement of comprehensive income when the programs are broadcasted, considering the estimated number of broadcasts and estimated benefits of each broadcast. In addition, advances made for the purchase of contents are recorded in the caption “Program transmission rights” by corresponding entry to “Trade and other payables”. Future financial commitments for the acquisition of programs are shown in Note 37.2. Impairment losses (Notes 23 and 32) are recognised whenever the book value of inventories or broadcasting rights is greater than the estimated recoverable amount.

2.11 Provisions and contingent liabilities

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

2.12 Pension liability

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


7

- Recognition of actuarial gains and losses.

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

2.13 Income tax

Income tax for the year consists of current tax and deferred tax and is recorded in accordance with the provisions of IAS 12. Impresa is covered by the special regime for the taxation of groups of companies (regime especial de tributação dos grupos de sociedades - “RETGS”)), which covers all the companies in which Impresa has a direct or indirect participation of at least 90% and comply with the other conditions of the regime. The other companies of the Impresa Group not covered by the special regime for the taxation of groups of companies are taxed individually based on their taxable income at the applicable tax rates. In determining income tax cost for the year, in addition to current tax, the effect of deferred tax is also considered, calculated based on the difference between the book value of assets and liabilities at the end of each year and their corresponding value for tax purposes. As established in the above rules, deferred tax assets are only recognized when there is reasonable assurance that they can be recovered in the future. At the end of each year an assessment is made of deferred tax assets, and they are reduced whenever their future utilization stops being probable. The Group has no operations with timing taxable differences that could generate deferred tax liabilities.

2.14 Subsidies

State subsidies are recognized at their fair value when there is a reasonable certainty that they will be received and that the Group will comply with the conditions required for their concession. Operating subsidies are recognised in the statement of comprehensive income in accordance with the recognition of the corresponding costs. Investment subsidies relating to the acquisition of assets are recorded as deferred income, being recognized as income on a systematic basis over the useful life of the assets.

2.15 Revenue

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


8

In summary:

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

2.17 Impairment of assets, excluding goodwill

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

2.18 Foreign currency balances and transactions

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

2.19 Classification in the statement of financial position

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

2.20 Subsequent events

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

Income Classification Time of recognition

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


9

3. CHANGES IN ACCOUNTING POLICIES AND ESTIMATES

In 2011 there were no changes in accounting policies in relation to those used in the preceding year, nor were material errors relating to prior years recognized. However, as a result of changes in the macroeconomic environment, especially in the publicity market and increases in the rates of discount, there were significant changes in the estimates and assumptions used in the impairment tests of certain assets, namely those relating to goodwill (Note 17).

As a result of uncertainties relating to the operations, the basis of the amounts estimated is the last reliable information available, the main estimates being those related to determination of the period of useful life of tangible and intangible fixed assets, analysis of impairment (goodwill and other assets), adjustments to assets and provisions, the market value of financial instruments and the pension liability. The revision of a prior period estimate is not considered as an error. Changes in estimates are considered prospectively in profit and loss and are subject to disclosure when the impact is significant. Estimates are based on the best information available as of the date of preparation of the consolidated financial statements. The more significant accounting estimates reflected in the consolidated financial statements as of 31 December 2011 include: - Impairment analysis of goodwill and other assets; - The recording of provisions; - Useful lives of tangible and intangible fixed assets; - Realization of deferred tax assets; - Dates of broadcasting of program exhibition rights; - Impairment adjustments of receivables; - Technical actuarial assumptions and bases; - Analysis of the value of unlisted financial instruments. In 2011, in addition to the changes in the above mentioned key assumptions relating to impairment analyses of goodwill (Note 17), there were no significant changes in the remaining estimates made by the Group in preparing the financial statements.

In 2010, there were no changes in accounting policies, nor were material errors relating to prior years recognized in relation to those used in the year ended 31 December 2009, except for revisions to IFRS 3 – Concentration of business activities and IAS 27 – Consolidated and separate financial statements, that came into force on 1 January 2010, giving rise to the purchase difference on the acquisition of an additional participation in an already controlled subsidiary being recorded in equity (Note 2.3 a).

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

proportion of capital effectively held in them at 31 December 2011 and 2010 are as follows:

Company Head office Main activity 2011 2010

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

Multimédia, Sociedade Unipessoal, Lda. ("GMTS") Carnaxide Rendering of services 100.00% 100.00%Soincom - Sociedade Gestora de Participações Sociais, S.A. ("Soincom") Lisbon Holding company - 100.00%Sojornal - Sociedade Jornalística e Editorial, S.A. ("Sojornal") Lisbon Publishing - 100.00%Solo - Investimentos em Comunicação, SGPS, S.A. ("Solo") Lisbon Holding company 100.00% 100.00%Publisurf - Edições e Publicidade, Lda. ("Publisurf") Lisbon Publishing - 99.63%Gesco - Gestão de Conteúdos e Meios de Comunicação Social, S.A. ("Gesco") Lisbon Contents management 100.00% 100.00%SIC Filmes, Lda. (SIC Filmes") Carnaxide Film production - 51.00%Impresa Classificados - Publicidade, Lda. ("Impresa Classificados") Lisbon Sales of Advertising - 100.00%IMPRESA-DGSM - Desenvolvimento e Gestão de Soluções Multimédia, Lda. ("Impresa DGSM") Lisbon Publishing 100.00% 100.00%AEIOU - Investimentos Multimédia, S.A. ("AEIOU") Matosinhos Multimedia production 100.00% 100.00%Impresa Media Solutions - Sociedade Unipessoal, Lda. ("Impresa Media Solutions") Carnaxide Sales of Advertising 100.00% 100.00%Acting Out - Produção de Espectáculos e Eventos, Lda. ("Acting Out") Lisbon Production of shows and events 100.00% 60.00%InfoPortugal - Sistemas de Informação e Conteúdos, S.A. ("InfoPortugal") Matosinhos Multimedia production 100.00% 100.00%Olhares.com - Fotografia Online, S.A. Porto Multimedia production 75.00% 51.00%Hearst Edimpresa - Editora de Publicações, Lda. ("Hearst Edimpresa") Oeiras Publishing - 50.00%Office Share - Gestão de Imóveis e Serviços, S.A. ("Office Share") Oeiras Management of properties and services 100.00% 100.00%Impresa Serviços - Sociedade Unipessoal, Lda. Lisbon Financial and administrative management services 100.00% 100.00%

Percentage effectively held on


10

The consolidated statement of comprehensive income for the year ended 31 December 2011 includes the effect of full consolidation of the operations of the subsidiaries sold and liquidated up to the time that took place.

5. ASSOCIATED COMPANIES Financial investments in associated companies are recorded in accordance with the equity method.Their

head offices and the proportion of capital effectively held by the Group in them at 31 December 2011 and 2010 are as follows:

(a) These participations are held directly by Impresa. (b) Management of contents cooperative participated in by Impresa, Medipress and Impresa Publishing. As

the financial statements of that entity as of 31 December 2011 do not yet exist, the equity method was not applied. The Group believes that the effect of this is not significant.

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

December 2011 and 2010 are as follows:

(a) Participation held by Impresa Publishing and SIC. (b) Consortium founded in 2010, with the participation of Impresa Digital of 30,000 Euros (Note 20) after a

capital increase subscribed for and paid up in 2011. These investments are recorded at the lower of cost or estimated realizable value.

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

IN SUBSIDIARIES AND ASSOCIATED COMPANIES

The following changes took place in the Group’s consolidation perimeter in the year ended 31 December 2011: - In February 2011 the Group acquired an additional participation of 0.375% in Publisurf for 500 Euros,

recorded as of 1 January 2011, resulting in a purchase difference of 500 Euros; - In February 2011 the Group acquired an additional participation of 40% in Acting Out, for 30,000 Euros,

recorded as of 1 January 2011, resulting in a purchase difference of 30,000 Euros; - In March 2011 the Group acquired an additional participation of 24% in Olhares.com for 144,000 Euros,

recorded as of 1 January 2011, resulting in a purchase difference of 105,785 Euros; - In March 2011 Hearst Edimpresa was liquidated; - In April 2011 the Group acquired an additional participation of 49% in SIC Filmes, for 90,000 Euros,

resulting in a purchase difference of 95,294 Euros. As a result of this acquisition the Group became holder of the rights of films produced by SIC Filmes in prior years. In June 2011 SIC Filmes was liquidated;

HeadCompany office 2011 2010

Vasp – Distribuidora de Publicações, Lda. (“Vasp”) (a) Queluz 33.33% 33.33%Lusa – Agência de Notícias de Portugal, S.A. (“Lusa”) (a) Lisbon 22.35% 22.35%Castillo de Elsinor, S.L. ("Castillo de Elsinor") (a) Barcelona 20.00% 20.00%Visapress - Gestão de Conteúdos dos Media, C.R.L. ("Visapress") (b) Lisbon 21.43% 21.43%

Participarion effectively held in

Company 2011 2010

NP - Notícias de Portugal, C.R.L. (“NP”) (a) 10.71% 10.71%ITEXAMPLE, ACE (b) 4.41% 4.41%

Percentage effectivelyheld in


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- In June 2011 Soincom was merged into Impresa, with retroactive effects to January 2011; - In September 2011, Sojornal, Publisurf and Impresa Classificados were merged into Impresa Publishing,

with retroactive effects to 1 January 2011. Goodwill arising in 2011, in the amount of 231,579 Euros were recognized in equity as they refer to the acquisition of additional participations in companies already controlled by the Group. The following changes took place in the Group’s consolidation perimeter in the year ended 31 December 2010: - Acquisition of an additional participation of 49% in the subsidiary Infoportugal, for 366,656 Euros, resulting

in a purchase difference of 79,828 Euros which was recorded in equity as it refers to the acquisition of an additional participation in a company already controlled by the Group;

- In January 2010 SIC Indoor was liquidated; - In March 2010 Comfutebol was liquidated; - In July 2010 Sojornal acquired an additional participation in VASP for 170 Euros; - In December 2010 Impresa.com and Dirnet were liquidated.

8. SEGMENT REPORTING

The segments identified by the Group are based on identification of the segments in accordance with the financial information reported to the Board of Directors that supports it in the assessment of the performance of the businesses and the taking of decisions as to the allocation of resources to be used. The segments identified by the Group for segment reporting purposes are therefore consistent with the form in which the Board of Directors analyses its business. In July 2011 the Group made a strategic and operational reorganization of its business, deciding to extinguish its “Digital” segment, the business units relating to this segment passing to the segments Publishing and Others. Therefore, up to 31 December 2010 the Group included Acting Out in the “Others” segment and as from 1 January 2011 the operating results of that subsidiary started being reported in the “Publishing” segment. In addition, up to 30 June 2011 the Group included Olhares.com and AEIOU in the “Digital” segment and as from 1 July 2011 the operating results of these subsidiaries started being reported in the “Publishing” segment. The remaining companies included in the “Digital” segment started being included in the “Others” segment. As a result of these changes in the composition of the reportable segments, the Group restated the segment information for the year ended 31 December 2010, the main impact of which was the elimination of the “Digital” segment, increase in the results of the “Publishing” segment and decrease in the results of the “Others” segment in the amounts of approximately 278,000 Euros and 1,365,000 Euros, respectively. Therefore, the Group identified the following reporting segments: Television – The Group is the sole shareholder of SIC that broadcasts in open signal and by cable, under broadcasting licences, the television channels “SIC”, “SIC Notícias”, “SIC Radical”, “SIC Internacional”, “SIC Mulher” and SIC K. In addition, the Group includes GMTS in this segment. Publishing – The Group publishes a wide range of newspapers and magazines covering several themes, including business, politics and society, namely, among others, the weekly newspaper “Expresso”, and the magazines “Visão”, “Exame” and “Caras”. In addition, the Group includes in this segment Gesco, Acting Out, Olhares.com and AEIOU. Others – Includes the Group’s holding companies, Impresa Serviços, Impresa Media Solutions, Office-Share, Impresa DGSM and InfoPortugal that operates in the geographic information systems. In the Publishing segment, sales to VASP contributed 12.6% and 13.6%, respectively, of the Group’s revenue reflected in the statement of comprehensive income for the years ended 31 December 2011 and 2010, corresponding to 31,366,018 Euros and 36,980,122 Euros, respectively (Note 38). VASP is an


12

intermediary between the publishers and the distribution network to the final customer, in which Impresa has a 33.33% participation (Note 5). In addition, advertising revenue results essentially from purchases from Group companies by five media centres that operate as intermediaries between the advertiser and the media entities. Inter-segment transactions are recorded using the same principles as transactions with third parties. The accounting policies of each segment are the same as those of the Group. a) Reporting by main segment – Business segment:

31 December 2011:

The segment “Others” is affected essentially by impairment losses of goodwill of 27,990,764 Euros relating to television.

Total Consolidated Television Publishing Other segments Eliminations total

Operating revenueServices rendered - external costumers 161,486,368 39,848,318 4,506,644 205,841,330 - 205,841,330Services rendered - intersegment 1,112,408 1,315,873 7,322,938 9,751,219 (9,751,219) -Sales - external costumers - 39,877,905 1,728,777 41,606,682 - 41,606,682Other operating revenue - external costumers 1,476,766 551,712 314,977 2,343,455 - 2,343,455Other operating revenue - intersegment 60,714 - 413,121 473,835 (473,835) -

Total operating revenue 164,136,256 81,593,808 14,286,457 260,016,521 (10,225,054) 249,791,467

Operating expenses:Cost of programs broadcasted and goods sold (73,975,460) (14,771,181) (1,205,935) (89,952,576) - (89,952,576)External supplies and services (36,403,501) (38,340,978) (6,010,178) (80,754,657) 10,225,054 (70,529,603)Employee benefits expense (28,654,279) (24,429,255) (7,795,956) (60,879,490) - (60,879,490)Amortisation and depreciation

of tangible and intangible fixed assets (5,552,048) (701,199) (1,921,190) (8,174,437) - (8,174,437)Impairment losses (Note17) - (5,325,849) (27,990,764) (33,316,613) - (33,316,613)Provisions (Note 32) (1,540,110) (14,133) (12,774) (1,567,017) - (1,567,017)Other operating costs (927,206) (674,990) (2,989,632) (4,591,828) - (4,591,828)

Total operating costs (147,052,604) (84,257,585) (47,926,429) (279,236,618) 10,225,054 (269,011,564)Operating profit/(loss) 17,083,652 (2,663,777) (33,639,972) (19,220,097) - (19,220,097)

Financial items:Gain and loss on associated companies - (10,000) (456,407) (466,407) - (466,407)Other financial items (2,434,571) (2,337,636) (8,181,366) (12,953,573) - (12,953,573)

(2,434,571) (2,347,636) (8,637,773) (13,419,980) - (13,419,980)Operating profit/(loss) before taxes and non-controlling interest 14,649,081 (5,011,413) (42,277,745) (32,640,077) - (32,640,077)

Income tax (4,330,327) (425,264) 2,351,529 (2,404,062) - (2,404,062)Non-controlling interest - (5,844) (8,775) (14,619) - (14,619)

Segment profit/(loss) 10,318,754 (5,442,521) (39,934,991) (35,058,758) - (35,058,758)


13

31 December 2010:

Assets, liabilities and other significant information by segment and reconciliation to the consolidated totals are as follows: 31 December 2011:


Operating revenueServices rendered - external costumers 170,112,434 47,439,700 4,458,443 222,010,577 - 222,010,577Services rendered - intersegment 1,471,902 2,352,926 6,341,184 10,166,012 (10,166,012) -Sales - external costumers - 44,687,144 1,690,706 46,377,850 - 46,377,850Other operating revenue - external costumers 1,379,961 829,874 548,384 2,758,219 - 2,758,219Other operating revenue - intersegment 33,014 - 835,050 868,064 (868,064) -

Total operating revenue 172,997,311 95,309,644 13,873,767 282,180,722 (11,034,076) 271,146,646

Operating expenses:Cost of programs broadcasted and goods sold (80,767,170) (15,616,946) (1,452,600) (97,836,716) - (97,836,716)External supplies and services (36,019,244) (40,418,255) (6,080,537) (82,518,036) 11,034,076 (71,483,960)Employee benefits expense (27,231,216) (27,386,510) (7,311,279) (61,929,005) - (61,929,005)Amortisation and depreciation

of tangible and intangible fixed assets (5,607,097) (867,512) (1,652,005) (8,126,614) - (8,126,614)Impairment losses - - (55,776) (55,776) - (55,776)Provisions (Note 32) (1,058,050) (291,980) (7,600) (1,357,630) - (1,357,630)Other operating costs (2,920,952) (1,080,473) (793,086) (4,794,511) - (4,794,511)

Total operating costs (153,603,729) (85,661,676) (17,352,883) (256,618,288) 11,034,076 (245,584,212)Operating profit/(loss) 19,393,582 9,647,968 (3,479,116) 25,562,434 - 25,562,434

Financial items:Gain and loss on associated companies - - (342,250) (342,250) - (342,250)Other financial items (2,858,260) (1,493,483) (7,157,719) (11,509,462) - (11,509,462)

(2,858,260) (1,493,483) (7,499,969) (11,851,712) - (11,851,712)Operating profit/(loss) before taxes and non-controlling interest 16,535,322 8,154,485 (10,979,085) 13,710,722 - 13,710,722

Income tax (4,817,875) (2,625,823) 3,674,845 (3,768,853) - (3,768,853)Non-controlling interest - 239,805 (122,768) 117,037 - 117,037

Segment profit/(loss) 11,717,447 5,768,467 (7,427,008) 10,058,906 - 10,058,906


Goodwill 17,499,139 34,297,748 251,313,934 303,110,821 - 303,110,821Financial investments 6,234 12,470 4,677,326 4,696,030 - 4,696,030Other assets 111,769,768 27,619,594 34,014,925 173,404,287 (39,401,266) 134,003,021

Total assets 129,275,141 61,929,812 290,006,185 481,211,138 (39,401,266) 441,809,872

Bank borrowings 19,175,828 40,060,099 158,039,206 217,275,133 - 217,275,133Other liabilities 70,373,094 24,387,484 45,325,532 140,086,110 (39,401,266) 100,684,844

Total liabilities 89,548,922 64,447,583 203,364,738 357,361,243 (39,401,266) 317,959,977

Other information:Increases in tangible fixed assets (Note 19) 6,530,992 718,054 532,849 7,781,895 - 7,781,895Depreciation and amortisation for the year 5,552,048 701,199 1,921,190 8,174,437 - 8,174,437Impairment losses (Note 32 except goodwill) 328,945 401,169 1,458,824 2,188,938 - 2,188,938Reversal of impairment losses (Note 32) (153,352) (182,793) (27,547) (363,692) - (363,692)Utilization of impairment losses (Note 32) (1,131,649) (258,395) - (1,390,044) - (1,390,044)Average number of personnel 613 548 136 1,297 - 1,297Impairment losses - goodwill (Note 17) - 5,325,849 27,990,764 33,316,613 - 33,316,613


14

31 December 2010:

The column “Others” corresponds to assets and liabilities recorded by Impresa and other sub-holding companies of the Group, the activities of which consist essentially of managing investments, and so the corresponding assets include goodwill relating to the television, publishing and digital segments in the amounts of 228,524,334 Euros, 20,724,100 Euros and 2,065,500 Euros, respectively, which in 2011 decreased due to impairment losses recognized (Note 17), as well as the corresponding bank loans used to acquire the investments.

b) Reporting by secondary segments – Geographic markets:

Operating revenue by geographic market for the years ended 31 December 2011 and 2010 are as follows:

At 31 December 2011 and 2010 there was no acquisitions of non-current assets relating to the geographic segment “Other markets”. In addition, more than 99% of the Group’s assets at 31 December 2011 and 2010 relate to the Portugal geographic segment.


Goodwill 17,499,139 39,623,597 280,462,253 337,584,989 - 337,584,989Financial investments 6,234 22,637 5,191,698 5,220,569 - 5,220,569Other assets 108,389,072 31,539,709 32,744,751 172,673,532 (31,075,827) 141,597,705

Total assets 125,894,445 71,185,943 318,398,702 515,479,090 (31,075,827) 484,403,263

Bank borrowings 19,115,632 34,357,999 166,750,365 220,223,996 - 220,223,996Other liabilities 62,178,943 33,349,812 40,883,874 136,412,629 (31,075,827) 105,336,802

Total liabilities 81,294,575 67,707,811 207,634,239 356,636,625 (31,075,827) 325,560,798

Other information:Increases in tangible fixed assets (Note 19) 5,198,335 456,112 369,521 6,023,968 - 6,023,968Depreciation and amortisation for the year 5,607,097 867,512 1,652,005 8,126,614 - 8,126,614Impairment losses (Note 32) 344,177 511,531 716,292 1,572,000 - 1,572,000Reversal of impairment losses (Note 32) (35,640) (47,661) (60,511) (143,812) - (143,812)Utilization of impairment losses (Note 32) (10,071,958) - (164,298) (10,236,256) - (10,236,256)Average number of personnel 608 575 130 1,313 - 1,313

2011 2010 2011 2010 2011 2010

Services rendered 200,932,292 215,889,970 4,909,038 6,120,607 205,841,330 222,010,577Sales 41,578,564 46,352,399 28,118 25,451 41,606,682 46,377,850Other operating revenue 2,343,455 2,758,219 - - 2,343,455 2,758,219

Total operating revenue 244,854,311 265,000,588 4,937,156 6,146,058 249,791,467 271,146,646

Portugal Other markets Consolidated total


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9. SALES AND SERVICES RENDERED BY ACTIVITY

Services rendered and sales for the years ended 31 December 2011 and 2010 were as follows:

2011 2010Services rendered:

Television:Advertising 96,882,975 105,934,891Cable channels 43,108,776 42,080,542Multimedia 16,874,113 18,117,264Merchandising 1,200,883 1,775,102Other 3,419,621 2,204,635

161,486,368 170,112,434

Publishing:Advertising 36,725,458 44,579,374Other 3,122,860 2,860,326

39,848,318 47,439,700

Others:Digital cartography 1,595,713 1,367,108DGS 2,157,755 2,198,382Others 753,176 892,953

4,506,644 4,458,443Total services rendered 205,841,330 222,010,577

Sales:Publications 34,545,254 37,446,331Others - publishing 5,332,651 7,240,813Others 1,728,777 1,690,706

Total sales 41,606,682 46,377,850Total services rendered and sales 247,448,012 268,388,427


16

10. OTHER OPERATING REVENUE AND EXPENSES

Other operating revenue for the years ended 31 December 2011 and 2010 was as follows:

(a) In 2011 and 2010 this caption corresponded essentially to income received from sponsorships. Other operating expenses for the years ended 31 December 2011 and 2010 were as follows:

(a) This caption includes essentially loss on the contract entered into by the Group in December 2011 relating to the sale of the brand and property rights of the establishment, in which the “AEIOU” brand and rights were sold, as well as the rights of the business relating to the “aeiou.pt” portal, corresponding essentially tangible and intangible fixed assets and employees relating exclusively to the portal for 8,100 Euros and consequent de-recognition of goodwill relating to the business, in the amount of 1,157,555 Euros (Note 17).

(b) At 31 December 2011 and 2010, this caption included, approximately 125,500 Euros and 353,000 Euros, respectively, relating to offers and donations made by the Group’s media communication to third parties.

11. COST OF PROGRAMS BROADCASTED AND GOODS SOLD The costs of programs broadcasted and goods sold in the years ended 31 December 2011 and 2010 were as follows:

2011 2010

Supplementary income and other operating income (a) 873,870 1,181,188

Reversal of provisions (Note 32) 798,037 1,245,282

Reversal of impairment losses (Note 32) 363,692 143,812

Operating subsidies 307,856 187,937

2,343,455 2,758,219

2011 2010

Impairment loss on receivables (Note 32) 1,598,722 923,190

Taxes 1,441,752 2,984,239

Loss on the sale of fixed assets (a) 1,175,334 7,215

Other operating losses (b) 376,020 879,867

4,591,828 4,794,511

2011 2010

Programs broadcasted 73,975,460 80,767,170Raw materials consumed 10,469,238 10,383,798Merchandise sold 5,507,878 6,685,748

89,952,576 97,836,716


17

12. EXTERNAL SUPPLIES AND SERVICES This caption for the years ended 31 December 2011 and 2010 was made up as follows:

13. PERSONNEL COSTS

Personnel costs for the years ended 31 December 2011 and 2010 are made up as follows:

In the years ended 31 December 2011 and 2010 the average number of employees of the companies

included in consolidation was 1,297 and 1,313, respectively. 14. NET FINANCIAL EXPENSES Net financial expenses for the years ended 31 December 2011 and 2010 are made up as follows

2011 2010

Subcontracts 20,582,302 21,318,151

Specialized works 10,721,436 11,123,470

Fees 6,097,075 5,479,723

Communication 6,001,840 6,165,317

Maintenance and repairs 5,085,753 5,030,518

Advertising 4,612,707 4,947,479

Articles to be offered (prizes) 4,135,277 2,718,340

Lease and rent 3,777,492 3,457,588

Others 9,515,721 11,243,374

70,529,603 71,483,960

2011 2010

Personnel salaries 46,813,538 48,221,398Charges on remuneration and other personnel costs 11,506,271 11,514,776Indemnities 2,559,681 2,192,831

60,879,490 61,929,005

2011 2010Losses and gains on group and associated companies: (a)Losses on associated companies (652,320) (584,804)Gains on associated companies 185,913 242,554

(466,407) (342,250)Interest and other financial costs: Interest (11,762,999) (9,481,140)Impairment losses on available-for-sale assets (Note 21) (775,710) (780,000)Foreign exchange losses (8,027) (599,270)Other financial expenses (b) (1,068,011) (731,137)

(13,614,747) (11,591,547)Other financial income:Foreign exchange gain 397,471 25,234Interest 39,905 24,703Financial discounts received 13,794 15,556Other financial income (c) 210,004 16,592

661,174 82,085Net financial costs (13,419,980) (11,851,712)


18

(a) This caption is made up as follows:

(b) This caption corresponds essentially to bank charges.

(c) This caption for the year ended 31 December 2011 includes 155,444 Euros relating to reimbursement costs of bank guarantees under tax processes subsequently extinguished.

15. DIFFERENCES BETWEEN THE ACCOUNTING AND TAX RESULTS

Impresa and its subsidiaries are subject to corporate income tax at the rate of 12.5% up to the amount of taxable income of 12,500 Euros, the excess being subject to corporate income tax at the rate of 25%, plus a Municipal Surcharge of 1.5% of taxable income, resulting in a maximum aggregate tax rate of 26.5%. In addition, there is a State Surcharge of 2.5% on taxable income in excess of 2,000,000 Euros. However, for years ended 31 December 2012 and 2013 that limit is substituted for taxable income between1,500,000 Euros 10,000,000 Euros by a rate of 3% and the excess over 10,000,000 Euros by a rate of 5%. Furthermore, because of their legal form, some Group companies are subject to the tax legislation covering holding companies (“Sociedades Gestoras de Participações Sociais”). In accordance with that legislation, gains and losses in group companies resulting from the application of the equity method, dividends received from participated companies in more than 10% and financial expenses relating to the acquisition of investments, are not considered for tax purposes.

Impresa is subject to corporate income tax under the special regime for the taxation of groups of companies (Regime Especial de Tributação dos Grupos de Sociedades - “RETGS”) with its subsidiaries Impresa Publishing, Solo, Medipress, Impresa Digital, SIC, GMTS, Impresa Media Solutions, Gesco, Office Share, Impresa DGSM and Impresa Serviços. The remaining subsidiaries, not covered by this regime, are subject to income tax on an individual basis, based on their respective taxable results at the applicable tax rates. The Group’s Management believes that is not probable corrections to the tax returns resulting from revisions/inspections by the Tax Administration with a significant effect on the consolidated financial statements as of 31 December 2011.

The Group records deferred taxes resulting from temporary differences between the accounting and tax bases of its assets and liabilities. Deferred tax assets at 31 December 2011 and 2010 are as follows:

a) Temporary differences – Changes in deferred tax assets

31 December 2011:

2011 2010

Vasp (Note 20) 50,992 98,728Lusa (Note 20) 134,921 143,826Castillo de Elsinor (Note 20) (637,320) (584,804)Visapress (Note 20) (15,000) -

(466,407) (342,250)

Provisions ImpairmentImpairment Impairment for other Tax losses losses on

Accrued losses on losses on risks and carried available-for-saleexpenses receivables inventories charges forward investments Total

Balance at 31 December 2010 3,418 549,723 534,699 500,634 470,349 - 2,058,823Effect of change in tax rate - (20,858) 17,804 (16,728) - - (19,782)Increases/(decreases) - 52,619 (328,178) 87,446 (435,259) 312,500 (310,872)

Balance at 31 December 2011 3,418 581,484 224,325 571,352 35,090 312,500 1,728,169

Deferred tax assets


19

In 2011 the Group did not recognize deferred tax assets on impairment losses on goodwill recorded in that year as they are permanent differences. 31 December 2010:

Tax losses carried forward at 31 December 2011 and 2010 were as follows:

Tax losses carried forward of 2,270,660 Euros at 31 December 2011, expire as follows:

Provisions ImpairmentImpairment Impairment for other Tax losses losses on

Accrued losses on losses on risks and carried investmentexpenses receivables inventories charges forward properties Total

Balance at 31 December 2009 26,227 513,267 3,144,783 331,824 413,082 17,146 4,446,329Increases/(decreases) 2,000 28,623 296,678 32,922 - - 360,223Change in perimeter (24,809) 7,833 (2,906,762) 135,888 57,267 (17,146) (2,747,729)

Balance at 31 December 2010 3,418 549,723 534,699 500,634 470,349 - 2,058,823

Deferred tax assets

Prior Prior 2011 years 2011 years Total

Impresa DGSM - 119,885 - 13,298 133,183AEIOU - - 591,756 1,525,245 2,117,001Acting Out - 20,476 - - 20,476

- 140,361 591,756 1,538,543 2,270,660

Tax rate 25% 25%- 35,090

31 December 2011Tax losses carried forwardconsidered for purposes Tax losses not considered

of deferred taxes for purposes of deferred taxes

2010 Prior years 2010 Prior years Total

Medipress subsidiaries - - 495,398 247,833 743,231Impresa DGSM - 119,885 - 13,298 133,183AEIOU 43,885 1,481,360 - - 1,525,245Acting Out 185,184 51,080 - - 236,264

229,069 1,652,325 495,398 261,131 2,637,923

Tax rate 25% 25%57,267 413,082

31 December 2010

of deferred taxes for purposes of deferred taxes

Tax losses carried forwardconsidered for purposes Tax losses not considered

Tax losses carried Tax losses carried forward considered forward not considered

for deferred taxes for deferred taxes Total

2013 - 167,065 167,0652014 - 896,395 896,3952015 140,361 1,022,954 1,163,3152016 - 43,885 43,885

140,361 2,130,299 2,270,660


20

Tax losses carried forward of 2,637,923 Euros at 31 December 2010, expire as follows:

b) Reconciliation of the tax rate

Income tax for the years ended 31 December 2011 and 2010 was as follows:

Tax losses carried Tax losses carried forward considered forward not considered

for deferred taxes for deferred taxes Total

2013 160,748 29,324 190,0722014 1,061,184 120,518 1,181,7022015 615,577 111,289 726,8662016 43,885 495,398 539,283

1,881,394 756,529 2,637,923

2011 2010

Profit/(loss) before tax (32,640,077) 13,710,722Nominal income tax rate 25% 25%

(8,160,019) 3,427,681

Tax losses used - (1,389,121)Non-recoverable tax losses carried forward 147,939 123,850Prior year non-recoverable tax losses carried forward 378,704 -Effect of change in the tax rate on deferred taxes 19,782 (360,223)Permanent differences (i) 9,466,146 781,776Income tax adjustments (ii) 448,838 285,771Municipal and State surcharge 102,672 899,119Income tax 2,404,062 3,768,853

Effective income tax rate -7.37% 27.49%

Current income tax (iii) 2,073,408 1,381,347Deferred income tax for the year 330,654 2,387,506

2,404,062 3,768,853


21

(i) This amount at 31 December 2011 and 2010 was made up as follows:

(ii) This amount corresponds to the autonomous taxation of certain expenses. (iii) This amount was made up as follows at 31 December 2011 and 2010:

16. EARNINGS PER SHARE

Basic and diluted earnings per share for the years ended 31 December 2011 and 2010 were computed based on the following information:

2011 2010

Effect of the equity method of accounting (Note 20) (123,809) (250,784)Fines 16,970 13,336Impairment losses on non-controlling interest (Note 32) - 55,776Impairment osses on financial investments (Note 20) 590,216 593,034Impairment losses on available-for-sale assets (Note 21) 775,710 780,000Impairment losses - goodwill (Notes 17 and 32) 33,316,613 -Non tax deductible depreciation and amortization 37,924 -Non tax deductible provisions 1,327,143 521,898Loss on the sale of the AEIOU business 1,157,555 -Confidential and/or undocumented expenses 17,256 17,594Accounting capital gains (10,000) -Other, net 759,004 1,396,248

37,864,582 3,127,102 Nominal income tax rate 25% 25%

9,466,146 781,776

2011 2010

Estimated income tax recorded as a deduction from other current assets (Note 25) 44,371 1,355,348Estimated income tax recorded under other current liabilities (Note 34) 2,029,037 25,999

2,073,408 1,381,347

2011 2010

Number of sharesWeighted average number of shares for purposes of computing

basic earnings per share (Note 28) 168,000,000 168,000,000

EarningsEarnings for purposes of computing basic earnings per share (net profit/(loss) for the year) (35,058,758) 10,058,906

Earnings per share:

Basic (0.2087) 0.0599Dilluted (0.2087) 0.0599


22

17. GOODWILL

The movements in the caption goodwill in the year ended 31 December 2011 were as follows: 31 December 2011:

There were no movements in goodwill in 2010.

Goodwill at 31 December 2011 and 2010 is made up as follows:

In compliance with the provisions of IFRS 3, the Group makes impairment tests of goodwill at 31 December of each year and whenever there are indications of impairment. For purposes of impairment tests, goodwill has been attributed to the identified cash generating units, considering, as a cash generating unit, the smallest identifiable group of cash generating assets that are largely independent of the cash flow of other assets or groups of assets. The cash generating units identified for this purpose, to which goodwill was attributed, were the following: - Television: corresponding to the general channel SIC, the theme channels SIC Notícias, SIC Mulher,

SIC Radical, SIC K and SIC Internacional, owned by the legal entity SIC, and GMTS; - Magazines: corresponding to several publications in the form of magazines with the titles Caras, Visão,

Exame, TV Mais, Activa, Autosport, Blitz, Volante, Telenovelas, among others, which are owned by the legal entity Medipress;

- Newspapers: corresponding essentially to the newspaper Expresso, which is owned by the legal entity

Impresa Publishing; - InfoPortugal: corresponding essentially to the digital mapping business; - Olhares.com: corresponding essentially to the olhares.com portal. As in previous years the Group requested a specialised independent entity to test impairment of goodwill of the television and magazine sectors, as they were considered to be more complex cash generating units for purposes of determining their recoverable value. The Group made internal tests of the impairment of the

Balance at 31 December 2010 337,584,989 Impairment loss on goodwill of Television (Note 32) (27,990,764) Impairment loss on goodwill of Magazines (Note 32) (5,325,849) Sale of the original business of AEIOU (Note 10) (1,157,555)Balance at 31 December 2011 303,110,821

2011 2010

Television:Recorded by the holding companies 228,524,334 256,515,098Recorded by SIC 17,499,139 17,499,139

246,023,473 274,014,237

Magazines:Recorded by Medipress 33,894,234 39,220,083Recorded by the holding companies 593,766 593,766

34,488,000 39,813,849

Newspapers (recorded by the holding companies) 20,130,334 20,130,334InfoPortugal (recorded by the holding companies) 2,065,500 2,065,500AEIOU (recorded by the holding companies) - 1,157,555Olhares.com (recorded by AEIOU) 403,514 403,514

22,599,348 23,756,903303,110,821 337,584,989

Company


23

remaining goodwill as it considered that it relates to cash generating units of businesses considered to be of greater maturity. As the original business of AEIOU was sold in 2011 (Note 10), goodwill was derecognized. Impairment tests of goodwill are performed using the discounted cash-flow method, cash flow projections having been prepared for five years for each cash generating unit, a perpetuity being considered as from the fifth year. The growth rate of the perpetuity was estimated based on an analysis of the market potential of each cash generating unit based on the expectations of management and the external consultants involved in the valuations. The discount rates used reflect the level of indebtedness and the cost of third party capital of each cash generating unit, as well as the level of risk and profitability expected by the market. The financial projections were prepared based on assumptions of the evolution of the operations of the cash generating units and their markets, which the Board of Directors believes are coherent with the past, are reasonable and prudent and reflect their vision and that of the consultants involved in their preparation as to the behaviour of the principal market variables and performance of the group companies, based on their defined strategic plans. For this purpose, market data was obtained from external entities, which were compared with historical statistical data and past experience of the Group, complemented by the estimated effect of the business strategies adopted for each cash generating unit. In preparing financial statements for the semester ended 30 June 2011, the Group identified indications of impairment of the Television and Magazine cash generating units, having carried out impairment tests, which resulted in losses of 27,990,764 Euros and 1,536,491 Euros, respectively, which were recognized in those financial statements. The indications of impairment identified resulted from changes noted in the second quarter of 2011 in key assumptions, which, in the opinion of the Company, were a substantial change in relation to the indicators used to support the impairment analyses carried out as of 31 December 2010. These changes in the key assumptions resulted essentially from a decrease in advertising income, as a result of the fall in the advertising market in relation to the expectations of the preceding year, as well as a continued increase in interest rates resulting in an increase in the discount rates in relation to 31 December 2010, due to external factors that were not predictable in the preceding year, especially the request for intervention of the IMF/EU/ECB, referred to as the Troika, in April 2011 and the subsequent announcement of the Troika austerity program in May and June and the introduction of new austerity measures in July 2011. These occurrences in the first half of 2011 affected the expected evolution of the advertising market, as a consequence of the retraction of private consumption, resulting in a change in the Group’s Budgets for subsequent periods. These changes were considered in the plans supporting the impairment analyses carried out in June 2011 and were also considered in the impairment analyses carried out as of 31 December 2011. A strong correlation has been recognized between the Group’s main income and the level of economic activity, namely advertising income, the sale of publications and related products. The magnitude of these occurrences and the evolution expected in June 2011 for subsequent periods exceeded the range of the sensitivity analyses carried out in the impairment analyses at 31 December 2010. Therefore, the significant slowing in advertising investment the second half of 2011 worsened the prospects for the second half of 2011 and significantly changed the assumptions of activity in the studies supporting the impairment analyses at 31 December 2010. Another change in the basic assumptions was the increase in the discount rate due to the increase in the rate of interest of risk-free assets, following the increase in the risk of the sovereign debt of the Portuguese State. There was a significant increase in the upward trend in yields of Portuguese bonds, as from the end of March 2011 which resulted in yields and spreads reaching record levels in relation to German bonds. At 31 December 2011 the Group carried out impairment tests of goodwill relating to the cash generating units of Television, Magazines, Newspapers, InfoPortugal and Olhares.com, additional impairment losses of goodwill of 3,789,358 Euros having been identified for Magazines. No additional impairment was identified in television in relation to that recognized at 30 June 2011. Impairment losses were not identified in the remaining cash generating units. In addition, sensitivity analyses were made of some assumptions, namely the discount rate.


24

Television: The recoverable amount of this cash generating unit was determined considering the cash flow projections in accordance with the financial projections of the Television cash generating unit for a period of five years, using a discount rate of 10.25% (9.74% at 31 December 2010) and a perpetuity growth rate of 2% (2% in 2010) The main variables considered were the following: - Decrease in the advertising market in 2012, which is estimated to start reversing in 2013 and following

years; - Maintenance of market share in the generalist channel for a period of five years and increase in market

share in the theme channels; - Maintenance of income from the subscription of rights to the theme channels; - Decrease in programming costs in 2012 and maintenance of them for the remaining period of the

projections; - Renewal of the TV licenses at the end of their term without significant additional costs; - Maintenance, in open signal, of the current transmission costs of the SIC generalist channel. The impairment tests carried out do not take into consideration the possible effect of privatization of RTP and, consequently, assume maintenance of the current number of television channels broadcast in open signal, as well as the current limit of advertising space in each channel and other sector regulations. As referred to above, the main changes in relation to past experience considered in the Television impairment tests correspond to a decrease in advertising income in relation to the expectations in 2010 and an increase in the discount rate, due to an increase in interest on risk-free assets, following the increase in the risk of the Portuguese State’s sovereign debt. The remaining assumptions remaining unchanged, a 0.25% increase in the discount rates would result in the need to record an impairment loss of approximately 1,700,000 Euros at 31 December 2011. Magazines: The recoverable amount of this cash generating unit was determined considering the cash-flow projections in accordance with the financial projections of the Magazines for a five year period, using a discount rate of 10.05% (9.12% at 31 December 2010) and a perpetuity growth rate 0.5% (0.5% in 2010). The perpetuity growth rate was estimated by the Company’s external consultants based on a sample of Iberian companies in the sector. The main variables considered were the following: - Decrease in the advertising target market in 2012, stagnation in 2013 and reduced growth in subsequent

years; - Decrease in the sale of magazines in 2012 and stagnation as from 2013; - Continuation of the current variable cost structure, adjusted in accordance with expected inflation. The main changes in relation to the Magazine impairment test carried out in the preceding year correspond to a decrease in advertising income and circulation and increase in the discount rate due to an increase in interest on risk-free assets, following the increase in the risk of the Portuguese State’s sovereign debt. The remaining assumptions remaining unchanged, a 0.25% increase in the discount rates would result in the need to record an impairment loss of approximately 950,000 Euros at 31 December 2011.


25

Newspapers: The recoverable amount of this cash generating unit was determined considering the cash-flow projections in accordance with the financial projections of the Expresso newspaper for a five year period, using a discount rate of 10.05% (8.99% at 31 December 2010) and a perpetuity growth rate 0.5% (1% in 2010). Although the impairment tests were carried internally, in 2011 the Company considered a discount rate and perpetuity growth rate used by the external consultants in their impairment tests of magazines. The main variables considered were the following: - Decrease in the target advertising market in 2012, stagnation in 2013 and reduced growth in subsequent

years; - Decrease in the sale of newspapers in 2012 and stagnation as from 2013; - Continuation of the current variable cost structure, adjusted in accordance with expected inflation. The main changes in relation to past experience considered in the impairment test of newspapers correspond to a decrease in advertising income and circulation and increase in the discount rate due to the increase in interest on risk-free assets, following the increase in the risk of the Portuguese State’s sovereign debt. InfoPortugal: The recoverable amount of this cash generating unit was determined considering the cash-flow projections in accordance with the financial projections of InfoPortugal for a five year period, using a discount rate of 10.25% (9.87% in 2010) and a perpetuity growth rate of 2.50% (2.5% in 2010). The main assumptions considered in the projections are growth rates of the business similar to those of recent years. Olhares.com: The recoverable amount of this cash generating unit was determined considering the cash-flow projections in accordance with the financial projections of Olhares.com for a five year period, using a discount rate of 11.13% and a perpetuity growth rate of 2.50%. The Board of Directors believes that the scenarios considered and projections made are conservative. However, the impairment tests of goodwill are based on assumptions and macro-economic and market variables and corresponding future economic and financial performance of the cash generating units in question and there can be variations between the assumptions made and the actual behaviour of these variables and so the performance of the cash generating units can be different from that projected in the impairment analyses.


26

18. INTANGIBLE ASSETS The movements in intangible assets and respective accumulated amortization and impairment losses in 2011 and 2010 were as follows:

31 December 2011:

The increase in the caption “Industrial property and other rights” is due essentially to the acquisition of mapping rights and aerial photographs and videos for digital mapping operations. The sale of intangible assets corresponds essentially to a contract for the sale and transfer of property rights of AEIOU entered into by the Group in December 2011 (Note 11). 31 December 2010:

The increase in the caption “Industrial property and other rights” is due essentially to the acquisition of mapping rights and aerial photographs to carry out the subsidized project Intellitouring and provide it for use by other sites.

Industrialproperty and Intangible assetsother rights Software in progress Total

Gross:Balance at 31 December 2010 4,052,808 4,583,892 519,810 9,156,510Purchases 466,438 5,400 - 471,838Sales and write-offs (730,984) (6,772) - (737,756)Transfers and reclassifications (Note 19) 66,376 - (519,810) (453,434)

Balance at 31 December 2011 3,854,638 4,582,520 - 8,437,158

Accumulated amortisation and impairment losses:Balance at 31 December 2010 (3,246,144) (4,112,396) - (7,358,540)Increases (584,988) (362,002) - (946,990)Decreases due to sales and write-offs 698,177 4,805 - 702,982

Balance at 31 December 2011 (3,132,955) (4,469,593) - (7,602,548)

Net balance at 31 December 2011 721,683 112,927 - 834,610

Industrialproperty and Intangible assetsother rights Software in progress Total

Gross:Balance at 31 December 2009 3,354,838 4,471,662 602,127 8,428,627Purchases 403,061 31,676 519,810 954,547Sales and write-offs - - (21,222) (21,222)Transfers and reclassifications (Note 19) 294,909 80,554 (580,905) (205,442)

Balance at 31 December 2010 4,052,808 4,583,892 519,810 9,156,510

Accumulated amortisation and impairment losses:Balance at 31 December 2009 (2,731,387) (3,492,687) - (6,224,074)Increases (471,239) (547,018) - (1,018,257)Transfers and reclassifications (Note 19) (43,518) (72,691) - (116,209)

Balance at 31 December 2010 (3,246,144) (4,112,396) - (7,358,540)

Net balance at 31 December 2010 806,664 471,496 519,810 1,797,970


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19. TANGIBLE FIXED ASSETS The movements in tangible fixed assets and corresponding accumulated depreciation and impairment losses during the years ended 31 December 2011 and 2010 were as follows: 31 December 2011:

The increase in the caption “Buildings and other constructions” is due to Works carried out on third party property (Parque Holanda) relating to SIC’s studios. The increase in the caption “Machinery and equipment” and “Administrative equipment” results essentially from completion of the installation and acquisition of the Sonaps system, specific equipment for managing computer contents and the acquisition of technical equipment for the Matosinhos studios and the acquisition of servers. 31 December 2010:

The caption “Buildings and other constructions” includes the allocation of the purchase price difference of 1,326,850 Euros arising on the purchase of an additional participation in Office Share in the year ended 31 December 2008. The increase in the caption “Machinery and equipment” results essentially from the acquisition of audiovisual equipment relating to television broadcasting by SIC. The increase in the caption “Administrative equipment” corresponds to the acquisition of a VOIP telephone central. The caption “Tangible fixed assets in progress” includes essentially the Sonaps system, specific equipment for management of computer contents that was not yet available for use.

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

resources constructions equipment equipment equipment assets in progress Total

Gross:Balance at 31 December 2010 1,675,961 22,891,814 92,915,340 566,808 24,225,625 571,551 2,124,668 144,971,767Changes in consolidation perimeter - - (1,995) - (25,873) - - (27,868)Acquisitions - 338,808 6,053,810 9,500 961,496 - 418,281 7,781,895Sales and write-offs - - (105,878) - (78,731) - - (184,609)Transfers and reclassifications (Note 18) - - 2,613,197 - 2,967 - (2,162,730) 453,434

Balance at 31 December 2011 1,675,961 23,230,622 101,474,474 576,308 25,085,484 571,551 380,219 152,994,619

Accumulated depreciation and impairment losses:Balance at 31 December 2010 - (3,368,190) (81,222,214) (554,195) (22,300,239) (566,969) - (108,011,807)Changes in consolidation perimeter - - 1,995 - 25,873 - - 27,868Increases - (1,128,393) (5,297,502) (6,764) (794,594) (194) - (7,227,447)Decreases due to sales and write-offs - - 83,622 - 72,531 - - 156,153

Balance at 31 December 2011 - (4,496,583) (86,434,099) (560,959) (22,996,429) (567,163) - (115,055,233)

Net balance at 31 December 2010 1,675,961 18,734,039 15,040,375 15,349 2,089,055 4,388 380,219 37,939,386

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

resources constructions equipment equipment equipment assets in progress Total

Gross:Balance at 31 December 2009 1,675,961 22,786,321 89,852,223 607,881 23,594,661 571,703 327,182 139,415,932Changes in consolidation perimeter - - (304,588) - (84,028) - - (388,616)Acquisitions - 105,493 3,112,123 - 887,659 - 1,918,693 6,023,968Sales and write-offs - - (27,640) (41,073) (171,323) - (44,923) (284,959)Transfers and reclassifications (Note 18) - - 283,222 - (1,344) (152) (76,284) 205,442

Balance at 31 December 2010 1,675,961 22,891,814 92,915,340 566,808 24,225,625 571,551 2,124,668 144,971,767

Accumulated depreciation and impairment losses:Balance at 31 December 2009 - (2,299,883) (76,994,919) (590,680) (21,149,644) (566,926) - (101,602,052)Changes in consolidation perimeter - - 274,315 - 75,594 - - 349,909Increases - (1,068,307) (4,565,613) (4,588) (1,469,654) (195) - (7,108,357)Decreases due to sales and write-offs - - 20,485 41,073 170,926 - - 232,484Transfers and write-offs (Note 18) - - 43,518 - 72,539 152 - 116,209

Balance at 31 December 2010 - (3,368,190) (81,222,214) (554,195) (22,300,239) (566,969) - (108,011,807)

Net balance at 31 December 2010 1,675,961 19,523,624 11,693,126 12,613 1,925,386 4,582 2,124,668 36,959,960


28

At 31 December 2011 and 2010 the Group had the following assets under finance leases:

As explained in Note 2.7, these leased assets are recorded in accordance with the financial method.

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

20. FINANCIAL INVESTMENTS The movements in financial investments in the years ended 31 December 2011 and 2010 were as follows: 31 December 2011:

(a) Capital increase in ITEXAMPLE, ACE. (Note 6).

31 December 2010:

(a) This caption corresponds to the foundation of ITEXAMPLE, ACE (Note 6).

Accumulated Accumulateddepreciation depreciation

Gross and impairment Net Gross and impairment Netamount losses amount amount losses amount

Land 1,675,961 - 1,675,961 1,675,961 - 1,675,961Buildings and other construction 14,431,965 (2,060,518) 12,371,447 14,431,965 (1,758,098) 12,673,867Machinery and equipment 16,200,158 (8,382,511) 7,817,647 12,117,996 (6,648,332) 5,469,664Transport equipment 22,018 (12,385) 9,633 22,018 (6,881) 15,137Administrative equipment 2,818,490 (1,566,725) 1,251,765 2,052,691 (1,222,367) 830,324

35,148,592 (12,022,139) 23,126,453 30,300,631 (9,635,678) 20,664,953

2011 2010

Investments Investmentsin associated in othercompanies companies Total

Balance at 31 December 2010 5,186,866 33,703 5,220,569Application of the equity method (Note 14) 123,809 - 123,809Distribution of dividends by Lusa (73,132) - (73,132)Increase (a) - 15,000 15,000Impairment losses (Notes 14 and 32) (590,216) - (590,216)

Balance at 31 December 2011 4,647,327 48,703 4,696,030

Investments Investmentsin associated in othercompanies companies Total

Balance at 31 December 2009 5,581,064 18,703 5,599,767Application of the equity method (Note 14) 250,784 - 250,784Distribution of dividends by Lusa (52,110) - (52,110)Foundation of companies (a) - 15,000 15,000Impairment losses (Notes 14 and 32) (593,034) - (593,034)Others 162 - 162

Balance at 31 December 2010 5,186,866 33,703 5,220,569


29

The detail of investments in associated companies as of 31 December 2011 and 2010 is as follows: 31 December 2011:

(a) Equity considered was adjusted in order to comply with IFRS.

31 December 2010:

(a) Equity considered was adjusted in order to comply with IFRS. As a result of applying the equity method at 31 December 2011 and 2010, the following movements were recorded in the caption “Investments in associated companies”:

(a) These amounts include 575,216 Euros and 593,034 Euros relating to impairment losses recorded in 2011 and 2010 (Note 32), respectively.

(b) This amount corresponds to impairment losses recorded in 2011 (Note 32).

AccumulatedTotal Total Net Percentage Participation impairment Net value

Company Head office assets revenue Equity result effectively held amount losses of the asset

Vasp Queluz 32,006,580 189,226,311 9,733,495 244,378 33,33 3,244,175 - 3,244,175Lusa (a) Lisbon 15,236,522 20,249,897 6,680,807 612,977 22,35 1,078,176 - 1,078,176Castillo de Elsinor Lisbon 3,968,319 3,341,812 1,623,231 (32,912) 20.00 324,646 - 324,646Visapress Lisbon n.a. n.a. n.a. n.a. 21.43 15,000 (15,000) -

4,661,997 (15,000) 4,646,997Castillo de Elsinor - goodwill 1,168,580 (1,168,250) 330

5,830,577 (1,183,250) 4,647,327

31-12-2011

AccumulatedTotal Total Net Percentage Participation impairment Net value

Company Head office assets revenue Equity result effectively held amount losses of the asset

Vasp Queluz 28,486,442 205,296,047 9,579,989 311,619 33,33 3,193,180 - 3,193,180Lusa (a) Lisbon 14,725,302 19,508,221 4,547,598 664,713 22,35 1,016,389 - 1,016,389Castillo de Elsinor Lisbon 4,654,744 8,950,792 1,933,754 32,866 20.00 386,751 - 386,751Visapress Lisbon n.a. n.a. n.a. n.a. 21.43 15,000 - 15,000

4,611,320 - 4,611,320Castillo de Elsinor - goodwill 1,168,580 (593,034) 575,546

5,779,900 (593,034) 5,186,866

31-12-2010

Gains on Losses on Gains on Losses onassociated associated associated associated

companies companies companies companies

Company (Note 14) (Note 14) Total (Note 14) (Note 14) Total

Vasp 50,992 - 50,992 98,728 - 98,728Lusa 134,921 - 134,921 143,826 - 143,826Castillo de Elsinor (a) - (637,320) (637,320) - (584,804) (584,804)Visapress (b) - (15,000) (15,000) - - -

185,913 (652,320) (466,407) 242,554 (584,804) (342,250)

20102011


30

Investments in other companies at 31 December 2011 and 2010 are made up as follows:

21. AVAILABLE-FOR-SALE ASSETS In the year ended 31 December 2007 the Company subscribed for participating units in Fundo de Investimento Cinematográfico e Audiovisual (“FICA” or “the Fund”), founded under the terms of Ministerial Order 277/2007 of 14 March, with the objective of investing in cinematographic, audio-visual and multi-platform works, aimed at exploiting them on a broad basis so as to increase and improve supply and increase the potential value of such productions with the ultimate purpose of stimulating the development of cinematographic and audio-visual art.

FICA’s initial capital amounted to 83,000,000 Euros, fully subscribed for and to be paid on a phased basis. The capital consists of 83,000 participating units of 1,000 Euros each at the time of subscription, the founders being: the Portuguese State (represented by Instituto do Cinema e Audiovisual – ICA, I.P.), ZON Multimédia, Serviços de Telecomunicações e Multimédia, SGPS, S.A., RTP – Rádio e Televisão de Portugal, S.A., SIC and TVI – Televisão Independente, S.A.. The Fund was founded for a period of seven years as from the time it starts operating, the first five years being an investment phase and the last two a disinvestment phase. The Fund is an autonomous fund, having no responsibility, under any circumstances, for the debts of its participants or of any other entity or agent, the participants having no responsibility for any debts contracted by the Fund, other than the amount of their participating units. In 2007 SIC subscribed for participating units totalling 10,000,000 Euros, representing 12.05% of FICA, payable as follows:

Effective Effective participation Amount of the participation Amount of the

Company of the Group participation of the Group participation

NP 10.71% 18,703 10.71% 18,703ITEXAMPLE, ACE 4.41% 30,000 4.41% 15,000

48,703 33,703

2011 2010

Present valueat the

Nominal value subscription date

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

10,000,000 8,927,674


31

On 26 June 2009, SIC renounced the participation contract in FICA and so SIC derecognized the asset and liability relating to the participating units not paid for. Consequently, the amount of the asset was decreased by 8,927,674 Euros to 2,500,000 Euros, derecognizing the liability of 6,427,674 Euros, corresponding therefore the investment to the amount realized up to that date. On 31 October 2008, SIC suspended the payment of its participating units as not all the other subscribers to FICA were complying with their liabilities. Therefore, at 31 December 2011 and 2010 this caption was made up as follows:

In accordance with an impairment analysis made by the Board of Directors of the realizable value of FICA at 31 December 2011 and 2010, impairment losses of 775,710 Euros and 780,000 Euros, respectively, were recorded (Note14). In addition, in accordance with the analysis made by the Board of Directors, at 31 December 2011there was no liability to FICA as the renouncement, with just cause, of the participation contract in FICA terminated SIC’s obligation to comply with the payment schedule referred to above, while maintaining all the participation and voting rights relating to the subscription paid.

22. INVESTMENT PROPERTIES

Investment properties held by the Group at 31 December 2011 and 2010 are made up as follows:

The movements in the caption “Investment properties” in the years ended 31 December 2011 and 2010 were as follows:

The increase corresponds essentially costs incurred with the deed and registration of the land at the Property Registry Office.

In 2010 the Group requested an independent valuation of that asset, in accordance with which its market value exceeded its book value. In the year ended 31 December 2011 there were no indications of impairment of the asset.

2011 2010

Present value at the date of subscription 8,927,674 8,927,674Derecognition of the liability (6,427,674) (6,427,674)Amount paid up 2,500,000 2,500,000Impairment loss (2,500,000) (1,724,290)

- 775,710

Investment properties 2011 2010

"FNAC" land 6,229,834 6,107,685

31 December 2011:Balance at 31 December 2010 6,107,685Increases 122,149

Balance at 31 December 2011 6,229,834

31 December 2010:Balance at 31 December 2009 6,219,369Write-offs (46,938)Utilization (Note 32) (64,746)Balance at 31 December 2010 6,107,685


32

23. PROGRAM BROADCASTING RIGHTS AND INVENTORIES

Program broadcasting rights at 31 December 2011 and 2010 are made up as follows:

(a) Given that in 2011 and 2010 the contractual period for using the rights for which the Company had recorded these adjustments in prior years expired, the contents were written-off using the corresponding adjustment.

The caption “Advances on account of purchases” at 31 December 2011 includes payments made by SIC to program suppliers under contracts signed with these entities, relating to the broadcasting rights of programs, which at that date were not available for broadcasting, corresponding essentially to series and sports rights. Inventories at 31 December 2011 and 2010 were made up as follows:

At 31 December 2011 and 2010 the Group did not have any inventories pledged in guarantee of liabilities.

Non Non

current Current current Current

Broadcasting rights

Gross:

Broadcasting rights 18,296,474 15,460,904 19,801,805 16,609,012

Work in progress - 309,517 - 437,007

Advances on account of purchases 557,128 9,715,111 557,128 7,566,769

18,853,602 25,485,532 20,358,933 24,612,788

Impairment of net realisable value:

Accumulated decreases to net realisable value (begining balance) (1,285,371) (1,131,648) (12,424,231) -

Utilization of accumulated decreases (Note 32) (a) - 1,131,648 10,007,212 -

Reclassification of accumulated decreases in realizable value 728,243 (728,243) 1,131,648 (1,131,648)

Accumulated decreases in realizable value (ending balance) (557,128) (728,243) (1,285,371) (1,131,648)

Net realizable value of transmission rights 18,296,474 24,757,289 19,073,562 23,481,140

20102011

2011 2010

Inventories:

Raw, subsidiary and consumable material 2,498,885 2,332,568

Goods 126,249 295,038

Work in progress 645,196 151,763

Net realizable value of inventories 3,270,330 2,779,369


33

24. TRADE AND OTHER RECEIVABLES

At 31 December 2011 and 2010, this caption was made up as follows:

25. STATE AND OTHER PUBLIC ENTITIES - ASSETS At 31 December 2011 and 2010 this caption was made up as follows:

Accumulated Accumulatedimpairment impairment

losses lossesGross (Note 32) Net Gross (Note 32) Net

Customers 34,254,742 (10,074,274) 24,180,468 38,056,095 (9,097,640) 28,958,455Invoices to be issued:

VAS 2,176,017 - 2,176,017 1,063,930 - 1,063,930Television transmission rights of theme channels 1,004,705 - 1,004,705 932,053 - 932,053

Television transmission rights of generalist channels 102,058 - 102,058 84,594 - 84,594Advertising 298,656 - 298,656 26,943 - 26,943Other amounts to be invoiced 533,282 - 533,282 288,629 - 288,629

Discounts receivableVolume discounts receivable 671,201 - 671,201 676,485 - 676,485

39,040,661 (10,074,274) 28,966,387 41,128,729 (9,097,640) 32,031,089

20102011

2011 2010

Corporate income tax: Payments on account 46,345 2,769,245 Withholdings 33,773 254,561 Estimated income tax (Note 15) (44,371) (1,355,348)Value Added Tax - amounts to be reported 400,774 484,931

436,521 2,153,389


34

26. OTHER NON-CURRENT AND CURRENT ASSETS

At 31 December 2011 and 2010 this caption was made up as follows:

(a) Present value of the account receivable resulting initially from the sale in 2006 of the investment in

Imprejornal - Sociedade de Impressão, S.A. to Mirandela – Artes Gráficas, S.A.. During the year ended 31 December 2008, the Group sold that account receivable to Lisgráfica. In accordance with the contract, this account is payable in monthly instalments of 25,000 Euros up to 2022. The nominal value of this receivable at 31 December 2011 and 2010 was 3,232,009 Euros and 3,532,009 Euros, respectively.

(b) Amount receivable from the sale of the SIC building in 2004, which is dependent upon receipt of the

utilization licence.

(c) Present value of the account receivable resulting from the sale of iPlay.

(d) Present value of the account receivable resulting from the sale of Dialectus.

(e) Subsidies attributed to InfoPortugal, AEIOU and GMTS not yet received.

(f) The amounts of 547,834 Euros and 303,172 Euros at 31 December 2011 and 2010, respectively, correspond to the net amount of a dollar term deposit of 7,728,572 Euros and 7,483,910 Euros and a loan contract of 7,180,738 Euros in both years with a maximum amount of 10,000,000 Euros recorded under this caption, being automatically renewable for successive six month periods. The term deposit is in guarantee of the liability resulting from the loan contract.

2011 2010

Other non-current assets:Lisgráfica – Impressão e Artes Gráficas, S.A. ("Lisgráfica") (a) 2,348,748 2,598,128Novimovest - Fundo de Investimento Imobiliário (b) 800,000 800,000Fantasy Day - Unipessoal, Lda. and Lemon - Entretenimento, Lda. (c) 128,037 48,393Isabel Monteiro (d) 103,407 225,711

3,380,192 3,672,232

Other current assets:Advances to suppliers 68,596 68,965Other debtors

Subsidies receivable (e) 724,812 888,445Deposit (f) 547,834 303,172Lisgráfica (a) 274,380 306,924Isabel Monteiro (d) 140,669 82,069Advances to employees 114,300 271,862Fantasy Day - Unipessoal, Lda. and Lemon- Entretenimento, Lda. (c) 64,266 275,604Consultants 46,585 110,486Others 466,337 389,183

Prepayments:Licences 435,638 203,233Rent 132,932 146,011Insurance 20,042 111,558Others 826,607 622,565

3,862,998 3,780,0777,243,190 7,452,309


35

27. CASH AND CASH EQUIVALENTS The caption “Cash and cash equivalents” included in the cash flow statements as of 31 December 2011 and 2010 and reconciliation thereof to the amount of cash and cash equivalents reflected in the statement of financial position as of those dates are as follows:

28. EQUITY ATTRIBUTABLE TO THE SHAREHOLDERS OF THE PARENT COMPANY Share Capital: At 31 December 2011 and 20109, Impresa’s fully subscribed and paid up share capital amounted to 84,000,000 Euros, represented by 168,000,000 shares of fifty cents each, which are held as follows:

Share premium: This caption corresponds to premiums obtained in capital increases made in previous years. In accordance with current legislation, utilisation of this reserve is subject to the same rules as the legal reserve; as such, this amount is not be available for distribution to the shareholders but may be used to absorb losses once all other reserves and retained earnings have been exhausted, or to increase capital.

Legal reserve: Portuguese law provides that at least 5% of annual profit must be appropriated to a legal

reserve until the reserve equals the minimum requirement of 20% of share capital. The reserve is not available for distribution to the shareholders except upon liquidation of the Company, but may be used to absorb losses, once all other reserves and retained earnings have been exhausted, or to increase capital. As decided at the Shareholders’ General Meeting held on 19 April 2011, net profit for the year ended 31 December 2010, determined in accordance with the non-consolidated financial statements of Impresa was appropriated as follows:

The difference between the non-consolidated and consolidated profit was transferred to retained earnings/(accumulated losses). In addition, it was decided to cover the accumulated losses in the non-consolidated accounts by transfer of 61,722,985 Euros from the caption “Share premium” and so this change was also recorded in the consolidated financial statements.

2011 2010

Cash 90,975 121,676Bank deposits 4,209,856 6,805,023

4,300,831 6,926,699Bank overdrafts (Note 30) (19,664,485) (13,944,980)

(15,363,654) (7,018,281)

Percentage Percentage Held Amount Held Amount

Impreger - Sociedade Gestora de Participações Sociais, S.A. ("Impreger") 50.31% 42,257,294 50.31% 42,257,294Ongoing Group: Investoffice - Investimentos e Consultoria Financeira, S.A. 19.22% 16,141,107 21.58% 18,127,528 CTN – Conteúdos Transnacionais, S.A. 3.50% 2,940,000 - - Ongoing Strategy Investments, S.G.P.S., S.A. 1.30% 1,090,000 1.30% 1,090,000BPI Group 3.70% 3,105,249 3.94% 3,312,173Credit Suisse Group AG - - 3.95% 3,320,559Madre - SGPS, S.A. 4.97% 4,172,181 4.14% 3,477,928Others 17.02% 14,294,169 14.78% 12,414,518

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

20102011

Legal reserve 83,642Free reserves 1,589,193

1,672,835


36

As explained in Note 32.3 the decisions to appropriate the profits and use the share premium to cover the above mentioned losses were subject to a countermanding measure and main legal action. The countermanding measure was considered to be unfounded, the petitioners having made an appeal against that decision. The main legal action has not yet been decided.

29. EQUITY ATTRIBUTABLE TO NON-CONTROLLING INTEREST The movements in this caption in the years ended 31 December 2011 and 2010 were as follows:

(a) Corresponds to the amount of non-controlling interests in Acting Out, the equity of which is negative. At 31 December 2011 and 2010, equity attributable to non-controlling interest relates to the following Group companies:

Non-controlling interest reflected on the consolidated statement of comprehensive income for the years

ended 31 December 2011 and 2010 relates to the following Group companies:

31 December 2011:Balance at 31 December 2010 (246,931)Net profit attributable to non-controlling interest 14,619Acquisition of additional participation in SIC Filmes (Note 7) 5,294Acquisition of additional participation in Publisurf (Note 7) 59Acquisition of additional participation in Olhares.com (Note 7) (38,216)Change in the consolidation perimeter (Note 7): Liquidation of Hearst Edimpresa 320,000Balance at 31 December 2011 54,825

31 December 2010:Balance at 31 December 2009 91,775Net profit attributable to non-controlling interest (117,037)Supplementary capital contributions in Dirnet 31,800Acquisition of an additional participation in InfoPortugal (Note 7) (286,828)Changes in the consolidation perimeter (Note 7):

Liquidation of SIC Indoor (22,157)Liquidation of Dirnet (260)

Impairment loss (Note 32) (a) 55,776Balance at 31 December 2010 (246,931)

2011 2010

Olhares.com 54,825 78,022Hearst - (319,600)SIC Filmes - (5,294)Publisurf - (59)

54,825 (246,931)

2011 2010

Hearst (399) (257,078)Olhares.com 15,018 29,482Publisurf - (180)Acting Out - 99,292Dirnet - 11,447

14,619 (117,037)


37

30. BORROWINGS Borrowings at 31 December 2011 and 2010 were as follows:

(a) Loan contracted by Impresa Digital from Banco BPI, SA to finance the acquisition of all the share capital

of Solo, which held an 18.35% participation in SIC, and a participation of 30.65% in SIC. At 31 December 2011, the loan bore interest payable half yearly at the Euribor six month rate plus a spread of 2.5%, the contract establishing a floor of 2.15% and a cap of 5.05% up to 2015. The loan is repayable in 38 successive half yearly instalments, beginning on 30 June 2006. The nominal value of the loan is repayable as follows:

As guarantee of full compliance with this loan, the Group signed a blank promissory note, and Impresa Digital and Solo have pledged shares representing 49% of SIC’s share capital (Note 36). Impresa Digital and Impresa have assumed several covenants with respect to this loan, relating essentially to the acquisition and sale of assets and distribution of dividends. The above mentioned cap and floor were not separated from the loan contract because, at the loan contracting date, they did not fulfil the conditions established in IAS 39 for their separation, that is, on the date of contracting the loan, the floor was below the market interest rate and the cap was above the market interest rate. In accordance with this contract Impresa must keep all the capital of Impresa Digital and at least 51% of the capital of SIC. In addition, Impreger must not reduce its participation in Impresa to below 50.01% of its capital.

(b) Loan contracted in July 2008, with Banco Espírito Santo, S.A. and Banco Espírito Santo de

Investimento, S.A., in the amount of 23,000,000 Euros, to finance the acquisition of a 50% participation in Edimpresa (company merged into Medipress). On 31 December 2011 an addendum was signed to the contract, changing, namely, the limits of additional borrowing, the limits of the parameters of the ratios to be complied with and other specific obligations, as well as the loan repayment plan. Therefore, at 31 December 2011 the loan bore interest at the three month Euribor rate plus a spread of 3.375% and is repayable in 26 successive quarterly instalments, beginning on 31 March 2009. The loan is repayable as follows:

Company Lending entities Non-current Current Non-current Current Non-current Current Non-current Current

Impresa Digital Banco BPI, S.A. (a) 117,326,277 4,730,898 117,901,640 4,754,098 122,035,467 4,730,056 122,655,738 4,754,098Medipress Banco Espírito Santo and Banco

Espírito Santo de Investimento, S.A. (b) 16,038,035 662,547 16,400,000 677,500 15,804,668 3,838,277 16,100,000 3,910,000Impresa Caixa Geral de Depósitos, S.A. (c) 5,000,000 5,000,000 5,000,000 5,000,000 10,000,000 5,000,000 10,000,000 5,000,000Impresa Caixa Geral de Depósitos, S.A. (d) 5,901,719 - 6,000,000 - 5,889,667 - 6,000,000 -SIC Banco Espírito Santo de Investimento, S.A. (e) - 14,933,514 - 15,000,000 - 14,901,455 - 15,000,000Impresa Publishing Banco Comercial Português, S.A. (f) 4,957,658 - 5,000,000 - 4,929,426 - 5,000,000 -

Guaranteed current accounts (g) - 23,060,000 - 23,060,000 - 19,150,000 - 19,150,000Bank overdrafts (h) (Note 27) - 19,664,485 - 19,664,485 - 13,944,980 - 13,944,980

149,223,689 68,051,444 150,301,640 68,156,083 158,659,228 61,564,768 159,755,738 61,759,078



2012 4,754,098

2013 9,508,1982014 9,508,1982015 9,508,1982016 9,508,1982017 and following years 79,868,848

117,901,640122,655,738


38

In guarantee of full compliance with the loan, the quotas of Medipress were pledged in guarantee to the financial entities (Note 36). The loan has some covenants relating to the contracting additional debt and the acquisition or sale of assets, with impact on the spread, which can vary from 2.375% to 3.375%.

(c) In 2009 the Group restructured its debt, through an addendum to the previous contract with Caixa Geral

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

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

2.25%. In guarantee of full compliance of the loan, at 31 December 2011 Impresa pledged shares representing

51% of the capital of SIC (Note 36), being required to maintain a minimum participation in of 51% in SIC. In addition, the loan has certain covenants to be complied with and restrictions relating to the contracting of additional debt and the distribution of dividends.

On 9 March 2012 the Group obtained approval from Caixa Geral de Depósitos to a new repayment plan

with a change in spread to 3.25% (Note 41).

(d) Issuance of commercial paper by Impresa under a commercial paper program for a period of five years ending on 18 December 2014 for the maximum amount of 6,000,000 Euros. At 31 December 2011 the commercial paper issuance bore interest at the rate of 4.92%. Impresa is obliged to maintain a minimum participation of 51% in SIC.

(e) Issuance of commercial paper by SIC, under a commercial paper program for a period of six years,

initially subscribed for on 24 October 2005 and ending on 24 October 2011, for 15,000,000 Euros. In 2011 SIC extended the repayment to 23 March 2012. At 31 December 2011 this commercial paper issuance bore interest at the rate of 3.13%. On February 2012, the Company agreed with Bes the replacement of this commercial paper program by a new loan of 20,000,000 Euros, with medium and long term maturity, with a 5.00% spread and guarantee over the credit rights emerging from the contract for distribution of programs Sic them channels/PT.

(f) Bonds of 5,000,000 Euros issued by Impresa Publishing on 17 June 2005 and taken up by Banco Comercial Português, SA. The loan bears interest payable half yearly at the Euribor six month rate plus a spread of 0.875% and is repayable on 21 June 2013. Impresa must maintain a participation in excess of 50% in Impresa Publishing.

(g) Guaranteed current accounts obtained by the group companies which bear interest at normal market rates for similar operations.

(h) The bank overdrafts bear interest at market rates for similar transactions (Note 27).

2012 677,500

2013 2,000,0002014 2,800,0002015 3,200,0002016 8,400,000

16,400,00017,077,500

2012 5,000,000

2013 5,000,00010,000,000


39

At 31 December 2011 and 2010 the Group had approved unused credit limits of approximately 28,885,369 Euros and 34,633,868 Euros, respectively.

At 31 December 2011 and 2010, the effective interest rates on the loans were as follows:

Information on the Group’s exposure to interest rate risk on its loans is shown in Note 40. The above loans have certain requirements regarding maintenance of the main participations in subsidiaries, which are being complied with and as regards the remaining covenants there are no situations of non-compliance as, for all the situations necessary, waivers were obtained from all the financing entities prior to 31 December 2011.

31. FINANCE LEASES

At 31 December 2011 Office Share, Impresa Publishing, Medipres, Impresa Digital and the subsidiaries of the television segment had liabilities under finance lease contracts of 8,970,704 Euros, 651,915 Euros, 76,734 Euros, 18,511 Euros and 8,911,428 Euros, respectively, payable as follows:

The liabilities under the lease contracts relate essentially to the head office building of Office Share and technical support equipment for the digitalisation project of the television segment operating systems. The lease contracts do not include contingent instalments and include purchase options at below the market value of the assets.

Company Lending entities 2011 2010

Impresa Digital Banco BPI, S.A. 4.65% 4.15%Medipress Banco Espírito Santo and Banco

Espírito Santo de Investimento, S.A. 4.26% 3.69%Impresa Caixa Geral de Depósitos, S.A. 3.80% 3.48%Impresa Caixa Geral de Depósitos, S.A. 3.75% 2.95%SIC Banco Espírito Santo de Investimento, S.A. 1.68% 1.30%Impresa Publishing Banco Comercial Português, S.A. 2.52% 2.01%Medipress Banco Espírito Santo and Banco

Espírito Santo de Investimento, S.A. - 3.69%Office Share Banco Comercial Português, S.A. - 2.26%Impresa Publishing Banco Comercial Português, S.A. - 2.63%Group Guaranteed current accounts 5.41% 3.28%

Principal Interest Total

2012 4,294,686 558,814 4,853,500

2013 3,526,547 423,093 3,949,6402014 2,816,280 297,846 3,114,1262015 2,183,961 185,805 2,369,7662016 1,094,490 121,094 1,215,5842017 to 2018 4,713,328 110,577 4,823,905

14,334,606 1,138,415 15,473,02118,629,292 1,697,229 20,326,521


40

At 31 December 2010 Office Share, Sojornal, Medipress, Impresa Digital and the subsidiaries of the television segment had liabilities under finance lease contracts of 9,792,197 Euros, 122,285 Euros, 141,824 Euros, 28,169 Euros and 7,398,682 Euros, respectively, payable as follows:

32. IMPAIRMENT LOSSES, LEGAL AND TAX PROCESSES AND PROVISIONS

32.1 Impairment losses The following changes occurred in the accumulated impairment losses captions in the years ended 31 December 2011 and 2010:

31 December 2011:

31 December 2010:

Impairment losses are deducted from the amounts of the assets.

32.2 Provisions

The provision for risks and charges at 31 December 2011 and 2010 relates essentially to legal actions in progress and is made up as follows:

Principal Interest Total

2011 3,239,744 358,728 3,598,472

2012 3,208,007 281,863 3,489,8702013 2,505,319 207,622 2,712,9412014 1,788,427 146,765 1,935,1922015 1,167,852 101,043 1,268,8952016 to 2018 5,573,808 162,512 5,736,320

14,243,413 899,805 15,143,21817,483,157 1,258,533 18,741,690

ImpairmentImpairment Impairment losses onlosses on losses on broadcasting rights

investments receivables and inventories(Note 20) (Notes 10 and 24) (Note 23)

Balances at 31 December 2010 593,034 9,097,640 2,417,019Increases (Note 10) 590,216 1,598,722 -Utilization - (258,396) (1,131,648)Reversal/adjustment (Note 10) - (363,692) -

Balances at 31 December 2011 1,183,250 10,074,274 1,285,371

Impairment ImpairmentImpairment losses on Impairment losses onlosses on investment losses on broadcasting rights

investments properties receivables and inventories(Note 20) (Note 22) (Notes 10 and 24) (Note 23)

Balances at 31 December 2009 - 64,746 8,486,802 12,424,231Changes in the consolidation perimeter - - (4,242) -Increases (Note 10) 593,034 - 923,190 -Utilization - (64,746) (164,298) (10,007,212)Decreases/adjustments (Note 10) - - (143,812) -

Balances at 31 December 2010 593,034 - 9,097,640 2,417,019


41

The increase in the amount claimed under legal actions relating to advertising results from several countermanding actions by the Social Communication Regulating Entity (Entidade Reguladora para a Comunicação Social - “ERC”) for violation of the Publicity Code. The decrease in 2011 in the amount claimed regarding tax processes in progress results from termination of the corporate income tax processes of Medipress for the year 2003, which did not result in any payment, and the conclusion of a corporate income tax process in which approximately 1,002,000 Euros was paid and so the provision of the same amount recorded in previous years was used. The Group is subject to several lawsuits for abuse of freedom of the press, for which it has recorded provisions based on the opinion of its lawyers and historical experience in this type of litigation. The decrease in the amount claimed in these processes results from the decrease in the amount of indemnities claimed and extinction of several processes without payment of significant amounts. The Board of Directors and the Group’s lawyers believe, based on an assessment of the risks of the litigation in process, that the outcome of the litigation will not result in significant liabilities not covered by provisions reflected in the consolidated financial statements as of 31 December 2011, which correspond to the best estimate of the outflow resulting from these lawsuits as of that date, no asset having been recognised relating to any class of provision. The changes in provisions in the years ended 31 December 2011 and 2010 were as follows: 31 December 2011:

Amount Amount Amount AmountNature claimed provided claimed provided

Labour indemnities 2,394,243 1,284,434 2,976,125 1,328,178Penalties arising from advertising 4,094,773 547,599 1,915,586 342,879Tax 1,067,174 381,439 2,694,212 1,383,780Abuse of freedom of the press 2,399,350 263,391 3,523,896 410,258Others 2,289,422 2,079,544 1,764,566 1,328,403

12,244,962 4,556,407 12,874,385 4,793,498

20102011

Provisions forrisks andcharges

Balances at 31 December 2010 4,793,498Increases 1,567,017Utilization (1,006,071)Decreases/adjustments (Note 10) (798,037)

Balances at 31 December 2011 4,556,407


42

31 December 2010:

Utilization of provisions in the years ended 31 December 2011 and 2010 corresponds to direct utilization of the balance to cover the liabilities resulting essentially from the Group’s legal and non-legal litigation. In addition, adjustments correspond to the reversal of provisions covering risks and contingencies for which they were provided but that did not materialize. The caption “Provisions and impairment losses” included in the statement of comprehensive income for the years ended 31 December 2011 and 2010 is made up as follows: 31 December 2011:

31 December 2010:

32.3 Lawsuits in progress

In addition to the matter referred to in Note 32.2, at 31 December 2011 there were several lawsuits in progress brought against the Group by third parties, the amounts of which and final outcome at the time of preparing the financial statements were still unknown, from which the following should be highlighted: a) In prior years GDA – Cooperativa de Gestão dos Direitos dos Artistas, CRL (“GDA”) brought a

legal action against SIC, in the Judicial Court of Oeiras, under which GDA claims payment of annual remuneration due to artists, interpreters or performers at the rate of 1.5% of the annual amount of advertising income, effective as from September 2004, as well as late payment interest (the amounts included in Note 32.2 do not include this process). SIC contested this action, a favourable decision having been issued, considering the initial petition to be unfounded due to the lack of cause of the demand and, consequently, annulled the whole process. This resulted in GDA bringing about an action in the High Court of Justice of Lisbon, which gave reason to it, the Company waiting for a first instance judgement session to be set.

b) Countermanding action and related main contestation action regarding corporate decisions

A countermanding action and related main contestation action regarding corporate decisions was brought against the Company in the 2nd Court of the Commercial Court of Lisbon, with the following identifications, parties and states:

Provisions forrisks andcharges

Balances at 31 December 2009 5,885,815Changes in the consolidation perimeter (2,224)Increases 1,357,630Utilization (1,202,441)Decreases/adjustments (Note 10) (1,245,282)

Balances at 31 December 2010 4,793,498

Increase in the provision for other risks and charges 1,567,017Impairment loss of goodwill (Note 17) 33,316,613

34,883,630

Increase in the provision for other risks and charges 1,357,630Impairment loss of non-controlling interests (Note 29) 55,776

1,413,406


43

b.1) Countermanding action: Petitioners: Ongoing Strategy Investments, SGPS, S.A., Investoffice Strategy Investments, SGPS, S.A and CTN – Conteúdos Transnacionais, S.A. Defendant: Impresa On 29 April 2011, the petitioners brought a countermanding action to suspend the following corporate decisions: i) Approval of the Directors’ Report, Statement of Financial Position and consolidated and non-

consolidated Accounts and Statutory Auditors’ Report for the year 2010; ii) Approval of the proposal to use the share premium to cover accumulated losses; iii) Approval of the proposal to appropriate the results (relating to points 1 to 3 of the Order of

Business); iv) Election of the corporate boards for the four year period 2011/2014 (point 6 of the Order of

Business). On 23 May 2011 Impresa filed an opposition process to the countermanding action. On 21 December 2011 the sentence was issued, the countermanding order being considered completely without merit. The petitioners contested the decision of the court and currently awaits for the contestation to be submitted and admitted to the court of Appeal.

b.2) Main action: Petitioners: Ongoing Strategy Investments, SGPS, S.A., Investoffice Strategy Investments, SGPS, S.A and CTN – Conteúdos Transnacionais, S.A., Defendent: Impresa On 19 May 2011 an Annulment Declaration and Annulment of Corporate Decisions Declarative Action was brought against the Company, under which the petitioners intend to annul the corporate decision to which the above countermanding action refers (and also the decision that approved the vote of thanks to the company’s administration and supervision). Impresa was cited on 12 July 2011 and so presented its contestation pointing out the groundlessness of the petition. The Company is awaiting the scheduling of the preliminary hearing or pronouncement of the correcting communication. Considering the nature of the process in question, the Company’s lawyers believe that the negative impact for Impresa of the suspension or annulment of the decisions in question is not quantifiable and so no provision has been recorded for the processes.

c) Indemnity action

Petitioners: Ongoing Strategy Investments, SGPS, S.A. and Others Defendant: Sojornal and Nicolau Fernando Ramos Santos Amount of the action: 70,130,000 Euros (not included in the amounts claimed referred to in Note 32.2) On 16 May 2011 the defendants were notified of a condemning declarative action, under which the Petitioners petition that the Defendants be required to pay an indemnity of 70,130,000 Euros. As the reason for the petition the Petitioners allege, in summary, that due to the articles written by Nicolau Santos and published in the Expresso, Ongoing and its management suffered the following losses: (i) non-realization of the of the acquisition of a participation in the Media Capital Group; (ii) costs of the preparation for the business; and (iii) damage resulting from offense to the good name and reputation of the Petitioners. On 28 June 2011 the Defendants presented their contestation, claiming the total groundlessness of the petitions. Was schedule the day of 24 May 2012 to carry out the preliminary hearing. Although the total amount of the indemnity is very high, the major part of request corresponds to the alleged damage caused by non-realization of the purchase of Media Capital, the Company’s lawyers believing that it is not probable that the petition is found to be valid. As regards the rest of the indemnity, the Company’s lawyers believe that it is not possible at this time, considering the preliminary phase of the process, to make an analysis of the risk and so no provision has been made for it.


44

d) Legal inquiry into Impresa

Petitioners: Ongoing Strategy Investments, SGPS, S.A. and Investoffice – Investimentos e Consultoria Financeira, S.A.

Defendants: Impresa, Francisco José Pereira Pinto Balsemão, Pedro Lopo de Carvalho Norton de

Matos and Francisco Maria Supico Pinto Balsemão. In May 2011 the petitioners petitioned a special process of inquiry into Impresa, having required

that a legal inquiry be made of it, namely of its books, documents, accounts, papers and computer records, so as to analyse the valuations of the impairment of goodwill made in the years ended 31 December 2009 and 2010. The petitioners indicated the name of an expert to carry out the analysis of the documents. In addition, the petitioners require the destitution of the defendants, suggesting the naming of an administrator.

At 27 December 2011 the defendants opposed the inquiry, arguing the non-existence of any

worthy reasons for the inquiry to be ordered by the Court. The Company awaits the Court’s decision will on the existence or otherwise of reasons to proceed

with the inquiry. Considering the nature of the process in question, the matters that could affect Impresa, if the

request for the inquiry is found to be valid, are very significant, but are not quantifiable at this point. 32.4 Tax processes in progress In previous years the Group was notified of additional tax assessments, most of which were not

recorded or paid as they are considered to have no merit:

- In previous years, SIC was notified by the tax authorities to pay approximately 841,000 Euros (including compensatory interest), as a result of corporate income tax inspections of certain transactions realised in the years 1997, 1998, 1999, 2000 and 2004. The Company, based on the opinion of its legal advisors, appealed against these notifications, as it believes that they are unfounded and has recorded a provision of approximately 155,000 Euros for them, corresponding to the probable liability to be incurred by SIC. The Company has also provided bank guarantees for them (Note 36).

- As a result of a tax inspection carried out of Impresa Digital and its related tax procedures, in 2011

Impresa was notified of additional corporate income tax assessments for the years 2008 and 2009, under which the Tax Administration did not accept the tax deductibility of interest on part of the loan from BPI to finance the acquisition of non-remunerated shareholders’ loans of BPI (prior shareholder) to Solo. The reasons alleged by the Tax Administration for this non-acceptance is that the normal and current activities of Impresa Digital do not include the granting of loans to subsidiaries (it is not a holding company) and such charges are not related to loans obtained for its direct operations. The corrections to taxable income amount to 3,415,295 Euros for 2008 and 2,105,621 Euros for 2009. The period for contesting the additional assessments is running.

The Board of Directors believes, based on the opinion of its lawyers, that the prospects of success of the claims and/or contestation of the actions that it will make are reasonable and so no provision has been made for that tax contingency.

33. TRADE AND OTHER PAYABLES

This caption was made up as follows at 31 December 2011 and 2010:


45

34. STATE AND OTHER PUBLIC ENTITIES – LIABILITY

These captions were made up as follows at 31 December 2011 and 2010:

35. OTHER NON-CURRENT AND CURRENT LIABILITIES

These captions were made up as follows at 31 December 2011 and 2010:

2011 2010

Payables 37,980,887 35,132,223Suppliers of fixed assets 378,083 663,922

38,358,970 35,796,145

2011 2010

Value Added Tax 3,282,975 3,469,442Social security contributions 2,110,678 2,149,288Personal income tax - withholdings 1,764,861 1,859,012Instituto Português de Arte Cinematográfica e Audiovisual/Cinemateca Portuguesa 1,181,174 1,371,172Corporate income tax: Estimated tax (Note 15) 2,029,037 25,999 Payments on account (1,183,126) (14,169) Withholdings (213,447) (14)Stamp tax 279,228 245,595

9,251,380 9,106,325

2011 2010

Other current liabilities:Advances from clients (a) 4,138,854 3,482,385Accrued costs:

Personnel vacation and vacation subsidy 7,918,640 8,325,031Cost of program production (c) 2,341,225 2,861,797Commercial agreements 930,499 1,213,503Marketing and publicity 774,541 1,272,936Interest 403,157 137,243Municipal property tax 394,732 391,657Communication 379,016 441,642Royalties 241,696 383,053Consultants 229,357 169,723Indemnities 121,743 -Co-operation 109,590 143,589Bonuses and overtime 107,741 400,109Production of magazines, newspapers and other products 99,772 287,737Authors' rights - 600,825Other accruals 1,943,497 2,302,376

Deferred income:Advances billing 4,149,460 2,061,552Subscription to newspapers and magazines 1,917,962 2,512,233Operating and investment subsidies 471,176 984,740Other deferred income 2,189,840 2,386,379

Other liabilities:ZON Conteúdos (c) - 6,458,970Other creditors 1,026,297 1,340,197

29,888,795 38,157,677


46

(a) At 31 December 2011 and 2010 this caption included 3,941,546 Euros and 3,321,935 Euros,

respectively, relating to commercial discount allowed on transactions realized in the years.

(b) This caption corresponds essentially to costs incurred by the departments of programs and information of SIC, relating to programs already broadcasted, awaiting the receipt of the invoices.

(c) In 2010, corresponds to the amount payable for the acquisition in 2009 of 40% of SIC Notícias, paid in 2011.

36. CONTINGENT LIABILITIES The guarantees given to third parties by Impresa, SIC, Medipress and the remaining Group companies at 31 December 2011 were as follows: At 31 December 2011 Impresa Digital and Solo had pledged shares representing 49% of SIC’s capital in guarantee of a loan from Banco BPI, S.A. to finance the acquisition of that participation (Note 30.a)) At 31 December 2011, Impresa had shares representing 51% of SIC’s capital pledged in guarantee of a loan from Caixa Geral de Depósitos, SA (Note 30.c). At 31 December 2011 the quotas of Medipress were pledged in guarantee of loans from Banco Espírito Santo, S.A. and Banco Espírito Santo de Investimento, S.A. (Note 30.b). At 31 December 2011 and 2010 the companies of the television segment had requested the issuance of the following guarantees in favour of third parties:

The guarantees given to the Tax Department of Algés are in connection with tax litigation awaiting judgement of the appeals submitted by SIC (Note 32).

The guarantee given to De Lage Cisco results from reformulation of the communications architecture

currently in progress (VOIP) and the acquisition of a high definition digital production system (SONAPS). The guarantee given to Union des Associations Europeenes de Football is to cover compliance with the

“Euro 2012” contract. The guarantee given to ERC results from requirements of current legislation for the licensing of new

channels and for broadcasting television contests. The guarantee given to Novimovest is to cover obligations resulting from the lease contract of the SIC head

office with that entity, especially payment of the rent. The guarantees given to the Civil Government of Lisbon are to guarantee fulfilment of the publicity contests

“Eu vou com a SIC ao Rio”, “Cartão de Sonho 3rd edition”, “Jogo Glória – 2nd edition”, “Especial Setembro”, “Aniversário 2011”, “"Especial Outubro", "Especial Novembro", "Estrelinha SIC", "Especial Dezembro" and "Especial Fim de Ano".

2011 2010

Tax department of Algés 2,879,640 2,879,640

De Lage Cisco 2,302,023 899,074

Union des Associations Europeenes de Football 2,300,000 1,187,500

ERC 1,995,192 1,995,192

Novimovest 1,320,600 1,320,600

Civil Government of Lisbon 971,430 1,939,721

Genaral Secretariat of the Ministry Internal Adminstration 83,985 -

Imopólis 44,701 44,701

Municipal Council of Oeiras 35,745 35,745

11,933,316 10,302,173


47

The guarantee given to Imopólis is in guarantee of the payment of rent of the SIC studios. The guarantee given to the Municipal Council of Oeiras results from a process to purchase a plot of land

adjacent to the installations of SIC’s headquarters.

At 31 December 2011 and 2010 Medipress had requested the issuance of the following bank guarantees in favour of third parties:

The guarantees given to the Civil Government of Lisbon result from legal requirements of current legislation

regarding contests in publications. The guarantee given to the Tax Department is to cover additional tax assessments. The guarantee given to De Lage Cisco results from reformulation of the communications architecture

(VOIP). At 31 December 2011 and 2010 the companies of the “Others” segment had requested the issuance of the

following bank guarantees in favour of third parties:

The guarantee given to LG Electronics is to cover exact and punctual compliance with the obligations

resulting from the supply of products and/or rendering of services by that entity. The guarantees to IAPMEI relate to subsidies received from that entity regarding the Intellitouring and

SINTTRA projects that are being carried out by InfoPortugal. The guarantees given to Instituto Geográfico Português, Polis Litoral Ria de Aveiro, Municipality of Almada

and Municipality of Lisbon are to guarantee compliance with the service contracts to them by InfoPortugal. The guarantee given to De Lage Cisco results from reformulation of the communications architecture

(VOIP). At 31 December 2011 and 2010 the remaining Group companies, namely Impresa Publishing and Gesco,

had bank guarantees given relating to their operations and tax assessments of Impresa Publishing awaiting response to the appeals presented, in the amounts of approximately 267,700 Euros and 367,000 Euros, respectively and a guarantee of 28,404 Euros in favour of IAPMEI relating to a subsidy received from that entity.

2011 2010

Civil Government of Lisbon 149,023 128,558Tax department 95,602 95,602De Lage Cisco 65,090 97,635Civil courts of Lisbon (7th, 8th and 9th) 22,500 -Tax department of Oeiras - 932,400

332,215 1,254,195

2011 2010

LG Electronics 300,000 300,000Instituto de Apoio às Pequenas e Médias Empresas e à Inovação ("IAPMEI") 227,666 227,666Instituto Geográfico Português 102,275 102,275Polis Litoral Ria de Aveiro 23,749 14,250De Lage Cisco 12,073 14,487Municipality of Lisbon 5,000 -Municipality of Almada 3,147 2,493

673,910 661,171


48

37. COMMITMENTS ASSUMED

37.1 Pensions

Certain Group companies (Impresa, Impresa Publishing and Medipress) have assumed commitments to pay their employees and remunerated members of the Board of Directors hired before 5 July 1993, pension supplements for retirement due to age and incapacity. The benefits are calculated based on a percentage that increases with the number of years of service applied to the salary scale or a fixed percentage applied to the base salary defined as being the amounts in 2002. In 1987 the Group created an autonomous pension fund to which it transferred its liability for the payment of the above pensions. In accordance with an actuarial study made by the entity managing the fund, the present value of the past service liability of the above mentioned companies for current and retired employees as of 31 December 2011 was estimated at 3,445,380 Euros, the amount of the fund at that date being 5,332,543 Euros.

The market value of the pension fund’s assets at 31 December 2011 and 2010 exceeded Impresa’s estimated liability. In accordance with IAS 19, paragraph 58, considering that it is not possible to reliably determine if that excess can be returned to the Company, or result in a decrease in future contributions to the plan, the Company did not record the corresponding asset. The actuarial study was made using the method known as “Projected Unit Credit” to calculate the pensions for retirement due to disability and age, and the following main assumptions and actuarial and technical bases:

The estimated annual rate of return on the pension fund assets was determined by the company managing the fund, by applying to the benchmark structure of the Fund’s assets, the expected medium and short term annual rates of return to each class of assets. These result from an estimating model of an international consultancy firm, in which the inputs are not only the historical rates of return for each class of assets but also the perspectives of an international panel of financial analysts. The changes in the past service liability of current and retired employees and in the assets of the plan in the years ended from 31 December 2007 to 2011 were as follows:

2011 2010 2009 2008 2007

Annual rate of return on pension fund assets 3.58% 5.0% 5.0% 4.6% 4.6%

Salary growth rate 0% 0% 0% 0% 0%

Pension growth rate 0% 0% 0% 0% 0%

National minimum salary growth rate 2.00% 2.00% 2.00% 2.00% 4.50%

Technical actuarial rate 5% 4.25% 5.25% 5.25% 5.25%Salary growth rate for purposes of calculation

of the Social Security pension 2% 2% 2% 2% 2%Actuarial tables:

Mortality TV 88/90 TV 88/90 TV 88/90 TV 88/90 TV 88/90

Disability EVK 80 EVK 80 EVK 80 EVK 80 EVK 80


49

The fund’s assets at 31 December 2011 and 2010 were as follows:

The pension fund does not have any securities of the Impresa Group or any assets used by it.

2011 2010 2009 2008 2007

Present value of the liability for defined benefits at the beginning of the period 3,762,271 3,435,764 5,185,997 5,392,058 6,265,891Benefits paid (60,500) (61,638) (69,868) (239,906) (239,466)Current service cost 36,320 31,621 31,237 34,050 74,292Interest cost 158,611 178,760 270,431 276,786 307,308Actuarial (gains)/losses (451,322) 177,764 (1,982,033) (276,991) (1,015,967)

Present value of the liability for defined benefits at the end of the period 3,445,380 3,762,271 3,435,764 5,185,997 5,392,058

2011 2010 2009 2008 2007

Plan assets at the beginning of the year 5,394,745 5,516,094 6,030,641 6,504,447 6,507,567Benefits paid (60,500) (61,638) (69,868) (239,906) (239,466)Return to the associates relating to the financial excess - - (800,000) - -Actual return on the plan assets (1,702) (59,711) 355,321 (233,900) 236,346Plan assets at the end of the year 5,332,543 5,394,745 5,516,094 6,030,641 6,504,447

Superavit 1,887,163 1,632,474 2,080,330 844,644 1,112,389

Amount % Amount %

Bonds 1,757,481 33% 2,044,232 38%Public debt securities 1,171,079 22% 1,387,137 26%Participating units in

real estate investment funds 1,678,496 31% 1,499,355 28%Money market 440,011 8% 111,952 2%Shares 289,223 5% 355,441 7%Cash, receivables (payables) and other short term

assets (liabilities) (3,747) 0% (3,372) 0%5,332,543 100% 5,394,745 100%

2011 2010


50

37.2 Commitments to acquire programs

At 31 December 2011 and 2010, the Group had contracts and agreements with third parties to acquire films, series and other programs amounting to 8,695,253 Euros and 13,920,444 Euros, respectively, not included in the statement of financial position, in accordance with the valuation criteria used (Note 2.10)), as follows:

37.3. Commitments to acquire fixed assets

At 31 December 2011 and 2010, the commitments assumed for the acquisition of fixed assets amounted to approximately 788,000 Euros and 3,164,000 Euros, respectively.

37.4.Operating leases

In 2004, SIC sold its head office building to an investment fund for 12,300,000 Euros and signed a

lease contract to rent the building for a period of 15 years at an annual rent of 816,500 Euros in the first year of the contract and 873,000 Euros as from the second year, subject to annual adjustment based on inflation.

In 2009 GMTS signed a contract to lease a property in which the SIC studios are located for a period

of five years, paying an annual rent of approximately 236,000 Euros, subject to annual adjustment in accordance with the applicable Ministerial Order.

In addition, the Group uses other assets under operating lease.

Nature 2012 2013

2014and

following years

Without defined date Total 2011 2012

2013and

following years

Without defined date Total

Entertainment 1,465,274 - - - 1,465,274 681,094 - - - 681,094Films 1,099,171 30,000 - 15,000 1,144,171 1,557,557 75,960 - 23,500 1,657,017Format 176,184 - - - 176,184 879,429 - - - 879,429Soap-operas 3,358,344 - - - 3,358,344 4,620,729 - - - 4,620,729Children 301,373 - - - 301,373 502,770 - - - 502,770Documentaries 166,624 83,600 - 18,111 268,335 143,904 - - - 143,90460 Series 254,815 - - - 254,815 156,029 - - - 156,029Mini series 25,847 - - 24,000 49,847 3,472 - - 24,000 27,472Sport 1,676,910 - - - 1,676,910 1,952,000 3,300,000 - - 5,252,000

8,524,542 113,600 - 57,111 8,695,253 10,496,984 3,375,960 - 47,500 13,920,444

Nature 2012 2013

2014and

following years

Without defined date Total 2011 2012

2013and

following years

Without defined date Total

Entertainment 573,884 185,201 706,189 - 1,465,274 285,778 86,101 309,215 - 681,094Films 10,839 162,185 956,147 15,000 1,144,171 48,740 100,920 1,483,857 23,500 1,657,017Format - 174,184 2,000 - 176,184 798,699 25,000 55,730 - 879,429Soap-operas 3,187,313 171,031 - - 3,358,344 4,616,179 4,550 - - 4,620,729Children 2,956 177,709 120,708 - 301,373 19,348 135,968 347,454 - 502,770Documentaries 89,904 76,720 83,600 18,111 268,335 118,904 - 25,000 - 143,90460 Series 1,096 127,611 126,108 - 254,815 9,460 19,934 126,635 - 156,029Mini series 2,083 - 23,764 24,000 49,847 - 3,472 - 24,000 27,472Sport 1,676,910 - - - 1,676,910 1,152,000 4,100,000 - - 5,252,000

5,544,985 1,074,641 2,018,516 57,111 8,695,253 7,049,108 4,475,945 2,347,891 47,500 13,920,444

31 December 2011Year the titles are available

31 December 2011Limit year for exhibition of the titles

31 December 2010Year the titles are available

31 December 2010Limit year for exhibition of the titles


51

The operating lease contracts do not have contingent lease payments. The payments under the operating lease contracts mature as follows:

2011 2010 - within one year 2,274,700 Euros 2,387,463 Euros - from one to five years 6,377,778 Euros 6,206,823 Euros - more than five years 3,422,188 Euros 3,858,350 Euros In the years ended 31 December 2011 and 2010 the Group recognized operating lease costs of

approximately 2,303,000 Euros and 2,352,000 Euros, respectively, in the statement of comprehensive income.

37.5. Commitments to acquire financial participations

AEIOU has assumed the commitment to purchase an additional 10% participation in Olhares.com after approval by the Shareholders’ General Meeting of its audited accounts for the year ending 31 December 2012, for an amount varying between 60,000 Euros and 100,000 Euros. This purchase option was not measured at fair value, as the underlying shares are not listed in an active market, it not being possible to reliably measure their fair value.


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38. RELATED PARTIES

The balances at 31 December 2011 and 2010 and transactions during the years then ended with related parties were as follows: 31 December 2011:

Bank Accounts Accountsdeposits receivable payable Borrowings

BPI Group 1,308,586 - - 123,094,738Vasp - 3,509,659 494,470 -Vasp Premium - Entrega personalizada de publicações, Lda. ("Vasp Premium") - 14,376 77,213 -Vasp TMK - Soluções de Trademarketing, Lda. ("Vasp TMK") - - 17,370 -

Heidrick & Struggles - Consultores de Gestão, S.A. ("Heidrick & Struggles") - - 248 -

Compta - Infra-estruturas e Segurança, S.A. ("Compta Infra-estruturas") - - 6,841 -Morais Leitão, Galvão Teles, Soares da Silva & Associados - - 89,399 -7GRAUS II - Soluções WEB, Lda. ("7Graus II") - 747 615 -SP - Televisão, Lda. - 195,570 3,016,651 -CRB&A - Costa Reis, Barran & Associados ("CRB&A") - - 25,463 -

1,308,586 3,720,352 3,728,270 123,094,738

SalesServices Financial and services Financialobtained Payroll costs rendered income

Impreger 89,784 - - - -BPI Group - - 7,224,239 312,700 18,435Board of directors - 1,236,440 - - -Vasp (Note 8) 589,929 - - 31,297,448 -Vasp Premium (Note 8) 202,845 - - 60,320 -Vasp TMK (Note 8) 61,872 - - 8,250 -Heidrick & Struggles 303 - - 2,107 -Compta - Equipamentos e Serviços de Informática, S.A. ("Compta") 9,792 - - - -Compta Infra-estruturas 25,838 - - - -Morais Leitão, Galvão Teles, Soares da Silva & Associados 409,157 - - 10,733 -7GRAUS II 7,348 - - 9,781 -SP - Televisão, Lda. 14,969,387 - - 655,600 -MOBBIT SYSTEMS - Infocomunicação, S.A ("MOBBIT") - - - 15,917 -S.T.& S.F. - Sociedade de Publicações, Lda. ("S.T.& S.F.") 550 - - 4,595 -CRB&A 74,274 - - - -

16,441,079 1,236,440 7,224,239 32,377,451 18,435

Balances

Transactions


53

31 December 2010:

The terms and conditions practiced in transactions between Impresa and related parties are substantially the same to those that would normally be contracted, accepted and practiced between independent entities in comparable operations. Some of Impresa’s shareholders are financial institutions with which commercial agreements are established in the normal course of Impresa’s operations, with similar conditions to those currently contracted with independent entities. The transactions carried out under the commercial agreements relate essentially to advertising services rendered by the Impresa Group and the granting of loans by the financial institutions. In the beginning of 2005 the Group acquired from the BPI Group and other small shareholders, 49% of SIC’s share capital and obtained a loan of 152,500,000 Euros (Note 30) to finance the acquisition. Balances and transactions between the consolidated companies were eliminated in the consolidation process and are shown in Note 8.

Considering the Group’s governance structure and the decision making process, it only considers as “key management personnel”, the Board of Directors, as the main operating decisions are made by Impresa’s Executive Committee, which is made up only of members of the Board of Directors. In the years ended 31 December 2011 and 2010 transactions with the Board of Directors corresponded essentially to remuneration paid for performing their functions in the Impresa Group. In the years ended 31 December 2011 and 2010 no pension supplements were paid to members of the Board of Directors.

Bank Accounts Accountsdeposits receivable payable Borrowings

BPI Group 703,969 312,851 - 138,840,575Vasp - 2,832,879 615,380 -Vasp Premium - 21,013 59,241 -Vasp TMK - 19,469 28,424 -Compta - - 3,331 -Morais Leitão, Galvão Teles, Soares da Silva & Associados - - 50,706 -7GRAUS II - 1,120 5,445 -SP - Televisão, Lda. - 214,200 533,589 -MOBBIT - 104,292 462 -S.T.& S.F. - 34,657 - -Económica TV - New Media, S.A. - 54,509 - -Castillo de Elsinor - - 691 -CRB&A - - 5,348 -

703,969 3,594,990 1,302,617 138,840,575

SalesServices Financial and services Financialobtained Payroll costs rendered income

Impreger 89,784 - - - -BPI Group - - 6,440,693 300,700 25,141Board of Directors - 1,351,965 - - -Vasp (Note 8) 1,004,401 - - 36,863,942 -Vasp Premium (Note 8) 151,868 - - 76,148 -Vasp TMK (Note 8) 136,798 - - 40,032 -Heidrick & Struggles - - - - -Compta 17,539 - - 4,129 -Compta Infra-estruturas 16,385 - - - -Morais Leitão, Galvão Teles, Soares da Silva & Associados 264,473 - - - -7GRAUS II 15,070 - - 926 -SP - Televisão, Lda. 11,923,831 - - 424,465 -MOBBIT 385 - - (45,424) -S.T.& S.F. - - - 526 -Económica TV - New Media, S.A. - - - 45,424 -Castillo de Elsinor 691 - - - -CRB&A 12,063 - - - -

13,621,225 1,351,965 6,440,693 37,710,868 25,141

Balances

Transactions


54

In the years ended 31 December 2011 and 2010 no long term benefits relating to termination of contracts or payments in shares were attributed to members of the Board of Directors.

39. RATES USED TO TRANSLATE FOREIGN CURRENCY BALANCES

The following rates were used to translate foreign currency assets and liabilities at 31 December 2011 and 2010 to Euros:

2011 2010 US dollar 1.2939 1.3362 British pounds 0.8353 0.8608 Swiss francs 1.2156 1.2504 40. FINANCIAL INSTRUMENTS The Group manages its capital to ensure that the subsidiary companies carry out their operations from a

going concern standpoint. In this respect, the Group periodically analyses the capital structure (own and third party) and debt maturities of the Group companies, financing them when necessary.

The financial instruments at 31 December 2011 and 2010 were as follows:

The Impresa Group is exposed essentially to the following financial risks:

a) Interest rate risk

Interest rate risk relates essentially to interest cost on several loans subject to variable interest rates. In order to reduce the Group’s exposure to variable interest rates, the BPI loan contract, signed in 2005 to finance the acquisition of 49% of the share capital of SIC, includes a floor and cap which limit the variation in the basic interest rate on the loan to 2.15% and 5.05%, respectively, up to 2015. The amount due on this loan at 31 December 2011 and 2010 was 122,057,175 Euros and 126,765,523 Euros, respectively, representing approximately 56.2% and 57.6% of bank borrowing at those dates. The remaining loans are exposed to changes in the market rates of interest (Note 30).

If market interest rates in the years ended 31 December 2011 and 2010 were 0.5% higher or lower, net

profit for these years would have decreased or increased by approximately 1,187,000 Euros and 1,256,000 Euros, respectively, without considering the corresponding tax effect.

2011 2010

Financial assets: Available-for-sale assets - 775,710Receivables 36,646,098 41,636,787

36,646,098 42,412,497

Financial liabilities:Borrowings 197,610,648 206,279,016Payables 96,128,437 100,543,304Cash and cash equivalents (Note 27) 15,363,654 7,018,281

309,102,739 313,840,601


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b) Exchange rate risk

Exchange rate risk refers to receivables and payables in currencies other than the Euro, the Group’s currency. Exchange rate risk at 31 December 2011 and 2010 relates essentially to the acquisition of television broadcasting rights from foreign producers. So as to reduce the risk to which the Company is exposed, a loan of 7,180,738 Euros was contracted, which was converted to a USD term deposit, which at 31 December 2011 and 2010 amounted to 7,728,572 Euros and 7,483,910 Euros (Note 26). In addition, during the years ended 31 December 2011 and 2010 the Group contracted exchange forwards (calculated over the amount of 10,000,000 USD 27,500,000 USD, respectively) with the objective of hedging variations in exchange rates. At 31 December 2011 and 2010 the Company did not have any forwards contracted. The foreign currency balances payable, expressed in Euros at the exchange rates in force at 31 December 2011 and 2010 were as follows:

The Group did not have significant foreign currency receivables at 31 December 2011 and 2010.

c) Credit risk

Credit risk relates essentially to accounts receivable resulting from the operations of several Group companies (Note 24). In order to reduce credit risk, the Group companies have defined policies for granting credit, with defined credit limits by client and collection terms and discount policies for payment in advance or in cash. The credit risk of each Group business is monitored regularly with the objective of: - limiting credit granted to clients considering the profile and age of the account receivable; - monitor evolution of the level of credit granted; - review the recoverability of amounts receivable on a regular basis.

Impairment losses on accounts receivable are calculated considering:

- a review of the aging of accounts receivable; - risk profile of the customer; - historical commercial and financial relationship with the customer; - existing payment agreements; - financial condition of the customers. The changes in impairment losses on accounts receivable are shown in Note 32. The Board of Directors believes that the impairment losses on accounts receivable are adequately reflected in the financial statements, there being no need to increase the adjustments to accounts receivable.

2011 2010

US dollar USD) 1,451,022 3,624,712Swiss franc (CHF) 41,441 17,967British pounds (GBP) 67,217 69,375

1,559,680 3,712,054


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Receivables at 31 December 2011 and 2010 include amounts overdue as follows, for which impairment losses were not recognized as the Board of Directors believes that they are collectible.

In addition, accounts receivable at 31 December 2011 include balances not yet due, their maturity dates being defined contractually as follows:

Accounts receivable at 31 December 2010 include balances not yet due, their maturity dates being defined contractually as follows:

d) Liquidity risk

Liquidity risk exists if the funding sources such as operating cash flows, divestment, credit lines and flows from financing operations do not meet the financing needs such as cash outflow for operating and financing activities, investment, shareholder remuneration and debt repayment operations.

In order to reduce this risk, the Group endeavours to maintain a liquid position and average debt maturities that enable it to repay debt under reasonable conditions. At 31 December 2011 and 2010 the amount of cash and credit lines approved and not used amounted to approximately 33,186,200 Euros and 41,560,567 Euros, respectively, which in the opinion of the Board of Directors, considering the main cash flow projections for 2012, will be sufficient to settle all the Company’s current liabilities. Financial indebtedness at 31 December 2011 and 2010 matures as follows:

Overdue balances 2011 2010

Up to 90 days 10,607,444 7,509,639From 90 to 180 days 1,525,100 2,597,253More than 180 days 2,189,251 2,570,792

14,321,795 12,677,684

Due date 2011

2012 456,0062013 444,4822014 322,0132015 253,5062016 246,7222017 and following years 1,317,982

3,040,711


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(a) This caption includes cash and cash equivalents (Note 27).

41. SUBSEQUENT EVENTS

In January 2012 Impresa was notified of an additional assessment of corporate income tax for the years 2008 and 2009 in the amounts of 1,706 Euros and 3 Euros due to Impresa’s consolidated tax returns for these years having sufficient losses carried forward (used in 2010) to compensate the tax adjustments referred to in Note 32. Subsequently, Impresa will protest or appeal against the additional assessments, within the terms established in current legislation. On 9 March 2012 the Group obtained approval from Caixa Geral de Depósitos of the renegotiation of the loan of 10,000,000 Euros (Note 30), with a change in spread to 3.25% and the following repayment schedule:

Financial liabilities: Up to 1 year 1 to 2 years 2 to 3 years More than 3 years Total

Remunerated:Borrowing (a) 63,750,613 21,375,313 18,101,718 109,746,658 212,974,302Finance leasing liability 4,294,686 3,526,547 2,816,280 7,991,779 18,629,292

68,045,299 24,901,860 20,917,998 117,738,437 231,603,594

Not remunerated:Trade payables 37,980,887 - - - 37,980,887Suppliers of fixed assets 378,083 - - - 378,083Other current liabilities 39,140,175 - - - 39,140,175

77,499,145 - - - 77,499,145145,544,444 24,901,860 20,917,998 117,738,437 309,102,739

Financial liabilities: Up to 1 year 1 to 2 years 2 to 3 years More than 3 years Total

Remunerated:Borrowing (a) 54,638,069 18,568,333 18,905,161 121,185,734 213,297,297Finance leasing liability 3,239,744 3,208,007 2,505,319 8,530,087 17,483,157Other liabilities 6,458,970 - - - 6,458,970

64,336,783 21,776,340 21,410,480 129,715,821 237,239,424

Not remunerated:Trade payables 35,132,223 - - - 35,132,223Suppliers of fixed assets 663,922 - - - 663,922Other current liabilities 40,805,032 - - - 40,805,032

76,601,177 - - - 76,601,177140,937,960 21,776,340 21,410,480 129,715,821 313,840,601

2010

2011

2012 1,000,000

2013 5,000,0002014 4,000,000

9,000,00010,000,000


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In February 2012, the Group agreed with BES the replacement of SIC’s commercial paper (extended to 23 March 2012), in the amount of 15,000,000 Euros (Note 30) by a new loan of 20,000,000 Euros, with a change of spread to 5.00%, guarantee over the credit rights emerging from the contract for the distribution of programs SIC theme channels / PT and the following reimbursement plan:

In January 2012, AEIOU changed its name to Impresa.com – Investimentos Multimédia, S.A..

42. OTHER INFORMATION

The total fees billed to the Group in the years ended 31 December 2011 and 2010 by the Statutory Auditor amounted to 403,460 Euros and 462,908 Euros, respectively, relating to the following services rendered: 2011 2010 - Statutory audit of the annual accounts 390,390 432,820 - Other assurance services 6,200 3,600 - Tax consultancy 6,870 26,488

43. NOTE ADDED FOR TRANSLATION

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


2012 1,520,000

2013 3,984,0002014 6,096,0002015 8,400,000

18,480,00020,000,000

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IMPRESA 2011 Social Responsibility Report

SOCIAL RESPONSIBILITY

The IMPRESA Group is fully aware of its additional social responsibility, since most of its companies operate in the media area. Therefore, the Group promotes various initiatives throughout the year, both internal and external, which express its concern with the community and reflect the values that the Group endorses and favours, such as:

Development of relations with stakeholders, local communities and society in general;

Greater investment in human resources, in its many aspects;

Conservation and defence of the environment. In this context, various actions were developed in 2011 by the main divisions of the Group, providing society with valuable contributions in different areas:

A. EXTERNAL LEVEL

1. SOCIAL SOLIDARITY

During a year of economic and financial crisis, with negative social consequences, namely regarding unemployment, the IMPRESA GROUP paid special attention to and encouraged charitable action, seeking to cover the entire country. All press publications regularly offered space for the promotion of charity initiatives, presented by reliable entities. Over 21011, SIC also maintained its broad support to other areas through dissemination in public service space. 134 campaigns were broadcast, covering a total of 15 hours. Some of these campaigns were also publicised through the thematic channels SIC Notícias, SIC Mulher, SIC Radical and SIC K which maintained its particular interest in disseminating campaigns aimed at young people and the environment.

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SIC ESPERANÇA (HOPE) After Poverty and Social Exclusion in 2010, 2011 was dedicated to the theme of "Education Towards Social Inclusion", since it was considered that it was crucial to contribute to reducing social inequalities and ensure the same opportunities to children and young people and, in this way, break the vicious cycle of poverty. Consequently, all the projects developed over the year were connected to the topic of Education, representing an investment of approximately 142,000 euros, with about 2400 direct beneficiaries. A partnership was signed with Sociedade Ponto Verde and Entrajuda, with a view to the development of the project "Recycling is Giving and Receiving - Study Rooms", aimed at promoting the creation or renovation of Study Rooms in Charity Institutions (IPSS) all over the country. Of the 272 candidatures received and a shortlist of 55 finalist IPSS, which were visited by the partners, 25 winning study rooms were selected, distributed over 17 districts/autonomous regions. This project provided 950 vulnerable children attending the first cycle with a place where they can study after school, supported by technical staff, teachers or volunteers. Crossing the European Year of Volunteering with the topic of education, SIC Esperança presented the employees of the IMPRESA Group with a challenge, this time in Outurela resettlement district, in the parish of Carnaxide, municipality of Oeiras. The project was called Bairr@ctivo and worked with children and youth living in the district, from families of low socioeconomic status, aimed at fostering success at school and creating alternatives for the occupation of the leisure time of young people, and, at the same time, involving the community. Four areas of the project were identified, for which volunteers were required: A study room, a youth club, a community radio, and a music and video clip recording studio. A group of volunteers of the Impresa Group collaborated weekly in this project. The "Come and Learn" project was yet another initiative of SIC Esperança in partnership with 1º Circuito IMPRESA BPI, Instituto Óptico and Cáritas. With the objective of fighting against the lack of academic achievement at schools arising from disorders related to the eye, in vulnerable children attending elementary education, four sessions of screening for eye disease were carried out, in the surrounding areas of the stages of 1º Circuito IMPRESA BPI, with the offer of glasses and ophthalmology and/or optometry appointments for children diagnosed with vision problems. As a whole, over 500 children from situations of economic vulnerability were assessed and referred. The sum raised through this golf tournament was also used to implement a project of awareness-raising regarding domestic violence in the elderly, which will be carried out in 2012.

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SIC Esperança launched the “Bebida Solidária” (Solidarity Drink) with Vitalis. This project sought to create grants for the acquisition of school material for children attending the 1st cycle of elementary education in confirmed situations of economic difficulty. A nation-wide network of partners was created, which identified the potential beneficiaries of this initiative. Grants were offered to 391 children from all over Mainland Portugal and the Autonomous Region of Madeira, through 26 partner institutions, representing an investment of 50,000 euros. SIC Esperança had the honour, was once, of being chosen by the organisation of the Expresso/BPI Golf Tournament as the beneficiary of part of the sums derived from the enrolments, where, in 2011, this value was given to the Senior Citizens Academy of Santa Casa da Misericórdia de Angra do Heroísmo, under the premise that education should be a continuous and ongoing process. The 2nd edition of the SIC Esperança Award - Rock in Rio Escola Solar was launched. The objective of this award is to fund projects of charity institutions which seek to improve the quality of life, in particular of socially vulnerable people, integrated in the concept of the annual theme of SIC Esperança, education. 109 valid candidatures were received, and the entire sum was attributed to the institution ACREDITAR (Association of Parents and Friends of Children with Cancer), Northern regional centre, for the "Learning More" project. Integrated in the global entrepreneurism week, the Right Hand Day was organised, together with the Human Resources Department of IMPRESA, which gave 33 young people the opportunity to experience a profession in the Group. The Christmas action, developed with the involvement of the employees of the IMPRESA Group, aimed to equip three libraries of charity institutions (IPSS) with books and material required for their good operation. The active interest of the employees was notable, with 1221 books having been raised and distributed to the following charity institutions: Comunidade Vida e Paz, Projeto Família Global and Casa do Surdo. Other Actions At the same time, SIC Esperança developed other individual actions: - The annual voluntary action of the IMPRESA Group involved 117 volunteers,

almost double the number of the previous year, and resulted in the renovation of the interior decoration of the Temporary Shelter Casa da Fonte in Oeiras.

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- SIC Esperança, as a social partner of Rock in Rio - Lisbon, collaborated in the design of the "gymkhana for a better world" and developed the Musical Grants project, together with the Ministry of Education and Associação EPIS (Entrepreneurs Towards Social Inclusion), which aims to fund the acquisition of musical skills by young people with confirmed economic difficulties, so as to stimulate school involvement in the use of music for improved academic achievement.

- In 2011, SIC Esperança maintained its association with the construction of a

house for refugee children of the CPR (Portuguese Refugee Council), through the sale of Swatch Caçula - A House for the World. The construction work is expected to be completed in 2012.

- In its capacity as an IPSS associated to the IMPRESA Group, SIC

Esperança was contacted by the magazine Visão to identify specific projects of institutions which could benefit from the revenue of the sale of the publication Visão Solidária.

- In partnership with the OMYS Group, SIC Esperança took 60 children from 4

institutions to various Benfica football matches, accompanied by the personalities of the season. This action started in 2010 and extended until the end of the 2011 season.

- During 2011, the study grants attributed to 4 young people from Lisbon and

Porto institutions were maintained, allowing them to continue their university studies and ensuring supervision of their academic achievement. The funding of these grants came from the auctioning of a Fiat 500C in 2009.

Future Activities: 2012, the Year of Active Aging and Intergenerational Solidarity, will find in SIC Esperança a stimulator of activities and projects focused on this theme. For this purpose, meetings have been held with various institutions in order to identify the main areas of potential for intervention, in particular with RUTIS and Chapitô. A partnership has also been established with Matosinhos City Hall for the development of projects in the area of intergenerational solidarity and creation of an internal joint voluntary action in the month of June 2012.

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2. ENVIRONMENT AND SUSTAINABILITY

The IMPRESA Group has long been a pioneer in publicising problems related to the environment and searching for solutions to resolve them. In 2011, this cause pursued: a) Thematic Months

During 2011, the Expresso once again devoted various months of the year to current topics, considered to be of great importance for contemporary society, hence: April – Was the month dedicated to Sustainability. In addition to the editorial coverage of the subject, the visit of the Minister of the Environment - Izabella Teixeira to Portugal was organised, together with Banco Espírito Santo, to participate in a conference-lunch on: "Global environmental challenges and the role of the private sector". The Sustainable Future programme aimed to contribute to the widespread dissemination of the different aspects of sustainable development, placing them on the agenda of the media and public during the month of April. The programme thus sought to contribute to valorising and stimulating debate on topics concerning sustainability and social responsibility. September – Was considered the Environment month at the Expresso. Thus, and in partnership with EDP, we published reports and articles on the most important environmental issues, and also promoted various initiatives linked to nature. One of which was the distribution, free of charge, of reusable bags with the motto: "Embrace the Environment. Reuse this bag". October/November (29 October, 5, 12 and 19 November) – Was dedicated to Saving. "The art of good money management" was a joint initiative of the Expresso and Caixa Geral de Depósitos, aimed at helping the Portuguese to improve their management, saving and investment of their financial resources in times of crisis. Articles on the subject were published over this period, in addition to the offer of a Manual with practical advice and useful financial information.

b) Visão Verde (Green Vision) For the 5th consecutive year, in 2011 VISÃO published the launched the VISÃO VERDE (GREEN VISION) publication, a special edition almost entirely dedicated to environmental topics.

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The central theme of this edition was agriculture, providing information on the essential aspects of food issues in the overall context of sustainability and on what is taking place around in terms of agricultural production, the new generation of farmers and the return to our roots of passion for the Earth. Unveiling the numbers, research, opinions, controversies, history and agents of change.

c) Visão Solidária (Charitable Vision) In 2011, the magazine VISÃO launched the 1st edition of Visão Solidária (Charitable Vision), a special publication, as is the case of Visão Verde, but where all the articles address issues linked to voluntary work, social entrepreneurial action and civic responsibility. In order to mark the launch of the first Visão Solidária, a conference-lunch was organised dedicated to the theme of Responsibility, Social Solidarity and Crisis. This initiative of Visão and Montepio was graced with the main keynote speakers Pedro Mota Soares, Minister of Solidarity and Social Security, Fernando Ribeiro Mendes, economist, specialist in demography and social economics, as well as a speech by the chairman of IMPRESA, Francisco Pinto Balsemão. For every copy of Visão Solidária sold, IMPRESA donated 50 euro cents to an institution, chosen by the readers. The Sílvia Cardoso Social and Cultural Work project, of Paços de Ferreira, won the voting to determine which charity institution would receive a percentage of the sales of VISÃO Solidária.

d) SIC Campaigns Also at SIC, the environment continued to be highlighted through the World Wildlife Fund campaigns and maintenance of the support of SIC Notícias to the Green Project Awards and Green Festival projects which award and stimulate what is best done in Portuguese society. SIC K maintained its association to campaigns, having developed a special day, the green day, on 5 June, world environment day. Special reference should be made to be care taken to promote good health practices through campaigns such as "It's Cheaper to Eat", developed

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together with the Calouste Gulbenkian Foundation and EDP Foundation, the Nutrition Awards and promotion of the World Obesity Day.

3. CULTURE The support to cultural manifestations of all kinds is another constant feature of the media of the IMPRESA Group, both through the publication of contents and places of importance attributed to them, and through other means: a) Support to performing arts and other cultural initiatives

In the area of musical and cultural performances, the SIC Group supported a total of approximately 99 events related to music, the performing arts or culture. In almost all of these events, the SIC brand was present at the site of the event, so as to enhance proximity. The partnership with the National Cultural Centre was also maintained and the usual support was given to publicising the non-profit making cultural events of Santa Casa da Misericórdia de Lisboa and Chapitô.

b) Special conditions for advertising

Culture and the Performing Arts benefit from a 50% reduction in the advertising fees table.

c) Reading/cultural incentives

The following initiative was launched for the purpose of stimulating interest in reading, writing, photography and history in younger (and other) citizens:

Countries of the World Collection – The Expresso launched the collection "Expresso Younger Readers - Countries of the World", starting in October 2011. This involves a fascinating journey to 10 Countries, covered in 10 books with much information and curiosities about lifestyles in each of these different countries. A collection of 10 books + 10 CD free of charge.

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4. CITIZENSHIP

Citizenship may be exercised in the most diverse ways and the media of the IMPRESA Group contributed, in 2011, to the publicising of voices and interests of different types and origins. Regarding involvement with the community, SIC maintained, for the third consecutive year, its representation in the Advisory Board of the Group of Schools of Miraflores and Carnaxide.

5. INSTITUTIONAL INITIATIVES

As the institution that it is, the IMPRESA Group shouldered its share of responsibility, seeking to promote and distinguish people and institutions, and draw attention through alternative routes to major current affairs.

EXPRESSO

Pessoa Award

Launched in 1987, this is one of the most important awards in the country, attributed every year to a Portuguese personality with relevant intervention in scientific, artistic and literary life. The selection board is composed of Francisco Pinto Balsemão (Chairman), Fernando Faria de Oliveira (Deputy Chairman), António Barreto, Clara Ferreira Alves, Diogo Lucena, João Lobo Antunes, José Luís Porfírio, Maria de Sousa, Mário Soares, Miguel Veiga and Rui Magalhães Baião. In 2011, the Award of the value of 60,000 euros was attributed to Prof. Eduardo Lourenço. Eduardo Lourenço was a member of this selection board from the first day until 1993, having left of his own accord. His presence distinguished the Award, which celebrated its 25th anniversary in 2011. The Award now distinguishes his presence and his intervention in society over decades of dedication, hard work and intellectual curiosity, which led to the constitution of unequalled philosophical, essay and literary work. The Award will be given at a ceremony to be held in 2012. This Award is given in partnership with Caixa Geral de Depósitos.

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Primus Inter Pares Award Launched in 2004 in partnership with Banco Santander Totta, its objective is to contribute to the development of a culture of rigour, professionalism and excellence in business management, through the granting of privileged opportunities for complementary academic training, national and international, to three Masters graduates following a licentiate degree in Business Management, Economics or Engineering, from Portuguese Universities, Faculties or other Higher Education Institutions, chosen each year by the selection board as the "first among equals". The selection board is composed of Francisco Pinto Balsemão (Chairman), Nuno Amado (Deputy Chairman), António Vitorino and Estela Barbot. The award attributed to the three winners consists of the offer of an MBA at national and international Universities of prestige: Universidade Nova and Universidade Católica (Lisbon MBA), ISCTE, ISEG, INSEAD, IESE and Instituto de Empresa (IE). José Salgado, final year student of the Finance course, at Instituto Superior de Ciências do Trabalho e da Empresa was classified first in the 2010/2011 edition. The winners of the Primus Inter Pares Award 2011/12 will be announced in June 2012.

Branquinho da Fonseca Award

Organised in partnership with the Calouste Gulbenkian Foundation, the objective of this biannual award, of the value of 5,000 euros, is to encourage young writers of literature for children and young people. The selection board is composed of Ana Maria Magalhães, Eduardo Marçal Grilo, Inês Pedrosa, Fernando Madrinha, José António Gomes and Maria Helena Melim Borges. In its 6th edition, the Branquinho da Fonseca Award was attributed to the work "O Gatuno e o Extraterrestre Trombudo" (The Crook and the Bad-tempered Extraterrestrial), written by Maria João da Silva Lopes (journalist, 30 years old).

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Green Ideas Award

Launched in 1999 in partnership with Central de Cervejas, this award seeks to distinguish an innovative project in the environment area, useful to Portuguese society, in the following categories: Sustainable Food and Nutrition, Education and Environmental Awareness-raising, Energy, Mobility and Urbanism, and Oceans. The selection board is composed of Francisco Pinto Balsemão (Chairman), Alberto da Ponte (Deputy Chairman), Alberto Galvão Teles, Carlos Pimenta, Luísa Schmidt, Margarida Castro and Maria da Graça Saraiva. Joana Correia da Silva represents the Technical Committee. The award, of the value of 50,000 euros, was attributed in 2011 to the Project "LOSS: Research Project and Reflection on Food Waste", by the researchers Sofia Guedes Vaz, Graça Martinho and Ana Isabel Silveira from FCT-UNL.

ACTIVA Activa Woman Award

Created in 2001, the objective of the Activa Woman Award has always been to disseminate and promote the work, so often hidden in anonymity, of women who, thanks to their talent, effort and dedication contribute to a better life for all. Up to date, and including the 2011 edition, the Award has achieved its fundamental objective: the recognition, over these 11 years, of 105 women, due to their notable work in the most diverse areas. These women are researchers, scientists, businesswomen, artists or devoted to social causes. All fight for a better world, where women play an active role.

EXAME The 500 Largest and Best Companies

For the past 22 years, consecutively, the magazine Exame has awarded the best companies of the largest companies operating in Portugal. This special edition of Exame is the most reliable guide of the Portuguese corporate universe, and already constitutes a reference. The study on which this

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edition is based is carried out, exclusively for Exame, by Informa D&B and validated by Deloitte. In addition to ranking the 500 best companies, ordered by turnover, the best company in each of the 26 business sectors analysed is selected, as well as the Company of the Year. In 2011, the Company of the Year was Continental Mabor.

The Best Banks and Insurers The choice of the best financial institutions is based on a study carried out exclusively for EXAME by Deloitte, where Informa D&B is responsible for the data collection. The Best Large Bank of 2011 was Santander Totta, SGPS. The Best Small and Medium-sized Bank was Banco de Investimento Global, SA. In the insurance sector, The Best Large Life Insurer was Companhia de Seguros Fidelidade - Mundial. The Best Large Non-Life Insurer was Liberty Seguros. These distinctions were added to the election of the personality of the year in the banking sector. This award was supported by the collaboration of Randstad, and intends to distinguish a personality whose career and achievements are an example for all. In 2011, this award was given to Artur Santos Silva.

1000 Largest SMEs In this partnership with Caixa Geral de Depósitos, the winning companies are selected through a study carried out exclusively for the magazine Exame by Informa D&B, where the results are validated by Deloitte. Exame has been publishing the ranking of the 1,000 Largest SMEs, in a special folder, for 17 consecutive years, and selects the best SME in each of the 22 sectors considered, as well as the best of the best. The SME distinguished in 2011 was Pegop.

Best Companies to Work for in Portugal

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The magazine Exame was a pioneer at a European level in introducing a corporate environment study in 2000, in order to evaluate companies operating in Portugal relative to the level of commitment of their employees and practices regarding selection, talent retention and motivation. In the edition relative to 2011, the study was conducted in partnership with the consultant Accenture. The SME distinguished in 2011 was Xerox.

AUTOSPORT and VOLANTE

"Car of the Year | Essilor Crystal Wheel Trophy" An initiative organised by the magazines Autosport and Volante, this is the most prestigious award attributed to an automobile product in Portugal. Over three months, a selection board composed of 18 journalists of some of the most important media carried out dynamic tests on the ranges of the Car of the Year | Essilor Crystal Wheel Trophy competition, as well as on the candidates to the various Categories of Car of the Year. Among the 21 candidates enrolled in the 2012 edition, Peugeot 508 won the trophy.

Volante Verde (Green Wheel)

For the second consecutive year, the entity organising the "Car of the Year | Essilor Crystal Wheel Trophy" decided to institute this award in order to distinguish the most effective and innovative event of the year in the area of environmental protection and sustainable individual mobility, in all their aspects. The winner of the "Green Wheel" was the Peugeot 3008 Hybrid4.

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EXAME INFORMÁTICA

Exame Informática Awards Now in its 5th edition, the objective of the Exame Informática Award is to distinguish people and enterprises of particular interest in the area of Information and Communication Technologies. Among the various awards, the "Personality of the Year Award" is of special interest, where the choice is made by a selection board composed of renowned personalities in the area of the Information and Communication Technologies, which decided to attribute it to the memory of Diogo Vasconcelos in 2011.

CONFERENCES

Angola and Portugal, conditions for future partnerships - In view of the growing importance of the bilateral relations between Portugal and Angola, the Expresso decided to organise a conference on this theme. The event was held on 20 September 2011, at Hotel Estoril Palácio. This event had three panels of speakers - the first with the deputy chairman of AICEP, José Vital Morgado, Jorge Coelho of Mota Engil, and José Leitão Amaro of Nutrotón. The second panel addressed the role of the Banking Sector and was attended by the chairmen of various financial institutions. The last panel was dedicated to Oil and Natural Gas, and included the participation of Manuel Ferreira de Oliveira, Jorge Cruz Morais and Pedro Siza Vieira. Future Media - The Expresso held a major conference on the Media on 26 October 2011. The evolution of the media has long been a central concern of the sector. And while the paths of the future may seem to be more or less clear, the business models required to ensure the survival of media groups are rather less evident. Hence, this was the second major conference on the sector organised by the Expresso. The presence of the Minister Miguel Relvas marked the closing of the event. Speakers such as Zeinal Bava, Rodrigo Costa, António Coimbra, Pedro Norton, and others also participated. Portugal, Europe and the Sea, a strategy for the twenty-first century – The use of the Sea to boost the development of Portugal has been a recurrent position of the Expresso for almost a decade. For this purpose, a first conference was organised in 2010. Its success led the Expresso to organise a second major conference on the sea, an event that was held on 25 November 2011, at Hotel Estoril Palácio. With Nicolau Santos and Ricardo Costa, Deputy Directors of the Expresso, as moderators, the event was attended by the President of the

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European Commission, José Manuel Durão Barroso, and Professor Félix Ribeiro, among other highly reputed speakers. Mid-Day Expresso – The Expresso has organised a series of events in the format of the Mid-Day Expresso, since 2010. With the objective of promoting debate on crucial issues for Portuguese society, the Expresso developed these conferences (unassisted) which gather 6 specialists in a certain area, and discuss the points of a previously defined agenda. Moderated by Nicolau Santos, these events receive broad media coverage, both in terms of the Expresso website, and in the Economics Section or First Section of the printed newspaper. In view of the success of the events held in this format, we continued producing the "Mid-Day Expresso" during 2011, having addressed the following topics:

Insurance Sector, February, sponsored by Accenture

Towards a Sustainable Europe, March (Évora), sponsored by EDP

Portugal over the Next three years (see description below) – 6 events

The Internet and Globalisation, October, CISCO

German investment in Portugal, December Portugal over the next three years – The Expresso presented Santander with a proposal for the holding of a cycle of six conferences in June and July 2011 on problems that, at that time, appeared to be of particular importance to the country: how to deal with the external debt; how to resume growth; how to support business; economics of ethics and happiness; how to change the justice system; a new mentality. AESE and PwC joined the initiative. "SME invites SME" Conference Cycle, Exame Banco Popular - This initiative aimed to draw attention to the SME which have achieved successful internationalisation. The events were held in the following cities: Lisboa, Évora, Leiria, Aveiro and Porto. Due to its interest, AICEP joined the initiative. Deutsche Bank/Expresso Meetings – A cycle of three events began in December 2011, under the theme "2012, the year of Rigour". The objective is to promote debates with eclectic panels of speakers (including professors, managers and businesspeople) who might contribute to clarifying our reality and indicating measures and paths for the future. 10 years of SIC Notícias Conference - This conference was part of the commemorations of the 10th anniversary of SIC Notícias, focused on the theme "A Decade of Journalism, what has changed and will change", and counted with the special participation of Adam Bolton from Sky News.

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GLOBAL MANAGEMENT CHALLENGE Pursued with great success, in 2011, this Portuguese initiative was launched over 30 years ago under a partnership between the Expresso and SDG – Simuladores e Modelos de Gestão, and is currently implemented in 40 countries distributed over the five continents, having involved 400 thousand people, from university students to corporate staff members.

6. Relations with Stakeholders

The presence of the IMPRESA Group is consolidated in the various associative, regulatory and self-regulatory bodies of which it is a member, which allows it to participate in decisions of interest to its business. This positioning continued to be held over 2011, through participation in the debate and preparation of alternative proposals to the bills, guidelines and/or standards produced by the Government and other Entities, in national and European spheres, submitted for public consultation and aimed at the media. During 2011, the IMPRESA Group maintained and/or strengthened its presence in the governing bodies of the following associations: AIP/CE – Associação Industrial Portuguesa/Confederação Empresarial

(Portuguese Industrial Association/Corporate Confederation) – Deputy Chairman of the General Council

APCT – Associação Portuguesa para o Controlo de Tiragem e Circulação (Portuguese Association for Edition and Circulation Control) – Deputy Chairman of the Board of Directors

APCT – Associação Portuguesa para o Desenvolvimento das Comunicações (Portuguese Association for the Development of Communications) – Chairman the Board of Directors

API – Associação Portuguesa de Imprensa (Portuguese Press Association) – Chairman the Board of Directors

CAEM – Comissão de Análise e Estudos de Meios (Media Analysis and Research Committee) – Chairman the Board of Directors

CCPJ – Comissão da Carteira Profissional de Jornalista (Professional Journalist Certification Commission) – Executive Secretariat

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CPMS – Confederação Portuguesa dos Meios de Comunicação Social (Portuguese Media Confederation) – Deputy Chairman of the General Meeting

ERC – Entidade Reguladora para a Comunicação Social (Media Regulatory Entity) – Advisory Board

ICAP – Instituto Civil da Autodisciplina da Publicidade (Civil Advertising Self-Regulation Institute) – Deputy Chairman of the General Meeting

MAPINET (Civic Internet Anti-piracy Movement) – Board of Directors

OBERCOM – Observatório da Comunicação (Communication Observatory) – Board of Directors

NP – Noticias de Portugal (News from Portugal) – Deputy Chairman of the Board of Directors

VISAPRESS (Contents Management Cooperative) – Board of Directors

The defence of freedom of information, the independence and viability of media companies were consistently advocated both within these bodies and before the Government, European Commission and members of the European Parliament:

a) Before the Government, Parliamentary Groups and other Entities After discussion of the Television Law (transposition of the AVMS Directive), where the interests of the IMPRESA Group were defended, and its enforcement as of 12 May, the political discussion of the line ministry addressed the TDT (Terrestrial Digital Television) and digital dividend, and at the same time strengthened the references to the privatisation of a public television channel. The Periodic Publications Classifications Committee was created under a system of co-regulation with the ERC. Upon the request of the PSD Parliamentary Group, the Chairman of the Board of Directors of IMPRESA addressed the Commission for Ethics, Citizenship and Communication on the role of the ERC and future of Regulation in Portugal.

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Upon the request of the Commission for Ethics, Citizenship and Communication, the Chairman of the Board of Directors of IMPRESA gave a speech in the Conference on the "State and Private Sector - public service agents of the media". Upon the request of Prof. João Duque, the Chairman of the Board of Directors of IMPRESA developed, together with the Working Party for the redefinition of the Public Television Service, their concept of Public Media Service. Over 2011, IMPRESA followed, and will continue to follow, and closely, the evolution of these topics, both directly and through the most directly involved institutions, in addition to intervening among other entities, within its interests.

b) In different bodies:

APCT – Associação Portuguesa para o Controlo de Tiragem e Circulação (Portuguese Association for Edition and Circulation Control) Completed the renovation of the website, which is now easy to consult

and cross data.

Adapted the Regulation to the new reality regarding sales and subscriptions of online editions.

Continued with tight control of paper copies and reinforced the attention given to the business of digital editions.

CCPJ (Professional Journalist Certification Commission) Elections - Followed the election of representatives of journalists and

appointments of the new representatives of the industry. Co-optation of the Chairman and formation of the new Disciplinary Committee.

Legislative amendments – Prepared and submitted to the Deputy Secretary of State a dossier with the proposed amendments of the Press Law, Journalist Statute, Regulation of the Professional License and Professional Internships.

Control of data sheets – Continued with the control of the data sheets technical files of publications, in order to notify those exercising the

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profession without a professional license, as well as companies which employee these persons without professional qualifications.

CPMS (Portuguese Media Confederation)

Terrestrial Digital Television - participated in meetings with PT and

ANACOM, and also followed the discussion of the first advertising campaign to clarify the population and the pilot experiments of migration from analogical to digital. Furthermore, followed the launch of the first digital dividend.

Law amending the Electronic Communications Law – In spite of the intended urgency of approval of this law, the Confederations ensured that its point of view on the proposed amendments was known.

Public TV Service – Proposal of participation in the working group on the definition of this Public Service.

MAPINET (Civic Internet Anti-piracy Movement) Continued its duty in the search, identification and removal of websites,

with the collaboration of the ISPs, namely SAPO. These operations are increasingly simpler, but these same website are tending to reappear on other hosts.

OBERCOM (Communication Observatory) Continued its research work, during this period more directed at Terrestrial Digital Television, with population surveys concerning their knowledge and preparation to the transfer to digital. In addition to this work, this entity also produced research on: Networked society – A report on mobile telephone consumption and

appropriation trends in Portugal, compared with other media and platforms.

Increased VAT – Study on the impact of the VAT increase on the national periodic publications market, before the State Budget for 2012.

Press in the networked society – Study of various newspaper consumption trends in comparison with other media and platforms.

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Flash report on cinematographic activity: importance, obstacles and evolution.

VISAPRESS (Contents Management Cooperative) In view of the resistance of various clipping companies to the payment of

copyright, it was necessary to file court proceedings, in the form of a preliminary injunction, so as to prevent them from using the contents of publications represented by the VISAPRESS Cooperative.

The sentence was not favourable, hence an appeal was submitted, the proceedings of which are currently being conducted.

Publishers with publications registered at the Cooperative cancelled the purchase of services from the non-compliant companies.

Efforts have been promoted before State Bodies to require that companies supplying clippings should present their licenses issued by VISAPRESS.

The lack of action of the IGAC facilitates non-compliance with legal obligations on the part of some companies.

ANACOM (Communications Regulator) Participation in meetings of the Advisory Board of the ICP/ANACOM, with observer member status (SIC). APAN Participation of the Group in the Management of the Media Smart project developed and promoted by the Portuguese Advertisers Association. The main objective of the Media Smart project is the promotion of literacy in advertising and targets schools, with the support of the Ministry of Education. Attendance of Viewers In keeping with its defined policy of proximity, the SIC Television Viewer Support Service processed 56,832 contacts, by telephone or written, for all the channels of the SIC Universe, representing an increase of approximately 19% relative to 2010.

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Study Visits Study visits to the premises of SIC have involved the participation of 46 institutions, namely primary and secondary schools and associations, representing a total of 1,038 people. Compared with 2010, there has been an increase in the number of visits, but a slight reduction in the total number of visitors since a maximum number per group has been defined in order to ensure the highest quality possible. Investor Relations Regarding relations with the different stakeholders, the Investor Relations Department of IMPRESA maintained regular contacts with a vast number of shareholders, potential investors and analysts, so as to ensure institutional and informative relations. On spite of the continuation of difficult circumstances for financial markets during 2011 and especially for Portugal, a constant flow of communication was maintained with investors and financial analysts, both in Portugal and abroad. Moreover, the Investor Relations Department of IMPRESA carried out the following initiatives: Attendance of two conferences, upon invitation of the organising investment banks, which were held in London and Paris.

Two Roadshows, organised by the main European financial stock markets, during which meetings were held with 15 investors.

Three Roadshows in Portugal, during 2011, where meetings were held with 20 investors.

Visits, at the head office of IMPRESA, of 12 investors and analysts during 2011.

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B. INTERNAL LEVEL

1. Training

In spite of the structural downsizing, both in terms of numbers of companies and business, and headcount, in 2011 the IMPRESA Group continued its focus on training, having increased the number of training hours. The table below presents the most important data and respective comparison with 2010:

The table above includes specific training programmes, where the following are of most relevance:

Journalism Course

Organisation of the 5th Course on Journalism and Production of Contents for non-journalist staff, with the participation of 38 people. New Orthographic Agreement After the training of the professionals of Impresa Publishing, Other Holdings, transversal staff and non-editorial staff of SIC, training was ministered to SIC editorial staff in 2011. This action covered 338 professionals.

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SONAPS SIC's new editorial management system, which became operation in the first quarter of 2012, resulted in a broad training programme for 225 professionals of this area. Behavioural Training During 2011, IMPRESA focused on behavioural training in different areas such as Team Management, Conflict Management, Interpersonal Communication, Time Organisation and Management, and Leadership, Management and team motivation using Emotional Intelligence. Other Actions

Completion of the Management for Leadership course, aimed at intermediary

staff;

Language training - English and Spanish - with academic year classes and specialised courses;

Training through e-learning on Television Images;

Transversal and internal training on Tablets;

Transversal and internal training on Convergent Culture and Transmedia Narratives;

Training on Television Law;

Academic training: 2 Post-Graduations, 1 Master's and 1 MBA.

2. Performance Management

There were important improvements in performance management during 2011: the implementation of a new computer system, which has made the process more user-friendly, the reintroduction of self-assessment, which involved all the Group's workers, and the simplification of grade descriptions.

3. Internal Initiatives

Various initiatives were organised for the purpose of motivating employees, such as: organisation of Visão Júnior/SIC K Workshops for the children of employees; publicising and promotion of the Mediacup football tournament, in which SIC and Expresso/Visão teams participated; organisation of the Book Club, through which employees are entitled to discounts when purchasing

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certain SIC books; organisation of the I IMPRESA Run; contribution to various charity actions, where the most important were related to the SOS Animal Project (collection of pet food and willingness to adopt animals as pets) and the annual event held by SIC Esperança, which took place, this year, at the Temporary Shelter Casa da Fonte; organisation of the Right Hand initiative; etc. In addition to the initiatives referred to above, the IMPRESA Group offers its employees a series of benefits, namely access to services at a discount, through the establishment of protocols with service providers in areas such as banking, communications, children, beauty care, gyms, leisure, health insurance and vehicles.

4. Audit Committee

IMPRESA has adopted a management and supervisory model which includes the Board of Directors and an Executive Committee for the administration and management of its corporate business, and the Audit Committee, responsible for the supervision and control of corporate activity. The Audit Committee is composed of three directors, two of whom are independent, in conformity with the criteria defined in article 414, number 5 of the Commercial Company Code.

Under the terms of the Internal Regulation, the main duties of the Audit Committee are as follows: Supervise the administration of the company and ensure observance of the

law and memorandum of association;

Verify the precision of the documents presenting the accounts prepared by the Board of Directors and supervise the process of preparation and disclosure of the financial information;

Supervise the integrity and efficiency of the internal control and risk management situations;

Accompany the activity of the External Auditor so as to ensure his independence;

Receive communications of irregularities that are submitted (Whistle Blowing system)

During 2011, the Audit Committee held twelve meetings, in which the External Auditor, Chief Financial Officer and Internal Audit Director participated regularly.

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In 2011, internal audits were conducted to 10 new processes in order to expand the range of intervention in different segments and companies of the Group, in view of the risk perception that these processes potentially represent. In the Television segment, the "TV Distribution", "SIC Multimedia", "SIC Marketing" and "GMTS" processes were audited. In the Publishing segment, the "Gesco", "AEIOU" and "Multimedia Publishing" processes were audited. In the Other Holdings segment, the "InfoPortugal" and "DGSM" processes were audited. In the Group's transversal areas, the "Human Resources", "Vehicle Management", "Mobile Communications" and "Insurance" processes were audited. Of all these processes, only "DGSM", "Insurance" and "GMTS" had been audited previously. In total, during 2011, 624 internal controls were carried out, 111 recommendations were formulated relative to ineffective controls and 74 recommendations were made relative to effective controls. The percentage effectiveness of all the controls undertaken in 2011 was 82%. In general, the internal audit unit of the IMPRESA Group continues to have a very positive opinion of the way that the internal audit mission and tasks were understood and received by the different departments with which it worked during 2011, and how it saw its recommendations being implemented over the course of the year. In this context, it is important to refer to the formalisation of an insurance policy for the IMPRESA Group, as well as the review of the vehicle policy, in order to comply with the recommendations issued by the internal audit service.

5. Risk Management

In 2011, in addition to the formal creation of the Risk Management Office and consequent definition of its duties and operating system, rules and procedures for the audit and examination of situations, and its necessary coordination with the Safety and Security Master Plans, the existing safety and security plans

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were reviewed, and the preparations started for the Safety and Security Master Plans of the premises of Parque Holanda and Matosinhos. On the other hand, in order to establish measures to ensure business continuity, a review was made of the alternative plans for the printing of the Group's newspapers and magazines, in the case of a breakdown causing unforeseen and prolonged operational stoppage at the printers where they are usually produced.

Ink and paper stocks are also in place, to ensure the continuity of printing, in the case of any unforeseen interruption in the supply of these materials, which are purchased abroad.

A survey and listing of human resources, internal and external, was also carried out, so as to ensure emergency operations in the case of the absence, through force majeure or pandemic, of a significant part of the contracted staff.

Regarding SIC broadcasts, several broadcasting alternatives are foreseen to ensure their continuity, in the case of failure. The persons in charge of the Information Services, Continuity, IT and Technical Support are prepared and equipped with the necessary means to act, in the case of an emergency. Inclusion of new systems of SIC in Matosinhos as an alternative broadcasting centre. The Safety and Security Delegates of the premises of Paço de Arcos, Carnaxide, Parque Holanda and Matosinhos were appointed and trained, and given their respective identifying material and procedural manual. In addition to the standardisation of the rules on building evacuation, a simulation exercise was carried out for the evacuation of the building of S. Francisco de Sales (in Paço de Arcos) and safety technique simulations were implemented at the Outurela premises. Rules and procedures were drawn up and approved for situations of serious epidemics or outbreaks of infectious disease. The recovery of the entire energy power system, plans for the alternative power supply and emergency procedures were made for the Paço de Arcos building. It should be noted that these issues are coordinated with the Audit Committee, which follows the Risk Management system and may use external auditor services, since, according to its duties, the Audit Committee “…supervises the efficacy of the risk management system, internal control system and internal audit system…”.

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6. Defence of the Environment During 2011, there was continued implementation of the policy of reducing consumables, namely paper, energy and water. Application of the GRI – Global Reporting Initiative system, which the choice of annual indicators and objectives. Satisfactory results were achieved regarding defence of the environment, due to the development of IT systems and the decisions taken, in particular, the following: Continued digitalisation of corporate information, both through the Intranet

and other electronic formats.

Increased recycling of paper and packaging materials;

Reduction of use of printers, all equipped with digitalisation systems.

Continued internal mobilisation in favour of the environment: participation in tree-planting, community vegetable gardens and change of lamps.

Updating of the lists of Suppliers with indication of respective ISO and Environmental certification.

In the case of electrical energy: Energy Certification of the premises of Paço de Arcos and Carnaxide

underway.

Review and reformulation of external supplies of electrical energy.

Reduction of the number of lamps switched on in public areas and open spaces.

Installation of light switches in meeting rooms and offices;

Reduction of automatic lighting hours.

Higher minimum temperatures and lower maximum temperatures in the air conditioning systems.

Reduction of the number of hours of air conditioning.

Use of rechargeable batteries in publishing.

Placement of signs recommending turning off lights and computers.

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Regarding the purchase of newspaper and magazine paper, and printing: Purchase of paper from certified paper companies.

Receipt of CO2 credits equivalent to the planting of 90,585 trees.

Reduction of the number of copies of newspapers and magazines bought from other publishers and purchase of subscriptions in electronic format whenever possible.

Reduction of the number of own publications distributed free of charge.

7. Professional Ethics In addition to compliance with the legislation (Press Law, Television Law, Journalist Statute, Code of Ethics, etc.), the large areas of the Group - SIC, Expresso and Visão - have their own Codes of Journalistic Conduct, which all the publications endorse and adapt to their specific characteristics. The e-learning training actions started in 2009 on the abovementioned Codes of Conduct reinforced their importance in the Group's editorial strategy.

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IMPRESA 2011 Internal Audit Report

ACTIVITY REPORT OF

THE AUDIT COMMITTEE

Financial Year of 2011 1. Introduction

The IMPRESA Group adopted the management and supervision model which comprises the Board of Directors and the Executive Committee as the business administration and management body and the Audit Committee as the supervision and control body. During the financial year, the Audit Committee was made up of the following elements:

Chairman - Dr. Alexandre de Azeredo Vaz Pinto

Voting Members - Prof. António Soares Pinto Barbosa

- Dra. Maria Luísa Coutinho Ferreira Leite de Castro Anacoreta Correia

Most of the members of the Audit Committee meet the compatibility criteria for the exercise of their functions as established in article 414 A of the Commercial Company Code. The members of the Audit Committee participated in all the meetings of the Board of Directors, having presented, where relevant, the adequate recommendations and suggestions in the fields of internal audit, external audit and risk control. The powers and competences, form of organisation and operation are laid down in the Internal Regulation of the Audit Committee.

2. Activity Developed During 2011, the Audit Committee held 12 meetings, dedicated to the follow-up and supervision of the management of the Group and the efficacy of the internal control system. When necessary, meetings were held with the Executive Committee to analyse specific topics, with emphasis on the Budget for 2012 and its assumptions. During 2011, the Audit Committee received all the minutes of the meetings of the Executive Committee in due time.

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The previously mentioned meetings included the participations, when solicited, of the chief corporate officers from different areas, with emphasis on the Financial and Information Systems areas. The quality, integrity and efficacy of the risk management and internal control system are, in the opinion of this Committee, the main guarantors of the quality and integrity of the financial information provided by the Company, as well as of compliance with the applicable legal, regulatory and statutory provisions. The Company maintains a risk management and internal control system, with the Executive Committee, in coordination with the Audit Committee, being responsible for its implementation, assessment and compliance. During 2011, the Audit Committee continued to supervise the quality, integrity and efficacy of the risk management and internal control system, as well as monitor the improvements implemented with a view to rectifying shortcomings. In addition, the Audit Committee periodically discussed and analysed the application of this system with the Executive Committee. The Audit Committee reviewed and approved the work plans of the External Auditor and maintained periodic meetings to assess the work carried out and review the results, having obtained from the External Auditor: (i) summary review reports of the consolidated financial statements of the Group as at 31 March and 30 September 2011; (ii) simplified examination reports of the consolidated financial statements relative to the semester ended 30 June 2011; (iii) audit reports of the individual and consolidated financial statements relative to the financial year ended 31 December 2011; and (iv) audit report of the consolidated annual accounts. 2.1. Internal Audit

During 2011, the Internal Audit Department (IAD) of the IMPRESA Group developed its activity, as in previous years, with a view to providing an independent and objective service, aimed at adding value and improving the operations of the IMPRESA Group. In 2011, the IAD initiated the review of 10 new processes in order to broaden its scope of intervention in the different Group segments and companies, taking into account the risk perception that these processes may represent. With regards to the Television segment, the “TV Distribution”, “SIC Multimedia”, “SIC Marketing" and “GMTS” processes were audited. In the Publishing segment, the “Gesco”, “AEIOU” and “Publishing Multimedia" processes were audited. In the Other Participations segment, the “InfoPortugal” and “DGSM” processes were audited.

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In the transversal areas of the Group, the “Human Resources”, “Automotive Management”, "Mobile Communications” and “Insurance” processes were audited. Of all these processes, only the “DGSM”, “Insurance” and “GMTS” had been previously audited. Considering the total number of processes audited in 2011, 624 internal controls were carried out, 111 recommendations relative to ineffective controls and 74 recommendations relative to effective controls were drawn up. The effectiveness percentage of the total number of controls carried out in 2011 came to 82% Overall, the internal audit of the IMPRESA Group holds a rather positive opinion of the way in which the internal audit mission and tasks were understood and received by the various departments with which it worked in 2011 and how it saw its recommendations being implemented throughout the year. Special reference should be made, in particular, within this scope, to the formalisation of an insurance policy for the Group, as well as the review of the automotive policy, with a view to complying with the recommendations made by the internal audit. It should be further noted that, in comparing the audit conducted of the DGSM process in 2011 with the audit conducted in 2010, there was an improvement of the effectiveness percentage from 76% to 78%. Furthermore, in comparing the audit conducted of the GMTS process in 2011 with the audit conducted in 2010, there was an improvement of the effectiveness percentage from 79% to 81%. Lastly, it is important to mention that the internal audit department participated actively in the risk management department, in collaboration with the director of installations, studies and projects and with the director of information systems and technologies, having contributed to the preparation of the IMPRESA Group Risk Management year end report.

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The following Summary Table describes the effectiveness of the internal controls in 2011:

Process Nr. of

Controls

Nr. of Effective Controls

Nr. of Ineffective Controls

No Events to Test

% of Effectiven

ess

Nr. of Effective Controls with

Recommendations

AEIOU 55 44 11 0 80% 4

TV Distribution 44 35 9 0 80% 5

Gesco 42 37 5 0 88% 4

InfoPortugal 31 24 5 2 83% 2

DGSM 58 45 13 0 78% 5 Human

Resources 72 58 14 0 81%

14 Automotive

Management 48 36 11 1 77%

1 Mobile

Communications 30 20 10 0 67%

7

Insurance 17 12 4 1 75% 0 Publishing Multimedia 48 43 5

0 90% 1

SIC Multimedia 34 30 2 2 94% 7

SIC Marketing 30 28 2 0 93% 4

GMTS 115 88 20 7 81% 20

TOTAL 624 500 111 13 82% 74

2.2. External Audit 2.2.1 Audit activity and accounts auditing

The Audit Committee represents the company, for all purposes, before the external auditor and ensures that adequate conditions for the provision of these services exist. It is also the company's representative when dealing with the External Auditor, and the first recipient of the respective reports. The Audit Committee regularly supervised the work of the External Auditor, promoting quarterly meetings with the Statutory Auditor and its employees.

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The progress achieved relative to the audit of the accounts, the cooperation environment of the company's departments for the External Auditor, the weak points that possibly exist in terms of the internal control system implemented, the accounting policies adopted and the material effects of accounting policies and procedures implemented, were discussed in meetings. The recommendations for improving the internal control system presented by the External Auditor were reported by the Audit Committee to the Board of Directors. The regular meetings held with the External Auditor enabled the Audit Committee to ensure the integrity, rigour, competence and quality of the accounts auditing work, as well as of the reliability of the financial information published. The External Auditor cooperated with the Audit Committee over the course of 2011 with regards to all of the issues raised. The access of the Audit Committee to financial information was granted on a regular basis, without any constraints. In particular, compliance with the specific legal standards and accounting policies and criteria with a material impact on the accounts of IMPRESA was discussed with the External Auditor, which contributed to the Audit Committee being able to carry out its supervisory role under normal conditions. In 2011, the accounting policies, criteria and procedures, among other aspects, were also discussed in relation to: preparation of goodwill and other assets impairment tests,

including the appropriateness of the periodicity, parameters and estimates used;

suitability of provisions policy; implementation of the stocks policy; accrual based accounting. The assessment of the external auditors also constitutes a topic of discussion at the meetings of the Audit Committee, with no reason having been found so far for their dismissal and, therefore, substitution.

2.2.2 Other work undertaken by the auditor

Where applicable, the Audit Committee was requested to assess and issue its approval relative to the hiring of the External Auditor for the provision of services not included under statutory audit services, with a view to ensuring that the independence of the auditor is not compromised. In 2011, the total services provided by the External Auditor came to

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403,460 euros, of which 96.76% were in reference to statutory audit services, 1.54% to other reliability assurance services, in particular certification of covenants, included in bank financing agreements, and 1.70% to tax consultancy services.

2.3. Businesses to be carried out between the company and owners of the

qualifying holdings or entities which are in any relationship with it For the purposes of prior evaluation of the businesses to be carried out between the company and owners of the qualifying holdings or entities which are in any relationship with it, the Audit Committee defined those businesses that represent more than 1% of the variable costs of the Group (consolidated values) of the year prior to that in which the businesses were carried out as being of significant relevance. In 2011, the Executive Committee requested a prior opinion on a business, in the amount of 7.9 M€, from the Audit Committee, to be carried out between the company and an owner of a qualifying holding. The assessment request, which received a favourable opinion, was accompanied by an appropriate justification, namely regarding the costs and alternatives considered.

3. Final Considerations

3.1. Throughout 2011, the Audit Committee appreciated the activity of the

External Auditor, following-up and assessing on a regular basis the performance of their functions, their independence, as well as the advantages and costs of the external auditor's substitution, having concluded that the external audit and statutory audit activity was adequate. The assessment of the external auditor also constitutes a topic of discussion at the meetings of the Audit Committee, with no reason having been found so far for their dismissal and, therefore, substitution.

3.2. The Audit Committee considers as quite positive the way in which the

mission and tasks of the IAD were performed, with very positive impacts on improving the quality, integrity and efficacy of the risk management and internal control system.

The Audit Committee

Alexandre de Azeredo Vaz Pinto

António Soares Pinto Barbosa

Maria Luísa Anacoreta Correia

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IMPRESA 2011 Corporate Governance Report

CORPORATE GOVERNANCE REPORT - 2011 INTRODUCTION

The present report was organised in accordance with the model established in CMVM (Securities Market Commission) Regulation nr. 1/2010, of 21 February, and presents a summary of the most relevant corporate governance practices at IMPRESA.

CHAPTER 0

COMPLIANCE STATEMENT 0.1. Indication of the location, available to the public, of the corporate governance code texts applicable to the issuer, and, if applicable, of those to which the issuer has voluntarily agreed to comply with.

The corporate governance code texts are available on the company website, and have also been made public through the CMVM website. 0.2. Detailed indication of the adopted and non-adopted recommendations contained in the Corporate Governance Code of the CMVM or another that the company has decided to adopt, according to the Regulation of which this Annex is an integral part thereof. For this purpose, non-adopted recommendations are understood as those not complied with in full. RECOMMENDATIONS: I GENERAL MEETING

I.1 BOARD OF THE GENERAL MEETING

I.1.1 The chairman of the board of the general meeting shall have adequate supporting human and logistic resources for his/her needs, considering the company’s economic situation.

Adopted (Chap. I, I.1) I.1.2 The remuneration of the chairman of the general meeting shall be disclosed in the annual report on corporate governance.

Adopted (Chap. I, I.3)

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I.2 PARTICIPATION IN THE MEETING

I.2.1 The obligation imposed by the board to receive statements of share depositing or blocking in advance for participation in a general meeting shall not exceed 5 business days.

Adopted (Chap. I, I.4) I.2.2 If the general meeting is suspended, the company shall not impose share blocking during the entire period until the session is resumed, with the advance period required for the first session considered as sufficient.

Adopted (Chap. I, I.5) I. 3 VOTE AND EXERCISE OF VOTING RIGHTS

I.3.1 Companies shall not foresee any statutory restrictions to voting by correspondence and, when adopted and admissible, to electronic voting.

Adopted (Chap. I, I.9 and I.10) I.3.2 The statutory advance period for receiving votes issued by correspondence shall not exceed three business days.

Adopted (Chap. I, I.9, d) and I.11) I.3.3 Companies shall ensure the level of voting rights and the shareholder's participation is proportional, ideally through the statutory provision that obliges the one share-one vote principle. The companies that: i) hold shares that do not confer voting rights; ii) establish non-casting of voting rights above a certain number, when issued solely by a shareholder or by shareholders related to the former, do not comply with the proportionality principle.

Adopted (Chap. I, I.6 and I.7) I.4 DELIBERATING QUORUM

Companies shall not establish deliberating quorum numbers greater than those established by the law.

Adopted (Chap. I, I.8) I.5 MINUTES AND INFORMATION ON RESOLUTIONS PASSED

Extracts from the minutes of the general meetings or documents with corresponding content must be made available to shareholders on the company’s website within a five day period after the General Meeting has been held, irrespective of the fact that such information may not be classified as material information. The information disclosed shall cover the resolutions passed, the represented capital and the voting results. This information shall be kept on file on the company’s website for no less than a three year period.

Adopted (Chap. I, I.13 and I.14)

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I.6 CORPORATE CONTROL MEASURES

I.6.1 Measures adopted with a view to prevent the success of takeover bids shall protect the interests of the company and its shareholders. The articles of association which, while respecting said principle, foresee a limitation to the number of votes that may be held or exercised by a single shareholder, individually or in coordination with other shareholders, shall also foresee that the amendment or maintenance of this statutory disposition shall be subject to deliberation by the General Meeting, at least every five years – with no requirements for increased quorum numbers relatively to legal dispositions – and that all cast votes for this deliberation are counted without considering the limitation in question.

Not applicable I.6.2 No defensive measures shall be taken for the purpose of automatically causing severe erosion in company assets in the case of change of control or administrative body, thereby harming the free transmission of shares and free assessment of the performance of administrative body members by the shareholders.

Adopted (Chap. I, I.20) II ADMINISTRATIVE AND SUPERVISORY BODIES

II.1. GENERAL SUBJECTS

II.1.1 STRUCTURE AND COMPETENCE

II.1.1.1 The administrative body shall assess the adopted model in its governance report, identifying any operational constraints and proposing measures that, in its judgement, are appropriate to overcome them.

Adopted (Chap. II, II.36) II.1.1.2 Companies shall set up internal control and risk management systems, in order to safeguard the company’s assets and ensure the transparency of its corporate governance, as well as to identify and manage risk. Those systems shall include at least the following components: i) setting of the company’s strategic objectives as regards risk assumption; ii) identifying the main risks associated to the company’s activity and any events that might generate risks; iii) analyse and determine the extent of the impact and the likelihood that each of said potential risks will occur; iv) risk management aimed at aligning those actual incurred risks with the company’s strategic options for risk assumption; v) control mechanisms for executing measures for adopted risk management and its effectiveness; vi) adoption of internal mechanisms for information and communication on several components of the system and of risk-warning; vii) periodic assessment of the implemented system and the adoption of the amendments that are deemed necessary;

Adopted (Chap. II, II.5) II.1.1.3 The Board of Directors shall ensure the establishment and functioning of the internal control and risk management systems. The Supervisory Board shall be responsible for assessing the functioning of said systems and proposing the relevant adjustment to the company’s needs.

Adopted (Chap. II, II.5 and II.6)

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II.1.1.4 Companies shall: i) identify the main economic, financial and legal risks that the company is exposed to during the exercise of its activity; ii) describe the performance and the efficiency of the risk management system, in their Annual Corporate Governance Report.

Adopted (Chap. II, II.5)

II.1.1.5 The administrative and supervisory bodies shall have operational regulations, which shall be disclosed on the company website.


II.1.2 INCOMPATIBILITIES AND INDEPENDENCE

II.1.2.1 The board of directors shall include a sufficient number of non-executive members, in order to ensure the effective supervision, inspection and assessment of the activities of the executive members.


II.1.2.2 The group of non-executive directors shall include an adequate number of independent directors, considering the size of the company and its shareholder structure. This number can never be less than one quarter of the total number of directors.


II.1.2.3 The independency assessment of its non-executive members carried out by the Board of Directors shall take into account the legal and regulatory rules in force concerning the independency requirements and the incompatibility framework applicable to members of other corporate bodies, which ensure orderly and sequential coherence in applying independency criteria to the entire company. An independent executive member shall not be considered as such if, in another corporate body and by force of applicable rules, he/she may not be an independent executive member.


II.1.3 ELIGIBILITY AND APPOINTMENT

II.1.3.1 Depending on the applicable model, the chairman of the supervisory board, of the audit committee or of the finance committee shall be independent and possess adequate competences to carry out his/her duties.

Not adopted (Chap. II, II.14)

II.1.3.2 The selection process of candidates for non-executive members shall be designed so as to prevent interference from executive directors.

Not adopted

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II.1.4 POLICY ON THE COMMUNICATION OF IRREGULARITIES

II.1.4.1 The company shall adopt a policy on the communication of irregularities, allegedly occurred at an internal level, with the following elements: i) indication of the means through which communication of irregular practices may be made internally, including the persons legitimately empowered to receive communications; ii) indication of how communications are to be processed, including confidential treatment, if requested by the declarant.

Adopted (Chap. II, II.35) II.1.4.2 The general guidelines of this policy shall be included in the corporate governance report.

Adopted (Chap. II, II.35) II.1.5 REMUNERATION

II.1.5.1 The remuneration of the members of the board of directors shall be structured so that the formers’ interests are capable of being aligned with the long-term interests of the company. Furthermore, the remuneration shall be based on performance assessment and shall discourage taking on extreme risk. Thus, remunerations shall be structured as follows: (i) The remuneration of the Board of Directors carrying out executive duties shall include a variable element which is determined by a performance assessment carried out by the company’s competent bodies according to pre-established quantifiable criteria. Said criteria shall take into consideration the company’s real growth and the actual growth generated for the shareholders, its long-term sustainability and the risks taken on, as well as compliance with the rules applicable to the company’s activity. (ii) The variable component of the remuneration shall be reasonable overall as regard the fixed component of the remuneration and maximum limits shall be set for all components. (iii) A significant part of the variable remuneration shall be deferred for a period not less than three years and its payment shall depend of the company’s steady positive performance during said period. (iv) Members of the Board of Directors shall not enter into contracts with the company or third parties that will have the effect of mitigating the risk inherent in the variability of the remuneration established by the company. (v) The Executive Directors shall hold, up to twice the value of the total annual remuneration, the company shares that were allotted by virtue of the variable remuneration schemes, with the exception of those shares that are required to be sold for the payment of taxes on the gains of said shares. (vi) When the variable remuneration includes stock options, the period for exercising the same shall be deferred for a period of not less than three years. (vii) The appropriate legal instruments shall be established so that in the event of a Director's dismissal without due cause, the envisaged compensation shall not be paid out if the dismissal or termination by agreement is due to the Director’s inadequate performance. (viii) The remuneration of non-executive Board Members shall not include any component the value of which is subject to the performance or the value of the company.

Not adopted

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II.1.5.2 A statement on the remuneration policy of the Board of Directors and Supervisory Board referred to in Article 2 of Law No. 28/2009 of 19 June, shall contain, in addition to the content therein stated, adequate information on: i) which groups of companies the remuneration policy and practices of which were taken as a baseline for setting the remuneration; ii) the payments for the dismissal or termination by agreement of the Directors' duties.

Not adopted II.1.5.3 The remuneration policy statement referred to in Article 2 of Law No. 28/2009 shall also include the directors' remunerations which contain an important variable component, within the meaning of Article 248-B/3 of the Securities Code. The statement shall be detailed and the policy presented shall, in particular, take the long-term performance of the company, compliance with the rules applicable to its business and restraint in taking risks into account.


II.1.5.4 The proposal relative to approval of share attribution plans and/or share acquisition options or plans based on share price variations, for the administrative and supervisory body members and other directors, as per no. 3 of article 248-B of the Securities Code, shall be submitted to the general meeting for approval. This proposal shall include all necessary elements for a correct assessment of the plan. The proposal shall be accompanied by the plan regulations or, if the plan has not yet been prepared, the general conditions it shall follow. Likewise, the main characteristics of the retirement benefits system established for administrative and supervisory body members and other managers, as per no. 3 of article 248-B of the Securities Code, shall be approved by the general meeting.

Not applicable

II.1.5.5 At least one representative of the remunerations committee shall attend the general annual meetings of shareholders.

Adopted (Chap. I, I.15 and I.16)

II.1.5.6 The amount of remuneration received, as a whole and individually, in other companies of the group and the pension rights acquired during the financial year in question shall be disclosed in the Annual Report on Corporate Governance.


II.2. BOARD OF DIRECTORS

II.2.1 Within the limits established by law for each administrative and supervisory structure, unless unviable due to small size of the company, the board of directors shall delegate the daily administration of the company. These delegated competences shall be identified in the annual report on Corporate Governance.


II.2.2 The board of directors shall ensure the company acts consistently with its objectives and shall not delegate its competences regarding the following: i) definition of the general company strategy and policies; ii) definition of the group corporate structure; iii) decisions considered strategic due to the amount involved, risk or special characteristics.


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II.2.3 If the chairman of the board of directors has executive functions, the board of directors shall find efficient mechanisms to coordinate the work of the non-executive members, ensuring the latter are able to make decisions, in an independent and informed manner. An explanation of these mechanisms shall be provided to the shareholders in the corporate governance report.

Adopted (Chap. II, II.2 and II.3) II.2.4 The annual management report shall include a description of the activities developed by the non-executive directors, and in particular, refer to any constraints encountered..


II.2.5 The company shall expound its policy of rotation of functions of the Board of Directors, including the person responsible for the financial portfolio, and report on the same in the annual corporate governance report.

Not adopted II.3 CHIEF EXECUTIVE OFFICER, EXECUTIVE COMMITTEE AND EXECUTIVE BOARD OF DIRECTORS MANAGING DIRECTORS

II.3.1 When Managing Directors that carry out executive duties are requested by other Board Members to supply information, the former must do so in a timely manner and the information supplied must adequately suffice the request made.

Adopted (Chap. II, II.3) II.3.2 The chairman of the executive committee shall send the convening notices and minutes of the meetings to the chairman of the board of directors and, as applicable, to the chairman of the supervisory board or audit committee, respectively.

Adopted (Chap. II, II.2) II.3.3 The chairman of the executive board of directors shall send the convening notices and minutes of the meetings to the chairman of the general and supervisory board and the chairman of the finance committee, respectively.

Not applicable II.4 GENERAL AND SUPERVISORY BOARD, FINANCE COMMITTEE, AUDIT COMMITTEE AND SUPERVISORY BOARD

II.4.1 The general and supervisory board, in addition to carrying out its supervisory functions, shall advise, follow-up and continuously assess company management by the executive board of directors. The following shall be included in the matters on which the general and supervisory board shall issue its opinion: i) definition of the general company strategy and policies; ii) definition of the group corporate structure; iii) decisions considered strategic due to the amount involved, risk or special characteristics.

Not applicable II.4.2 The annual reports on the activities developed by the general and supervisory board, finance committee, audit committee and supervisory board shall be disclosed on the company website, together with accounts documents.


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II.4.3 The annual reports on the activities developed by the general and supervisory board, finance committee, audit committee and supervisory board shall include a description of the supervisory activities carried out, in particular, referring to any constraints encountered.

Adopted (Chap. II, II.4) II.4.4 The general and supervisory board, audit committee and supervisory board, according to the applicable model, shall represent the company, for all purposes, before the external auditor, being also responsible for proposing the provider of these services and the corresponding remuneration, ensuring that adequate conditions for the provision of these services exist in the company and constituting the company representative and first recipient of the respective reports.

Adopted (Chap. II, II.2) II.4.5 The general and supervisory board, finance committee, audit committee and supervisory board, according to the applicable model, shall assess the external auditor on an annual basis and propose the external auditor's dismissal to the general meeting, whenever there is just cause for the effect.

Adopted (Chap. II, II.2) II.4.6 The internal audit services and those that ensure compliance with the rules applicable to the company (compliance services) shall functionally report to the Audit Committee, the General and Supervisory Board or in the case of companies adopting the Latin model, an independent director or Supervisory Board, regardless of the hierarchical relationship that these services have with the executive management of the company.

Adopted (Chap. II, II.6) II.5. SPECIALISED COMMITTEES

II.5.1 Unless deemed unnecessary due to the small size of the company, the board of directors and the general and supervisory board, according to the model adopted, shall create committees necessary to: i) ensure that a competent and independent assessment of the Executive Directors’ performance is carried out, as well as its own overall performance and further yet, the performance of all existing committees; ii) study the adopted governance system and verify its efficiency and propose to the competent bodies, measures to be carried out with a view to its improvements; iii) in due time identify potential candidates with the high profile required for the performance of director's duties.

Not adopted II.5.2 Members of the Remuneration Committee or alike shall be independent from the Members of the Board of Directors and include at least one member with knowledge and experience in matters of remuneration policy.

Adopted (Chap. II, II.38 and II.39) II.5.3 Any natural or legal person which provides or has provided, over the past three years, services to any structure subject to the Board of Directors, to the Board of Directors of the company or that has to do with the current consultant to the company shall not be recruited to assist the Remuneration committee. This recommendation also applies to any natural or legal person which has an employment contract or rendering of services agreement with the former referred persons.

Adopted

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II.5.4 All committees shall draw up minutes of all meetings held.

Adopted (Chap. II, II.12 and II.13) III INFORMATION AND AUDITING

III.1 GENERAL DISCLOSURE DUTIES

III.1.1 Companies shall ensure permanent contact with the market, respecting the principle of shareholder equality and preventing asymmetries in access to information by investors. For this purpose, the company shall maintain an investor support office.

Adopted (Chap. III, III.16) III.1.2 The following information, available on the company website, shall be disclosed in English:

a) The company name, public company status, registered office and other elements referred to in article 171 of the Commercial Company Code;

Adopted b) Articles of Association;

Adopted c) Identity of corporate body members and the market relations representative;

Adopted d) Investor Support Office, respective duties and contacts;

Adopted e) Accounts documents;

Adopted f) Half-year corporate events calendar;

Adopted g) Proposals submitted for discussion and voting at the general meeting;

Adopted h) Calls for the general meeting.

Adopted III.1.3 Companies shall promote the rotation of the auditor at the end of two or three term-of-offices, in accordance with four or three years respectively. Their maintenance beyond this period shall be grounded on a specific opinion of the supervisory body which shall expressly consider the auditor’s independence conditions and the advantages and costs arising out of its substitution.

Adopted (Chap. III, III.18)

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III.1.4 Within the scope of its competences, the external auditor shall verify the implementation of the remuneration policies and systems, the efficiency and functioning of the internal control mechanisms and report any deficiencies to the company’s supervisory body.

Adopted III.1.5 The company shall not recruit the external auditor, nor any related company or other entity that is part of the same network, for services other than audit services. When the recruitment of such services is called for – which shall be approved by the supervisory body and explained in the annual corporate governance report - such services shall not exceed 30% of the total value of the services rendered to the company.

Adopted (Chap. III, III.17) IV CONFLICT OF INTERESTS

IV.1 SHAREHOLDER RELATIONS

IV.1.1 Where deals are concluded between the company and shareholders with qualifying holdings, or entities with which same are linked in accordance with Article 20 of the Securities Code, such deals shall be carried out in normal market conditions.

Adopted IV.1.2 Where deals of significant importance are undertaken with holders of qualifying holdings, or entities with which same are linked in accordance with Article 20 of the Securities Code, such deals shall be subject to a preliminary opinion from the Supervisory Board. The procedures and criteria required to define the relevant level of significance of these deals and other conditions shall be established by the Supervisory Board.

Adopted (Chap. III, III.13) CMVM recommendations not applicable:

I.6.1 – In addition to the articles of association not foreseeing a limitation to the number of votes, there are no measures of the type referred to in this point. (V. Chap. I, I.20)

II.1.5.4 – IMPRESA does not consider this recommendation applicable since the remuneration systems referred to in this point do not exist in the company.

II.3.3 – IMPRESA adopted the corporate model of a Board of Directors that includes an Audit Committee, as established in article 278 of the Commercial Company Code.

II.4.1 – IMPRESA adopted the corporate model of a Board of Directors that includes an Audit Committee, as established in article 278 of the Commercial Company Code.

CMVM recommendations not adopted:

II.1.3.1 – The Chairman of the Audit Committee, elected at the last General Meeting held in April 2011, is no longer independent, by application of the provisions in sub-paragraph b) of nr. 5 of article 414 of the Commercial Companies Code.

II.1.3.2 – The Chairman of the Board of Directors and of the Executive Committee of IMPRESA is the individual majority shareholder of IMPRESA (via the position of IMPREGER and BALSEGER) and, as such, participates in the selection of non-executive directors.

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II.1.5.1 – The Remuneration Committee elected in the last General Meeting, of April 2011, deliberated, in a meeting held on July 2011, (i) not to attribute any variable remuneration to executive members of the Board of Directors with reference to the financial years of 2011 and 2012, and (ii) subsequently, change the current annual variable remuneration model by defining a new multi-annual model (as proposed by the Board of Directors and included in the Corporate Governance Report of 2010 – Chapter II, Section IV, II.30).

II.1.5.2 – Not adopted insofar as: i) the remuneration policy in force at IMPRESA was, at the time of its implementation, defined with the support of a specialised entity in this area, such that, in the definition of the current remunerations, no comparative studies with other entities were undertaken. However, as already mentioned, the Remuneration Committee decided not to attribute a variable component in 2011 and 2012 and to define, subsequently, a new multi-annual variable remuneration policy; and ii) with respect to payments for the dismissal or termination by agreement of Directors' duties, there were no payment of remunerations indicated during the financial year under analysis and no rules were defined by the Remuneration Committee. II.2.5 – In spite of there having been a rotation of some functions during the financial year under analysis, it is considered as not adopted since the Board of Directors considers that the rotation, namely of the person responsible for the financial function, does not permit benefiting from the expertise of each director.

II.5.1 – Given the current size of the Board of Directors, IMPRESA does not comply with the first part of the recommendation relative to the existence of a committee to assess the performance of the Board and executive members. Regarding analysis of the governance model, IMPRESA does not comply with the recommendation relative to the formal existence of a specific committee; however, two members of the Board of Directors have Corporate Governance functions, which include being attentive to developments on this matter and, if necessary and/or opportune, proposing alterations to the adopted model and suggesting potential candidates with the ability to perform directors' duties.

CHAPTER I

GENERAL MEETING I.1. Identification of members of the board of the general meeting.

As laid down in point I.2 above, on 19 April 2011, the members of the Board of the General Meeting were re-elected for the four-year period 2011-2014:

Chairman: Dr. José Pedro Correia de Aguiar-Branco

Secretary: Dra. Maria de Deus Maio Madalena Botelho These members resigned from their functions, by letter dated 21 June 2011. New members of the Board of the General Meeting shall be elected at the next Annual General Meeting. Members of the Board of the General Meeting have at their disposal, the entire human resources and logistics structure of the holding IMPRESA IMPRESA – SGPS, SA, to assist them in carrying out their duties, which may be requested at any time, and includes namely: the company secretary, the financial director-general, the director of investment, communication and investor relations, the director of development and institutional relations, the director of

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internal auditing and management control, and the general administrative services, as well as all the members comprising the Executive Committee, to whom they may request any necessary information and assistance.

I.2. Indication of the start and end dates of the respective mandates.

The Chairman of the Board of the General Meeting, Dr. José Pedro Correia de Aguiar-Branco, was elected during the General Meeting held on 21 April 2006, for the present four-year period (2003-2006). At the General Meeting held on 12 April 2007, he was re-elected for the four-year period 2007-2010 and at the General Meeting held on 19 April 2011 he was once again re-elected for the four-year period 2011-2014. The Secretary, Dra. Maria de Deus Maio Madalena Botelho was elected at the General Meeting held on 12 April 2007 for the four-year period 2007-2010, and at the General Meeting held on 19 April 2011 she was once again re-elected for the four-year period 2011-2014. As mentioned in the previous point, both resigned from their functions in June 2011.

I.3. Indication of the remuneration of the chairman of the board of the general meeting.

The Chairman of the Board of the General Meeting Board earned the sum of 9,920 euros for the exercise of his functions during the financial year of 2011.

I.4. Indication of the share blocking advance period required for participation in the general meeting.

Although the memorandum of association specifies otherwise, namely regarding the need for shareholders to have their shares blocked until the General Meeting is closed, while the company is admitted to trading, the provisions of article 23-C of the Securities Code with respect to participation and voting in the general meeting shall be complied with.

I.5. Indication of the rules applicable to the blocking of shares in the case of the suspension of the general meeting.

Although the Securities Code does not provide for the blocking of shares, If the general meeting is suspended, the provisions of the preceding paragraph are applied, with regards to proof of shareholding for the purposes of participating in the continuance session of the general meeting.

I.6. Number of shares corresponding to one vote.

In accordance with article 8 of the articles of association of IMPRESA, each share corresponds to one vote.

I.7. Indication of the statutory rules that foresee the existence of shares that do not confer

the right to vote or that establish that voting rights above a certain number are not counted, when issued by a single shareholder or by shareholders related with said shareholder.

There are no statutory rules with the abovementioned characteristics. I.8. Existence of statutory rules regarding the exercise of voting rights, including constitutive

and deliberative quorum numbers or systems relative to asset composition rights.

There are no statutory rules on constitutive and deliberative quorum numbers, and the General Meetings comply with the rules established in the Commercial Company Code.

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Likewise, there are no statutory rules on systems relative to asset composition rights.

I.9. Existence of statutory rules on the exercise of voting rights by correspondence.

In accordance with article 8 of the articles of association of IMPRESA, voting by correspondence is allowed, under the following terms:

a) shareholders wishing to exercise their voting rights by correspondence shall do so regarding all points in the Agenda included with the General Meeting call notice, by expressly and clearly casting their votes;

b) voting slips must be signed; signatures shall be recognised, in legal terms, as belonging to persons empowered to vote, or in the case of natural persons, the signatures shall be accompanied by a legible copy of the respective identity cards.

c) voting slips must be enclosed in an envelope, on which the following shall be noted: “CONTAINS VOTING SLIPS ON POINTS ON THE AGENDA”;

d) the envelope containing the voting slips shall be handed in or sent to the company's registered office, by registered post with acknowledgment of receipt, together with a letter addressed to the Chairman of the Board of the General Meeting. This letter, written according to a template to be provided by the company, shall be received by the day before the date of the General Meeting;

e) votes sent by correspondence will be considered as votes against any deliberation proposals presented after they are cast.

I.10. Provision of a template for the exercise of voting rights by correspondence.

The company provides a template, on its website, for the exercise of voting rights by correspondence, according to the rules described in the previous point.

I.11. Requirement of a time interval between the reception of voting slips by correspondence

and the date of the general meeting.

Under the terms of sub-paragraph d) of the rules described in point I.9, the letter containing the voting slips shall be handed in or sent by registered post with acknowledgement of receipt and shall be received by the day before the date of the General Meeting.

I.12. Exercise of voting rights by electronic means.

The exercise of voting rights by electronic means is not foreseen.

I.13. Possibility of shareholders accessing extracts of the minutes of the general meetings on the company website during the five days following the general meeting.

The minutes of the general meetings are made available to the shareholders on the company website within 5 days following the General Meeting.

I.14. Existence of historical records on deliberations taken at the general meetings of the

company, the share capital represented and the results of voting, with reference to the 3 previous years.

Historical records on attendance lists, the agendas and deliberations taken relative to the meetings held, covering at least the 3 previous years, are kept on the company's website.

I.15. Indication of the representative(s) of the remunerations committee attending the general meetings.

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In the last General Meeting held on 19 April 2011, Dr. José Pedro Aguiar-Branco, Chairman, Mr. Alberto Romano and Mr. José Germano de Sousa, Voting Members of the Remunerations Committee, were present.

I.16. Information on the intervention of the general meeting relative to the company's remuneration policy and assessment of the performance of members of the administrative body and other directors.

The Remunerations Committee provides information on an annual basis, in the General Meeting, on the criteria adopted in the establishment of remunerations for the financial year. As to the approval of the performance of the members of the administrative body, a point for this assessment under the terms of article 455 of the Commercial Company Code is always scheduled in general annual meetings.

I.17. Information on the intervention of the general meeting with respect to the proposal relative to share attribution plans and/or share acquisition options or plans based on share price variations, for the administrative and supervisory body members and other directors, as per no. 3 of article 248-B of the Securities Code, as well as on the elements provided to the general meeting with a view to a correct assessment of those plans.

In the general meeting, no proposals were presented for the attribution of shares, and/or share acquisition options or based on share price variations, for the administrative and supervisory body members and other directors.

I.18. Information on the intervention of the general meeting in the approval of the main characteristics of the retirement benefits system applicable to administrative and supervisory body members and other directors, as per no. 3 of article 248-B of the Securities Code.

The retirement plan described in point II.33.o), created in 1987, is included in the information provided in the IPO of IMPRESA in 2000 and, since then, in all accounts documents.

I.19. Existence of statutory standard that foresees the duty of attributing, at least every five years, to the deliberation of the general meeting, the maintenance or elimination of the statutory standard that foresees a limitation to the number of votes that may be held or exercised by a single shareholder, individually or in coordination with other shareholders.

The articles of association of IMPRESA do not foresee a limitation to the number of votes.

I.20. Indication of defensive measures which automatically cause severe erosion in company assets in the case of the change of control or composition of the administrative body.

No defensive measures exist which automatically cause severe erosion in company assets in the case of change of control or composition of the administrative body.

I.21. Significant agreements involving the company and which come into effect, whether altered or ceased in the case of change of control of the company, as well as the respective effects, unless, due to their nature, their disclosure is severely detrimental to the company, unless the company is specifically obliged to disclose this information, due to other legal impositions.

Under the terms of the loan agreement concluded by Impresa Digital, in March 2005, with Banco BPI, SA, for the acquisition of 49% of the share capital of SIC, the bank may terminate the agreement or declare the early and immediate maturity of the obligation to repay the

15

borrowed funds, if the participation of Impreger in Impresa falls under 50.01% of the share capital and/ or of the voting rights of said company. Inn addition to this agreement, there are no significant agreements involving the company and which come into effect, are altered or ceased in the case of the change of control of the company, as well as the respective effects.

I.22. Agreements between the company and members of the administrative body and

directors, as per no. 3 of article 248-B of the Securities Code, which foresee the payment of compensations in the case of resignation, dismissal without just cause or cessation of the work contract, following a change of company control.

There are no agreements whatsoever between the company and members of the administrative body and directors, as per no. 3 of article 248-B of the Securities Code, which foresee the payment of compensations in the case of resignation, dismissal without just cause or cessation of the work contract, following a change of company control.

There is a management contract drawn up between the company and the deputy chairman of the Executive Committee, Dr. Pedro Lopo de Carvalho Norton de Matos, which applies if there is a cessation of the exercise of his functions due to dismissal or non-reappointment by arbitrary decision of the shareholders. This contract was approved at the General Meeting headquarters of IMPRESA, held on 17 April 2009.

CHAPTER II

ADMINISTRATIVE AND SUPERVISORY BODIES

Section I

General Subjects II.1. Identification and composition of corporate bodies.

In addition to the Board of the General Meeting, the composition of which has been described in I.1, the corporate bodies are comprised of the Board of Directors, which include an Audit Committee and a Statutory Auditor, elected by majority of votes cast during the General Meeting of shareholders. The mandate of the corporate body is four years, with their re-election permitted for successive four-year periods, without detriment to the limitations imposed by law to companies admitted to trading on regulated markets.

The composition of the Board of Directors for the current mandate (four-year period 2011-2014) is as follows:

Chairman: Dr. Francisco José Pereira Pinto de Balsemão

Deputy Chairman: Eng. Francisco Maria Supico Pinto Balsemão

Voting Members: Dr. Pedro Lopo de Carvalho Norton de Matos

Dr. Alexandre de Azeredo Vaz Pinto

Prof. Dr. António Soares Pinto Barbosa

Dra. Maria Luísa Coutinho Ferreira Leite de Castro Anacoreta Correia

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Dr. Miguel Luís Kolback da Veiga

Dr. José Manuel Archer Galvão Teles STATUTORY AUDITOR

Deloitte & Associados, SROC, SA

Substitute: Luís Augusto Gonçalves Magalhães (ROC)

II.2. Identification and composition of other committees with corporate administrative or supervisory competences.

There are two committees with corporate administrative or supervisory competences: an Executive Committee and an Audit Committee.

These Committees are composed as follows:

Executive Committee

Chairman: Dr. Francisco José Pereira Pinto de Balsemão

Deputy Chairman: Dr. Pedro Lopo de Carvalho Norton de Matos

Voting Member: Eng. Francisco Maria Supico Pinto Balsemão

Audit Committee

Chairman: Dr. Alexandre de Azeredo Vaz Pinto

Voting Members: Prof. Dr. António Soares Pinto Barbosa

Dra. Maria Luísa Coutinho Ferreira Leite de Castro Anacoreta Correia Before the Board of Directors meetings, scheduled in advance (with the exception of any extraordinary meetings) and with this scheduling being of the agreement of all, non-executive members of the board of directors, including therefore all the members of the Audit Committee, receive all the documentation related to the points of the agenda in due time, and may request additional information on any points on the agenda, propose the inclusion of other points to this agenda which they would like to see discussed, and propose to the Chairman of the Board of Directors the presence in the meeting of any employee or director of IMPRESA and its participated companies who might be related with the discussion of one (or more) points on this same agenda. The non-executive members of the Board of Directors also receive all the information and documentation of an economic and financial nature, namely investment, management control and bank debt schedules, by company, segment and consolidated, as well as other information related to the activity of the Group, such as for example information on human resources, evolution of publication sales and audiences, etc., with the same periodicity and in the same terms (quantity and quality wise) in which the information and documentation is made available to the executive members of the same Board and to the senior management of the business areas developed by the IMPRESA Group. With particular regard to the Audit Committee, the Committee meets periodically with its external auditors to assess the conditions created for the adequate execution of its work. The content of the external auditors' reports is presented and analysed in detail at these periodic meetings, which are held prior to the Board of Directors meetings, so that the Audit Committee is the first body of the Group to examine the content of the reports. The suggestions made by the external auditors aimed at improving the internal control measures of the company and implementing

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better accounting practices are subsequently presented and discussed at the headquarters of the Board of Directors. The assessment of the external auditors also constitutes a topic of discussion at the meetings of the Audit Committee, with no reason having been found so far, in the opinion of the Committee, for its dismissal and, therefore, substitution.

II.3. Operational charts or maps relative to the distribution of competences between the various corporate bodies, committees and/or departments, including information on the scope of the delegation of competences, in particular concerning the delegation of the daily administration of the company, or the distribution of functions amongst corporate and supervisory body members and list of matters which cannot be delegated.

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DISTRIBUTION OF FUNCTIONS

MEMBERS OF THE EXECUTIVE COMMITTEE

Editorial/Contents Dr. Francisco José Pereira Pinto de Balsemão

Corporate Governance, Social Responsibility, Ethics and Environment

Dr. Francisco José Pereira Pinto de Balsemão and

Eng. Francisco Maria Supico Pinto Balsemão

Market and Institutional Relations and Legal Affairs

Dr. Francisco José Pereira Pinto de Balsemão

Strategic Development and New Businesses

Dr. Francisco José Pereira Pinto de Balsemão and

Dr. Pedro Lopo de Carvalho Norton de Matos

Human Resources Dr. Pedro Lopo de Carvalho Norton de Matos

Sales and Marketing Dr. Pedro Lopo de Carvalho Norton de Matos

Finance and Management Control

Dr. Pedro Lopo de Carvalho Norton de Matos

Audit and Information Technologies and Systems

Eng. Francisco Maria Supico Pinto Balsemão

THE AUDIT COMMITTEE

Risk Management

MATTERS WHICH CANNOT BE DELEGATED

The following matters cannot be delegated by the Board of Directors:

a) co-optation of directors;

b) requests to call general meetings;

c) approval of annual reports and accounts;

d) provision of deposits and personal or real guarantees by the company;

e) change of registered office under the terms established in the memorandum of association;

f) company merger, demerger and transformation projects.

g) definition of strategic options of the Group;

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h) definition of the corporate structure of the Group. All other members of the corporate bodies may request any information relative to the activities of IMPRESA and its participated companies, from the executive directors. Usually, these requests for information are made in writing (namely by electronic mail), but they may also be made by telephone or in the presence of the persons concerned (normally during the meetings of the board of directors). After these requests have been made, and if the executive directors are unable to access all the data to enable an immediate and full response (in writing or verbally), these requests are forwarded internally to the structure of IMPRESA and/or its participated companies. In the latter case, and on average, the response to the request will take approximately 5 business days to be given to the member of the corporate bodies who requested it. If this member is not satisfied with the abovementioned answer, the process is re-started, and involves the number of iterations required until the request has been met in an entirely satisfactory manner.

II.4. Reference to the fact that the annual reports on the activities developed by the General and

Supervisory Board, Finance Committee, Audit Committee and Supervisory Board include a description of the supervisory activities carried out, referring to any constraints detected, and are disclosed on the company website, together with accounts documents.

The annual reports of the Audit Committee include the description of the supervisory activities carried out by the Committee and, when applicable, refer to any constraints detected. Such reports are disclosed on the company website, together with accounts documents.

II.5. Description of internal control and risk management systems implemented in the company,

namely relative to the process of disclosure of financial information, the system's operating method and its efficacy.

a) The General Finance Department develops the following aspects on risk control:

negotiation, contracting and management of bank financing, in order to meet the financial needs of the IMPRESA Group;

supervision, through appropriate financial instruments, with the purpose of reducing exposure to interest and exchange rate risks;

supervision of insurance contracting at the IMPRESA Group level, in order to achieve the most appropriate solutions to cover insurable risks;

b) At the level of operational subsidiaries, the applicable legislation to the corresponding sector is followed (TV Legislation, Press Legislation, AACS Legislation, Advertising Legislation), in collaboration with the Department of Development and Institutional Relations, for the purpose of minimizing the risks of any non-compliance.

c) Also at the level of operational subsidiaries, plans relative to external situations which may affect current company operation, namely fires, production stoppages, broadcasting failures, IT system failures, etc., have been established and implemented, with the objective of safeguarding people and goods, as well as ensure, as much as possible, the continuity of production not only of newspapers and magazines but also of television activities.

d) The Executive Committee, in coordination with the Audit Committee, regularly analyses and supervises the preparation and disclosure of financial information, in order to ensure a true and fair view of the same, combined with a fair review of the development of the business and, in addition, to prevent undue access to relevant information by third parties. The management of the IMPRESA Group is concerned with the adoption of a risk management policy aimed at minimising any consequences on the business, people or assets of the Group, arising from any intentional or unintentional threats.

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In the IMPRESA Group there are two bodies that enable the fulfilment of this goal. On the one hand, the Internal Audit Department (I.A.D.), which through a matrix of internal controls analyses the different business processes and verifies the effectiveness of the same, while also identifying new risks and proposing new internal controls aimed at mitigating identified risks. On the other hand, the Risk Management Office which follows and monitors different security events that might generate risks for the different Group companies. The Risk Management Office is responsible for formalising the defined strategic objectives as regards risk assumption, identifying, in combination with IAD, the risks and events that might generate risks inherent to the activities developed, analysing the impact of each identified risk and managing and monitoring the identified risks. The Risk Management Office meets periodically with the Audit Committee, disclosing and proposing measures necessary for the assessment of the risk management system implemented. The Risk Management Office has defined its activity in accordance with the following risk groups: Operational risks;

Insurance policies;

Financial risks;

Risks associated to the Pension Fund;

Risks associated to Information Technologies;

Risks of interruption of activities;

Risks of corruption;

Archives;

Premises;

Annexes. IMPRESA considers that the risk management and internal control system adopted and the operation of the Risk Management Office, in combination with IAD, ensure an effective management of risks, being adequate to the risks in the sector of activity in which the company operates.

II.6. Responsibility of the administrative body and supervisory body in the creation and operation of the internal control and risk management systems of the company, as well as the assessment of their operation and adjustment to the needs of the company.

The Internal Auditing Department executes its functions in conjunction with the Audit Committee with the objective of testing the operation of the internal control procedures implemented, as well as to develop optimised processes, so as to adjust them to the needs of the IMPRESA Group. The Audit Committee reports the results achieved to the Board of Directors and makes recommendations taking into account such results. The Audit Committee coordinates with the Risk Management Department measures related with the detection and management of identified risks, reporting the results achieved and recommendations to the Board of Directors.

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II.7. Indication on the existence of corporate body operational regulations or other rules

concerning internally defined incompatibilities and maximum number of accumulated positions, as well as the location where these may be found.

Operational regulations exist for the Board of Directors, the Executive Committee and the Audit Committee, which may be consulted on the company website.

Regarding incompatibilities, no list has been internally defined by the administrative body nor maximum number of positions directors may accumulate in the administrative bodies of other companies.

Section II

Board of Directors II.8. If the chairman of the administrative body exercises executive functions, indication of the

mechanisms to coordinate the work of the non-executive members that ensure the independent and informed character of their decisions.

In addition to all the information provided, referred in point 11.2 above, the Chairman of the Board of Directors sends to the non-executive members the documentation related to the main current matters, allowing them to keep themselves informed on these topics, even when they are not included in the agendas of the Board of Directors.

II.9. Identification of the main economic, financial and legal risks to which the company is

exposed in the exercise of its activity.

In the exercise of its activity, the company is mainly exposed to the following risks:

a) Risk of changes to the macroeconomic environment;

b) Risk of interruption of activity due to breakdown of the production systems;

c) Interest rate risk;

d) Exchange rate risk;

e) Paper price risk;

f) Risk of changes to the VAT regime applicable to the activity;

g) Risk of changes to the advertising investment market;

h) Risk of changes to the applicable sector legislation.

II.10. Administrative body powers, namely regarding deliberations on increase of capital.

In accordance with article 12 of the articles of association, the Board of Directors is empowered with the broadest of management responsibilities, practicing all acts and exercising all functions relative to relevant corporate matters, and in particular:

a) company representation, active and passive, judicially and otherwise;

b) negotiation and signing of all contracts, including arbitration conventions, regardless of their scope, nature and form, in which the company is involved;

c) acquisition, sale, encumbrance or any other form of corporate asset transaction;

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d) contracting loans, as well as provision of the necessary guarantees, regardless of their extent and nature;

e) confession, discontinuance or transactions relative to any judicial proceeding;

f) constitution of company representatives, regardless of the scope and extent of the mandate;

g) delegation of particular functions and powers to any director, within the scope established in the respective deliberation.

With reference to sub-paragraph g) delegation of functions and powers, there is an Executive Committee whose composition is described in point II.2 above. The matters that cannot be delegated are, in turn, indicated in point II.3. Regarding deliberations on capital increases, the memorandum of association does not define any empowerment of the Board of Directors, this being an exclusive matter of the General Meeting, but the Board may, however, make proposals along these lines to the General Meeting.

II.11. Information on the policy of rotation of functions of the Board of Directors, namely of the member with financial functions, as well as on the rules applicable to the appointment and replacement of members of the administrative and supervisory bodies.

There is no policy of rotation of functions of the Board of Directors. The distribution of functions is indicated annually in this Report, in point II.3 above. The General Meeting is responsible for appointing the members of the administrative and supervisory bodies at the beginning of each mandate. The replacement of a director will take place by election, within sixty days, or if there is no election, by appointment by the Audit Committee. In the latter case, the selection will be ratified in the following General Meeting, and will be valid until the end of the period for which the director had been elected. When applicable, the Statutory Auditor will be replaced by his/her substitute.

II.12. Number of meetings of the administrative and supervisory bodies, as well as reference to the preparation of the minutes of those meetings.

The following number of administrative and supervisory body meetings was held during the financial year of 2011:

Board of Directors 14 meetings

Executive Committee 16 meetings

Audit Committee 12 meetings

Minutes were prepared of all the meetings mentioned.

II.13. Indication of the number of meetings of the Executive Comittee or of the Executive Board of Directors, as well as reference to the preparation of the minutes of these meetings and their sending, accompanied by the meeting calls, as applicable, to the Chairman of the Board of Directors, the Chairman of the Supervisory Board or the Audit Committee, the Chairman of the General and Supervisory Board and the Chairman of the Finance Committee.

The minutes of all the meetings of the Executive Committee, mentioned in the previous paragraph, were prepared and made available to the members of the Audit Committee.

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II.14. Distinction between executive and non-executive members and, among these, the

breakdown of the members that would comply, if applicable to them, with the incompatibility rules established in no. 1 of article 414-A of the Commercial Company Code, with the exception of sub-paragraph b), and the independence criteria established in no. 5 of article 414, both included in the Commercial Company Code.

Executive:

Dr. Francisco José Pereira Pinto de Balsemão – Chairman of the Board of Directors and Executive Committee

Dr. Pedro Lopo de Carvalho Norton de Matos – Voting Member of the Board of Directors and Deputy Chairman of the Executive Committee

Eng. Francisco Maria Supico Pinto Balsemão – Deputy Chairman of the Board of Directors and Voting Member of the Executive Committee

Non-executive:

Dr. Alexandre de Azeredo Vaz Pinto – Voting Member of the Board of Directors and Chairman of the Audit Committee

Prof. Dr. António Soares Pinto Barbosa – Voting Member of the Board of Directors and Audit Committee

Dra. Maria Luísa Coutinho Ferreira Leite de Castro Anacoreta Correia – Voting Member of the Board of Directors and Audit Committee

Dr. Miguel Luís Kolback da Veiga – Voting Member of the Board of Directors

Dr. José Manuel Archer Galvão Teles – Voting Member of the Board of Directors With the exception of Dr. Alexandre de Azeredo Vaz Pinto and Dr. José Manuel Archer Galvão Teles, all non-executive members comply with the incompatibility rules established in no. 1 of article 414-A of the Commercial Company Code, with the exception of sub-paragraph b), and the independence criterion established in no. 5 of article 414, both included in the Commercial Company Code.

II.15. The administrative body has based its assessment of independence of its members on legal, regulatory rules and other criteria.

For assessment of the independence of the non-executive members, their C.V.s have been made available in order to analyse their professional activity, and verify the non-existence of contractual or business links with companies of the IMPRESA Group.

II.16. Indication of the rules of the process for selecting candidates for non-executive director positions and how the non-interference of executive directors in this process is ensured.

There are no rules defined for selecting candidates for non-executive director positions. The criterion used is based on professional experience and proven independence of candidates.

II.17. Reference to the fact that the annual management report of the company includes a description of the activities developed by the non-executive directors and any constraints detected.

The activity developed by the non-executive directors and any constraints detected are indicated in point C) of the single annual management report.

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II.18. Professional qualifications of the members of board of directors, indication of their

professional activities, at least during the last five years, number of company shares held and dates of first appointment and end of mandate.

* Dr. Francisco José Pereira Pinto de Balsemão – 2,520,000 shares held on 31.12.11

First appointment to the position of Chairman of the Board of Directors on 18/10/90. The current mandate refers to the four-year period 2011-2014.

Member of the Council of State (since May 2005), Chairman of the European Publishers Council (since 1999), Chairman of the Selection Board of the Pessoa Award (since 1987), member of the Selection Board of the Prince of Asturias International Cooperation Award, member of the Consejo de Protectores of Fondación Carolina (since 2001), member of the General Board of COTEC Portugal – Associação Empresarial para a Inovação (since April 2003), member of the International Consulting Board of the Santander Group (since 2004), member of the Steering Committee of the Bilderberg Meetings, member of the Board of Curators of the Portuguese- Brazilian Foundation (since April 2004), Chairman of the Council of the Faculty of Social and Human Sciences of Universidade Nova de Lisboa (since May 2009).

Was an associate professor (1987-2002) at the School of Social and Human Sciences (UNL), Chairman (1990-1999) of the Board of Directors of the European Institute for the Media, Chairman (1997-2003) of the European Television and Film Forum, organised annually by the European Institute for the Media, Deputy Chairman (1995-2003) of the Journalistes en Europe Foundation and member (1999-2002) of the Global Business Dialogue executive committee, member of the Advisory Board of the University of Lisbon (from January 2007 to May 2009).

Holds a Law Degree from the Lisbon Law School (Faculdade de Direito de Lisboa – FDL), having also attended a complementary Political and Economic Science course at the FDL. Worked as a journalist, management secretary (1963-65) and director (1965-71) of the Diário Popular newspaper. Was the founder and director of the EXPRESSO newspaper (1973-80), a founder of the Social Democrat Party (1974), parliament member and deputy chairman of the Constitutional Parliament (1975), Member of Parliament in 1979, 1980 and 1985, Assistant Minister of State for the 6th Constitutional Government (1980) and Prime Minister for the 7th and 8th Constitutional Governments (1981-83).

* Eng. Francisco Maria Supico Pinto Balsemão – 8,246 shares held on 31.12.11

First appointment to the position of member of the Board of Directors on 05.02.01. The current mandate refers to the four-year period 2011-2014.

Holds a Degree in Electrical and Computer Engineering, Telecommunications and Electronics Branch, from the Instituto Superior Técnico - I.S.T. of the Technical University of Lisbon.

Post-Graduation Course in Telecommunications Business Management (1998/99) from ISTP - Instituto Superior de Transportes, organised by the ISTP, APDC - Associação Portuguesa para o Desenvolvimento das Comunicações and by the Enterprise Institute of Madrid.

Participation and conclusion of the EJE Programme – Engenheiro Jovem Empresário (Young Enterprising Engineer (1993/1994), promoted by the State Secretariat for Youth, Junitec (Junior Enterprises of the Higher Technical Institute) and the ITEC (Instituto Tecnológico para a Europa Comunitária – Technological Institute for the European Community).

At TMN - Telecomunicações Móveis Nacionais, S.A., held the positions of International Business and Roaming Director (between October 1997 and March 2000), Product Manager at the Department of Products and Services for the Corporate Market of the Direction of Products and Services Development and Management (between April 1997 and October 1997) and Project Manager at the Department of Products and Services Innovation and Development of the

26

Direction of Communication and Marketing (between December 1995 and April 1997).

Voting member of the Board of Directors of AAAIST - Associação dos Antigos Alunos do Instituto Superior Técnico (Association of Alumnae of Higher Technical Institute Students), in 2000-2002, and chairman of the its Communication and Image Committee, from 1995 to 2000. Member of the National Direction (Southern Region/Islands) of APIGRAF - Associação Portuguesa das Indústrias Gráficas, de Comunicação Visual e Transformadoras do Papel (Portuguese Association of Graphic, Visual Communications and Paper Industries), in 2005-2007 (representing Imprejornal, Sociedade de Impressão, S.A.).

Voting member of the Board of Directors of APDC - Associação Portuguesa para o Desenvolvimento das Comunicações” (Portuguese Association for Communications Development) since 2001, chairman of the National Direction of ANJE - Associação Nacional de Jovens Empresários (National Association of Young Entrepreneurs) since 2009 (having ben deputy chairman between 2003 and 2009), member of the Board of Directors of ACEPI - Associação do Comércio Electrónico em Portugal (Association of Electronic Commerce in Portugal) since November 2005 (having been the Director of its B2C Specialised Group between 2001 and 2005), deputy chairman of the Board of Directors of AIP/CE – Associação Industrial Portuguesa/Confederação Empresarial (Portuguese Industrial Association/Enterprise Confederation) since 2007, substitute voting member of the Board of Directors of API – Associação Portuguesa de Imprensa (Portuguese Press Association) since 2007, voting member of the Board of Directors of CIP - Confederação da Indústria Portuguesa (Portuguese Industrial Confederation) since 2010, voting member of the Board of Directors of ANETIE - Associação Nacional das Empresas de Tecnologia de Informação e Eletrónica (National Association of Information Technology and Electronic Companies) since 2010, member of the General Board of APDSI - Associação para a Promoção e Desenvolvimento da Sociedade de Informação (Association for the Promotion and Development of the Information Society), liaison 23 element between IMPRESA, SGPS and COTEC Portugal - Associação Empresarial para a Inovação (Enterprise Association for Innovation) and member of the Executive Committee of the Civil Movement Novo Portugal – Opções de uma Geração (New Portugal – Options of a Generation).

Member of the Economic and Social Council (representing ANJE), member of the Advisory Board of RTP2 (representing ANJE), observer member of the Advisory Board of ICP/ANACOM – Autoridade Nacional das Comunicações (representing SIC), member of the Iberian Advisory Board of the American multinational SUN Microsystems, member of the Iberian Advisory Board of Thomson-Reuters Aranzadi, a Spanish publisher of specialised contents for the legal market, belonging to the Canadian multinational Thomson-Reuters (world leader in the provision of specialised contents for professionals: legal, tax, financial, scientific). Was a member of the assessment board of the Professional Aptitude Exams of the Telecommunications Technician courses ministered by INETE – Instituto de Educação Técnica and by EPET – Escola Profissional de Electrónica e Telecomunicações (representing APDC), and was senior advisor to Portugal of the Investment Banking Division of the multinational bank of North American origin, Lehman Brothers, from July 2006 to the bankruptcy of this institution (on 15th September 2008).

* Dr. Pedro Lopo de Carvalho Norton de Matos – no shares held on 31.12.11

First appointment to the position of voting member of the Board of Directors on 17.04.08. The current mandate refers to the four-year period 2011-2014.

Management graduate at Universidade Católica Portuguesa, in 1990.

Holds a Masters in Politics and Philosophy from Universidade Católica Portuguesa, obtained in May 1998 - Infante D. Henrique Award.

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Masters in Television Management from Boston University School of Communication, in August 1999.

Managing for Shareholder Value from INSEAD (Prof. Gabriel Hawawini), Lisbon, Portugal, in November 2005.

Advanced Management Program from Kellogg School of Management, Chicago, USA and the School of Economic and Business Sciences of Universidade Católica Portuguesa, in June 2010.

Project Finance Analyst at Banco ESSI, from September 1990 to June 1991. Advisor to the Board of Directors of Custódio Cardoso Pereira, from September 1990 to June 1991.

Representative of the Portuguese Government in the Strategic Committee on the Oceans, from June 2003 to September 2004.

Lecturer of the Media and Society course at Universidade Católica Portuguesa, from September 2002 to January 2005.

Regular literary reviewer in the newspaper O Independente, in 1990. Regular collaborator of the opinion column of the newspaper Diário Económico, from 1999 to 2001, regular collaborator of the opinion column in the magazine Meios & Publicidade, in 2006 and 2007, and regular collaborator of the political opinion column in the magazine Visão, since 2001.

Member of the Permanent External Commission for Scientific Monitoring (Comissão Externa Permanente de Acompanhamento Científico - CEPAC) of LabCom, Online Communication Laboratory, since 2011.

Member of the Selection Board of the "Personality of the Year in the Information Society Area" Award and Tribute to "One Life" of the Association for the Promotion and Development of the Information Society (Associação para Promoção e Desenvolvimento da Sociedade de Informação - APDSI), since July 2011.

* Dr. Alexandre de Azeredo Vaz Pinto – 140 shares held on 31.12.11


Holds an Economics Degree from the Instituto Superior de Ciências Económicas (Higher Economic Sciences Institute), obtained in 1961.

Deputy chairman of Caixa Geral de Depósitos (1996), non-executive director of Brisa (1998), chairman of the Board of Directors of SIBS, SA (1996), chairman of the Board of Directors of Caixa Investimentos (1996), non-executive director of UNICRE (1996), chairman of Banco Espírito Santo e Comercial de Lisboa, by appointment of the Council of Ministers (1986), deputy chairman of the aforementioned Bank (1992), deputy governor of the Bank of Portugal, by appointment by the Council of Ministers (1982), chairman of the Board of Directors of the Foreign Investment Institute, by appointment of the Council of Ministers (1977), Minister of Commerce and Tourism (between January and September 1981), chairman of the Board of Directors of the Foreign Investment Institute, resuming his former position, chairman of the Portuguese Financial Society, by appointment of the Council of Ministers (between 1974 and 1979), Secretary of State for Commerce, by appointment from 11th August 1972, having, under this position, held the position of chairman of the Portuguese Delegation of the EFTA Council of Ministers, in the sessions held in November 1972 and May 1973, in Vienna and Geneva, respectively, having chaired the proceedings of the latter; also participated in several GATT and OECD ministerial meetings. Sub-secretary of State for Commerce, by appointment from 15 January 1970 and held up to 11 August 1972. Director of Banco Nacional Ultramarino, by appointment from September 1968. Worked in the Prime Minister’s Technical Secretariat, having collaborated in the preparation of the Third Development Plan. Collaborated, as Technician of

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the Industrial Economy Department of the National Industrial Research Institute, in the preparation of the first Portuguese inter-industrial relations matrix. Subsequently involved in the study and preparation of Development Plans, having worked at the Ministry of Economy, in collaboration with a group of economists, in the programming of the industrial sector for the Intermediate Development Plan, having then been part of the Secretariat, at the Prime Minister’s Office.

Head of the Research and Coordination Department of the Portuguese Oil Company, BP.

Throughout his professional career, he has worked as a consultant for several organisations, namely CIP, where he collaborated in the preparation of an Investment Guide; as a consultant for the Transport and Tourism Corporation, he participated in the preparation of the Tourism Sector programme for the Third Development Plan.

* Prof. Dr. António Soares Pinto Barbosa – no shares held on 31.12.11


Holds a Finance Degree, from the Instituto Superior de Ciências Económicas e Financeiras (Higher Institute of Economic and Financial Sciences), of the Technical University, obtained in 1966.

Economics Professor at Universidade Nova de Lisboa.

Voting Member of the Supervisory Board of the Champalimaud Foundation

Member of the Advisory Board of Banif * Dra. Maria Luísa Coutinho Ferreira Leite de Castro Anacoreta Correia – no shares held on

31.12.11


PhD in Management, specialising in Accountancy, from ISCTE, obtained in October 2009.

Masters in Economics, from the School of Economics and Management, obtained in March 2001.

Holds a Degree in Business and Management Administration, from the School of Economic and Business Sciences of Universidade Católica Portuguesa, obtained in September 1991

Visiting Assistant Professor at the School of Economics and Management of Universidade Católica Portuguesa and at the Business Management School.

Member no. 1133 of the Order of Chartered Accountants (Ordem dos Revisores Oficiais de Contas - OROC). Member of the Admissions Examination Board of OROC. Member of the Editorial Board of the magazine Revisores e Empresas.

Member of the list of tax arbitrators of the Administrative Arbitration Board.

Member of the Scientific Council of the Portuguese Tax Association.

Director of the Masters in Audit and Tax of the School of Economics and Management at Universidade Católica Portuguesa.

* Dr. Miguel Luís Kolback da Veiga – no shares held on 31.12.11


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Holds a Law Degree, obtained in 1959, from the Law School of the University of Coimbra, having practised forensic and advisory law for 50 years, as an independent worker, mainly in the areas of civil and commercial law.

Member of UIA, União Internacional de Advogados (International Association of Lawyers), having participated in various of its Congresses, founding member of the Dr. Mário Soares Foundation and O Lugar do Desenho - Júlio Resende Foundation, member of the European Movement and Cultural Board of Eça de Queirós Foundation, Chairman of the Toponymics Commission of Porto, member of the Advisory Board of Porto Vivo – Sociedade de Reabilitação Urbana, member of the Founders Council of the Júlio Pomar Foundation, Chairman of the General Meeting of the Interposto Comercial e Industrial do Norte (Commercial and Industrial Warehouse of Porto), the Chocolate Factory Imperial (RAR Group), the Associação de Amigos do Coliseu do Porto (Association of Porto Coliseum Friends), and Interbolsa – Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, SA.

Is Chairman of the Board of the General Meeting of Banco BPI, SA.

Elected member of the National Supreme Council and of the Porto District Council of the Portuguese Lawyers Association and Chairman of the Cultural Council of the Portuguese Lawyers Association; elected a member of the Supreme Magistrates’ Council, by the Parliament, and is the National Deputy Chairman of the Portuguese Red Cross and member of the Portuguese Honours Chancellery.

Member of the various selection boards of the Pessoa Award since its foundation.

Founding member of the political party PPD, currently PSD, having participated in the preparation of its programme and promotion, dissemination and establishment in 1974-75, having been elected to the Parliament by the electoral district of Porto, as well as having been elected a member of the first National Political Committees of PPD and of several of its National Councils, and deputy chairman of PSD - Partido Social Democrata (Social Democrat Party).

Chosen by the Council of Ministers to represent Portugal in a seminar on "Non-judicial means of protection and promotion of Human Rights", organised by the European Council, held in Sienna, Italy (1982).

Representative of the former President of the Republic Dr. Mário Soares and Social Democrat 25 Party, respectively in the presidential and legislative elections, and of Dr. Rui Rio during the last local government elections in Porto.

Founding member of the A Comunidade contra a Sida (The Community against AIDS) Foundation;

* Dr. José Manuel Archer Galvão Teles – no shares held on 31.12.10


Senior partner of Morais Leitão, Galvão Teles, Soares da Silva & Associados – Sociedade de Advogados, has been practising law full-time since 1961 (except in '75 and '76 when he was Portuguese Ambassador at the UN).

II.19. Functions performed by administrative body members in other companies, including details on functions performed in other companies of the group.

* Dr. Francisco José Pereira Pinto de Balsemão

Functions performed in other companies:

a) Group Companies

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Chairman of the Board of Directors of AEIOU – Investimentos Multimédia, SA

Chairman of the Board of Directors of GESCO – Gestão de Conteúdos e Meios de Comunicação Social, SA

Chairman of the Board of Directors of IMPRESA PUBLISHING, SA

Chairman of the Board of Director of INFOPORTUGAL – Sistemas de Informação e Conteúdos, SA

Chairman of the Board of Directors of OLHARES.COM – Fotografia Online, SA

Chairman of the Board of Directors of SIC – Sociedade Independente de Comunicação, SA

Chairman of the Board of Directors of SOLO – Investimentos em Comunicação, SGPS, SA

Manager of GMTS (Global Media e Technology Solutions) Serviços Técnicos e Produção Multimédia, Sociedade Unipessoal Lda.

Manager of IMPRESA DIGITAL – Produção Multimédia (Media Zoom), Lda.

Manager of IMPRESA MEDIA SOLUTIONS – Sociedade Unipessoal, Lda.

Manager of IMPRESA.DGSM – Desenvolvimento e Gestão de Soluções Multimédia, Lda.

Manager of MEDIPRESS – Sociedade Jornalística e Editorial, Lda.

b) Non-Group Companies

Chairman of the Board of Directors of BALSEGER-SGPS, SA

Chairman of the Board of Directors of IMPREGER – Sociedade Gestora de Participações Sociais, SA

Non-executive Director of the Daily Mail and General Trust plc

Manager of Sociedade Francisco Pinto Balsemão, Lda.

Manager of Sociedade Turística da Carrapateira, Lda.

* Eng. Francisco Maria Supico Pinto Balsemão


a) Group Companies

Director of AEIOU – Investimentos Multimédia, SA

Director of GESCO – Gestão de Conteúdos e Meios de Comunicação Social, SA

Director of IMPRESA PUBLISHING, SA

Director of INFOPORTUGAL – Sistemas de Informação e Conteúdos, SA

Director of OFFICE SHARE – Gestão de Imóveis e Serviços, Lda.

Director of SIC – Sociedade Independente de Comunicação, SA

Director of SOLO – Investimentos em Comunicação, SGPS, SA



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Manager of IMPRESA SERVIÇOS – Sociedade Unipessoal, Lda.




Director of IMPREGER – Sociedade Gestora de Participações Sociais, SA

Non-executive Director of COMPTA – Equipamentos e Serviços de Informática, SA

Non-executive Director of Lifetime Value, SA.

Manager of ENCOREXPERT – Investments, SGPS, Lda.

* Dr. Pedro Lopo de Carvalho Norton de Matos


a) Group Companies

Chairman of the Board of Directors of OFFICE SHARE – Gestão de Imóveis e Serviços, Lda.

Director of AEIOU – Investimentos Multimédia, SA

Director of GESCO – Gestão de Conteúdos e Meios de Comunicação Social, SA

Director of IMPRESA PUBLISHING, SA

Director of INFOPORTUGAL – Sistemas de Informação e Conteúdos, SA

Director of SIC – Sociedade Independente de Comunicação, SA

Director of OLHARES.COM – Fotografia Online, SA

Manager of ACTING OUT – Produção de Espectáculos e Eventos, Lda.







Deputy Chairman of the Board of Directors of BALSEGER – SGPS, SA

Non-executive Director of Sociedade Agrícola da Alorna.

* Dr. Alexandre de Azeredo Vaz Pinto

Does not perform any functions in other companies.

* Prof. Dr. António Soares Pinto Barbosa

32


Non-Group Companies

Voting Member of the Supervisory Board of the Champalimaud Foundation

* Dra. Maria Luísa Coutinho Ferreira Leite de Castro Anacoreta Correia


Non-Group Companies

Chairman of the Supervisory Board of the Associação para a Escola de Gestão Empresarial

* Dr. Miguel Luís Kolback da Veiga


Non-Group Companies

Non-executive Director of Companhia de Seguros Tranquilidade, SA

Chairman of the Supervisory Board of the Condes de Campo Bello Foundation

* Dr. José Manuel Archer Galvão Teles


Non-Group Companies

Director of GT4 – Assessoria e Gestão, SA

Manager of CIPRESTE – Turismo de Habitação, Lda.

33

Section III General and Supervisory Board,

Finance Committee and Supervisory Board

II.21. Identification of members of the supervisory board, including indication of their compliance with the incompatibility rules established in no. 1 of article 414-A and whether they comply with the independence criteria established in no. 5 of article 414, both included in the Commercial Company Code. For this purpose, the supervisory board conducts the respective self-assessment.

Not applicable.

II.22. Professional qualifications of members of the supervisory board, indication of their professional activities, at least during the previous five years, number of company shares held and dates of first appointment and end of mandate.

Not applicable.

II.23. Functions performed by members of the supervisory board in other companies, including details on functions performed in other companies of the group.

Not applicable.

II.24. Reference to the fact that the supervisory board assesses the external auditor annually and the possibility of proposing to the general meeting the dismissal of the auditor with just cause.

Not applicable. II.25. Identification of members of the general and supervisory board, as well as members of

committees constituted within the former, for the purposes of individual and overall performance assessment of the executive directors, reflection on the system of government adopted by the company and identification of potential candidates with a profile for the position of director.

Not applicable.

II.26. Declaration that members comply with the incompatibility rules established in no. 1 of article 414-A, including sub-paragraph f), and the independence criterion established in no. 5 of article 414, both included in the Commercial Company Code. For this purpose, the general and supervisory board conducts the respective self-assessment.

Not applicable.

II.27. Professional qualifications of members of the general and supervisory board, as well as members of committees constituted within the former, indication of their professional activities, at least during the previous five years, number of company shares held and dates of first appointment and end of mandate.

Not applicable.

II.28. Functions performed by members of the general and supervisory boards, as well as members of committees constituted within the former, in other companies, including details on functions performed in other companies of the group.

Not applicable.

34

II.29. Description of the remunerations policy, namely including that of directors as per no. 3 of article 248-B of the Securities Code, and that of other employees whose professional activity may have a relevant impact on the risk profile of the company and whose remuneration contains a significant variable component.

Not applicable.

Section IV

Remuneration

II.30. Description of the remunerations policy of the administrative and supervisory bodies, which article 2 of Law no. 28/2009, of 19th June, refers to.

In accordance with the memorandum of association, the General Meeting elected a Remunerations Committee to establish the remunerations of the members of the Board of Directors. In a context of considerable change and competition, such as currently experienced by the IMPRESA Group, the capacity to attract, motivate and retain the best professionals in the market, as well as transform their contribution into true teamwork, will doubtlessly constitute a main critical factor for success in the near future. Therefore, it is important to emphasise the fact that the IMPRESA Group reformulated its compensation strategy for Executive Commission members in 2003, having extended it to the rest of the organisational structure, through the implementation of a new model, the main objective of which is to increase shareholder value creation and sustainability by the Board of Directors.. Hence, in terms of its architecture, the IMPRESA Group believes such a model with these characteristics shall include a component linked to performance. This approach presents a great capacity for integration with the value creation objectives, being based on a series of principles and characteristics which make it extremely interesting, namely:

its transparency;

its methodological consistence, at two levels:

model integration in a balanced manner, and compensation rules amongst the various top management levels;

relative competitiveness in terms of comparison with the best practices;

its ability to create the necessary basic elements to attract, motivate and retain the best human assets in IMPRESA Group target markets;

its capacity to ensure the convergence of interests of the shareholders with those of the Board of Directors;;

ability to optimize executive remunerations, according to their performance and value-generating ability.

35

The IMPRESA Remunerations Committee, in compliance with the mandate attributed by the General Meeting, and considering the aforementioned objectives, deliberates annually on the value of the fixed remunerations of the executive and non-executive directors, as well as on the value of the variable remunerations of the executive directors, according to the share evolution and economic performance of the Group, in an equal manner for all Executive Committee members. Hence, in the exercise of the powers attributed by the General Meeting and considering the current macroeconomic situation of the country and its impact on the activities of the IMPRESA Group, the Remunerations Committee, elected in 2011, deliberated not to attribute any variable remuneration to the excutive members of the Board of Directors relative to the financial years of 2011 and 2012, having also deliberated not to define, for the time being, a multi-annual variable remuneration system. The members of the Executive Committee of IMPRESA are, simultaneously, members of the executive committees of the various business segments (television, publishing and other holdings) where they are supported by the respective operating heads, such that only the members of the Executive Committee of IMPRESA have decision-making power regarding IMPRESA's management and business strategy. In this sense, the statement on the remuneration policy only includes the administration bodies of IMPRESA.

36

II.31. Indication of the annual amount of remuneration earned, on an individual basis, by members of the administrative and supervisory bodies, including fixed and variable remuneration and, with regards to the latter, mention of its different components, broken down into the deferred portion and the paid portion.

Remunerations of the Board of Directors

Directors Executive

Fixed Variable Total

Chairman of the Executive Commitee – Dr. Francisco José Pereira Pinto de Balsemão

371.250,00€ 0,00€ 371.250,00€

Deputy Chairman of the Executive Committee – Dr. Pedro Lopo de Carvalho Norton de Matos

313.200,00€ 0,00€ 313.200,00€

Voting Member of the Executive Committee - Eng. Francisco Maria Supico Pinto Balsemão

164.700,00€ 0,00€ 164.700,00€

Total Executive 849.150,00€ 0,00€ 849.150,00€

Directors Non-Executive

Chairman of the Audit Committee – Dr. Alexandre de Azeredo Vaz Pinto

70.875,00 - 70.875,00

Voting Member of the Audit Committee – Prof. Dr. António Soares Pinto Barbosa

70.875,00 - 70.875,00

Voting Member of the Audit Committee – Dr. Maria Luísa Coutinho Ferreira Leite de Castro Anaco-reta Correia

70.875,00 - 70.875,00

Voting Member of the Board of Directors – Dr. Miguel Luís Kolback da Veiga

37.125,00 - 37.125,00

Voting Member of the Board of Directors – Dr. José Manuel Archer Galvão Teles

37.125,00 - 37.125,00

Total Non-Executive 286.875,00€ - 286.875,00€

TOTAL 1.136.025,00€ 0,00€ 1.136.025,00€

37

II.32. Information relative to the way in which the remuneration is structured so as to permit the alignment of the interests of the members of the administrative body with the long term interests of the company, as well as relative to the way it is based on performance assessment and discourages excessive risks.

As laid down in point II.30, the Remunerations Committee, elected in April 2011, in the exercise of the powers attributed by the General Meeting and considering the current macroeconomic situation of the country and its impact on the activities of the IMPRESA Group, deliberated not to attribute any variable remuneration to the executive members of the Board of Directors relative to the financial years of 2011 and 2012, having also deliberated not to define, for the time being, a multi-annual variable remuneration system.

II.33. Regarding the remuneration of the executive directors:

a) Reference to the fact that the remuneration of the executive directors includes a variable component and information on the way in which this component depends on performance assessment;

As laid down in point II.30, the Remunerations Committee, elected in April 2011, in the exercise of the powers attributed by the General Meeting and considering the current macroeconomic situation of the country and its impact on the activities of the IMPRESA Group, deliberated not to attribute any variable remuneration to the executive members of the Board of Directors relative to the financial years of 2011 and 2012, having also deliberated not to define, for the time being, a multi-annual variable remuneration system.

b) Indication of the competent corporate bodies to conduct the performance assessment

of the executive directors;

As mentioned in the explanation for the non-compliance of recommendation II.5.1, and due to the reasons pointed out, within the corporate bodies of the company there is no Committee to assess the performance of the executive directors.

c) Indication of the pre-determined criteria for assessment of the performance of the

executive directors;

See information in the previous paragraph. d) Clear indication of the relative importance of the fixed and variable components of the

remuneration of the directors, as well as indication of the maximum limits for each component;

The values attributed, in terms of fixed and variable components, are detailed in point II.31 above. As for the maximum limits for the variable component, as laid down in point II.30, the Remunerations Committee, elected in April 2011, in the exercise of the powers attributed by the General Meeting and considering the current macroeconomic situation of the country and its impact on the activities of the IMPRESA Group, deliberated not to attribute any variable remuneration to the executive members of the Board of Directors relative to the financial years of 2011 and 2012, having also deliberated not to define, for the time being, a multi-annual variable remuneration system.

e) Indication of the deferred payment of the variable remuneration component, with

mention of the deferral period;

See information in sub-paragraph a).

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f) Explanation as to how the payment of the variable remuneration is subject to the continuing positive performance of the company over the course of the deferral period;

See information in sub-paragraph a).

g) Sufficient information on the criteria based on which the attribution of a variable remuneration in shares is determined, as well as on the maintenance, by the executive directors, of company shares that they have had access to, on the possible conclusion of contracts relative to those shares, namely hedging or risk transfer contracts, respective limit and their relation to the total annual remuneration value;

There are no incentive systems involving shares. h) Sufficient information on the criteria based on which the attribution of a variable

remuneration in share options is determined and indication of the deferral period and of the exercise price;

There is no incentive system that involves the attribution of this type of variable remuneration. i) Identification of main parameters and basic concepts of any system relative to annual

bonuses and other non-cash benefits;

See information in sub-paragraph a). j) Remuneration paid as participation in profit and/or bonuses and reasons for the

awarding of these bonuses and/or participation in profit;

With reference to the financial year of 2011, there were no variable remunerations attributed as participation in profit or bonuses to the executive members of the Board of Directors.

l) Compensations paid or due to former executive directors relative to the termination of

their functions during the financial year;

No compensations were paid or are due to former executive directors relative to the termination of their functions during the financial year.

m) Reference to the contractual limitation foreseen regarding the compensation to be

paid for dismissal without just cause of a director and its relation with the variable remuneration component;

Not applicable. n) Any amounts paid by other companies where a controlling or group relationship

exists;

Of the total indicated in point II.31, the amount of 371,250 euros was paid by the subsidiary SOJORNAL, SA, corresponding to the total remuneration of the Chairman of the Executive Committee.

o) Description of the main characteristics of the supplementary pension and early

retirement schemes for the directors, indicating whether or not they were assessed by the general meeting;

The Chairman of the Executive Committee benefits from a supplementary retirement scheme, through the Sojornal & Associadas Pension Fund, created in 1987, which covers

39

directors, journalists and other paid staff, admitted by 5th July 1993, as per the information contained in Note 37.1 of the Annex to the IMPRESA consolidated financial statements. The supplement attribution plan consists of the following rules and characteristics:

“Journalists and directors who have worked for the company for 10 years or more are entitled to a supplementary retirement subsidy, due to old age or disability, the amount of which is calculated as follows, with there being no commitments regarding future updating:

a) Journalists and directors who have worked for the company for 10 years will receive a subsidy equivalent to half the difference between the pension paid by Social Security and their pensionable salary;

b) For every year worked after 10 years, this supplement will increased by 1%, until the sum of the pension and the supplement totals 90% of their pensionable salary.

Retirement due to old age is understood as that granted to employees over 65 years of age. Retirement due to disability is understood as that recognised and granted to employees by Social Security. Pensionable salary is understood as total remunerations (base salary, bonus payments and subsidies) defined for 2002. Any employee may remain at the service of the Associate, by common agreement, after the old age retirement date. In this case, the value of the pension will be calculated as defined above, based on the pensionable salary and pensionable working time on the date the employee in question completed 65 years of age. Pension supplements will be calculated using the formula used by Social Security to calculate pensions on 5 July 1993." During the financial ended 31 December 2011, no supplements to pensions were paid by the Pension Fund. The abovementioned retirement plan is included in the information provided in the IPO of IMPRESA in 2000 and, since then, in all accounts documents.

p) Estimation of relevant non-cash benefits, considered as remuneration, not included in

the previous sections.

There were no relevant non-cash benefits, considered as remuneration, not included in the previous sections.

q) Existence of mechanisms that prevent executive directors from celebrating contracts

that call into question the validity of the variable remuneration.

Within the scope of the internal audits to the various existing processes in the IMPRESA Group, the contracts related with said processes are analysed by the Internal Audit Department, which then reports the results to the Audit Committee. The Audit Committee, whenever it deems necessary and opportune, issues recommendations to the Executive Committee of IMPRESA.

II.34. Reference to the fact that the remuneration of the non-executive directors of the

administrative body does not include variable components.

40

Pursuant to the annual deliberations of the Remunerations Committee, no variable remuneration component is attributed to the non-executive directors.

II.35. Information relative to the policy adopted by the company on the communication of irregularities (means of communication, people with legitimacy to receive the communications, treatment of the latter and indication of people and bodies with access to the information and respective intervention in the procedure).

In 2007, the Audit Committee created and approved an internal system for the communication of irregularities, aimed at the prevention and punishment of irregular situations, thereby avoiding damages caused by the continuation of irregular practices. This system, the Regulations of which are disclosed on the IMPRESA website and on the IMPRESA Group Intranet network, ensures the confidentiality of the information provided, as well as the anonymity of the persons reporting any irregularities. It also ensures the rights of IMPRESA Group company employees will not be harmed by the communication of irregular practices. The system for the communication of irregularities has five procedural phases, namely: reception and recording, preliminary analysis, judgement of the consistency of the information received, investigation and final report, including communication to the Chairman of the Board of Directors.

Section V

Specialised Committees II.36. Identification of members of the committees constituted for the purposes of individual and

overall performance assessment of the executive directors, reflection on the system of government adopted by the company and identification of potential candidates with a profile for the position of director.

There are no specific committees for the situations indicated. However, with reference to the system of government adopted by the company, two members of the Board of Directors are responsible for "Corporate Governance". Within the scope of their functions, these members carry out the continuous analysis and follow-up of developments on this matter and, when necessary and/or opportune, propose alterations to the adopted model. Up to the present date, the existing model has been considered appropriate to the structure of IMPRESA and no operational constraints have been recognised.

II.37. Number of committee meetings with administrative and supervisory competences during the financial year in question, as well as reference to the preparation of the minutes of those meetings.

See points II.12 and II.13.

II.38. Reference to the fact that a member of the remunerations committee has knowledge and experience in remuneration policy.

Any member of the Remunerations Committee has knowledge and experience in this matter, due to the pursuit of their professional activity.

II.39. Reference to the independence of natural or legal persons contracted for the remunerations committee by employment contract or service delegation contract relative to the board of directors, as well as, when applicable, the fact that these people have a current

41

relationship as consultants of the company.

No member of the Remunerations Committee has an employment contract, service delegation contract or consultancy contract with the company.

CHAPTER III

INFORMATION AND AUDITING III.1. Capital structure, including indication of non-negotiable shares, different share categories,

their rights and obligations and percentage of capital represented by each category.

The company's share capital is 84,000,000 de euros, represented by shares of 0.5 euros each, all negotiable. All shares have the same rights and there are no different types of shares.

III.2. Qualified shareholdings in the issuer’s share capital, calculated according to article 20 of the Securities Code.

Qualified shareholder Number of Shares

Held Percentage of voting rights

IMPREGER – Sociedade Gestora de Participações Sociais, SA

* Directly * Through the Chairman of the Board of Directors, . * Dr. Francisco José Pereira Pinto de Balsemão * Through the Deputy Chairman of the Board of Directors,* Eng. Francisco Maria Supico Pinto Balsemão Through the Chairman of the Supervisory Board, Dr. António Flores de Andrade

Total imputable

the company BALSEGER, Sociedade Gestora de Participações Sociais, SA, which is 99.99% owned by Dr. Francisco José Pereira Pinto de Balsemão, such that the said voting rights are likewise imputable.

84.514.588

2.520.000

8.246 160

87.042.994

50,306%

1,500%

0,005%

0,000%

51,811%

Ongoing Strategy Investments, S.G.P.S., SA (a)

* Directly * Through Investoffice – Investimentos e Consultoria Financeira, SA * Through CTN – Conteúdos Transnacionais, SA * Through the member of the administrative body

Total imputable

(a) – Ongoing Strategy Investments, S.G.P.S., SA is majority owned by the company(RS Holding, SGPS, SA, which is 99.99% owned by Mrs. D. Isabel Maria Alves Rocha dos Santos, such that the said voting rights are likewise imputable to her.

2.180.000

32.282.214 5.880.000

20.000

40.362.214

1,298%

19,215% 3,500% 0,012%

24,025%

Madre – Sociedade Gestora de Participações Sociais, SA (a)

* Directly

Total imputable

(a) – Madre – Sociedade Gestora de Participações Sociais, SA is controlled by Madre – Empreendimentos Turísticos, SA, which in turn is controled by Mr. António da (a) – Silva Parente, such that the said voting rights are likewise imputable to him.

8.344.362

8.344.362

4,967%

4,967%

42

BANCO BPI, SA

* Directly * Through BPI Vida – Companhia de Seguros de Vida, SA

Total imputable

6.200.000 10.498

6.210.498

3,690% 0,006%

3,696%

III.3. Identification of shareholders with special rights and description of these rights.

There are no special rights.

III.4. Any share transaction restrictions, such as clauses of consent to divestiture, or limitations to shareholding.

There are no restrictions on the transmissibility of shares.

III.5. Agreements outside the scope of the memorandum of association known to the company and which may lead to restrictions on the transmission of securities or voting rights.

There are no agreements outside the scope of the memorandum of association known to company and which may lead to restrictions on the transmission of securities or voting rights.

III.6. Applicable rules to alteration of the company's articles of association;

There are no rules on the alteration of the company's memorandum of association, except those resulting from the applicable legislation.

III.7. Control mechanisms established for any system involving employee shareholdings, where the voting rights are not directly exercised by the employees in question.

There is no system involving the holding of company shares by employees.

III.8. Description of issuer share price evolution, namely including the following:

a) Issue of shares or other securities allowing share subscription or acquisition;

b) Results announcement;

c) Payment of dividends, by share category, including indication of net amounts per share.

43

Main Dates:

1. 14 March 2011 Presentation of the Accounts for 2010

2. 19 April 2011 IMPRESA General Meeting

3. 9 May 2011 Presentation of 2011 1st Quarter Accounts

4. 28 July 2011 Presentation of 2011 2nd Quarter Accounts

5. 28 October 2011 Presentation of 2011 3rd Quarter Accounts

III.9. Description of the dividend distribution policy adopted by the company, identifying the

value of the dividend per share distributed in the last three financial years.

For the purposes of distribution of the results of the financial year, namely dividends, the individual accounts of IMPRESA are considered, prepared based on the IFRS/IAS standards. On the other hand, the IMPRESA company memorandum of association establishes that “during the assessment of the accounts, the General Meeting shall distribute profits relative to the previous financial year, if they exist, in the following manner:

a) 5% to the legal reserve fund, as long as its constitution or reintegration is necessary;

b) the remainder to be applied as determined by the majority, during the General Meeting.”

According to applicable legal dispositions, the deliberation of the General Meeting on the distribution of the remaining financial year results shall consider the following:

coverage of losses from previous financial years;

constitution or reinforcement of other reserves determined by law or constituted by General Meeting deliberation;

dividend distribution policy regarding shareholders.

0,3

0,5

0,7

0,9

1,1

1,3

1,5

Performance of IMPRESA Shares 2011

1 23

4

5

44

In line with the proposal of the Board of Directors, contained in the Management Report of 2010, to cover the negative retained earnings by using a sum withdrawn from the share issues premium item, which was approved by the General Meeting held in April 2011, the Board of Directors believes that the conditions are in place for defining a regular dividend distribution policy. In this sense, in the course of 2012 a dividend distribution policy shall be approved by the Board of Directors, considering the restrictions imposed and defined in the bank financing agreements of the IMPRESA Group, as laid out in note 30 of the annex to the consolidated financial statements.

III.10. Description of the main characteristics of share attribution and share acquisition option plans adopted or effective in the financial year in question, including justification of the plans adopted, category and number of beneficiaries, attribution conditions, clauses relative to the non-divestiture of shares, share price criteria, prices relative to exercise of share options, period of exercise of share options, characteristics of the shares to be attributed, share acquisition or share option incentives and competence of the administrative body to execute or alter the plan in question.

Indication:

a) Of the number of shares necessary to enable the exercise of share options attributed and of the number of shares necessary to enable the exercise of exercisable share options, with reference to the beginning and end of the year;

b) Of the number of share options attributed, exercisable and extinguished during the year;

c) Of the assessment at the general meeting of the characteristics of the plans adopted or effective in the financial year in question.

There are no share attribution or share acquisition option plans which are effective or have been adopted at IMPRESA.

III.11. Description of main business elements and operations occurred between the company, on one side, and, on the other side, administrative and supervisory body members or companies in a control or group relationship, provided that these are economically significant to any of the parties involved, except with respect to businesses or operations which, cumulatively, are carried out according to normal market conditions for similar operations and are part of the company’s normal business activity.

It shall be noted that of the two rental contracts celebrated, indirectly, with the shareholder and Chairman of the Board of Directors, Dr. Francisco Pinto Balsemão, mentioned in previous reports and included in the brochures prepared for the occasion of the entry into the stock market in June 2000, and IMPRESA share capital increase in October 2003, at Euronext, only the contract relative to the IMPRESA registered office is still valid. In addition to the content of the previous sub-paragraph, there were no economically significant businesses or operations in 2011, between the company and the members of its administrative and supervisory bodies, qualified shareholders or companies in a control or group relationship.

III.12. Description of the main business elements and operations undertaken between the company and qualified shareholders or entities that are in any relationship with it, under the terms of article 20 of the Securities Code, outside of normal market conditions.

There are no contracts, businesses and operations carried out between the company and qualified shareholders or entities that are in any relationship with it, under the terms of article 20 of the Securities Code, outside of normal market conditions.

45

III.13. Description of the procedures and criteria applicable to the intervention of the supervisory

board for the purposes of prior evaluation of the business to be carried out between the company and owners of the qualifying holdings or entities which are in any relationship with it, under the terms of article 20 of the Securities Code.

The requests of the Executive Committee for prior evaluation of the business to be carried out between the company and owners of the qualifying holdings or entities which are in any relationship with it, under the terms of article 20 of the Securities Code, shall be made to the Audit Committee and, whenever possible, accompanied by appropriate justification, namely regarding the cost and alternatives considered. The Audit Comittee defined those businesses that represent more than 1% of the variable costs of the consolidated Group of the year prior to that in which the same were incurred as being of significant relevance.

III.14. Description of the statistics (number, average value and maximum value) relative to the business subject to the prior intervention of the supervisory board.

In 2011, there was only one business subject to the prior intervention of the Audit Committee, in the amount of 7.9 M€.

III.15. Indication of the provision, on the company's website, of the annual reports on the activity developed by the general and supervisory board, finance committee, audit committee and supervisory board, including indication of any constraints which have been detected, together with accounts documents.

The annual reports of the Audit Committee include the description of the supervisory activities carried out by the Committee and, when applicable, refer to any constraints detected. Such reports are disclosed on the company website, together with accounts documents.

III.16. Reference to the existence of an Investor Support Office or similar service, including the following:

a) Duties of the Office;

Following entry into the then existing Lisbon and Porto Stock Exchange, in 2000, IMPRESA created the Department of Communication and Investor Relations, in order to ensure institutional relations and the disclosure of information to the vast universe of shareholders, potential investors, analysts and stock markets where IMPRESA shares are negotiable and the respective regulatory and supervisory entities, CMVM and Euronext.

The Department of Communication and Investor Relations of IMPRESA thus performs an important role in pursuit of that goal, allowing the maintenance of an adequate relationship with shareholders, financial analysts and potential investors of IMPRESA, namely through the participation in specific conferences and holding of road-shows at the main stock markets.

The main function of this Department, instituted in 2000, consists of acting as an agent between the Executive Committee of the Board of Directors of IMPRESA and investors and financial markets in general, being responsible, within the scope of its normal activity, for all information provided by the IMPRESA Group, both with respect to the disclosure of relevant facts and other communications to the market, as well as the publication of periodic, quarterly, half-year and annual financial statements.

b) Type of information provided by the Office;

In order to perform its functions, this Department maintains a flow of constant communication with financial investors and analysts in Portugal and abroad, providing all necessary

46

information and clarifications to respond to the requests made by these entities, in compliance with the applicable legal and regulatory provisions.

c) Office contacts;

R. Ribeiro Sanches, 65 – 1200-787 Lisbon Telephone: +351-213929780 Fax: +351-213929787. Email: [email protected]

d) Company website;

The company website address is "www.impresa.pt". e) Identification of the representative for market relations.

The representative for market relations and Director of Communication and Investor Relations is Eng. José Freire, who reports to the Executive Committee.

III.17. Indication of value of the annual remuneration paid to the auditor and other natural or legal

persons included in the same network, supported by the company and/or legal persons in a control or group relationship, as well as details on the percentage relative to the following services:

The fees paid to the auditor or other entities included in the same network, reached the total amount of 403,460 euros in 2011, distributed as indicated below: a) Statutory audit services;

390390 euros (96.76%) b) Other reliability assurance services;

6,200 euros (1.54%) c) Tax consultancy services;

6,870 euros (1.70%) d) Services not included under statutory audit services.

0 euros (0%) If the auditor provides any of the services described in sub-paragraphs c) and d), a description shall be made of the means to safeguard the independence of the auditor. For the purposes of this information, the concept of network is as defined in Recommendation of the European Commission no. C (2002) 1873, of 16 May.

The Audit Committee, in coordination with the General Finance Department of IMPRESA, guarantees that the auditing services contracted, approved by it and mentioned in its Annual Report, do not call into question their independence. It shall be noted that the services rendered within the scope of sub-paragraph b) focus mainly on the verification of the contractual obligations provided for in the financing agreements, required by the banking entities (certification of covenants).

III.18. Reference to the rotation period of the external audito

The Audit Committee of the IMPRESA Group assessed and discussed the auditor's independence

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conditions, having followed-up and assessed on a regular basis the performance of the external auditor's functions, as well as the advantages and costs of the external auditor's substitution. Within this scope, the Audit Comittee, as included in its activity report relative to the financial year of 2011, concluded that the external audit and statutory audit activity was adequate, with the Group having opted for the maintenance of the external auditor. During the financial year ended 31 December 2009, Deloitte & Associados, SROC, external auditor and statutory auditor of the company, indicated a new partner to represent it.

lisbon, 14th march 2012 single management report 2011 in compliance with the demands required by law...

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