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ANNUAL REPORT

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AnnuAl RepoRt

AnnuAl RepoRt

2

CONTENTS I. Message from the Board of Directors 3

II. Main Indicators 5

III. economic Framework 6

IV. Board of Directors Report 8

A. Strategic planning and Management Control 8

B. port Business 10

1. General Vessel traffic 10

2. Cargo Handling 13

3. passenger traffic 20

4. nautical Recreation and Maritime-touristic Activity 24

5. property Management 27

C. Studies and projects 29

D. Construction and Conservation 34

E. Security and port operations 35

F. Human Resources 36

G. Computer Science and Communications 43

H. Marketing 47

I. Investments 52

J. Analysis of economic and Financial Condition 54

K. proposal for the Appropriation of profit 61

V. Corporate Governance 62

VI. Accounts for the Financial Year 105

A. Analytical Balance Sheet 106

B. Statement of Income by nature 110

C. Statement of Income by Functions 112

D. Cash Flow Statement 113

E. Annex to the Balance Sheet as of 31 December

2008, to the Statement of Income by nature and

Functions and to the Cash flow Statement 115

VII. legal Certification of Accounts 152

1. Report and Fiscal Approval by the Superior

Supervisory organ 153

AnnuAl RepoRt

IMessage from

the Boardof Directors

3

As is common knowledge, the world’s economy has been facing a crisis since mid-2008, worsened by the crisis in the financial system, with significant impacts on the level of standards and traditional models of development, and it is uncertain how long this will last.

the port of lisbon as a multi-functional port within international networks naturally began, principally during the last months of 2008, to feel the effects mainly in terms of traffic of solid-bulk and, to a lesser degree, containerized load.

Despite this situation, visible in the data presented in this report, and that will have, as foreseen, more serious effects on traffic in 2009 and part of 2010, it is with great satisfaction that the port of lisbon also reports a significant growth in cruise traffic. In 2008 recorded numbers exceeded previous highs.

During 2008, because we consider that the future is also prepared in times of crisis, not withstanding existing doubts, it was possible to provide continuity to some strategic projects, be it those resulting from the Strategic Guidelines for the Maritime-port sector, coming from the Secretary of State for transport, or those from Apl’s own Strategy.

this includes, among others:

the project and agreement relating to the development of the Alcântara Container terminal and respective rail and fluvial accesses, with consequential effects on port activity, on intermodality and the reinforcement of urban mobility.

the identification and definition, physical, financial and economic works, in cooperation with RAVe and other institutions, of mitigating solutions associated to the implementation of the planned third Crossing of the tagus River. this was done so as not to have impeding effects on port activity and the management of some zones of the estuary.

Daniel esaguy / Member

Sandra Ayres / Member

Manuel Frasquilho / Chairman

IMessage from

the Board of Directors

4

the continuation of works to prepare the riverfront at Santa Apolónia to receive the new and essential Cruise terminal, and the start of works, in conjunction with lisbon City Council and Sociedade Frente tejo, on the joint definition of the new terminal and respective accesses, as well as its integration into the adjacent urban area.

Definition of the riverfront zones for the eleven Municipalities that interconnect with areas under Apl management, those with and without port activity, current or future, aiming at, in accordance with governmental guidelines, the creation of alternative conditions of eventual urban integration.

the conclusion of process pCoM – between the ports of lisbon, leixões and Sines and Customs Administration (DGAIeC) - and the beginning of extension works to other port operators for the creation of the so-called “unique port Window”.

In financial and economic terms the results achieved confirm the continuity of a cycle of positive results, with a net Result in the Fiscal Year of 768 320 euros that, not withstanding its reduction by comparison with the results from the previous Fiscal Year, it is still placed above the values that were foreseen.

An increase of 153% in operating Results was achieved, that reached 3 243 518 euros in 2008 versus 1 283 856 euros in 2007. Financial Results show an increase of 55% (2008: - 3 804 418 euros, 2007: - 2 107 211 euros) due to the increase in the bank debt for investments carried out in 2008 - 29 458 466 euros - and because of the increase in spreads in the last trimester of the year following the serious worldwide financial crisis, with a devastating impact felt at the end of 2008 and no doubt, in years to come.

the work carried out in the Fiscal Year and the results presented, above all at this moment of international crisis, were only possible because of

the efforts, professionalism and dedication of Apl collaborators. It is only right to explicitly express our gratitude. We are certain that with their collaboration that we will ensure the accomplishment of our set targets.

A thank you is still owed to our line Ministries for their support and understanding shown in the development of our activities and projects. thanks are also due to our Suppliers and Customers, both direct and indirect, and to our port Community for their vital support, always available to us in the fulfillment of our promise to develop and to manage the port of lisbon as one of the essential port bases of the european Atlantic front, in its relationship with the world, and as one of the fundamental links in the economic development of the Metropolitan Area of lisbon and of the Country.

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IIMain Indicators

INDICATORS unit: 2008 2007 Variation 2008 / 2007

TrafficMaritime navigation passengers nº 407 508 305 185 33,5%Container traffic nº 371 957 372 476 -0,1%Cargo 1000 ton 13 580 13 979 -2,9%

Staffpermanent Active Staff (31 Dec. 2008) nº 349 350 -0,3%Staff Costs thousand euros 15 199 19 069 -20,3%total Staff Costs (including post-work benefits) thousand euros 21 897 25 821 -15,2%

Economic Performanceturnover thousand euros 50 544 49 425 2,3%operating Cash Flow thousand euros 3 244 1 284 152,6%eBItDA (1) thousand euros 17 908 15 453 15,9%net profit thousand euros 768 1 777 -56,8%

Financial Performanceprofitability of Services Rendered (earnings before Depreciations and prov. / Services Rendered)

% 35,4 31,3 4,2 p.p.

Assets profitability (net Result / Assets) % 0,2 0,5 -0,3 p.p.equity profitability (net Result / Assets)

% 0,6 1,3 -0,8 p.p.

Financial Autonomy (equity / total Assets) % 34,3 35,9 -1,6 p.p.

Balancetotal Assets thousand euros 391 781 374 112 4,7%equity thousand euros 134 108 134 228 -0,1%Borrowed Capital thousand euros 257 673 239 884 7,4%

Other Indicatorsoperating Margin before Depreciations and provis. % 35,4 31,3 4,2 p.p.operating Margin % 6,4 2,6 3,8 p.p.Gross Added Value thousand euros 37 778 38 907 -2,9%GAV/Average number of Workers thousand euros 108 111 -2,6%

(1) eBItDA - earning Before Interest taxes, Depreciation and Amortisation

IIIeconomic

Framework

6

the World economy

the year of 2008 was marked by the worst financial crisis of the last decades triggered by the crash in the sub-prime housing market in the uSA and worsened by the subsequent lack of confidence in the markets.

Despite the various concerted actions, an inedited effort of cooperation between the monetary authorities and governments of the main world economies, the crisis translated into a severe lack of liquidity of the financial system, which spread to the real economy as of September.

throughout the year, with a strong increase from the middle of September, some large north American and european financial institutions, with particular emphasis on investment banking, publicly revealed their solvency problems, which led to the reorganization of the financial system in these countries, with bankruptcies, mergers and acquisitions and to the nationalization or potential nationalization of financial institutions even in countries where historically state intervention was always reduced.

the shareholder market was severely hit by the financial crisis, also with accentuated drops in the prices of shares of non-financial companies.

the liquidity crisis was reflected in the high growth in interbank rates and in the increase of credit spreads and private debt that remained high even after successive measures of liquidity injection/support taken by the monetary authorities of the biggest world economies, as such affecting the economic activity of companies and also individuals.

the central banks and national governments of various countries, in particular those of the uSA and eu took diverse measures, initially

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IIIeconomic

Framework

7

casuistic, that often in practice represented the nationalization of financial companies in difficulties. But, with the sharpening of the financial crisis, these measures began to take on a more systematic character, with some concerted between the various countries.

the deceleration of worldwide growth that had been felt since the 4th trimester of 2007 was accentuated in the second semester of 2008, reflecting the worsening of the financial crisis. the growth of the economy in 2008 did not exceed 3.4% (5% in 2007). this evolution was due, in large part, to the strong deceleration of the economies of developed countries, most of which already entered a recession in the 4th trimester of 2008.

the forecasts of the generality of the international economic institutions, by the way, point to a contraction of the economies of developed countries in 2009, which if it were to happen, would represent the first annual contraction after the second world-war.

In developed countries, the growth rate of the GDp started to decelerate in 2006 due to the increase in the price of raw materials, in particular petroleum and raw food materials, and to the reduction in real estate prices.

In 2008, in the euro Zone, the GDp grew by only 1.2%, in accordance with the forecasts of the european Commission (2.9% in 2007), taking into account the generality of the countries that compose this zone, as well as those that compose the european union, entering into technical recession in the 3rd trimester of this year.

the portuguese economy

the financial crisis affected, as was to be expected, the portuguese economy. portugal saw a significant economic slowdown that resulted in a growth of the GDp of 0.3% (2.0% in the previous year).

It will have been the ninth consecutive year of distancing versus the average of the eMu. the final part of the year was characterized by significant economic contraction. the deceleration of activity was generalized – investment followed a descending trend, as shown in the data, reflecting the internal and external conjuncture. exports showed an accentuated drop in the last trimester, a situation that had not been seen since the beginning of the decade of 1980, above all reflecting the economic slowdown of the eu, a destination for 75% of portuguese external sales. the situation was not worsened in virtue of the diversification of destination markets that has been observed throughout the last years, notably Angola and Asia. Reflecting the economic cycle, imports also showed a clear contraction. even still, this would not have permitted an improvement in the Balance of Goods and Services, where the deficit is estimated to have reached 8.0% of the GDp. private consumption was the component the least affected, but even still showed signs of the contraction in credit activity, the accentuated increment in interest rates until last october, and the reduction of available income due to the increase in energy factors. Inflation followed a speculative trend, registering 2.8%, an increase versus 2007.

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IVBoard of

Directors Report

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A. Strategic planning and Management Control

With the conclusion of the peDpl (Stategic Development plan of the port of lisbon) in 2007, development areas were identified, from which a definition of key actions for change (projects) were defined. the objective was to reinforce the competitiveness of the port of lisbon and making it more efficient and effective.

the following projects were defined as priorities:

1 - logistic platforms

2 - port environment

3 - Cruises

4 – Recreational boating

5 - Commercial development

6 – QSA Certification

7 - Complementary factors of competitiveness

8 – Consultation with Municipalities

In 2008 the following activities were developed with respect to the implementation of the aforementioned projects:

Conclusion of the definitive version of the document to present to lisbon City Council, in light of the Definition of the Management Model for the new Santa Apolónia Cruise terminal.

elaboration, for appreciation by the Board Members, of the terms of reference, specifications, chronogram and team for the recreational boating project.

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participation of a dedicated team in a training session on the ISo 9001:2000 Standard and preparation of a strategy proposal for the start of a project to address the organizational structure, in order to promote the involvement of the organization in the preparation of the initial diagnosis.

Conscientious of the importance of the tagus estuary as a factor of territorial cohesion in the Metropolitan Area of lisbon, Apl intensified its dialogue with the 11 cities where it possesses areas of jurisdiction. It was already possible, taking advantage of the Integrated program of Riverfront Valuation, to present candidacies in partnership with the City Councils of Moita, Barreiro, and Alcochete. Apl also initiated new candidacy processes with the City Councils of Montijo and Vila Franca de Xira.

Apl actively participated in the First Meeting of Cplp ports, which took place in leixões in September 2008. this meeting constituted an opportunity to strengthen cooperation perspectives with the diverse ports of countries with portuguese as their official language. It also created opportunities to strengthen and to develop commercial activities and business relationships with many of these countries.

Some specific initiatives were created in terms of professional training for countries with portuguese as their official language (pAlops). the program of training actions for Cape Verde ports is one example. this was established and is being developed with Cape Verde enApoR and counts with the indispensable cooperation of Aopl - Association of operators of the port of lisbon.

the creation of the “Forum for the Simplification of procedures” was identified as an initiative directed towards the improvement of the logistic offer of the port, with a view to contributing to increasing fluidity of logistic chains, services that they will be able to offer, and to reducing logistic costs.

the necessity and need to introduce processes of simplification at ports was taken into consideration, causing the government to include a respective measure, M189 - legislative and procedural simplification in portuguese ports, in the SIMpleX 2007. the port of lisbon will have to provide adequate practical contribution towards this objective.

Finally, special recognition was given to the pCoM (Common port platform), as a technological platform that implements the working model of the unique port Window (Janela Única portuária), which is equally consigned in measure 308 of the Simplex.

the forum began its activities in May 2007, with 2008 allowing for the consolidation of its activity, initiatives and intended results. Seven formal meetings were conducted.

Recognition has been given to the positive work developed by the forum benefiting the process of simplification of procedures at the port of lisbon, with visible results in some areas (e.g. the approval of the Code of Conduct for Cruise Activity), but also by the fact that it was possible to apply the principle that through knowledge and debate among all parties – public entities and enterprise sectors – it will always be possible to find the best ways and solutions for problems and difficulties that appear.

participation in the organization of the IV port-City Relations Course, related to the subject “Sustainability in the Valuation of Riverfronts of the tagus and Sado estuaries”.

participation in the VI port-City Relations International Course by Santander dedicated to the theme “ports as an educational resource”.

In the scope of Iberian promotion, Apl was present, in conjunction with Cp Carga, Iberol, Comismar tertir, at logitrans 2008 - transport and logistics Fair, which took place in Madrid.

10

In addition to the previously mentioned actions, it is still important to refer to the organization of diverse visits of delegations and foreign universities:

- Delegation from Finland (town Council Mayors)

- Delegation from Sweden (Supervisors from the Ro-Ro terminal at the port of Gothenburg)

- Delegation from thailand (collaborators from the Ministry of Industry)

- École Supérieure des Sciences Économiques et Commerciales (France)

- university of Savoie (France)

Studies and planning

During 2008 analyses, some directly, others in collaboration with business areas and/or with external entities were developed with the intention of understanding the competitive position of the port of lisbon in a global context, thus contributing to the increase in its capacity for value creation for stakeholders.

of the various analyses and studies developed, the following are particularly worthy of mention:

- economic and financial positioning of the port of lisbon in the Iberian port market

- logistic platforms

- the new lisbon Container terminal

- Management Indicators

- observatory of port Work

Besides the aforementioned, a process to reorganize the Alcântara Container terminal was analyzed. this project had a structuring character for the port and would decisively influence short/medium and long-term development policies. the participation of the port of lisbon at logitrans 2008, and an analysis and opinion related to the “pet - Strategic plan for transports 2020” were also prepared.

B. port Business

1. General Vessel traffic

In 2008, a total of 3.455 vessels arrived at the port of lisbon, in other words, 8 more vessels than in the previous year. this variation in the entrance of vessels resulted from the increase in the number of port calls by foreign vessels (+22), while the number of national vessels was reduced (-14).

Such a fact was due to the great increase in port calls of container-ships (+61), passenger vessels (+54), gas transporting vessels (+13) and granary ships (+4). Alternatively, a significant drop was observed in the number of mixed vessels of cargo/containers (-139) and of cargo vessels (-40). An increase in port calls of fishing vessels (+8) and non-commercial boats (+26) were also visible.

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the gross tonnage of ships (Gt) totaled around 43.6 million, that is, a value superior by 4.9 million to that registered in 2007 (+12.6%).

traffic at the port of lisbon was predominantly constituted of vessels for short distances, with Gt classes of between 2.000 and 10.000, representing approximately 58% of the total.

the division by number and Gt of national and foreign vessels by type is shown in the following table:

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VESSEl TRAFFIC 2008 2007 2006 Variation 2008 / 2007

Variation2007 / 2006

nº Gt nº Gt nº Gt nº Gt nº Gt

GT Total 3 455 43 620 933 3 447 38 731 202 3 527 37 349 654 8 4 889 731 -80 1 381 548

national 507 2 173 925 521 2 202 733 467 2 267 111 -14 -28 808 54 54

Foreign 2 948 41 447 008 2 926 36 528 469 3 060 35 082 543 22 4 918 539 -134 -134

trade vessels 2 947 27 436 145 3 025 26 397 489 3 067 26 273 019 -78 1 038 656 -42 124 470

Fishing vessels 9 7 868 1 1 737 6 9 137 8 6 131 -5 -7 400

tourism vessels 308 15 723 268 256 11 873 065 269 10 503 684 52 3 850 203 -13 1 369 381

Warships and others for not-trading purposes

191 453 652 165 458 911 185 563 814 26 -5 259 -20 -104 903

GT Average -- 12 625 -- 11 236 -- 10 590 -- 1 389 -- 646

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2. Cargo Handling

In 2008 the movement of cargo totaled 13.580 thousand tons, which translates as a decrease of 2.9% (- 399 thousand tons) compared with 2007.

Maritime cargo traffic presented a total of 13.031 thousand tons, a reduction of 169 thousand tons. this result was principally due to the significant drop in imports of solid bulk - less 278 thousand tons - and to the reduction in general break-bulk, as much embarked as disembarked - less 75 and less 9 thousand tons, respectively. However, there was an important growth in the movement of disembarked liquid bulk - more 169 thousand tons - and embarked liquid bulk - 42 thousand tons.

nº oF VASSelS(thousonds)

4000

3000

2000

1000

0

3 45

5

3 44

7

3 52

7

2008 2007 2006

CARGo HAnDlInG(thousand tons)

15 000

10 000

5000

1000

0

779

518

12 2

45

549

2008 2007 2006

13 2

00

13 0

31

Maritime Cargo

River Cargo

VeSSelS enteReD

Gross tonnage (Gt)

(tonnage)

40 000

30 000

20 000

10 000

0

11 2

36

10 5

90

38 7

31 2

02

37 3

49 6

54

Averge tonnage (Gt Average)

2008 2007 2006 2008 2007 2006

43 6

20 9

33

12 6

25

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Maritime Cargo (thousand tons.)

2008 2007 2006 Variação (%)

2008 / 07 2007 / 06

TOTAl 13 031 13 200 12 245 -1,3 7,8

Solid bulk 5 328 5 606 5 056 -5,0 10,9

liquid bulk 1 608 1 387 1 450 15,9 -4,3

General Cargo 6 095 6 207 5 740 -1,8 8,1

Containerized Cargo

Content 4 480 4 503 4 080 -0,5 10,4

tares 1 197 1 210 1 118 -1,1 8,2

Ro-ro Cargo 13 5 5 160,0 0,0

Break bulk 405 489 537 -17,2 -8,9

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In fact, in the year 2008, total disembarked liquid bulk was 1.323 thousand tons, that is, more 14.7% than the value registered in 2007.

of this type of traffic the imports of fuel-oil, with 540 thousand tons (+ 12.0%), of petroleum, with 378 thousand tons (+30.4%), of sulfuric acid, with 60 thousand tons (+16.7%), of gasoline, with 54 thousand tons (+46.4%), of acrylonitrile, with 48 thousand tons (+1.6%) and of soya oil, with 32 thousand tons (+ 252.2%) are most noteworthy.

With regards to embarked liquid bulk, the total reached almost 235 thousand tons, a value superior by 21.9% to that verified in 2007, due principally to the increases in petroleum embankments, with 77 thousand tons (+509.3%) and in biodiesel, with 66 thousand tons (+3.9%), despite the big drop in the exports of soya oil, of 7 thousand tons (-76.5%).

A total of 4.496 thousand tons of disembarked solid bulk was verified. that is, less 5.8% compared with 2007 figures. Significant positive variations were noticed in the importation of seed flour and oleaginous fruit were observed (more 87 thousand tons), of sorghum (more 76 thousand tons), of sugar-cane (more 70 thousand tons), and of wheat (more 40 a thousand tons). on the other hand, negative variations were seen in the importation of corn (less 229 thousand tons), of scrap iron and iron waste (less 147 thousand tons), of soya (less 94 thousand tons) and of forage (less 68 thousand tons).

embarked solid bulk totaled approximately 832 thousand tons, an identical value to that noted in the previous year. this result was a consequence, essentially, of an increase in the traffic of forage, more 57 thousand tons and of an important fall in cement exports, less 53 thousand tons..

MARItIMe CARGo BY tYpe oF CARGo(thousand tons)

Solid Bulk liquid Bulk General Caro

2008

2007

2006

7 000

5 000

2 000

0

6 000

4 000

1 000

3 000

GeneRAl CARGo(thousands tons)

6 000

4 000

2 000

0

489

405

2008 2007 2006

Containerized

Break Bulk

Ro-ro Cargo

513

5 19

85 71

3

5 67

7

5 000

3 000

1 000 537

5

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the movement of general load reached 6.095 thousand tons (-1.8%) resulting from reductions in general break-bulk cargo (-17.2%) and in containerized load (-0.6%), despite Ro-Ro cargo showing significant growth.

In 2008, containerized load increased to 4.480.131 tons, which represents a decrease of 0.5% on 2007.

In 2008, the number of containers handled at the port of lisbon was 371.957, corresponding to 556.062 teu, a value that represents a loss of 519 containers (- 0.1%) versus 2007.

the observed reduction resulted from the fall in growth of this type of traffic at the lISCont Container terminal with 152.716 containers (- 0.3%) and at the tRAnSInSulAR Multi-purpose terminal with 55.030

containers (- 1.7%). However, there was an increase in this type of traffic at the SotAGuS Container terminal with 151.711 containers (+ 1.5%).

the distribution of containers moved in 2008 was among the following port installations:

DIStRIButIon(thousand tons)

Containerized93,14%

Break Bulk6,64%

Ro-ro Cargo0,21%

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PORT FACIlITIES (thousand tons)

2008 2007 2006 Variation (%)

2008 / 07 2007 / 06

lISCONT

nº Containers 152 716 153 232 137 729 -0,3 11,3

teu’s 235 837 237 768 213 552 -0,8 11,3

SOTAGUS

nº Containers 151 711 149 468 137 819 1,5 8,5

teu’s 221 045 216 311 200 377 2,2 8,0

TRANSINSUlAR

nº Containers 55 030 55 982 55 553 -1,7 0,8

teu’s 78 399 77 734 78 454 0,9 -0,9

Other Facilities

nº Containers 12 500 13 794 12 327 -9,4 11,9

teu’s 20 781 22 961 20 118 -9,5 14,1

TOTAl

nº Containers 371 957 372 476 343 428 -0,1 8,5

teu’s 556 062 554 774 512 501 0,2 8,2

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the distribution of maritime cargo by places of movement is shown in the following table:

n… oF ContAIneRS BY teRMInAl

lISCont SotAGuS tRAnSInSulAR

150 000

100 000

50 000

0

other Facilities

2008

2007

2006

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HANDlED MARITIME CARGO 2008 2007 2006

tousand tons

%tousand

tons%

tousand tons

%

TOTAl 13 031 100,0% 13 199 100,0% 12 245 100,0%

port facilities 12 348 94,8% 12 561 95,2% 11 229 91,7%

Alcântara terminal – lISCont 2 623 20,1% 2 646 20,0% 2 298 18,8%

Santa Apolónia terminal – SotAGuS 2 353 18,1% 2 334 17,7% 2,177 17,8%

poço do Bispo Multipurpose terminal 719 5,5% 928 7,0% 993 8,1%

trafaria terminal – SIlopoR 1 868 14,3% 1 892 14,3% 990 8,1%

palença terminal – tAGol 945 7,3% 1 047 7,9% 924 7,5%

Beato terminal – SIlopoR 654 5,0% 650 4,9% 792 6,5%

Barreiro terminal – AtlAnpoRt 611 4,7% 771 5,8% 721 5,9%

Multipurpose terminal – tRAnSInSulAR 679 5,2% 696 5,3% 677 5,5%

Beato Multipurpose terminal 506 3,9% 454 3,4% 469 3,8%

Barreiro liquid terminal – tAnQuIpoR 358 2,7% 345 2,6% 345 2,8%

porto Brandão Maritime terminal – (lISnAVe/etC) 409 3,1% 348 2,6% 345 2,8%

Banática Quay – RepSol 260 2,0% 234 1,8% 253 2,1%

porto Brandão Quay – petRoGAl 253 1,9% 110 0,8% 89 0,7%

other Quay 110 0,8% 106 0,8% 156 1,3%

OFFSHORE 683 5,2% 638 4,8% 1016 8,3%

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With regards to river cargo, a total of 549 thousand tons was recorded, a value inferior by 230 thousand tons to that registered in 2007, resulting from the decrease in movement of cement (- 72 thousand tons), of soya (- 70 thousand tons) and from a reduction in the traffic of sand (- 69 thousand tons).

RIVER CARGO (thousand tons)

2008 2007 2006Variation (%)

2008/07 2007/06

549 779 518 -29,5 50,4

3. passenger traffic

Maritime navigation - Cruises

In 2008, the port of lisbon reached a new maximum in cruise ship port calls, reaching the 308 mark, which translates as a 20% growth versus the values registered during the previous year, contradicting as such the decreasing trend shown in 2007.

this growth, determined exclusively by port calls in transit, to a large extent, is due to the strong growth in the european market that stimulates a bigger offer of cruise ships in the Mediterranean. It is worth noting that in 2008, 159 ships versus 147 in 2007 operated in the Mediterranean. this represents an increase of 12% in the number of available beds, passing from 149.011 to 166.742. 5 of the 9 ships that started to operate in 2008 were destined for europe.

Besides the greater number of port calls, an increase in the dimension of new ships and higher occupancy rates explain the increase of 34% in passengers.

In reality, of the 20 new ships that called at lisbon for the first time in 2008, seven had a capacity for more than 3.000 passengers, one of which, the “Independence of the Seas”, that visited the port of lisbon 13 times, contributed, doubtlessly, so that the number of passengers in transit totaled 368.588, an increase of 35% compared to 2007.

With 38.920 passengers, the segment of turnaround also registered a 23% growth. this opposed the decreasing trend registered in 2007. this was due to, on the one hand, the large turnaround operation of the “Splendor of the Seas” ship and, on the other hand, to the launch of an operator carrying out these operations in lisbon, pullmantur, responsible for the embankment/landing of more than 4.000 passengers, the majority portuguese.

Despite the recorded increase in the number of turnaround passengers, 1 less embark/disembark operation occurred versus 2007, a year when 56 port calls were registered. this situation was due to the fact that the operator Classic International Cruises registered 67% less port calls in turnaround than in 2007.

21

MARITIME NAVIGATION 2008 2007 Variation (%)

2008 / 07

PORT CAllS 308 256 20,3%

In transit 55 56 -1,8%

turnaround 253 200 26,5%

PASSENGERS

TOTAL 407 508 305 185 33,5%

embarked 18 866 16 007 17,9%

Desimbarked 20 054 15 703 27,7%

transit 368 588 273 475 34,8%

turnaround 38 920 31 710 22,7%

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Concerning seasonality, similar to previous years, the greatest flow of cruise ships at the port of lisbon occurred in the months of May and September with 59 and 46 port calls, respectively. As in 2007, but in a more accentuated way, the trend, on the one hand, was for a prolongation of the season throughout the last trimester, a period when 77 against 68 port calls occurred compared with the homologous period in 2007. on the other hand an anticipation of the season to the month of March took place, when 12 port calls took place, two more than in the same month in 2007.

these realities are due to the aforementioned growth in the european market, and to the prolongation of the length of stay of ships in the Mediterranean and european destinations in detriment of the usual repositioning.

port calls in transit continued to take place during the months of May and September when the highest peaks were recorded with 51 and 42 port calls, respectively. In 2008, in the months of June, July and August 52 port calls took place, months when, usually, a more reduced number of port calls is recorded, 37 in 2007.

turnaround operations saw April register the largest number – 13 – followed by the month of october with 12. these months corresponded to 45% of total embark/disembark operations carried out in lisbon during the year of 2008.

Comparing the monthly movement of port calls in turnaround in 2008 with those in 2007 slight differences are visible, in other words, August and September were, in 2007, the months with the greatest number of turnaround operations, 8 and 9 respectively. this is due to the operator Classic International Cruises promoting 9 cruises with departure and arrival in lisbon; this operator promoted only 3 in 2008, which resulted in

n… oF VASSelS

320

240

180

120

60

0

270

256

n… of Vassels

308 2008

2007

2006

n… oF pASSenGeRS

500 000

400 000

300 000

200 000

100 000

0

270

893

305

185

2008

2007

2006407

508

n… of passengers

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the months of August and September of 2008 recording only 4 port calls in turnaround, respectively.

the month of october in 2007 showed only 5 operations of turnaround, against 12 in 2008, resulting from the launch of the operator pullmantur that carried out 4 port calls in turnaround that month. Similar to monthly port call movement, it is during the months of May and September that the largest number of passengers arrive at the port of lisbon, 61.469 and 59.698, respectively, given that the majority is in transit.

With regards to the promotion of cruise activity at an international level, it is worth mentioning the representation of the port of lisbon on the portugal stand in collaboration with the ports of Douro and leixões, portimão, the Azores and other economic agents in the sector, at the 24th edition of the Seatrade Cruise Shipping Convention, the main global event for the cruise industry which takes place annually in Miami.

It should be pointed out that at this event the international project to promote cruise ports and the Atlantic Alliance was presented. the project was created by a group of 15 Atlantic ports including the port of lisbon. this project intends to promote the Atlantic as a cruise destination for the excellence of its cities, respective historical richness and cultural and gastronomic diversity. these qualities provide unique and diverse experiences in just one voyage.

Similar to the national participation in Miami, the port of lisbon was present at the 7th edition of the Seatrade Med Cruise, Ferry & Superyacht Convention, and a bi-annual event of the cruise industry from the Mediterranean area, which took place in Venice. At this same event, the port of lisbon integrated the stand of the Cruise Atlantic europe project, presented publicly at this event.

the Cruise Atlantic europe project was developed by the ports of lisbon, leixões, la Corunha, Bilbau, Brittany, Dover and Cork with the objective of offering cruise operators and passengers a set of destinations located in the region of the north Atlantic. this project benefits from the partnership of local tourism entities and, in the case of lisbon: Atl, turismo de lisboa and AnA, Aeroportos de portugal are also involved.

With regards to Apl’s participation in cruise associations of which it is a member, the presence at the annual General Assembly of Cruise europe is worthy of mention; this occurred in Klaipeda, in lithuania. Apl also participated at the 32nd General Assembly of MedCruise that took place in trieste, in Italy.

At a national level, the presence of a tourist support service for passengers at the cruise terminals was offered in the scope of the protocol signed with Atl, turismo de lisboa.

It is important to mention the actions organized by the port of lisbon for the reception of 20 cruise ships that called at lisbon for the first time, 5 of which were inaugural voyages. Some ships were escorted by towboats, graciously provided by the Svitzer company that launched water jets from their entry into the tagus estuary until the terminals where they would remain moored. the ship Commanders received, as per tradition, commemorative plaques of the event, gifts were distributed and festivities were arranged at the docks for the passengers of some ships (almost 25.000).upon the departure of the cruise ship “Queen elizabeth 2” on 13 november, on her last voyage as a cruise ship, the port of lisbon organized some activities which included the offering of a small gift to its passengers produced exclusively for the occasion.

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River navigation

Almost 28.4 million passengers were transported between the two margins of the River tagus. this number is superior by 372 176 passengers (+1,3%) to that recorded in 2007, due mainly to the increase of passengers on the terreiro do paço - Cacilhas run.

4. nautical Recreation and Maritime-touristic Activity

During the year of 2008 a total of 1.788 recreational boats were at the docks of the port of lisbon – 1.261 national and 527 foreign – which signifies an increase of 7% versus the values registered in 2007. this growth was determined exclusively by the increase in the number of national boats, while foreign boats suffered a slight drop.

From the total referred to, 50%, in other words 892 boats used the Alcântara Docks for parking. As such, a lesser demand for these Docks was observed when compared with 2007, notably at the level of foreign boats, while national boats registered a greater demand.

At the Belém Docks 411 boats against 290 registered in 2007 were recorded. this was due, only, to the fact that national boats were seen in greater number while foreign boats were fewer.

A similar situation occurred at the Santo Amaro Docks, where 366 boats were moored, 26% more than in 2007.

Bom Sucesso Docks, like Alcântara Docks, recorded fewer boats when compared with 2007. In the case of Santo Amaro, the lesser demand was from both national and foreign boats.

29 000 000

28 000 000

27 000 000

26 000 000

0

28 5

63 2

95

28 0

73 8

02

28 4

45 9

78

n… oF pASSenGeRS

2008

2007

2006

n… of passengers

25

BOATS 2008 2007 Variation (%)

2008 / 07

TOTAl 1 788 1 675 6,7%

portuguese flag 1 261 1 098 14,8%

Foreign flag 527 577 -8,7%

AlCÂNTARA DOCKS 892 918 -2,8%

portuguese flag 444 435 2,1%

Foreign flag 448 483 -7,2%

BElÉM DOCKS 411 290 41,7%

portuguese flag 367 229 60,3%

Foreign flag 44 61 -27,9%

BOM SUCESSO DOCKS 119 176 -32,4%

portuguese flag 105 157 -33,1%

Foreign flag 14 19 -26,3%

SANTO AMARO DOCKS 366 291 25,8%

portuguese flag 345 277 24,5%

Foreign flag 21 14 50,0%

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ForeignFlag

portugueseFlag

totAl nuMBeR oF BoAtS

2008

2000

1500

1000

500

017

88

1675

2007

the average rate of annual occupancy was 81% in 2008, versus 73% in 2007.

of the four recreational docks, Bom Sucesso was the one that registered a greater average rate of annual occupancy – 91.5%, and the only one that showed a positive variation - 68%. this was followed by Belém Docks with 87%, Alcântara Docks with 85%, and finally Santo Amaro Docks with 59%.

the dragging of the entrance canal at Belém Docks with a view to improving operating conditions, notably with regards to navigation and security, influenced the average rate of annual occupancy.

profound interventions to improve moorings at Alcântara Docks took

place to deal with the results of the winter weather. these interventions did not affect operations at this Dock.

AVERAGE RATE OF ANNUAl OCCUPACY

2008 2007Variation (%)

2008/07

Alcântara Docks 84,61% 86,18% -1,8%

Belém Docks 87,38% 90,03% -2,9%

Bom Sucesso Docks 91,47% 54,47% 67,9%

S.to Amaro Docks 58,81% 61,00% -3,6%

TOTAl 80,57% 72,92% 10,5%

During 2008, with regards to maritime-tourist activity, licenses were issued for 14 operators with 21 boats who worked this area annually, and 2 operators with 5 boats worked for a seasonal period.

of the 26 boats, 15 conducted mode B that corresponds to services provided by taxis, rental of boats with/without crew, fishing for tourism and tours. Mode A, regarding the rental of jet-skis and small boats not requiring registration, was conducted by 6 boats. tours and catering during the tours (mode D), and rides and catering on those rides and harbored (mode C) were both carried out by 2 boats. Catering on harbored vessels (mode C) was conducted by only one boat.

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5. property Management

the allocation of spaces at the riverfront and property activities, in 2008, was based on the attribution of new plots in the scope of current legislation (law 58/2005, 31 December and Dl 226-A/2007, 31 May), as well as by the start of negotiations for the re-accommodation of entities that occupied spaces that would be directly affected by the works and development of the novAlcântara project, specifically the demolition of the Gil eanes and Bartolomeu Dias buildings.

With regards to the new attributions, the following are worth noting:

pedrouços Attribution of diverse spaces for offices to entities that were

assigned to Docapesca and those that had been re-housed due to the construction works for the Research Center “Champalimaud Centre for the unknown” from the Champalimaud Foundation.

paço de Arcos In the scope of the protocol established with oeiras town Council for

the requalification of praia Velha of paço de Arcos, the attribution of titles for the occupation of modules for storing fishing gear only for professional fishing.

Alcântara Attribution of an area of the first floor of the Apl Medical Center to

the Association “Friends of the tagus” in the scope of the candidacy of the Iberian tagus for patrimony of Humanity, entitled “tagus universalis”.

Installation of the client “unidade Infinita” in an area of 1.044m2 in the Gonçalves Zarco Building, for the fine artist Joana Vasconcelos’ atelier.

Doca do Jardim do tabaco In the scope of the tender procedure, by individual initiative, started in

2007, a section of Warehouse D with 358m2 was attributed to Cave Internacional, with a view to commercializing wines and “Gourmet” products.

Following the launch of tender proceedings, following the expiration of currently valid licenses, various demonstrations of interest for some catering spaces were received, given that, for the remaining spaces destined to other types of activities there was practically no interest besides from current occupants.

As a result of the adaptation of actual titles to current legislation, various licenses were converted into concession contracts, as well as continuing efforts to regularize the contractual situation of other processes.

two procedures of attribution by individual initiative:

In the riverfront zone of pedrouços: An area of 63.700m2, to the Champalimaud Foundation for the

installation of a multidiscipline, transnational, center of research and clinical practice, in the area of bio-medicine – the “Champalimaud Centre for the unknown”.

Santos: An area of construction of about 295m2 and an adjacent area of

embankment with about 2.000m2 to Kapainvest, with a view to creating a unit with a restaurant, bar and discotheque.

throughout the year, 2 spaces were delivered to Apl by initiative of the title Holders - a catering space, in Belém, and another one for the commercialization of nautical products, at Santo Amaro Docks. the process of attributing the first space has already begun.

on the other hand, Apl took ownership of 8 sections of water public domain, one in a coercive way - an area for catering at Jardim do tabaco, due to the tenant’s failure to meet obligations.

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providing continuity to one of the main objectives in this area - focus on the client - close attention was given to the activities developed by clients, the organization sought to resolve all client requests, as much with contractual questions as with complaints presented.

With regards to clients and the general public the management of claims presented an improvement in the average response time, 8 days in 2007 and 6 days in 2008, despite situations where it was necessary to call in third parties and the reply period was superior to the average.

A systematic analysis of clients’ current accounts took place. With the serious world crisis that set in mid-2008, a more rigorous monitoring of current accounts, as well as an effort to sensitize the diverse entities to the need to fulfill their obligations to Apl. Clients showed greater difficulty in paying their taxes of private use on time. In some cases, they set in motion the respective collateral.

the resulting income from the activity of property Management in the year of 2008 reached 12 314 260 euros.

With regards to the division of income by type of use, the sectors “Commerce, Services and others” and “Restaurants” remained a preponderant weight versus other uses, with representation in the order of 46% and 42%, respectively, remaining stable compared with 2007.

the distribution of income by districts shows that lisbon retains a significant weight, contributing around 88%, despite showing a slight decrease relative to the previous year.

InCoMe BY tYpe oF uSe

Commerce, Services and others 46%

Restaurants41,86%

Recreational, Culturaland sports.0,78%

Accomodation1,63%

primary sector and Industry8,78%

others0,65%

Residence0,30%

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Relative to the income seen in 2007 – 12 415 613 euros - the year of 2008 showed a reduction of about 1%, which was essentially seen in lisbon. even though in general, a decrease was recorded among all types of use, the most significant occurred in the Restaurant sector.

C. Studies and projects

the year of 2008 saw the following projects take place:

1. projects and supervision of contractors in the scope of maritime-port activity.

this area includes: the construction of new quays, the creation of embankments and the remodeling of existing structures, above all, those dedicated to maritime operations, of which the following are noteworthy:

the first and second phases of the works of Rehabilitation and Reinforcement of the Quay between Santa Apolónia and Jardim do tabaco, which translates as the advancement of the embankment by about 2.4 ha, and an increase in the length of docks destined for cruise ships, by approximately 600m.

Rehabilitation and Reinforcement of the upstream pier at the navy Docks – this work combines: studies, projects and contractors for the rehabilitation of the existing structure, an advancement in the direction of the river by 40 meters, giving continuity to the works carried out upstream (Quay between Santa Apolónia and Jardim do tabaco). these actions will recuperate a very weak structure and allow for a better use of the length of quays.

the first and second phases of the project of rehabilitation of the Riverside protection at Av. Bento Gonçalves, in Barreiro. these works are intended to create conditions for the general public to use the area safely and securely, rehabilitating a decaying structure which until recently was forbidden to the public.

Studies and projects leading to the works to move the land next to “Moinhos de Alburrica”, historical patrimony of Barreiro. this was with the intention of protecting the foundations that were unpaved and weakened by agitation caused by catamaran traffic.

InCoMe BY MunCIpAlItY

lisboa 87,98%

Seixal4,17%

Vila Franca de Xira1,06%

Barreiro1,07%

oeiras2,77%

Almada0,88%

Alcochete0,82%

Moita0,80%

Montijo0,36%

loures0,08%

Benavente0,00%

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Included also in the scope of projects and works destined to improve and to modernize the processes associated to importation/exportation, such as the installation of radiation portals, the installation of entrance-houses destined to traffic with a port start and finish.

2. projects and monitoring of large building works

this translates as building projects destined for uses related to Apl activity, projects promoted by other entities, such as: epAl, SIMteJo, town Councils, of common interest, for the improvement of the infrastructures that serve the counties included in Apl’s area of jurisdiction. examples include:

the “novAlcântara” project, which involves regaining embankment area through demolitions and interventions at existing wharves and the creation of more efficient forms of transporting cargo, as well as the urban arrangement of the surrounding area. this intervention encompasses an area of approximately 33ha.

the construction of the interceptor at terreiro do paço – Cais do Sodré and Cais do Sodré – Alcântara, by SIMteJo.

the implantation of ducts: Dn 1000, Dn 600 and Dn 300, for urban supply, between Xabregas and Santa Apolónia, and between terreiro do paço and Corpo Santo at Cais do Sodré.

the project to create a riverside cycle path between Cais do Sodré and the Belém tower, in partnership with lisbon City Council, in the scope of the remodeling of the riverfront at the northern edge of the tagus.

the rearrangement of Avenida Ribeira das naus, in accord with lisbon City Council.

other projects promoted by entities such as the Champalimaud Foundation and the orient Museum are worth mentioning. these projects were in the scope of creating conditions so that these organizations can function for the benefit of the population.

3. projects and monitoring of other building works

All the works promoted by Apl concessionaires are included in this area: port related services, catering, sport and leisure, entities of an associative nature and non-profit entities.

these reconstruction, improvement, or merely adaptation works, are diverse and in great number.

It is still important to mention the projects and monitoring of reorganization contracts for areas of port use, the launch and monitoring of contracts of road reorganization and parking, exterior arrangements and the installation of urban equipment in areas of public use.

It was still possible to carry out and update the Municipal plans and Detailed plans of Counties included in Apl’s area of jurisdiction.

2008 saw the update, register and insertion of projects into the general archive database, which includes elements dating from the beginning of century XX to the current day.

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Hydrography and environment

the following large projects were analyzed and supervised during 2008:

third Crossing of the tagus

enlargement and modernization of the Alcântara Container terminal

Dragging of the maneuvering basins and parking at the Alcântara Container terminal to receive large size container-carrier vessels

Dragging of the Barra Sul Canal

Dragging of the north-west slope of the Bugio Bank

InAG/Apl protocol

QuIMIpARQue Strategic plan

Champalimaud Foundation

Sulway enterprises, in Alcochete

Maritime walk-way in oeiras

Co-generation central office at Barreiro

operation for the Integrated Valorization of the Riverfront Zone at Caldeira da Moita

port Jurisdiction the process of rigorous defining port jurisdiction in the 11 riverfront

counties continued. the identification of areas of port jurisdiction in the Municipalities of oeiras, Barreiro and loures was concluded by the end of 2008, with the development of legal reports and geo-referencing in suitable cartographic materials.

Definition of areas without recognized port use in the City of lisbon

the works of defining areas without recognized port use, and the

development of respective geo-referenced maps were concluded in 2008. these maps include an indication of the limits of port jurisdiction, public Domains of the State and Maritime entities, port areas, areas attributed to the national Ministry of Defense, to eDp, to lisbon City Council, to the IppAR and railway domain for the County of lisbon.

the identification and geo-referencing of Apl’s assets in areas without recognized port usage was also carried out.

A proposal has been made for the award of a Study of the technical and environmental Viability of the Recuperation of the Siderurgia Canal.

the rendering of services for the new characterization of sediments - Maritime Works at pedrouços Docks - was awarded.

processes leading to the awarding of the following services provision began:

the archeological monitoring of the construction of the connection of the Hotel Altis in Belém to the water supply network and residual waters drains.

environmental monitoring of the second phase of the Remodeling and Strengthening Works of the wharf between Santa Apolónia and Jardim do tabaco.

Monitoring of noise during the second phase of the Remodeling and Strengthening Works of the wharf between Santa Apolónia and Jardim do tabaco.

Development of a Study of the environmental Impact and consulting to the process of evaluation of the environmental Impact of the deepening of the Bar Canal at the port of lisbon.

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During this year the monitoring and intervention in the development of the following plans continued:

Municipal plans of Moita, Seixal, oeiras and Vila Franca de Xira

organizational plan of the natural Reserve of the tagus estuary

urbanization plan of emerging Almada

And still, of the national Strategy for Integrated Management of Coastal Zones.

the environmental monitoring of projects and works continued, including:

new Apl head office building in Algés

Hotel Altis, in Belém

Remodeling works at princesa Wharf

First phase of the Remodeling and Strengthening Works at the wharf between Santa Apolónia and Jardim do tabaco

evaluations related to the evaluation of the environmental Impact were developed, of which the following are noteworthy:

third Crossing of the tagus

etAR of Seixal

etAR of Barreiro / Moita

Co-generation central office at Barreiro

the monitoring of studies related to the Definition/Regularization of the navigational Canal at Cala das Barcas.

In the scope of the Maritime Works at pedrouços Docks, a new characterization of sediments took place and a Study of the environmental Impact was conducted.

the collection of necessary information to develop a Report on Gas emissions and the Green House effect took place related to the Administrative order no. 23/2007 on Good practices of enterprise Management: environmental efficiency.

A working group was formed to accompany the development of a Sustainability Report, 2007, and provided all necessary collaboration in collecting information specific to this area.

In collaboration with the areas of port environment and Marketing, in preparation for Apl’s contribution at the event portugal Verde 2008 was prepared, as well as, for the publication of the brochure “Where the environment Finds its port - In Search of Sustainability”.

the work of the lisbon agency e-nova was monitored, with particular attention to the local Secondary Water networks project.

to support the navigation and mooring of ships, about 170 hydrographic surveys were undertaken at the moorings of the port of lisbon, canals and maneuver basins.

A public procurement process was initiated, including the development of a project to celebrate the contract for the biennium 2009/2010 for maintenance dragging of the access beds, maneuver and berthing basins and the docks of the port of lisbon.

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the monitoring of maintenance dragging of accesses and mooring wharves at the port of lisbon took place. three dragging campaigns were conducted from Alcântara to poço do Bispo corresponding to a total of 42 draggings of the wharf and basins for access, maneuvers and mooring.

For control and payment purposes, internal hydrographic surveys were conducted before, during and after the draggings carried out by Apl.

the development of a project to drag the shallow zone at Cala das Barcas occurred in light of the new maintenance contract.

the project for the total dragging of poço do Bispo Docks was developed and subsequently monitored.

Consultancy was provided for the process leading to the signing of the protocol with the InAG for artificial feeding of the beaches at Costa da Caparica, for the triennial 2008-2010, including the development of a project to define dragging conditions to take advantage of sand dragged in two borrow sites at Banco do Bugio.

In the scope of this protocol dragging of two zones situated at the northwestern edge of the Banco do Bujo took place. this was with the objective of reestablishing the crossing of 2 ships in the principal navigational entrance canal at the port of lisbon.

Diverse hydrographic surveys (at the beginning, during and end) were carried out to accompany this dragging and a final calculation of dragged volumes was made.

the development of a project to monitor the dragging of maneuver and mooring basins at the liscont quay took place with the intention of attracting large-scale container-ships to the wharf, originating from a new line from the orient.

the maintenance dragging of approximately 970 000m3 of sediments occurred in the South Canal of the entrance to the Bar. this was to allow the new container-ships destined for liscont quay to enter.

For the fulfillment of protocol InAG/Apl for the triennial 2008-2010 a new project of dragging was developed for use as a borrow site in 2009. A dragging project was conducted for the dragging to establish a maneuver and mooring basin for the expansion of the liscont wharf in Alcântara, taking into consideration the implementation of eIA with a characterization of sediments.

the elaboration of a project of draggings for the dragging of the deepening of the Southern Bar Canal, taking into consideration the implementation of the study of environmental impact with a characterization of sediments.

Monitoring continued of the study to understand the propagation of the undulation in the Southern Bar Canal that serves as support to the DuKC system.

Support was given to the implementation of the DuKC project with the supply of provisionary data and hydrographic observations and the management of Apl’s ondographic system. A new ondographic triaxys buoy was acquired and installed to support and assist navigation at the port of lisbon.

Apl developed diverse geo-referenced maps with indications of the Water public Domain, State public Domain, Apl Jurisdiction, the intervention area of projects, areas of occupation and the location of concessionaries or licensees, among other elements.

topographic support was provided and various calculations of volumes

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were made for the works of remodeling the riverside protection of Avenida Bento Gonçalves in Barreiro and for other projects and works promoted by Apl, among which the topographic support provided for the new Apl head offices in Algés is worth mentioning.

topographic surveys of almost all concessions were conducted, following the recommendation by the portuguese Court of Audits.

the topographical survey of eDp infrastructures occurred, specifically visit boxes, optical-fiber boxes, electrical cabinets and ducts from the zone of Alcântara to Xabregas. All mooring bollards, half bollards and bollards were taken up from the Alcântara terminal to the poço do Bispo Multipurpose terminal.

Apl conducted topographical surveys of the infrastructures of all Apl Docks, specifically footbridges, water and light points, and moorings, etc.

the service wharf of the VtS was systematically monitored; leveling of high precision was made and crack monitors to measure the deviations at specific points of the wharf were put into place.

D. Construction and Conservation

From the main works carried out in 2008, the following are significant:

Rehabilitation and reinforcement of the Quay between Santa Apolónia and Jardim do tabaco

the first phase of the works took place in April 2007, and included the remodeling of the existing Quay and the construction of a base platform on props, and the respective dragging of the maneuver basin to the quota -12.00 ZH. these works were concluded in March 2009.

the second phase began 7 november 2008 and is expected to be concluded in February 2011. this involves the extension of the first phase until the current Cruise wharves, and encompasses the lock and embankment of the terreiro do trigo Docks.

Remodeling of the trafaria Fishing unit the works started in october 2007, and ended in August 2008. this

involved the supply and installation of a floating wharf, strengthening the existing vertical retention, the reconstruction and extension of the existing portage ramp and the widening of the land platform that supports the wharf.

Rehabilitation of the riverfront retention of Avenida Bento Gonçalves at Barreiro

the first phase of the works began in September 2007 and consisted of the rehabilitation of the riverfront retention at Avenida Bento Gonçalves at Barreiro, given its general state of degradation, due to the settlement of pavements and the opening of holes, provoked by the escape of fine material. the idea is to make this an element of local protection, as well as a leisure space for the public. It was completed in April 2008.

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Diverse Diverse works of infrastructure rehabilitation and maintenance took

place such as: embankment repairs, road reorganization, the cleaning and removal of obstructions in collectors, water lines and estuaries, rehabilitation of buildings, among others.

E. Security and port operations

port Security

An agreement for the initiative MeGApoRtS was firmed up between the Secretaries of State for transport, for Finance and the Department of energy of the Government of the united States of America. the objective of this initiative is to install equipment for the detection of radiation at the port of lisbon. this equipment was provided by that Department free of charge, with maintenance included, for a period of three years.

this equipment allows for the non-intrusive detection of radiation emitted by radioactive materials or neutrons, increasing in a significant way the degree of protection at the port and of maritime transport through port terminals, guaranteeing a better level of fluidity in the logistic chain.

IptM approved, with a significant delay, the evaluation of the protection of the port of lisbon. A consequence of this delay was the inability to implement the respective plan of port protection in 2008. the conclusion of this plan is expected in 2009.

Following actions of port authorities’ responsibility, the monitoring of cruise ship operations, protection exercises conducted by port facilities and official requests of Apl responsibility were guaranteed. 26 technical, security inspections of ships and/or cargo and 66 Declarations of Security (DoS) regarding cruise ship protection occurred.

pilotage

the community project MARnIS was concluded this year that developed new portable assistance equipment for pilots. this project was presented in october, in lisbon, in conjunction with a consortium. the participation and involvement of Apl pilots and the conditions of the port have been particularly influential in the refining of the equipment, testing and the final presentation.

the DuKC system has proven to be extremely useful, supporting the reception and maneuvering of ships that, in normal conditions using the previous static system, could not have been maneuvered at that moment or with those load-draughts.

A new ondographic buoy, of larger dimensions and endowed with a station that allows for the sending of meteorological data was installed, substituting the previous one.

the quality management system in the scope of the ISo 9001 Standard was developed, for the services of pilotage and control of maritime traffic - VtS.

the technical training of pilots, notably for simulation of maneuvers continued within the same system. Recycling of operators in phases according to the respective work regime continued at the VtS.

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Coordination and Maritime operations

two pilot motor-boats constructed at the naval Shipyards of peniche were delivered towards the end of 2008. these two units, once their crews are trained, will substitute the two smaller, existing ones. the management and operation of which has become progressively more onerous, due to the intense operation times to which they are subjected.

Diverse operations of vessel assistance were carried out, to some incidents of pollution and support to navigational security, continuing with the renovation and maintenance of maritime signaling equipment.

Support interventions for the operating of the ondographic buoy and ADCp (acoustic dopler current profiler) were conducted, guaranteeing improved conditions of measurement of maritime agitation.

port environment

Following the application of the new management system of residues produced on board ships, 2008 recorded an increase in discharges from 52% to 55.3% among all vessels that called at lisbon, almost 1.917 vessels, with 2.773 operations to retrieve residues.

the control of the quality of water for refueling and human consumption in the Apl, S.A. network, from Algés to Matinha was carried out. this included that supplied to vessels by a licensed company.

A Cooperation protocol was established with the Instituto Superior técnico for the analysis and characterization of the distribution and settling of invasive species of bivalve in the tagus River, and the evaluation of the environmental impact derived notably from competition

with other species of commercial interest in the estuary. this species was introduced by ship ballast waters and, therefore, Apl assumes responsibility for evaluating the environmental impact of port activity and navigation.

two actions of dismantling of abandoned and degraded boats took place: one in poço do Bispo, in December 2008, where 5 boats were removed and another in Seixal in conjunction with the town Council, where 7 boats were removed in october. participation costs totaled 50% for Apl, S.A.

F. Human Resources

In line with the main guidelines introduced in the last few years, Apl sought to position its activities in 2008 in the area of Human Resources based on three pillars of intervention:

Stabilization of job numbers at the levels of the last triennial with the preferential adoption of internal solutions and mechanisms for mobility in overcoming service needs.

organizational improvement and perfecting, with regards to the generically considered organic-functional structure, and the plan of instruments and support tools for the technical and administrative management of staff.

Reaffirmation of institutionally proclaimed values, behaviors and abilities, as a center of gravity for the development of the company and foundation of a cultural identity seated in knowledge, communication and individual dedication and commitment.

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Associated to these objectives, the following actions deserve particular attention:

the end of 2008 saw the creation of a measure of exceptional nature, translated as the attribution of financial compensation to workers who opted to take early retirement in 2008, following the special conditions introduced by the law no.11/2008, 20 February.

the approval, with effect from May, of a departmental matrix that is intended to be more adjusted to the dimension of the company, clearly identifying the company’s businesses, simplifying the hierarchical structure and providing speed in the decision process.

preparatory works for the implementation of a new It platform for the management of human resources (Meta 4 Innova), to guarantee better functionalities, over all, with regards to salary processes, effective management and the collection of diverse information.

A Collaborators’ Guide was made available to all staff that was the product of a joint effort and interventions from various services, and offers information on the life and functioning of the company, with a double purpose to allow current staff to deepen their knowledge of the organization and to favor the integration of newly admitted staff.

employment and Staff Mobility

the number of employees did not show substantial variations during the year, culminating in a slight reduction (-0.3%), when comparing 349 staff in service on 31 December 2008 with 350 in the homologous period of 2007.

Without any great impact, some annual turnover was visible with exits and entries. this occurred in a balanced way across the months of the year, showing 6 departures versus 5 new entries.

the following graphic shows the evolution of staff and the different types of contract in the period of 2006/2008:

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the average number of employees remained unchanged relative to the previous year, remaining at 350 workers, which is due naturally to the related similarity in volume and monthly occurrences of entries and departures from the company.

Comprising occurrences of a diversified nature, such movements can be grouped in the following way according to functions:With regards to those who ceased their functions, the following are pointed out:

- 2 Directors of Services, one following an organizational restructuration and the other by company initiative;

- 1 Head of Sector due to retirement;

- 1 Agent and 1 Cleaning Assistant, both due to death;

- 1 Maritime Driver by his own initiative

on the other hand, the following hires are relevant:

- 1 Consultant through a request to an external entity;

- 1 topographer and 1 Maritime Driver with short term contracts;

- 1 chief technician and 1 Maritime Driver with open-term contracts.

In the chapter on internal mobility, a total of 57 career accesses occurred with the consequent positioning in the next, superior, career category. 3 processes of professional conversion and 13 transferences to different units of service also took place.

note still, in the perspective of the legal-labor situation, for the integration of 7 elements in the permanent staff of the company, including those who were previously employed on fixed term contracts (4), on commission (2) or on request (1).

As a result of the aforementioned movements, a significant reduction in total staff is visible (27 to 20 workers) with permanently contracted staff representing 94.3% of all staff, given that those encompassed by an individual work contract regime represents 28.9%.

nuMBeR oF eMploYeeSAt tHe enD oF tHe YeAR

2008 2007 2006

500

400

300

200

100

0

349

350

348

non-permanetStaff

permanentStaff

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Work Rendered

INDICATORS 2008 2007 2006

Maximum work potential

(hours) 578 061 580 453 564 446

extraordinary Work

(hours) 10 912 11 380 13 854

(rate) 1,9% 2,0% 2,5%

Absenteeism(hours) 21 506 21 083 20 378

(rate) 3,7% 3,6% 3,6%

Hours Actually Worked(1+2-3)

567 467 570 750 557 922

From the analysis of the main indicators of work rendered and looking above all at the values recorded in 2007 and 2008, the following conclusions can be extracted:

Slight shortening of the maximum work potential (-2.392 hours, which represents approximately half a percentage point), essentially due to the fewer number of working days.

new reduction in the volume of extraordinary work (-468 hours, translating as a decrease of approximately 4%), in accordance with the trend seen since 2006.

Slightly unfavorable evolution in the total hours of absence recorded (+423 representing a 2% increase), with the rate of absenteeism rising from 3,6% to 3,7%.

Staff Cost

COSTS (thousand euros)

Variation (%)

2008 2007 2006 2008/07 2007/06

15 199 19 069 18 560 -20,3% 2,7%

Staff costs related to activity during the last year shows a global variation of -20.3%. this indicates the effect of actuarial studies until 31 December 2008, particularly the alteration of the Regulation of Social Works (in vigor from September 2008) with a future impact on post-employment benefits totaling 2.698 thousand euros. the provision for other Risks and Incumbencies – Medical Assistance was cancelled, thus affecting Staff Costs.

productivity

productivity of the company in the period between 2006 and 2008 shows the following evolution, through the relationship between Gross Added Value and the average number of employees:

GAV /EMPlOYEE (thousand euros)

Variation (%)

2008 2007 2006 2008/07 2007/06

108 111 111 -2,7% 0,0%

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training

While a privileged mechanism for the development and valorization of staff, professional training emerges naturally, as a key instrument in the management of human resources in light of the company’s strategic guidelines. It is an opportunity to combine individual abilities and the requirements of attributed functions.

on the other hand, both the efforts to create a “training culture” as well as the program of activities are considered to obey principles of rigor, coherence and equity, so as to successfully implement a training methodology adjusted to Apl, S.A.’s real needs.

Apl has sought to respond to the training needs diagnosed by the services through an integrated evaluation. the intention is to improve the capacity to respond to the various departments and, consequently, to the company as a whole.

A total of 131 courses took place in 2008, spread among different thematic areas, involving 559 participants, during a total of 9 954 hours of training, distributed in the following way:

14 courses took place in company facilities. these were directed above all at areas such as security at work and the certification of abilities, involving 361 participants and 6 222 hours of training.

At an external level, a total of 117 courses were attended by 198 participants during a total of 3 732 hours of training, in diverse areas such as: security, environment, law and human resources, involving some travel abroad.

of the activities that took place in 2008, the following two projects, by their nature and broad reach stand apart:

Faced with the importance of the theme “security”, there was a need to create an internal organizational system. emergency teams were created with individuals assigned to the specific operational functions, to which training was provided in an appropriate way and a real context.

For such, activities were created in the scope of the First Intervention Brigade and First Aid, to a total of 28 and 33.5 hours, with the participation of 21 and 22 people, respectively.

In the scope of the Government’s “new opportunities Initiative”, Apl, S.A. associated itself to the effort to increase qualifications of its workers, implementing the process RVCC (Recognition, Validation and Certification of Competencies). For this purpose a Collaboration Agreement was signed with IeFp (Institute of employment and professional training).

this project started in november 2008 with an initial training at a basic level in tIC (Information and Communication technologies), for a total of 100 hours, with 48 participants.

the process RVCC will begin in March 2009 and it is expected that the first certificates (equivalences to the 9th year of schooling) will be obtained in May.

After this first phase a new stage will be scheduled (for the equivalence of the 12th year of schooling) and should take place during the second semester of 2009.

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Internships

the policy of regular concession of internships of a curricular nature or with a greater professional stance has proceeded in 2008. this policy took into consideration, in both cases, the need to offer an effective experience in a working environment to favor entrance to the job market.

In function of their respective training/schooling, professional expectations and projects, pupils are functionally integrated in the services. these services have demonstrated the necessary availability, offering pupils the chance to get involved in an active way.

In this context, and following requests from Higher education establishments or spontaneous applications, 6 internships took place during the year for students of undergraduate degree programs in Marketing Management (portuguese Institute of Marketing Administration), Geographical engineering (Faculty of Sciences of the universidade de lisboa) and Human Resource Management (Higher education School of Business Science of the polytechnic Institute of Setúbal).

Social Action and occupational Health

the total number of beneficiaries affected by this private health and social assistance regime registered a considerable decrease in 2008. this was due, in the last year, largely to the alterations introduced in the Regulations as of September. the system in its plenitude is only available for those already enrolled on the date of Apl’s transformation into a limited company of exclusively public capital.

Following the aforementioned alterations, a process of reenrollment of all spouses via documentary evidence with a view to satisfying the new rules took place. this resulted in 44 cancellations for disconformities with the requirements defined by the new Regulation of the Apl, S.A. Health System.

Additionally, until 31 December, 19 workers transferred to the ADSe regime. these were previous beneficiaries of the Health System, as well as 33 familiar members.

A reduction in the number of beneficiaries’ children was recorded due to the fact that they reached 25 years of age or began a professional activity.

thus, with a decrease of 178 people, representing a 7.6% reduction versus the previous year, the population of the Health System totaled at the end of the year, 2 143 beneficiaries distributed between active workers (8%), family (31%) and pensioners (61%).

totAl BenFICIARIeS At tHe enD oF tHe YeAR

2008 2007 2006

2500

2000

1500

1000

500

0

2143 23

21 2426

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the average number of persons enrolled went on to decrease, going from 2 352 beneficiaries in 2007 to 2 249 in 2008.

With regards to costs, and related to medical assistance, a reduction of 9.9% occurred in 2008 versus 2007, with expenditure decreasing from 3 337 808 € to 3 008 957 €.

However, income grew by around 5.5% when compared with the previous year, once refunds and contributions went from 895 973 € in 2007 to 945 234 € in 2008.

As a consequence, net Capita with regards to medical assistance reduced from 1038.2 euros in 2007 to 917.60 euros in 2008.

In the area of social assistance, and moving away from the tendency of the last years, costs increased by 2.6%. this increase reflected the workers who had adhered to the extension of Social payments in light of the respective Regulation.

the capitation of 145.262 € in 2007 increased to 149.094 € in 2008 leading to an annual variation of 61.7 € to 65.50 €.

the recorded value included beneficiaries of the private Apl, SA Health System, current workers and family members who had adhered to the Social payments through an optional payment of 0.75%. the combination of these groups represents a total of 2 276 beneficiaries.

the combination of costs with breastfeeding subsidies, in infancy, and studies, that previously showed a continued decreasing evolution, recorded an increase of 2.7% in 2008 due to the increase in the aforementioned workers and family members.

Globally, net costs with health and social assistance presented a decrease of 14.5%, (2.587.097 € in 2007, versus 2.212.817 € in 2008), with a corresponding capitation regressing from 1.100 € to 1.032 € (values recorded including expenses with social assistance for those adherents with a mode of payment of 0.75% of contributions).

Security and Health at Work

In line with efforts made during the previous year, Apl looked to provide continuity through an intervention seen as fundamental in this area, with two distinct focuses:

- Closer interaction with workers to get individuals involved and sensitive to a larger problem that involves the division of objectives;

- through more concrete initiatives and through the definition of rules in accordance with regulations specific to certain areas.

With this in mind and among the actions carried out in 2008, the following are noteworthy:

periodic meetings with Workers’ Representatives for the SHSt;

training on firefighting and first aid for the teams formed for the Internal emergency plan;

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Anti-tobacco sessions following the publication of law no. 37/2007, 14 August.

there was also place for diverse actions with many visits to work spaces, of which the following are significant:

Conclusion of thermal comfort and air quality measures in the various establishments during the hot season (Summer);

Start of regular alcohol testing;

Coordination of works security and the analysis of Health and Safety plans.

G. Computer Science and Communications

the activities carried out in this area in 2008 are aligned with the investment projects foreseen in the plan of Activities and Investment Budget for 2008, and with a continuous search to provide quality services to internal departments, external partners and clients.

Common port platform (pCom)

As defined in Ministrial order no. 767/2007 of 9 July, and agreed between the ports of lisbon, leixões and Sines, and Customs Administration (DGAIeC), the pCom system began operating on 1 January 2008. the system, interconnected with the SDS system of the DGAIeC, was designed to send all information related to the dispatch of ships and cargo electronically. the DGAIeC only definitively defined the

impossibility of delivering any declaration on paper as of 15 november 2008.

In fact, till this date some exceptions have been noted that correspond to modules not yet implemented in the two systems. these modules were phased-in to production, with respective training and support to users of the port community.

the use of the pCoM/SDS system at the port of lisbon had a very positive evolution and proven progress. With almost 5% of processes with electronic documentation completed or almost complete at the start of the year, by the end of December this figure reached 83.5%, showing the evolution and maturity of the system.

this fact is supported by the efforts and dedication of the pCom Support team, which helps all users of the system, internal and external, in direct contact with the Help-Desk of Customs Administration. this team is available 7 days a week between 09:00-24:00.

the micro-site pCoM was created on Apl’s portal to support the whole pCom/SDS system. the micro-site offers users the possibility to consult regulations, and technical and business procedures for the supply of electronic information and for the electronic sending of manifests, help documents for new customs and port procedures, pCom training manuals and monthly statistics on platform use.

At the end of 2008 in the scope of the Forum of procedure Simplification at the port of lisbon, a process of preparation and adaptation of pCom began so that the remaining official authorities (SeF, Maritime Health and Captainship) could start to provide electronic dispatches of ship departures in the first trimester of 2009.

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procedures and electronic port Information (pIpe Seconde phase)

Within the scope of this project that is managed by the Association of the ports of portugal (App), the monitoring and analysis of specification documentation and common developments took place as well as an active participation in the definition of Apl’s particular requirements and an evaluation of specific developments.

From a technical point of view, the integration of the pIpe architecture within Apl’s system architecture was defined, as well as the installation of development and quality environments.

portuguese Motorways of the Sea (portMoS Second and third phase)

Apl’s participation in the meetings to support this project, carried out under the management of App. the project was concluded by two pilot tests, one in Sines and another in leixões, where the info-structure developed in the second phase was also tested.

Apl portal (Second phase)

this project, that began 28 november 2007, was concluded, as foreseen, on 24 July 2008.

In this second phase a set of new modules and functionalities were developed, that were reflected in the three areas of the portal (Internet, Intranet and extranet) and benefited from the involvement of all Apl operational units. these include: “news ticker”; RSS; online statistics; printer-friendly (improvement); translations (improvement); photo Gallery; event History; Competitions and Consultations; tables of Ships – ordering, total number

of ships and countermark; Approaching and departure zone; Regular lines; Directory; ultraSearch in the Directory; portal Indicators (improvement); pCom Micro-site; pCom Alerts; pCom States; pCom news; Suggestions and pCom Complaints; news (improvement); tide gauge and data download; Integration with Document Management (SAp/DMS); Rooms and Resources; password Recovery; Client and Supplier Current Account.

these modules and functionalities made the portal more dynamic and interconnected with other applications, and information systems, making it a consolidated support tool for Apl business, as can be seen by the number of visits and the most visited pages.

In 2008 a total of 1 316 926 pages were visited, which is double the number registered in 2007. the average number of visitors per month in the second semester of 2008 was 25 300, 9 575 were habitual visitors (38%).

the ten most visited pages (that corresponded to 37% of total visits) are the table of tides, Ship Arrival Forecast, Ships at port, Stages of Ships at port, Meteorology, home page of “Cruises”, home page of “the port of lisbon”, Monthly Forecast of Cruise Ships, Cargo Ships at port, and History of Ships at port.

Document Management System

this project that began in December 2007 had an approximate production start date of April 2008. However this only began in May, in virtue of the organizational restructuration carried out in the company.

the document management system, implemented through the DMS module (Document Management System) of SAp, clearly achieved its

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objective. this system would “endow the organization with an electronic system of document management that would drastically reduce the circulation of paper and completely support the company’s activity, including decision processes, promoting the electronic dispatch”.

there was a simplification and speeding up of internal processes and procedures, resulting in an increase in the circulation speed and availability of reliable information in the company, an increase in security of information and an improvement in the efficiency and effectiveness of business processes.

Apl possesses 196 users registered in SAp/DMS.

However, with the start of the new system, it was evident that the legal office would see their work almost duplicate, once the office would continue to use a specific system that cannot be integrated with the new one.

the CA approved the decision to immediately advance with the development of a specific module (SAp/DMS-GJ) adjusted to the necessities of that office, which began operating on 21 July 2008.

SAp/DMS-GJ guarantees an exclusive model of processes for the legal office and suitable for legal procedures, as well as functionalities relating to controlling deadlines, court costs, and share value, allowing greater speed in the treatment of documentation and the monitoring of all activity through a set of indicators.

It was also necessary to increase the phase of user support for the new system, to guarantee correct use and reassure users, who from one day to the next saw their routines and procedures profoundly altered.

Customer Relationship Management System

the planned conversion of processes related to property Management took place. these processes were supported in the Maximizer application for the talisma, and resulted in the consequential deactivation of the Maximizer and the integration of these processes in the SAp/DMS.

the use of the talisma was to the pCom Support team and the possibility to use the talisma in the Management of Inventories and Maintenance of Safety equipment at the port was explored, answering to a need of Safety and port operation Management.

upgrade/Development of Applications

- New HR application

At the beginning of the second trimester of 2008 Apl opted for the substitution of application GIAF/RH instead of upgrading, as was planned. the GIAF/RH contained all employee records, salaries were processed and training activities were recorded in it.this decision was taken after it was realised that the existing problems in the GIAF/RH system, operating at Apl since 2008, did not have a simple solution.

After analysis of various applications on the market, Meta4 Innova was selected. this decision constituted an extra cost that was not considered in the investment budget for 2008.

project Meta4 began in July and the objective of starting the year with the new application was achieved.

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- Planning of Ship Berthing – prototype

Although not foreseen initially, this project took shape during the work of assessing needs for the second phase of the portal and corresponded to an old desire of the Coordination and operations Department to carry out their tasks using a computerized system. A prototype was created, supporting only two wharves, and the work began at the end of September and is anticipated to be finished mid-January, 2009.

- The other activities carried out were the following:

the developments that began at the end of 2007 to the application GpI (Real estate Management) were finished.

Improvements were introduced to the application that manages the Multibanco (AtM) payment process between Apl and SIBS.

Corrections, improvements and new functions (SApFt) and new controls and improvements to the invoicing system (SD) were carried out to the SAp system.

the remodeling of the application of Social Works and the Medical Center occurred, due to the new regulation for Social Works; new interfaces were developed with SAp and Meta4.

System and equipment upgrades

the activities carried out in this area occurred as a direct result of the specific mission for Computer Science and Communications “… development, implementation and maintenance of a modern and efficient infrastructure in the areas of information systems and communications, oriented to the rendering of quality services…”

The main activities were:

- with regards to the storing of data, the addition of new connections and the increase of disc space, in this case to support the document management system;

- installation of a new rack for the “Blade” servers necessary for SAp/DMS, Meta4, and the SIG application, an additional layer to the second server to support the new e-mail system and the portal;

- an increase in the power and autonomy of the upS of the Data Center and substitution of the upS at Apl headquarters in Junqueira;

- widening of the monitoring of the upS and of environmental conditions to the technical centers of Junqueira and VtS;

- installation of new technical centers at Alcântara Maritime Station, including the distribution of structured cabling, and at the gatehouses of Alcântara, Rocha, Santa Apolónia and at the Mobile Bridge Cabin at Rocha;

- upgrade of the circuits dedicated to internet access;

- beginning of the work to upgrade the exchange, e-mail system, with the installation of servers, connection to the storage system and basic configurations, and the installation of the new ISA Server (proxy/Firewall) in a new machine;

- Beginning of the project to substitute the Backup systems, study of the plan of Business Continuity, implementation of a Disaster Recovery solution, and equipment substitution in virtue of the end of the lease period.

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other activities

one of the fundamental activities in the area of Computer Science is that managed by the Support service. their mission is to provide support to end-users of equipment, systems and applications currently in use. As well as the supervision of the functioning and maintenance of the respective equipment and systems.

the following results were achieved with regards to the satisfaction of service requests:

- Internal client requests: 44.7% of the requests were resolved in the first three hours and 55.7% were resolved in the first six hours, with an average resolution time of 6 hours;

- external client requests (with data from August 2008): 58.7% of requests were resolved in the first three hours and 65.5% were resolved in the first six hours, with an average resolution time of 4 hours.

20 substitutions of personal computers were carried out, 14 computers were donated, already deducted from assets (scrapped), to an institution of social solidarity and 102 requests for technical assistance were conducted externally.

Other activities developed in this area:

- Support to diverse projects:

- In the scope of port Security and operations (DuKC, Access Management, MARnIS);

- Related to Geographical and environmental Information (GnSS positioning System, ondographic and tide gauging buoy);

- In the area of economics and Finance (Multibanco/AtM payments).

- participation in diverse initiatives:

- Forum for the Simplification of procedures at the port of lisbon;

- VtS Costeiro project, with the validation of interface document;

- SafeSeanet with the validation of documentation on new flows to be implemented;

- the Brisa logistics platform, with the participation in meetings for the discussion of information flows required at the Alcântara gatehouse;

- 7th edition of the Information Systems Seminar for public Administration, which took place in evora on 16 and 17 october, 2008, with the presentation of “Sleep soundly and keep an eye on everything” by Fernando Almeida and luís Baptista;

- First annual event “Communicate and Innovate” organized by the MoptC Commission of Communication and Information technologies, which took place 27 november, 2008.

H. Marketing

In 2008, the Administration of the port of lisbon, in the scope of good practices connected to its social and environmental responsibility, developed partnerships that were strengthened through relationship and institutional marketing activities. Its policy of donations, environmental responsibility and solidarity had a strong impact on society, which can be proven by the results presented throughout the year.

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Advertising and Institutional Communication

the communication plan presented by the company that provides Media Consultancy to Apl was implemented. this involved solid internal collaboration, articulating a set of institutional communication actions that included the placement of important company messages in the press, and the management of bi-directional communication with journalists.

A series of public Relations actions were implemented aiming to inform and clarify public opinion and the Media about the novAlcântara project. A highlight included the exposition at the Alcântara Maritime Station, which was open to the public for approximately one month. the exposition demonstrated some of the less visible and debated aspects of this project, promoting a better understanding of this project. the reach and impact of novAlcântara, as well as the fundamentals at its origin, constituted a central part of this display. this initiative occurred in relation to social responsibility and respect and concern for active cooperation with our partners, port community and civil society.

the permanent research and production of content for the port of lisbon portal is important to mention. this portal is of primordial importance in the diffusion of information about the port of lisbon and its multi-functional activity.

the annual plan of advertising investment, applied in the national and international press, in generalist, business and economic specialty press, to position the port of lisbon as a dynamic force of the region of lisbon and tagus Valley and of the country.

Implementation of a Visual Identity

Signage

the placement of prototypes took place in 2008. the placement of signage in a zone defined as a geographic area of intervention occurred during the best part of 2008. However, the space between Algés and poço do Bispo, did not advance due to the indecision as to which places, managed by the port of lisbon, would pass to lisbon City Council.

Urban Furniture

the project related to urban furniture was developed and finished in 2008. this was targeted at three new gatehouses in Alcântara, poço do Bispo and Santa Apolónia. these are places strictly managed by the port and will not pass to lisbon City Council. Implementation will occur in the first semester of 2009.

the introduction of diverse receptacles for the placement of canine waste in areas managed by Apl was concluded. However, and due to the fact that during the entire year of 2008 the areas were not passed over to lisbon City Council, six adicional receptacles were placed in the area of Junqueira.

Merchandising

Diverse types of new merchandizing were produced in 2008 and existing merchandising continued to be produced.new types of merchandising such as flexible rulers and pencils were produced for sale at the Stand at Alcântara Maritime Station. the production of existing traditional merchandising continued such as caps, plastic pens, for distribution on cruises, and visits to Apl etc.

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Uniforms

2008 saw the conclusion of the first phase of distributing uniforms to Apl services that have direct contact with the general public.

Internal Marketing

Benefiting from the existing partnership between Hard Rock Café and the port of lisbon, a new counter benefit was created in 2008 involving the offering of meal vouchers to a value of € 20.00 each that were later distributed to Apl employees.

230 entrances were acquired for lisbon Zoo so that employees of the port of lisbon could enjoy a guided visit on 5 July, to see the sea lion “Marduk”, wich is sponsored by the company.

the Collaborator’s Guide was distributed.

A Christmas Dinner took place.

A “social” took place at Kubo restaurant with dinner offered to all employees.

350 umbrellas were offered to all Apl staff.

All staff were offered free inscription to the lisbon Mini or Half Marathon which took place 16 March, 2008.

Relationship Marketing

A wide variety of actions took place aimed at the public, to increase the degree of knowledge and visibility of the company, with a view to generating “goodwill” for the brand and to reach a desired level of awareness in public opinion:

the bicycle path project at the riverfront between Cais do Sodré and Belém occurred in partnership with lisbon City Council;

the program “port of lisbon open to Schools” continued through electronic invitations to 1st, 2nd, and 3rd cycle educational institutions and secondary schools throughout the country. this program focuses on the subjects of Geography, History and portuguese and includes such things as visits to the panels of artist Almada negreiros (974 visits in 2008). the communication of the program “Guided Visits to the panels of Almada negreiros” began with invitations to cultural institutions, town Councils, Area offices within Apl’s area of jurisdiction. notably, this involved receiving visitors from the national Center of Culture and the first of several groups from different areas of lisbon. these initiatives resulted in 63 visitors;

Support in the organization of the port of lisbon Regatta trophy;

thematic Children’s park – in 2008 the Board of Directors approved the project to build a Garden at praça das Docas. the tender for the construction of the Garden is pending the decision from Studies and projects.

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environmental Marketing eValue presented Apl with calculations of carbon emissions for the

period between June 2007 and June 2008. In 2008, Apl became a Carbon Zero company, proceeding with the compensation of carbon emissions through the planting of trees at Companhia das lezírias.

In 2008, non-recyclable materials and materials with no other type of existing use (screens/canvases, flags and posters from old events) were used for the production of CD holders and sports bags.

the production of “ecological islands” took place in 2008. these will be distributed throughout Apl facilities. employees will be able to separate rubbish destined for recycling, avoiding the chances of throwing materials away in general waste and promoting a more ecological attitude.

Apl was present as an exhibitor at portugal Verde 08 expo & Conferences – International Fair for Companies, Brands, products and Consumers, Friends of the environment. A specific brochure was developed for this event. Apl’s intention, by participating at this event, was to communicate its attitude and the environmental consciousness that guides the company, in favor of sustainability, as well as communicating good practices that have been adopted to reduce negative impacts on the environment.

publications For the first time the Sustainability Report of the Administration of

the port of lisbon was published. this is a reference document for the evaluation of our social and economic environmental practices, which also reflects the concern to find the best way to combine the needs of port activities with a growing demand for improved quality of life for the general public.

the brochure on the Maritime Stations of Alcântara and Rocha do Conde de Óbidos was reedited with significant improvements. this brochure is aimed at promoting this significant architectural and artistic patrimony, principally the works of the artist Almada negreiros. this edition benefited from the contribution of the artist’s family, who released previously unpublished images of the artist at work.

In the scope of the implementation of the Strategic plan of the port of lisbon, the executive Summary “Horizonte25” was published in three languages.

Continuity was given to the publications Apl is responsible for, such as: table of tides, Special norms regarding Ship Access, entrance, Stays and Departures at the port of lisbon, Report and Accounts (with an interactive digital version), and a reedited and updated Commercial Brochure.

the Collaborators’ Guide was published in direct contribution with Human Resources.

Continuity was provided to the edition of a “web letter” for the port of lisbon. In this, its second year, three new sections were created: Cargo, Cruises and others. to increase distribution the mailing universe was substantially increased, reaching about 1000 email addresses, besides making an online version available on the port of lisbon’s website for free consultation.

An aerial photographic report was performed to update the aerial photography of the estate, which was considerably out-of-date. this work was intended to record the current state of the areas under Apl’s jurisdiction. these areas had been objects of various interventions.

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Sponsorship and Support

throughout 2008, Apl invested in the creation and maintenance of sustainable relationships with its diverse stakeholders, sponsoring and supporting five large key areas of action: institutional, sport, environment, culture and social responsibility.

Sponsorship and support were given to the following events:transports & Business Seminar, 3rd port-City university league of ul Meeting; 11th AploG logistics Congress, the Diário económico Forum on port Infrastructures, XI ISt technical Days on “the portuguese Maritime Sector”; 3rd AIp Forum on the Social Responsibility and Sustainability of organizations; 2nd Seminar on leisure Boating, organized by Seixal town Council, open Days organized by the CCDR-lVt; GeotA - presentation of project Coastwatch; D. Manuel II Foundation Seminar on “the lusophone Seas”, AntRAM transporlog, lisbon Marathon, “Guide to the tagus estuary” – edition and launch of the book, oceans Regatta – oceans Festival, lisbon Classic Regatta – rowing regatta of Anl, Aporvela, estoril open, the portuguese Association of Hobbie Cats and the tall Ships Race 2012.

Continuing with the theme of sponsorship, Apl received the candidacy of the tagus as patrimony of Humanity - tagus universalis in its headquarters, led by the Association of Friends of the tagus. thus so, Apl became a partner of this candidacy to uneSCo, and very committed to pursuing this award.

even further, the following institutions were supported:nova Antena, a donation of computer equipment to this charitable, social Association, SAnAS – Voluntary Body of life Guards, portuguese Foundation of Cardiology; lisbon Zoo through the sponsorship of a sea lion.

In 2008 Apl took part in two initiatives that relied on the contribution of Apl employees. this involved the collection of clothing, books and toys to be given to the institutions entre Ajuda and Ajuda de Berço.

promotion of port Business

the following events and activities were organized in collaboration with the business area of Cargo: presence of an Apl institutional stand at the international loGItRAnS fair in Madrid, in partnership with teRtIR, CoMISMAR, IBeRol and Cp CARGA, presence at logitrans in estoril in partnership with companies within the port of lisbon Community, participation in the event technological portugal – communicating the Jup platform – unique port Window (Janela Única portuária), the first Barreiro Institutional and Business Show, Rete – support to events that took part in the spirit of Apl activities as president of this network, management of communication of novAlcântara and its respective exhibition.

Considering that the Maritime Stations are the first point of contact between cruise passengers and the port of lisbon, to take maximum leverage of this first impact it was considered appropriate to introduce small improvements to the station interiors and to work on their decoration. passengers were also welcomed with animation at the wharf and a plaque exchange ceremony on board the ship.

events in open and Covered Spaces

Despite the notable decrease in covered spaces to rent, specifically Sala das Colunas and Sala panorâmica at Alcântara Maritime Station

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and Warehouses C2 and 23, it was still possible to invoice the foreseen amount at the beginning of 2008, through a new demand for events in open spaces. Among the events that took place in 2008 the following are significant: optimus Alive, Cirque du Soleil, Kubo, the Jobfair, the Beer Festival, Cardinali Circus, II Big prize for Jet Ski, Giant Wheel, 3rd Women’s Race, Festival of Waves and Stories, on Summer, Race Against Hunger, Yolle Championship, Beach Games, Cavalia and the lisbon Classic Regatta.

Besides these events the following were authorized and managed:

- 43 sport fishing activities;

- 69 filmings/photo sessions;

- 34 parking reservations;

- 40 firework/pyrotechnic shows;

- 156 events carried out in open spaces (placement of tents, car shows, promotional activities, etc.).

Sale of outdoor Advertising Space

the contract with JCDecaux continued in 2008 for the commercialization of advertising space along the riverfront.

A contract for 5 years was signed for the installation of a giant screen at Santa Amaro Docks.

An advertising contract was agreed for the façades of Warehouses C1 and C2, until the end of 2008.

Diverse spaces were sold, for the placement of canvases for a short period.

I. Investments

Investments in 2008 reached a total amount of 29 458 466 euros, distributed in the following way:

eVolutIon oF InVeStMent

2008 2007 2006

50 000

40 000

30 000

20 000

10 000

0

29 4

58

44 4

37

22 5

15

(thousand euros)

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INVESTMENTS Value (euros)

Rehabilitation and Reinforcement of the Quay between Stª Apolónia and Jardim do tabaco (First phase)

17 342 109

european Maritime Safety Agency and european Monitoring Center for Drugs and Drug Addiction

5 956 083

Remodeling of the Riverfront protection at Barreiro 964 458

Re-qualification Works of the Fishing Center at trafaria 523 063

Computer Science and Communications 1 348 023

Document Management Infrastructure 4 235

Supply for the pilots Department 684 049

Maritime equipment 155 178

Apl portal 192 636

Buildings and other Constructions 204 854

other Investments 2 083 778

TOTAl 29 458 466

PIDDAC CONTRIBUTIONS (thousand euros)

Rehabilitation and Reinforcement of the Quay between Stª Apolónia and Jardim do tabaco

1 850

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J. Analysis of economic and Financial Condition

Results

Results for 2008 can be broken down as follows:

RESUlTS (thousand euros)

2008 2007Variation (%)

2008/07

earnings Before Depreciations and provisions

17 908 15 453 16%

operating profit 3 244 1 284 153%

Financial loss -3 804 -2 107 81%

Current profit -561 -823 -32%

extraordinary profit 1 373 2 633 -48%

net profit 768 1 777 -57%

Operating Profits show a positive variation of 153% when compared to the year of 2007 (2007: 1 284 thousand euros, 2008: 3 244 thousand euros). this increase occurred essentially due to the positive variation of 20.3% in Staff Costs, following the results of actuarial studies developed for this purpose, 31 December 2008, with regards to the alteration in regulation on Social and Cultural Works, with effect 1 September 2008. the impact on post-employment benefits totaled 2 698 thousand euros which positively affects Staff Costs.

Financial Loss shows a negative variation in absolute terms of 1 697 thousand euros compared with 2007 (2007: -2 107 thousand euros,

2008: -3 804 thousand euros). this negative variation is a consequence of the increase in bank debt to finance investments that totaled 29 458 thousand euros, of which the following are noteworthy:

- the project of rehabilitation and reinforcement of the Quay between Santa Apolónia and Jardim do tabaco (first phase) – 17 342 thousand euros;

- the finalizing of the project for the Construction of european Agency Buildings, situated at Cais do Sodré – with 5 956 thousand euros;

Combined with the maintenance of large investments over the last 3 years, the world financial crisis which began in the last trimester of 2008 provoked not only an increase in the volume of financing capital, but also an increase in “pricing” with a revision of banking spreads.

Extraordinary Profit shows a decrease of 48% (2007: 2 633 thousand euros; 2008: 1 373 thousand euros), this variation depicts the provision made in 2008, in the sum of other Costs and extraordinary losses, for the payment of incentives for early retirement of Apl, S.A. employees, in the scope of the Service order no. 029/2008, 19 September and 030/2008, 30 September, which totaled an amount of 680 thousand euros.the positive Net Result for 2008 business benefited from the following determining factors:

- positive operating profit of 3 244 thousand euros;

- positive extraordinary profit, 1 373 thousand euros;

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Indicators

With reference to the different indicators calculated for 2008, in comparison with 2007, please note:traffic Indicators

- Increase in Maritime passenger traffic from 305 185 in 2007 to 407 508 in 2008 (+34%).

- Decrease in the number of containers transported, from 372 476 in 2007 to 371 957 in 2008 (-0.1%).

- Reduction in the amount of transported cargo from 13 979 in 2007 to 13 580 in 2008, (-2.9%).

economic performance Indicators

- economic performance Indicators

- Growth in Business Volume turnover of 2%

- Growth in operating profit (eBIt) of 153%

- Growth in earnings Before Depreciations and provisions (eBItDA) of 16%

Financial performance Indicators

- Increase in profitability of Services Rendered by 4.2 p.p.;

- Decrease in Return on Assets by 0.3 p.p.;

- Decrease in Return on equity by 0.8 p.p.;

Balance Sheet Indicators

- Increase in the Volume of Borrowed Capital by 7.4%;

- Decrease in the Volume of equity by -0.1%.

Bank Debt

on 31 December, 2008 medium/long term and short term bank debt totaled 116 734 thousand euros, divided as such: 46 935 thousand for short/medium term and 69 799 thousand euros for short term.

In 2008, the increase in the total level of bank debt came exclusively from the volume of investments carried out to a total of 29 458 thousand euros. In 2009, Apl intends to restructure a large part of the bank debt for short term to medium/long term regarding financing for construction works for the installation of the headquarters of european Agencies, situated at Cais do Sodré, which as of 31 December, 2008, totaled 46 620 thousand euros. this restructuration will be done, in principle, through the consignement of the rent being the signing of rental agreements effective 1 May, 2009. Statement of Income by Nature

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DESCRIPTION 2008 2007 Variation 2008 / 07

(euros) Valor %

EXPENSES 56 161 139 54 943 095 1 218 044 2,2

Operating Expenses 49 394 563 50 567 153 - 1 172 590 -2,3

Cost of Goods Sold and Materials Consumed. 73 958 96 878 - 22 920 -23,7

Supplies and external Services 13 301 765 11 166 591 2 135 174 19,1

Staff Costs 15 198 735 19 068 818 - 3 870 083 -20,3

Depreciation of tangible and Intangible Fixed Assets

14 516 132 13 967 705 548 427 3,9

provisions 148 039 201 792 - 53 753 -26,6

taxes 1 468 681 1 680 191 - 211 510 -12,6

other operating Costs 4 687 254 4 385 178 302 076 6,9

Financial Expenses 5 032 101 3 385 175 1 646 926 48,7

Extraordinary Expenses 1 690 598 958 341 732 257 76,4

tax Income 43 877 32 426 11 450

NET PROFIT FOR THE YEAR 768 320 1 776 819 - 1 008 499

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DESCRIPTION 2008 2007 Variation 2008 / 07

(euros) Valor %

INCOME 56 929 459 56 719 914 209 546 0,4

Operating Income 52 638 081 51 851 009 787 072 1,5

Sales and Services Rendered 73 958 96 878 - 22 920 2,3

Supplementary Income 13 301 765 11 166 591 2 135 174 19,1

Works for own Company 15 198 735 19 068 818 - 3 870 083 17,2

other operating Income 14 516 132 13 967 705 548 427 -100,0

Adjustments and Depreciations 148 039 201 792 - 53 753 70,6

Financial Income 1 227 683 1 277 964 - 50 282 -3.9

Extraordinary Income 3 063 696 3 590 941 - 527 245 -14.7

Earnings Before Depreciations and Provisions

17 907 688 15 453 353

Operating Results 3 243 518 1 283 856

Financial Results - 3 804 419 - 2 107 212

Current Results - 560 901 - 823 355

Extraordinary Results 1 373 098 2 632 600

Results Before Tax 812 196 1 809 245

Net Profit For The Year 768 320 1 776 819

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INCOME 2008 2007

C % C %

TOTAl 56 929 459 100,0 56 719 914 100,0

Sales 701 0,0 3 870 0,01

Services Rendered 50 543 219 88,8 49 420 921 87,1

port Management 34 279 911 60,2 33 185 543 58,5

tariff Regulation 19 370 858 34,0 18 483 043 32,6

Concessions 14 909 053 26,2 14 702 500 25,9

Recreational Boating Management 2 483 603 4,4 2 362 519 4,2

Real estate Management 12 314 260 21,6 12 415 613 21,9

Supplies 1 093 162 1,9 1 078 350 1,9

other Services Rendered 372 282 0,7 378 897 0,7

Supplementary Income 2 050 786 3,6 1 750 014 3,1

Works for own Company 660,035 1,2

other operating Income 27 576 0,05 16 168 0,03

Adjustments and Depreciations 15 799 0,03

Financial Income 1 227 683 2,2 1 277 964 2,3

extraordinary Income 3 063 696 5,4 3 590 941 6,3

SUMMARY

Operating Income 52 638 081 92,5 51 851 009 91,4

Financial Income 1 227 683 2,2 1 277 964 2,3

Current Income 53 865 764 94,6 53 128 973 93,7

Extraordinary Income 3 063 696 5,4 3 590 941 6,3

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EXPENSES 2008 2007

C % C %

TOTAl 56 117 262 100,0 54 910 668 100,0

Cost of Goods Sold and Materials Consumed 73 958 0,1 96 878 0,2

Supplies and external Services 13 301 765 23,7 11 166 591 20,3

taxes 1 468 681 2,6 1 680 191 3,1

Staff Costs 15 198 735 27,1 19 068 818 34,7

other operating Costs 4 687 254 8,4 4 385 178 8,0

Depreciation and Adjustments 14 516 132 25,9 13 967 705 25,4

provisions 148 039 0,3 201 792 0,4

Financial expenses 5 032 101 9,0 3 385 175 6,2

extraordinary expenses 1 690 598 3,0 958 341 1,7

SUMMARY

Operating Expenses 49 394 563 88,0 50 567 153 92,1

Loss Before Depreciations and Provisions 34 730 392 61,9 36 397 656 66,3

Financial Expenses 5 032 101 9,0 3 385 175 6,2

Current Expenses 54 426 664 97,0 53 952 328 98,3

Extraordinary Expenses 1 690 598 3,0 958 341 1,7

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Balance SheetInCoMe

2008 2007

operatingexpenses

Financialexpenses

extraordinaryexpenses

50 000

40 000

30 000

20 000

10 00052

638

1 22

8

3 06

4

51 8

51

1 27

8

3 59

1

ASSeStS

2008 2007

100%

94%

6%

95%

5%

Fixed Assets

Current Assets

eXpenSeS

2008 2007

50 000

40 000

30 000

20 000

10 000

49 3

95

5 03

2

1 69

1

50 5

67

3 38

5

958

operatingexpenses

Financialexpenses

extraordinaryexpenses

eQuItY AnD lIABIlIteS

2008 2007

Currentliabilities

Medium/longterm liabilities

equity

100%

34%

43%

23%

36%

43%

21%

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K. proposal for the Appropriation of profit

In 2008 Apl – Administração do porto de lisboa, S.A. obtained a positive net Result of 768.320,20 euros.

the Board of Directors proposes to the General Assembly that 10% of said value, 76 832,02 euros be transferred to the legal Reserve and the remaining 90%, 691 488,18 euros be considered as Retained earnings due to the accumulated loss and the investment foreseen for the near future.

Board of Directors

Manuel Alcindo Antunes FrasquilhoChairman

Daniel José de Freitas esaguyMember of the Board

Sandra Raquel Ribeiro de Magalhães Vilhena AyresMember of the Board

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1. Company Mission, objectives and policies

In legal terms, Apl, S.A.’s objective is the administration of the port of lisbon. this includes its economic activity, conservation and development, exercising competencies and prerogatives of port authority. As such, and in accordance with their Statutes, Apl will employ the necessary competencies for the day-to-day functioning of the port in its multiple aspects: economic, financial and patrimonial, management of staff and port development, as well as complementary, subsidiary or accessory activities.

Company Mission: “the provision of a port based multi-functional service aimed at the Client – our sustainability base – and according to principles of operational, economic and Financial Rationality, Social and environmental effectiveness and in accordance with Maritime and patrimonial Security best practices”

Company Vision: “to be the Heirs and Reference of the port of lisbon as an Atlantic port and the guarantors of its multifunctionality following the best patterns of quality and effectiveness”.

For the affirmation of the company in terms of our Mission and Vision the following objectives are primordial:

the implementation of the Strategic plan of Development of the port of lisbon for the next 15/20 years;

the creation and internal practice, of management principles and bases, compatible with the reality of the markets where we operate and without forgetting the principles of Authority but also of cooperation and active and social solidarity that must be some of our fundamental “flags”.

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Management Guidelines

In contrast to what happened last year, concrete guidelines in this area were never approved by Wardship.

In April 2008 the RCM no. 70/2008 was published. this approved a series of strategic guidelines directed at the State business sector that became a framework for the company’s activities regarding economic and financial performance, contracting of the rendering of public service, quality of service, human resources and promotion of equality, pension costs, innovation and sustainability, information systems and risk control and ecological purchases.

the following table shows related financial indicators and the degree of fulfillment of values foreseen in the budget for year 2008:

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INDICADORES unit. Budget Real Variation

Efficiency

operational costs/eBItDA. % 3,66% 2,76% 0,90 p.p.

Staff costs/eBItDA. % 1,45% 0,29% 1,16 p.p.

Variation rate with staff costs thousand euros 20 103 15 199 -24,4%

Supply costs/eBItDA. % 0,89% 0,75% 0,14 p.p.

Variation rate of supply costs

thousand euros 12 378 13 376 8,1%

Debt CapacityDebt/equity % 77,40% 87,00% -9,60 p.p.

eBItDA/net interest. % 27,50% 27,60% -0,10 p.p.

Average payment period to suppliers.

Suppliers/purchases × 365 (in the terms of the Council of Ministers Resolution no.34/2008, 22 February).

dias 61 105 44

evolution (days) versus the previous year. dias 149 105 -44

Return and GrowtheBItDA/revenues. % 27,20% 34,00% -6,80 p.p.

Rate of revenue growth. thousand euros 51 109 52 638 3,0%

Earnings from invested capital.

net profit/Invested Capital. % 0,17% 0,19% -0,02 p.p.

Degree of investment fulfillment

thousand euros 32 458 29 458 91%

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2. Framework

Wardship

the wardship of Apl, S.A. belongs to the Ministry of public Works, transports and Communications, through the Secretary of State for transports, while the financial wardship is conducted by the Ministry of Finance and public Administration, through the office of treasury and Finance.

Jurisdiction and patrimony

In the terms of Decree-law no. 336/98 of 3 november, the area of jurisdiction of the port of lisbon includes, in a terrestrial perspective 11 municipalities: oeiras, lisbon, loures, Vila Franca de Xira, Benavente, Alcochete, Montijo, Moita, Barreiro, Seixal and Almada, extending 110 kms riverside.

In its maritime-fluvial aspect, it encompasses an area of 32 500 ha, with limits downstream of the aligning of the towers of São Julião and Bugio and upstream, Vila Franca de Xira.

Still, in accordance with the same diploma:

the following belong to State public domain: terrains, embankments and maritime works situated within the area of jurisdiction of the port of lisbon Autorithy, and also real estate affected to fishing activity, services connected to wholesale of fish and related activities.

Real estate acquired or constructed by the port of lisbon Autorithy is

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considered integrated in the sphere estate of Apl, S.A. and, those that by suitable title reverted to Apl or were definitively yielded, even if they are identified or enrolled as State property or absent in the matrix or land register.

A protocol of intentions between the portuguese State and the municipality of lisbon was signed 28 January 2008, which foresaw the possibility of subjective change of ownership from the State to the municipality of lisbon of areas without port use or connection, current or foreseen, and not affected to the exclusive use of waters, areas subsequently identified by Apl.

More recently, in March 2009, the Decree-law no.75/2009 established the disaffection from maritime public domain and transition to State general public domain, of a set of plots situated in the following zones: the area surrounding the Belém tower, the area between Hotel Altis and the Discoveries Statue, the embankment at Junqueira, Cais do Sodré, Ribeira das naus and Matinha.

Share Capital and Appropriation of profit

the company’s capital, subscribed and performed in its entirety, is currently constituted of 12 000 000 shares, with a nominal unit value of 5 euros, and is exclusively held by the State through the office of treasury and Finance.

In the terms of the Statutes, the appropriation of eventual profits in each financial year is processed in the following way:

a) A minimum of 10% for the constitution or integration of the legal reserve, until reaching the legally requested amount;

b) Other applications imposed by law;

c) A percentage to be distributed among shareholders, as a dividend, to be defined by the General Assembly by majority vote;

d) For other purposes that the General Assembly decides are of interest to the company.

Whenever the volume of profit justifies it, the General Assembly can decide to attribute a share of the profits to employees and members of the Board, pending criteria defined for this purpose. This share of the profits cannot exceed 10% of the overall value.

In the last triennium the distribution of profit was conducted between the legal reserve and transited profit, given the investment effort carried out, foreseen to continue into the future. Furthermore, the distribution of 50% of dividends to shareholders was approved in 2007.

external Regulations

organic Statutes

Decree-law no.336/98, of 3 november, determined the transformation of the port of lisbon Autorithy, a public institute with legal status of public law and with administrative, financial and patrimonial autonomy, into a public limited company with exclusively public capital, thereafter designated as “Apl – Administração do porto de lisboa, S.A”, (Apl, S.A.).

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the diploma (with changes introduced by Decree-laws no.334/2001, of 24 December and no.46/2002, of 2 March) includes norms that regulate the activity of the company and the Statutes by which it abides, establishing the following:

“2 — APL, S. A., abides by this diploma and by its statutes, annexed to the diploma, and includes all that is not foreseen by and as to matters not foreseen by them it abides by the norms applicable to public limited companies and by the special norms whose application results from the object of the company.

3 — The performance action of APL, S. A., within the use of authority powers referred to in this diploma, abide by norms of public law.”

2 — Within the scope of the attributions referred to in the above number, APL, S.A. shall be authorized to:

a) Attribute private use and define the respective public interest for purposes of concession in relation to assets of public domain as well as to the practice of all acts pertaining to the execution, modification and extinction of the license or concession;

b) Grant licenses to port activities of conditioned performance and the concession of public port services, and allowed to practice all necessary acts for the attribution, execution, modification and extinction of the license or concession, under the terms of the applicable legislation;

c) Expropriate for public utility, occupation of land, layout of a route and administrative easement necessary for the port expansion or development, under the legal terms;

d) Stipulate rates to be charged for the use of ports, services rendered and for the occupation of properties for commercial or industrial activities;

e) Protect its facilities and staff;

f) Make public use of services inherent to port activity and its supervision;

g) Assume responsibility in matters of maritime and port safety within its jurisdiction area by defining safety conditions for the operation of the port, in all its areas, bearing in mind the need to ensure its commercial management in an adequate manner.

Staff Framework

the new Statute for port Authority Staff, annexed to Decree-law no.421/99, of 21 october (epAp), redefined the legal regime of staff that transited over from previous authorities and from workers from the former national Institute for the pilotage of ports (Inpp).

However, the essential from previous regulations pertaining to the work regime was maintained – already positively tested and stable – including a transition norm for the complete adoption of an individual employment contract regime, without prejudice to the base professional-legal situation, notably, regarding the nature of the contract and retirement regime.

therefore and in synthesis, epAp and the corresponding regulation issued by of the Ministerial order no.1098/99, of 21 December is applicable to port Authority staff, with its foundation in legislation of the individual work contract. exception made to the case of workers with a public employment contract, with direct remission in some specific domains to the regime of agents and employees of the State.

In the case of technical pilotage staff from the former Inpp, Ministerial order no.633/39, of 11 August was published in relation to the development of respective careers and remunerations, determining

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in its preamble that with necessary adaptations the legal regime that comprises Decree-law no.361/78, of 27 november is still applicable.

other external norms

Apl conforms to the Regime of the Business Sector of the State (Decree-law no.558/99, with alterations introduced by Decree-law no.300/2007) and, with regards to the Members of the Board, by the Statute of public Manager (Decree-law no.71/2007).

the following are relevant with regards to business activity:

the Regulations of the tariff System of Mainland ports, Annex to Decree-law no.273/2000, of 9 november is applicable within the port Authority’s area of jurisdiction, and regulates the supply of goods and services, to be satisfied against payment of corresponding taxes;

Decree-law no.48/2002, of 2 March, that approves the General Regulations of the pilotage Service;

Regulations with regards to port and environmental safety, namely:- o Decreto-lei n.º 46/2002, que atribui às autoridades portuárias a competência integrada em matéria de segurança nas suas áreas de jurisdição;

- Decree-law no.46/2002, that attributes port Authorities with integrated competence in issues of safety within their areas of jurisdiction;

- Decree-law no.284/2003, that transposed to national legal order, Directive no.2001/106/eC, of the european parliament and of the Council, of 19 December, regarding ships that call at Community ports or navigate within areas under the jurisdiction of Member States,

applies the international norms pertaining to navigation safety, to the prevention of pollution and to living conditions on board ships, and Directive no.2002/84/Ce, of the european parliament and Council, of 5 november, which changes the first one in terms of maritime safety and the prevention of pollution by ships.

- Decree-law no.226/2006, of 15 november, establishes the co-operation modalities between entities with competencies within the scope of safety and protection of ships and port facilities. Also, as well as including in the national judicial system Community provisions on these matters, with a view to adopt, execute and comply with the International Code for the protection of Ships and port Facilities (ISpS Code).

the law of ports: its development relies upon the support of an expert Commission presided by the Chairman of IptM, and which includes all Chairpersons of port Authorities and other individuals of acknowledged merit, is still being reviewed by the diverse entities involved, with an anticipated publication date of 2009. the diploma will provide instruction on the following areas:

- planning and sustainability of the national port system;

- Activities developed within the areas of public domain under port jurisdiction (port operations, recreational boating and fishing) and other non-regulated port activities;

- port work;

- the regime of mainland port tariffs.

Following the publication of the Water law (Decree-law no.58/2005, of 29 December), that transposes community norms to national law, establishing the bases and the institutional framework for the sustainable management of waters, namely interior, transition and

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coastal waters and underground waters, Decree-law no.226-A/2007, of 31 May, was approved establishing the regime of use of water resources.

Internal Regulations Competencies Regulation – Competencies delegated to the Members

of the Board of Directors and competencies sub-delegated to Heads of Departments.

organization manual that includes the values, competencies and organizational principles, as well as the organic structure and mission / attributes of the various departments.

port of lisbon management and tariff regulations that establish the norms that adjust the use of various available services as well as the rates applicable, namely within the areas of port management, dominal uses and events and water, energy and equipment supply.

Regulation for Apl, S.A.’s Social and Cultural Work – that defines the rules of use of the health sub-system and social assistance provided by the company.

System of Quality Management of the Department of pilotage and VtS (certification in accordance with Standard np en ISo 9001:2000).

the norms for the control of water quality in relation to the activity of ship water supply.

Regulation of Solid urban Residues applicable within Apl, S.A.’s area of jurisdiction.

Internship regulation.

Regulation of performance appraisal.

Internal regulation on the prevention and Control of Alcohol Consumption.

Regulation of the port of lisbon Authority.

Regulation of the Management of Ship Residues.

Regulation of the use of Information technology, electronic Mail and Internet Resources.

Regulation of Apl Staff uniforms.

Code of ethics.

Regulation of the Acquisition and Rental of Goods and Services.

Collaborators’ Guide.

In 2009 the following was published:

Regulation of the Control and Consumption of tobacco at Apl, S.A.

3. transacções relevantes com entidades relacionadas Relevant Transactions with Related Entities

In the terms of the Decree-Law No.257/2002, of 22 November, “the IPTM has as its objective the supervision, regulation and inspection of the maritime and port sector (…), as well as the administration of the ports under its jurisdiction, aiming at their economic exploration, conservation and development, including the exercise of competencies and prerogatives of port authority that are or come to be attributed to them.”

Considering the attributions specified in the related diploma, IPTM’s revenues are constituted of, among others, “a percentage of the revenue generated from the exploration of each port encompassed

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within port administration, to be established annually by official communication by the Minister in authority”.

Association of Portuguese Ports (APP – Associação dos Portos de Portugal)

In the terms of its statutes, this association has as its founding partners, the port authorities and as its objective “to ensure the defense and promotion of the interests of its associates and to contribute to the development and modernization of the national port system.”

the financial resources of the Association are, among others, contributions from the partners.

4. other transactions

Acquisition of Goods and Services

the regulation for the Acquisition and Rental of Goods and Services of Apl, S.A. was approved in 2008. this regulation establishes the applicable procedures in this area.As is stated in this regulation, with regards to special sector1 procedures, the Cpp must be applied – Code for public Contracts (Decree-law no.18/2008, of 29 January), with reference to Article 11, so long as the value in question is equal or superior to 412 000 €. All remaining processes of acquisition are established by the Regulation, which defines situations where Consultation or Direct purchase is possible or required.Besides the procedures to be adopted for the acquisition/rental of goods and services, the regulation states basic principles to be applied to

transactions. In the terms of Article 4:

“1. Pre-contractual procedures of acquisition or rental of goods or services carried out by APL will always respect, among others, the principles of transparency, equality and competition.

2. APL guarantees the non-discriminatory description of the objective of the contract, the equality of access for economic operators from all Member States of the European Union and the mutual acknowledgement of their diplomas, certificates and other proof of formal qualifications, appropriate periods, transparent and objective approach and the fulfillment of procedural rules with regards to the decision of adjudication of the contract, as well as the possibility of judicial protection.”

transactions that did not take place in market conditions

transactions outside of market conditions did not occur.

Suppliers who represent more than 5% of the Supplies and external Services, with a value superior to 1 million euros

- DRAGApoR – Dragagens de portugal S.A. - GRupo 8 – Vigilância e prevenção electrónica, lda.

1 - In the terms of CCp (Art. 9), the following activities in the transport sector (maritime) are considered: those related to the development of a geographical area, with a final objective of providing transport terminals to maritime or fluvial transporters, in this case maritime ports or interior ports.

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5. Governance Model and Members of Company Supervisory Bodies

Apl, S.A., has as its company supervisory bodies the General Assembly, the Board of Directors, and the Audit Committee, whose competencies are set out in law and in the Statutes (Decree-law no.336/98, of 3 november, with alterations introduced by means of the Decree-laws no.s 46/2002 of 2 March and 334/2001, of 24 December and the alterations approved in the General Assembly of 12/05/2008).

the current members of these supervisory bodies were elected on 12 May, 2008 for a mandate corresponding to the triennial 2008-2010, with the exception of the Sole Statutory Auditor who was nominated on 31/07/2008 in a proposal from the Audit Committee on 10/07/2008.

a) General Assembly

In the terms of the statutes, and with regards to the participation at the General Assembly, the norms applicable to Apl, S.A. determine that:

“the State is represented (…) by the person (…) assigned in the joint official communication by the Minister of Finance and the Minister responsible for the port sector.(…)

the members of the Board of Administration and the Audit Committee should be present at the meetings of the General Assembly and can participate in its work, but will not have, in this quality, the right to vote.”

Composition: the representatives of the State at the General Assembly are the following:

president of the General Assembly – portuguese Industrial Association

Secretary of the General Assembly – teresa Isabel Carvalho Costa

Competencies:

“(…) the General Assembly deliberates on all subjects where the law or present Statutes have attributed competency, (…) especially (…):

a. to deliberate on the management report and business accounts, as well as on the proposal of appropriation of profit and proceed to the general appreciation of the administration and supervision of the company;

b. to approve the annual and multi-annual plans for maritime and terrestrial works and port equipment;

c. to approve the annual budget and investments;

d. to choose and dismiss Members of the General Assembly, Board of Directors, Audit committee, the Statutory Audit Committee, or the Auditors;

e. to deliberate on any alterations of the Statutes and increases in capital;

f. to deliberate on the remunerations of the Members of company supervisory bodies, being able, for this effect, to assign a commission to set remunerations;

g. to authorize the acquisition and alienation of property and investments, when the respective value exceeds a value corresponding to 10% of share capital;

h. to deliberate on the issue of securities or other titles of debt;

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i. to deliberate on the emission or conversion of shares or other titles in merely a contractual form.”

b) The Board of Directors

this is an executive body, elected by the General Assembly

Composition: it is constituted of one Chairman and two Members, with responsibilities in diverse areas of activity, defined as follows:

- Chairman - Manuel Alcindo Antunes Frasquilho Consultancy, planning and Management Control, economy and Finance

and port Business

- Member - Daniel José de Freitas esaguy patrimony and Works, Security and environment

- Member – Sandra Raquel Ribeiro de Magalhães Vilhena Ayres Marketing, General Administration, Human Resources, Information

technology and Communication

Competencies:

“ (…) - The Board of Directors manages business and carries out all acts and operations relating to it that do not fall into the area of competence attributed to other supervisory bodies, with the following responsibilities:

a) To elaborate the annual and multi-annual plans of maritime and terrestrial works and Port equipment to be submitted for approval by the General Assembly;

b) To construct, to acquire, to conserve and to monitor maritime and terrestrial works, the floating and terrestrial equipment of ports, as well as conserving riverbeds and accesses;

c) To elaborate the necessary regulations for port activity;

d) To exert or to authorize and regulate port activities, or directly related activities, respecting the movement of ships and merchandise, the storage and other renderings of services, such as supply of water, electric energy, fuels and the lease of equipment, and to apply sanctions foreseen in the law, without affecting the competencies attributed to other entities;

e) To elaborate the budget and its alterations;

f) To elaborate and to submit to approval of the General Assembly the Management Report and Accounts, as well as the proposal for the appropriation of profit;

g) To define the structure and the general organization of APL, S.A.;

h) To nominate and to relieve those responsible for services, as well as admitting, hiring and exonerating the necessary staff to perform APL, S.A.’s tasks and to exert respective disciplinary power, as per the applicable legal terms and regulations;

i) To deliberate on the acquisition of loans or other financial operations;

j) To authorize the concession of subsidies to official or private entities whose activities interest directly or indirectly the activities of APL, S.A., as well as works of a social or cultural nature;

l) To deliberate on the creation of free trade zones or general warehouses in the area of the Port of Lisbon and to present the respective proposals to the competent ministries;

m) To manage the public domain in its area of jurisdiction, to attribute

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licenses and concessions for its use and to define the public interest of the respective privative use for the purpose of concession;

n) To attribute concessions to conduct activities in port installations, of services or related activities, and of areas destined for industrial or commercial installations correlated closely with those activities;

o) To request statistical elements, data or forecasts to Port users relating to activities conducted in the area of jurisdiction, that assist in the evaluation or determination of general movement of ports or for any another related statistical purpose related to the activity of APL, S.A.;

p) To guarantee the security of port installations, promoting necessary regulation and using adequate means and devices;

q) To carry out personal, property or other insurance deemed necessary;

r) To acquire, to take or to lease property, as well as alienating those that are not integrated in public domain, situated inside or out of the jurisdiction zone, in terms of the applicable legislation;

s) To charge and to collect revenue proceeding from activities of the Port and all others that legally belong to it and to authorize the restitution of outstanding debt;

t) To promote the expropriation for public use of property and to exert administrative and port servitudes;

u) To approve internal regulations destined to the execution of present statutes and whatever is necessary for the good functioning of the services and their fulfillment;

v) To represent the company in judgment and outside of this, actively and passively, being able to give up, to compromise and to provide statements in any lawsuits and, to elaborate arbitration conventions;

x) To constitute company executives with powers that it deems convenient;

z) To establish, when necessary, agreements with other legally competent public entities related to the management of property, constitution of uses and coordination of activities non-Port use;

aa) To exert competencies that are attributed to it by law or by the General Assembly.”

c) Auditing Bodies, also elected by the General Assembly, are as follows:

The Audit Committee are composed of a Chairman, two permanent Members and a proxy member, as follows:

- - Chairman - José luís Saldanha Sanches

- Member – Amâncio José Meireles leão torres

- Member - Maria luísa Silva Rilho

- proxy - Carlos lipari Garcia pinto

Statutory Auditor

- pricewaterhouseCoopers & Associados – Sociedade de Revisores oficiais de Contas, S.A. – represented by Jorge Manuel Santos Costa or José Manuel de oliveira Vitorino as permanent elements and by José Manuel Henriques Bernardo as proxy.

Competencies:

Beyond current attributions by law, especially, for the auditing bodies should:

a. To attend the meetings of the Board of Directors whenever it is convenient;

b. To opinion on any matter that is presented to it by the Board of Directors;

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c. To opinion on annual budgets, the Balance Sheet and the inventory and accounts;

d. To submit to the Board of Directors any subject that should be considered by it.”

Curricula of the Members of the Company Bodies

1. Members of the General Assembly1.1. president – portuguese Industrial Association

1.2. Secretary - teresa Isabel Carvalho Costa

Date of Birth: 19 August, 1968

Academic Qualifications:- Degree in economics from universidade nova de lisboa, lisbon,- post-graduation in Analysis and Interpretation of Financial

Statements, uSDA, Graduate School, Washington D.C.,- Masters in International Development and Co-operation, from the

Instituto Superior de economia e Gestão, lisbon.

Professional activity:- Co-ordinator of the Bonds and loans Center, Directorate-General of

treasury and Finance, Ministry of Finance and public Administration (since 2000),

- Counselor on the Board of executive Directors of the Banco Interamericanno de Desenvolvimento, in Washington D.C (1996/1999),

- (Alternate Representative on the Donors Committee) in Washington D.C. (1996/1999),

- High level technician at the treasury technical, Directorate-General of

treasury, Ministry of Finance (1992/1996).

Other information:- Chairman of the General Assembly of luSA – Agência de notícias de

portugal, SA,- Secretary of the General Assembly of Apl, S.A.,- Secretary of the General Assembly of parque eXpo, S.A.,

Published articles:- “Banco Interamericano de Desenvolvimento, Fonte de Financiamento

para investimentos na América latina e Caraíbas”, published in exportar Review, ICep, no. 49, December 1998.

Complementary language training:- 1998, Spanish Course, high level, at the British Council, in San José,

Costa Rica,- 1997, Intensive Spanish Course, at the Spanish language Institute, in

Cuernavaca, Mexico,- 1997, english Course: “pronunciation, Georgetown university”, in

Washington, euA,- 1996, english Course: “Communications Skills V, GS, uSDA”, in

Washington, euA,- 1995, “First Certificate in english”, at the British Council, lisbon.

2. Board Members 2.1. president of the Board of Directors – Manuel Alcindo Antunes

Frasquilho

Date of Birth: 28 July, 1938

Professional and Academic Qualifications:- Accountancy Course - Commercial Institute of lisbon,- Degree in Finance from ISCeF – lisbon,

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- Masters in Management (1980-1982) – AeSe High Studies Company connected and supported by the navarra university (Spain).

Professional Activity:- Since 2005 – Apl, S.A. president of the Board,- 2000/03 – president of the lisbon underground Management Council,- 1997/00 – president of the ReFeR Management Council – Rede

Ferroviária nacional, ep,- 1993/97 – Director and later president of the Management Council of

Cp – Caminhos de Ferro portugueses, ep,- 1989/93 – Director of several Ipe companies – Investimentos e

participações do estado Group,- 1985/89 – Director and later president of the Board of Instituto

emissor de Macau,- 1982/85 – Director of Soponata – Sociedade portuguesa de navios

tanques,- 1980/82 – Director of Ctt - Correios e telecomunicações de portugal,- 1976/80 – Manager of the Department of Internal Auditing of Ctt,- 1971/76 – Consultant at the Cabinet nuno Monteiro – organization

and Management of Companies, SARl, - 1966/71 – Auditor and “Senior in Charge” at the lisbon office of the

english Audit company Barton Mayhew & Co.

2.2. Member of the Board– Daniel José de Freitas esaguy

Date of Birth: 19 September, 1952

Academic Qualifications: - Degree in electro technical engineering from Instituto Superior

técnico, lisbon.

Professional activity:- Since 2005 – Member of the Board of Apl, S.A.,- 2003 – Advisor to the Board of Directors of IptM,

- 1998 – Member of the Board of the Maritime port Institute,- 1997 – Service Manager at the Department of port Issues of the

Directorate-General of port, Shipping and Maritime transport, - 1996 – Head of projects and Works Division of the Services and port

Issues Department of the Directorate-General of port, Shipping and Maritime transport,

- 1992 – Main Advisor of the Directorate-General of port, Shipping and Maritime transport,

- 1988 – Head of the equipment Division of the Directorate-General of ports,

- 1977 – High level technician at the Directorate-General of ports.

Other activities:- Member of the portuguese Standing Commission of AIpCn,- national representative at the 1st Iberian-American Meeting on

interchange of technological port exchange,- Representative of the Maritime-port Institute at the General Council of

the Monitoring Centre of transport Infrastructures – AIp,- IptM Representative on the national Jury of the Association of Blue

Flags of europe.

2.3. Member of the Board – Sandra Raquel Ribeiro de Magalhães Vilhena Ayres

Date of Birth: 26 october, 1970

Academic Qualifications:- 1993 - Degree in law, from the Faculty of law at universidade

Católica, lisbon,- 1994 - post-Graduation in Communication law from the Faculty of

law at the university of Coimbra’s Institute of Communication law.

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Professional Activity: - Since 2005 – Member of the Board of Apl, S.A.,- 2003/05 - Senior Consultant at the portuguese Agency for

Investment, e.p.e,- 2002/03 – part of the Cabinet for the prevention and Investigation

of Aircraft Accidents (Ministry of public Works, transport and Communications) to develop the respective legislation,

- Since April 2002 – High level technician at the Administração dos portos de Setúbal e Sesimbra, S.A.,

- 1999/02 – legal Advisor, at the Cabinet of the Secretary of State of port Maritime Administration,

- 1994/99 – lecturer at universidade Moderna, lisbon.

Complementary Training:- 1995 – Member of the law Association. Internship (18 months) at the

law firm “Diogo leite de Campos, leonardo Coimbra and Associates”,- 1994 – Course on judicial information technology, awarded 16/20,

by universidade Católica, given by Axon – Instituto de Informação normativa Avançada,

- 1992 – German: attended the Goethe Institut; G1 and G2 levels of German elementary language,

- 1989 – english: attended the British Council, “First Certificate in english”, awarded an “A” grade,

- 1989 – english: Cambridge Course, “Advanced level” with the aim of improving pronunciation and consolidating knowledge.

3. Members of the Audit Committee 3.1. José luís Saldanha Sanches

Academic Qualifications:- undergraduate degree in law from the Faculty of law of the

universidade de lisboa.

- Masters in Juridical-economic Sciences, from the Faculty of law of the universidade de lisboa.

- Doctorate in law in the area of Juridical-economic Sciences, from the universidade de lisboa.

Teaching Activity:- Associate professor at the Faculty of law of the universidade de

lisboa, retired- Coordinator of the post-Graduation in taxation at the universidade

Católica portuguesa

Main Public Responsibilities:- Member of the national Council on taxation- Member of the Center of taxation Studies at the Directorate-General

of Contributions and taxes (1984/1996)- Member of the Commission of Reediting of the tax procedure Code

(1990)- Representative of the Ministry of Finance on the Monti Commission

for the harmonization of european taxation (1996)- Chairman of the Commission of Study and Analysis of the Regulation

of the taxation process (1997) - Chairman of the Commission for the Codification of Special taxation

on Consumption (1998-1999)

Other Activities:- Director of the magazine FISCAlIDADe- Founding member of the Association of european professors of

taxation law.

Principal Published Works:Books- A Segurança Jurídica no estado Social de Direito, (lisbon 1984)- o Ónus da prova no processo Fiscal (Masters thesis) (lisbon 1987)- princípios do Contencioso tributário, (lisbon, 1987)

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- A Quantificação da obrigação tributária – Deveres de Cooperação, Autoavaliação e Avaliação Administrativa (1994)

- estudos de Direito Fiscal e Contabilístico (2000)- os limites do planeamento Fiscal (2006)- Manual de Direito Fiscal 3rd edition (2006)- Direito económico – um projecto de Reconstrução (2009)

3.2. Amâncio José Meireles leão torres

Date of Birth: 28 november, 1963

Academic Qualifications:- pDG from 2005 from IeSe, universidade de navarra- undergraduate degree in Systems and Computer engineering from

universidade do Minho, 1998.- Various specialization courses in the area of organization

Management, Human Resource Management and Strategic Management.

Professional Career:- Collaborator at Colep, SA, since 1986 until 1995, with the functions

of organization and Information technology technician and Director of organization.

- Founding partner of Agilus - organização e Sistemas de Informação, lda, assuming the functions of a managing partner from 1995 until 1998.

- Founding partner of Quality Way Ibérica – Consultores Associados, lda, assuming the functions of managing partner from 1997 until 1998.

- Founding partner of A2 - Sistemas de Informação e Gestão, lda, assuming the functions of managing partner from 1997 until 1998.

- Founding partner of Sponsor Management Consulting portugal and Managing partner of the company from 1999 until 2006.

- top Manager, of group Sponsor Management Consulting, from 2000 until 2006.

- After the integration of Sponsor Management Consulting in the palladium Group, General Director of palladium Southmed portugal and member of the International Management team of palladium Group, from 2006 until 2008.

- 2009 top Management team, eMeA Region (europe, Middle east and Africa) of pAllADIuM GRoup, Inc.

Other Activities:- Chief of Staff for the Secretary of State for the Budget of the XIII

Constitutional Government, from 1998 until 1999.- Coordinator of task Force Ano 2000 of the Ministry of Finance.- Member of the Fiscalization Council of InGA (Instituto nacional de

Garantia Agrícola), from 1999 until 2001.- Member of the Fiscalization Council of Apl (Administração do porto de

lisboa), since 2008.- Member of the Strategic Committee of Group Ctt, since 2008.

3.3. Maria luísa Silva Rilho

Date of Birth: 21 May, 1953

Academic Qualifications:- undergraduate degree in law from the Faculdade de Direito de lisboa,

concluded in July 1975

Professional Activity:- Since Feb 2000 – principal Consultant of the current Directorate-

General of treasury and Finance (DGtF) successively attributed to the Awards and Incentives team, office of prospection and Coordination, office of Resource Management and office of Financial and Budgeting Services.

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- March 91 / Jan 2000 – Head of the Division for State participations (DGt).

- May 88 / March 91 – Head of the Division of Direct and Guaranteed Internal Debt (DGt).

- Jul 90 / March 91 - Head of the Division of personnel Management (DGt), accumulating functions.

- Jun 85 / May 88 – principal Superior technician of the Directorate-General of the treasury (DGt) affected to the area of Credit Recuperation.

- nov 79 / Jun 85 – Coordinator of the legal office of the office of Credit CIFRe (Ministry of Finance).

- Jun 77 / nov 79 – legal Consultancy of the Commissariat for the Homeless.

- oct 74 / Jun 77 – teacher of Secondary education, private and cooperative.

Other Positions:- Since nov. 2008 – Member of the Management Commission of the

Support Fund for the System of payments of the national Health System

- Since May 2008 – Member of the Fiscal Council of Apl – Administração do porto de lisboa, SA

- Since Sept 2000 – Secretary of the General Assembly of pARpÚBlICA – participações públicas (SGpS), SA

- 2003 / 2005 – Chairperson of the General Assembly of the Instituto português de oncologia de Coimbra, SA

- 1997 /2004 – Member of the Fiscal Council of lisnave - estaleiros navais, SA

- 1992 / 2000 – Secretary of the General Assembly of pARteSt – participações do estado (SGpS), SA

- 1989 / 1995 – Common Representative of participants from the first and second emission of equity for RnIp, SA

Professional Training - participation at seminars, conferences and training activities

essentially in the areas of public and Business Finance, law Making, leadership and Behavioral techniques.

4. Statutory Auditor pricewaterhouseCoopers & Associados – Sociedade de Revisores oficiais de Contas, S.A.

4.1. Jorge Manuel Santos Costa

Present Position:- partner Responsible for Auditing Services- partner in the Auditing and Finance Counseling Department (ABAS)

Professional and Academic Qualifications:- Degree in organization and Business Management from Instituto

Superior de economia, lisbon.- Chartered Accountant – 1993- Several internships and training courses by Coopers & lybrand

(International), and later at pricewaterhouseCoopers, on accounting issues, taxation, auditing, information technology and management, both in portugal and other european countries: Germany, Spain, luxemburg, Holland and Switzerland.

- tutored training sessions promoted by pricewaterhouseCoopers, speaker at conferences on issues related to the presentation of accounts.

Professional Specialization:

upon entering Coopers & lybrand, he developed his professional activity essentially in the Auditing area, both in portugal and in African

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portuguese Speaking Countries. partner since 1 January, 1996. nowadays he is responsible for the Auditing of several companies also with significant experience in Due Diligence work, investigations and evaluations associated with company purchases.

At pricewaterhouseCoopers he is responsible for the public sector and for the implementation of the Integrated Audit Methodology, applicable within the scope of the American Sarbanes law - oxley.

Responsible for the Audit of the lisbon, Santarém and Faro town Councils, and for companies under lisbon town Council and Sintra educa.

He is presently Partner responsible for Auditing of the following companies/entities:

Jerónimo Martins Group, SGpS, Refer (including Refer telecom, Ferbritas, Invesfer, Ifervisa, esbento and espaços Seniores), Sines port Adminsitration, Setúbal e Sesimbra port Adminsitration, Ctt – Correios de portugal, SA, polis Firms (Viana do Castelo, Vila nova de Gaia, Matosinhos, Coimbra, Castelo Branco, leiria, Cacém, Costa da Caparica and Albufeira), Ricardo Gallo – Vidro de embalagem, SA, Grünenthal – produtos Farmacêuticos, unipessoal, lda., Ciclum Farma unipessoal, lda., Mepha – Investigação, Desenvolvimento e Fabricação Farmacêutica, lda., Merial portuguesa – Saúde Animal, lda., SoDAp – Sociedade de Desenvolvimento da Agricultura e pescas, SGpS, Interpublic Group (including Mc Cann eriksson, universal Media, Iniciativas de Meios, Megameios, Brand Connection e FCB), Sara lee Group (including Carnes nobre, Bimbo and Sara lee SGpS), Wall Street Institute, MtV networks, DCB – Distribuição de Bens, unipessoal, lda., Sapa portugal – extrusão e Distribuição de Alumínio, SA, Christian Salvesen Distribuição, Salvesen logística, produtos Alimentares António & Henriques Serrano, Bacardi Martini, europcar Internacional – Aluguer de Automóveis, Sàfilo portugal, lda., tnt express Worldwide (portugal) transitários, transportes e Serviços Complementares, Guedol – engenharia, IMS Health, BIVAC,

German School of lisbon, neste MtBe – produção e Comercialização of Éter Metil Butílico terceário, Komax portuguesa – equipamentos para Cablagens, océ portugal, nutrícia, Milupa, tekelec – Contents and equipments, Motor press lisbon – edition and Distribution, Goodyear, At&t, Cemusa, Indalux, Aquapor and its participated companies Águas da Figueira, Águas do Sado, luságua, Águas de Cascais, Águas do Vouga, Águas de Alenquer, Águas da teja, Águas do planalto and Águas da lena, F. turismo – Sociedade Gestora de Fundos de Investimentos Imobiliário, the Boston Consulting Group, Snamprotechint – Serviços e Gestão de projectos, Margueira – Sociedade Gestora de Fundos de Investimento Imobiliário, Gate Gourme Group.

He was the partner responsible for the Auditing work integrating the control actions of projects co-financed by FeDeR and FSe, hired by the Cabinet of the Manager for the operational Agriculture and Rural Development program (at the Ministry of Agriculture, Rural Development and Fishing) and the Cabinet of the Manager of the operational program for Culture (Ministry of Culture).

He was involved in works connected with the acquisitions of the following companies: Vidago Group, Inovação Group, (Inô, Feira nova, Alipor), Martini & Rossi, lda., KWHpipes, lda., Map - Indústrias plásticas, Carré & Ribeiro, lee portugal.

As responsible for the Department of Financial Consultancy he was in charge of the evaluation work of the following entities: Instituto de urologia, Soctip – Sociedade tipográfica, SA., peC – produtos pecuários de portugal, SGpS, SA, team equmeios, SA, Circulo de leitores Group, Cimpomóvel , pararede Group, Rhone poulenc Agro, Hoechst Fibras, Hidroclima, Map Key, Copam, Hoechst portuguesa, Hoechst Roussel.He also developed the strategic analysis for: Cp, Companhia portuguesa do Cobre, AnA – Aeroportos e navegação Aérea, ep and lusifar.

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Professional Biography:

entered Coopers & lybrand in 1982, was promoted to partner in January 1996.

Other information:

Good knowledge of english and French.

4.2. proxy – José Manuel Henriques Bernardo

Present Position

partner at pricewaterhouseCoopers & Associates, SRoC integrating the financial group (Financial Services)

Professional and Academic Qualifications:

- Degree in organization and Business Management from the Instituto Superior de Gestão, lisbon

- official Accounts Reviewer- Chartered Accountant- Attended various courses administered by pricewaterhouse Coopers

and other entities in the areas of finance management, accountancy, internal control, taxation, information technology and auditing in portugal and also abroad.

- Attended the Seminar “principios y modernas técnicas de venta de servicios profesionales” at la Salle university (1992/1993).

Professional specialization:

General activity of legal revision, auditing and financial consultancy in financial, commercial, industrial and service companies, both in portugal and in African portuguese Speaking Countries (Guinea-Bissau), namely in the following areas:

Banks and other financial entities:

Banco de portugal, Banco Finantia, Banco do Brasil, Crédit lyonnais portugal, ABn Amro Bank, Crédito predial português, Banco nacional de Crédito Imobiliário, Banco Internacional de Crédito, IBM Financiamento, Fundo eFtA.

Industry, Commerce and Services:

IBM portuguesa, Roca, Melka, Fiatauto portuguesa, provimi, Cp Caminhos de Ferro portugueses, tAGB-transportes Aéreos da Guiné-Bissau and Junta Autónoma dos portostutored several courses, administered by the previous and current firms, at a level of internal training in banking, leasing, and financial investments and auditing.

Professional Biography:

entered pricewaterhouseCoopers in September 1989, and was promoted to partner in July 2003.

Other information:

Good knowledge of english and French.

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Internal organization and Structure of the Company

the organization established for Apl, S.A. has as its essential premise the creation of a management matrix, with a decentralized base, participating but also empowering, that permits an unequivocal, fully perceived and assumed clarification of the “Businesses” of the Company, assuring a sustainable operational and economic-financial situation and a transparent positioning in our relationship with the markets, and its diverse agents, and with Authorities, above all those of a Municipal character.

the company structure is as follows:

Support Bodies to the Board of Directors or that, by the nature of their work, must have a direct relationship with the Board:

- Marketing and Communication Consultants

- legal office

- Administration

- Strategic planning and Management Control

Bodies related to Complementary activities fundamental to the functioning of the business of the company:

- Information technology and Communications

- Human Resources

- economy and Finance

Bodies whose activities result in the satisfaction of statutory objectives of the Company:

- Studies, projects and planning

- Construction and Conservation

- port Cargo Business

- port Business, Cruises and Recreational Boating

- Security and port operations

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Marketing and Communication

General Administration

Information technology and communications

Construction and conservation

economy and Finance

port Business Cruises and Recreational

Boating

Human Resources

port Cargo Buisness

Studies projects and planning

Security and port operations

legal office

Strategic planning and Management

Control

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the respective responsibilities are, essentially, as follows:

- MARKetInG AnD CoMMunICAtIon ConSultAnCY – to plan and to implement actions of Institutional Communication at a national and international level, strengthening the port of lisbon’s position as a multipurpose port, integrated in a context of national strategy for ports; develop internal Marketing activities to motivate collaborators and their participation to meet the objectives of the company.

- leGAl oFFICe – to ensure the responsible activity of legal practice as a method to confirm and to integrate the development of the organization, contributing to the taking of informed and grounded decisions and with sensitivity to the various aspects of Apl, S.A.

- GeneRAl ADMInIStRAtIon – to ensure the execution of administrative and documental activities and procedures connected to the necessary functioning of Apl, S.A. and coordinating direct support for the Board of Directors.

- StRAteGIC plAnnInG AnD MAnAGeMent ContRol – to ensure the development and update of the Company’s Strategic and operational plans and control of their implementation and monitor the evolution of their results.

- InFoRMAtIon teCHnoloGY AnD CoMMunICAtIonS - to define strategies for Apl, S.A.’s information technologies and communication for the development, use and maintenance of a modern and effective infrastructure in the area of information systems and communications, guided towards the provision of quality services to internal departments, external partners and customers, in accordance with strategic orientations established by the Board of Directors.

- HuMAn ReSouRCeS - to co-ordinate the management of human resources in the company, participating in the definition of the human resources policy to be followed, incorporating individual aspirations

and development, through performance evaluation processes, career development and training.

- eConoMY AnD FInAnCe - to ensure the financial management of the Company in an optimized way, looking to guarantee the necessary means for its functioning, following principles of rationality and in accordance with best practices in light of conditions in the respective markets.

- StuDIeS, pRoJeCtS AnD plAnnInG – to ensure the physical order and planning of occupancy of spaces in the territory affected to the port of lisbon, promoting and coordinating the development of urban-port studies and projects, supported by geographical information systems and environmental studies.

- ConStRuCtIon AnD ConSeRVAtIon – to ensure the execution of construction and/or remodeling works of installations and infrastructures, guaranteeing the conservation of property and the maintenance of terrestrial and maritime infrastructures.

- poRt CARGo BuSIneSS – to manage Cargo Business and its various markets and conditions, accompany and monitor concessions in economic and commercial terms, port licenses, rendering of port services, and promotional activities of port developments, seeking to guarantee the best conditions for operations and quality, efficiency and costs of services provided to cargo and the respective vessels.

- poRt BuSIneSS, CRuISeS AnD ReCReAtIonAl BoAtInG – to coordinate the management and dynamics of business related to maritime tourism and the respective property environment at the port of lisbon, looking to guarantee levels of quality compatible with the type of market where such business is inserted, following adequate patterns of effectiveness and operational and economic-financial rationality.

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- SeCuRItY AnD poRt opeRAtIonS - to co-ordinate the management of means and procedures conducive to guaranteeing port security and port environment.

6. Remuneration of the Members of the Supervisory Bodies

In legal terms, the remunerations of the different bodies of Apl, S.A. are fixed by an compensation committee. the current remunerations are those fixed by the committee, by deliberation stipulated in the Minutes of 27 August, 2002.

RoC’s provision of services, as well as the respective formalization, operates in accordance with the terms defined by the administrative body, with the payment of fees taking into account the minimum values resulting from the application of the legal regime of the RoC, specifically of no.1 of Art. 160, conjugated with no.s 1 and 4 of Art. 60, both from Decree-law no.487/99, of 16 november, and the respective attached table, without affecting that, in duly justified exceptional cases, the rules indicated in no. 2 of the invoked Article 160.

General Assembly

Values fixed for fulfillment of responsibilities through presence:Chairman – 653.97 eurosSecretary – 436.15 euros

unit: (euros)

Chairman Secretary

Presence 2007 1307,94 872,3

Presence 2008 653,97 436,15

Board of Directors

Chairman Monthly remuneration of 4.752.55 euros, 14 times per year;Representation expenses to a monthly value of 1.663,39 euros, 12 times per year.

Members Monthly remuneration of 4.204,18 euros, 14 times per year;Representation expenses to a monthly value of 1.261,25 euros, 12 times per year. obs. Representation expenses were provided 12 months of the year following the publication

of the Resolution of the Council of Ministers no. 121/2005, of 01/08/2005.

Besides remunerations, the following payments to the Members of the Board of Directors are fixed as follows:- Mobile telephone communications, with a monthly limit of 150€;- Fuel, with a trimester limit of 950 liters;- And toll charges, parking and taxi expenses, with a trimester limit of

200€.

With regards to benefits and expenses for the Members of the Board of Directors, the following indication is in compliance with the rules set out in no. 9 of the Resolution of the Council of Ministers no.155/2005 published in “Diario de República” no.192, series I-B of 6 october:

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2007 FISCAl YEAR unit: (euros)

Chairman Member (1) Member (2)

1. Remuneration

1.1. Basic remuneration 57 030,60 50 450,16 50 450,16

1.2. expenses 19 960,68 15 135,00 15 135,00

1.3. Vacations 4 752,55 4 204,18 4 204,18

1.4. Christmas 4 752,55 4 204,18 4 204,18

2. Other privileges and rewards

2.1. expenses with mobile communications 568,09 1 800,00 1 652,08

2.2. Value of the purchase, by the company, of a company vehicle 49 067,02 49 157,57 52 331,79

2.3. Value of fuel used for a company vehicle 2 547,71 2 823,49 2 774,55

2.4. Food subsidy 1 598,48 1 508,91 1 516,36

note: expenses with mobile communications and with fuel, parking and tolls, are indicated, bearing in mind that when these values exceed the respective limits (150 € / month for mobile communications and 775,00 € or 1185 € per trimester for diesel or fuel), a possible subsequent refund can be made of the excess.

3. Expenses with social benefits

3.1. Mandatory social security 14 180,84 6 983,37 12 547,28

4. Additional information

4.1.option for payment at source (yes/no) no no no

4.2. Social Security Regime Social Security CGA Social Security

4.3. Fulfillment of no. 7 of the RCM 155/2005 not applicable. the Members of the Board do not benefit from any type of complementary retirement plan.

4.4. Year of purchase of company vehicle 2005 2005 2005

4.5. exercise of option to purchase company vehicle purchase via financial leasing, with an option to buy by Apl, S.A., and not by the users.

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2008 FISCAl YEAR unit: (euros)

Chairman Member (1) Member (2)

1. Remuneration

1.1. Basic remuneration 57 030,60 50 450,16 50 450,16

1.2. expenses 19 960,68 15 135,00 15 135,00

1.3. Vacations 4 752,55 4 204,18 4 204,18

1.4. Christmas 4 752,55 4 204,18 4 204,18

2. Other privileges and rewards

2.1. expenses with the use of telephones 449 01 1 675,16 1 888,65

2.2. Value of the purchase, by the company, of a company vehicle vide nota ponto 4.5.

2.3. Value of fuel used for a company vehicle, expenses with parking, taxis and toll charges

2 757,64 3 255,11 2 904,79

2.4. Food subsidy 1 581,75 1 535,93 1 666,11

note: related to points 2.1.and 2.3. monthly and trimester expense limits are defined, with the refunding any eventual excesses by the beneficiaries. the values indicated are effectively supported by the company.

3. Expenses with social benefits

3.1. Mandatory social security 14 178,12 5 994,24 12 548,89

4. Additional information

4.1.option for payment at source (yes/no) não não não

4.2. Social Security Regime Social Security CGA Social Security

4.3. Fulfillment of no. 7 of the RCM 155/2005 not applicable. the Members of the Board do not benefit from any type of complementary retirement plan.

4.4. Year of purchase of vehicle by the company vide note from point 4.5.

4.5. exercise of option to purchase company vehiclethe vehicles affected to the Board of Directors at the end of 2008, substituting previous

vehicles, were purchased via an operational leasing regime, with a monthly rental payment. there is no option to buy.

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Auditing Bodies

From May 2008, following the alteration of Apl, S.A.’s Statutes, the auditing of the company ceased to be conducted by a Sole Statutory Auditor, and went on to be conducted by two entities: an auditing committee and the statutory Auditor.

2007 2008

Sole Statutory Auditor 21 200,00 the remunerations

of the Auditing

Council .have not

yet been decided Auditing Commitee ---

Statutory Auditor --- 21 900,00

7. Sustainability of the Company in economic, social and environmental terms

Strategic Development plan of the port of lisbon

the reformulation of the organic structure of Apl occurred in 2008 with a view to rationalizing human and material means and creation of operational conditions for the implementation of programs/Actions set out in the Strategic plan.

As such, a department for Strategic planning and Management Control was created within the structure, integrating coordinators for the following projects:

logistic platforms;port environment;Cruises;Recreational boating;Commercial Development;QSA Certification;Complementary factors of competitiveness;Coordination with Municipalities.

Strengthening of port of lisbon Competitiveness

novAlcântara project

the novAlcântara project represents one more step towards the modernization of the port of lisbon, taking advantage of its numerous competitive advantages through a firm commitment to innovation and sustainable development.this is a significant investment (more than 400 thousand euros) which will make lisbon’s role in the current Iberian logistic context more dynamic and will strengthen intermodality, given the strong investment in the use of transport, rail and fluvial. the now recommended measures will develop the connections of the port of lisbon to the new logistic platforms that will be installed in the region, besides mitigating the eventual negative impacts on the urban surroundings.the novAlcântara project, which will promote the modernization and retrofitting of the Container terminal, represents an investment of 407 million euros (227 million are invested by liscont and the other 180 by Refer and Apl). this plan is divided into two major interventions, one a railroad, and another of port nature that foresees the reorganization of the terminal.

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the project aims to allow for the urban requalification of the zone of Alcântara, situated on the transfer and passing axis of the rail and road systems. A new railroad branch for merchandise will be created, functioning by tunnel, putting an end to the existing above-water conflict with road traffic. this is also a response to a strategy of development and affirmation from the port of lisbon, as one of the main Iberian and Atlantic players in the segment of containerized load, and consolidation of its contribution to national economic growth.Between 4 and 24 november Apl, S.A. promoted an exposition on the subject, open to the public, at Alcântara Maritime Station. the exposition promoted some of the less visible and debated aspects of this project, as such promoting a better understanding of the project. the reach and impact of novAlcântara, as well as its origins, constituted the central part of this exposition.

new Cruise terminal at Santa Apolónia

the construction of a terminal is foreseen, one which will concentrate the movement of cruise ships, an activity that registered a frank growth in recent years, with the annual entry of 300 thousand tourists by sea.It is important to note the advantages of this change of cruises to a definitive terminal, constructed from scratch to receive them, with proximity to buses, train and metro. the city benefits from this operation in terms of: port organization, efficiency with embarkment/desembarkment operations, and the management of vessels with capacities that are very much above traditional levels.the works foreseen for the new Cruise terminal at Santa Apolónia, conclusion foreseen for the third trimester of 2010, include the development and the rehabilitation of existing quays, between the current Cruise terminal at Santa Apolónia and the Doca da Marinha, with the installation of a new advanced structure that creates riverbeds

that are more adequate for the berthing of cruise ships and, finally, the construction of a new Maritime Station.

Reattribution of Coastal Areas By Decree-law no.207/93, of 14 June, property within the

intervention zone of eXpo’98 was removed from public domain. this includes property situated in the area of jurisdiction of the Administration of the port of lisbon, as well as extinguishing any privative rights of the same properties.

In the terms of Article 4 of the cited diploma, park eXpo’98 S.A. must compensate Apl, S.A., for any losses incurred, taking into account, the value of property and port rates that could have been received, and pondering the duration foreseen for such uses.

the criterion established for the normative only took into consideration a decrease in revenues for Apl, S.A., resulting from eliminating private use of properties where licenses had been awarded or there was a stated period for concession. they did not take into consideration properties that were free from occupation or precarious titles of short appropriation, renewed annually, a current procedure of Apl, S.A.

the compensation to be paid by park eXpo’98 S.A. to Apl, S.A., reported in December 2006, totalized a sum of 8 278 thousand euros. Despite diverse endeavors by the different Boards, the amount was never repaid.

More recently, Decree-law no.100/2008, of 16 June, established, in relation to areas included within the State water public domain, the reallocation of maritime public domain integrated in areas without recognized port use.

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later, Decree-law no.75/2009, of 31 March, established areas to exclude from the jurisdiction of Apl, S.A. the following areas were removed from maritime public domain and integrated in general State public domain, in the terms of Article 1 of the diploma:

a) Area I - area surrounding Belém Tower, with 52 991 m2;

b) Area II - area between Hotel Altis and the Discoveries Statue, with 46 336 m2;

c) Area III – Junqueira embankment, with 95 009 m2;

d) Area IV – Cais do Sodré, with 3068 m2;

e) Area V – Ribeira das Naus, with 24 113 m2;

f) Area VI - Matinha, with 82 193 m2.

Decree-law no.100/2008, in no.3 of Art. 8, relates that “in cases of subjective dominial mutation to the title of other territorial collective public persons, the act of dominial mutation implies the approval of the council.”

In the terms of Decree-law no.75/2009, those areas continue integrated in the area of jurisdiction of Apl - Administration of the port of lisbon, and are attributed to this entity for its administration in terms that have come to be, until the resolution of council foreseen in Article 8 of Decree-law no.100/2008, of 16 June comes into effect.

From a survey conducted by Apl, related to goods registered as company property and already removed from maritime public domain and integrated into State public domain, the following net values were calculated on 31 December, 2008:

- Junqueira/Bom Sucesso Area – 6 704 788,69 euros;

- Ribeira das naus/terreiro do paço Area – 2 552 186,66 euros;

- Matinha Area - 5 410 267,25 euros.

International Cooperation

Apl is permanently available to perform cooperation activities with national and international entities connected to the maritime and logistic sector. It also conducts presentations on its activity with universities and/or business entities and establishes institutional partnerships that aim at the development of economic and social activities and university projects.

With regards to this, 2008 saw a visit of a delegation from Apl to enApoR and the porto Grande do Mindelo in Cape Verde. this visit involved working sessions that approached different areas of interest for the two companies and economic relations between the ports, such as: “Cruise Market”, “Security and environment”, “Institutional Reform of the port Sector”, “Questions on new Information technologies” and “training for the Maritime-port Sector”.

A plan of Cooperation between enApoR and Apl was agreed upon, for a period of three years (2008-2010), that allows for the programming of activities in the different areas and the relationship between economic agents in the sector.

port-City Relations

taking into account the geographic reality of the port of lisbon, Apl sees the integration of port and urban areas in a qualified form as one of its main concerns. It looks to harmonize and to address the inherent necessities of port activity and the desires of the populations.

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Rete - Association for the Collaboration between ports and Cities

the Administration of the port of lisbon, represented by its Chairman, Manuel Frasquilho, was elected in october, to occupy the presidency of Rete, an international organization that congregates ports and port cities in Southern europe.

this election which took place at the last meeting of the Council of Rete reflects the recognition at an international level, of the work developed by the port authority of lisbon in the revitalization of the coast and the qualification of operational port areas, with a view to improved integration of the surrounding urban spaces.

the Administration of the port of lisbon was an enthusiastic catalyst in the creation of Rete, which had its public presentation conducted at Rocha Conde de Óbidos Maritime Station on 1 June, 2001.

the new presidency will help the continual effort to make the organization more dynamic, with one of the organization’s priorities being the widening of its borders beyond the european continent, not only in latin America (including Brazil), but also in African countries.

the underlying objective of this is to improve relations between ports and cities, and considering that the alterations in the international economic context have imposed new paradigms of development, there should be a special concern for the management of requalification projects.

Riverside Cycle path

In September, the Administration of the port of lisbon and lisbon City Council signed a protocol for the implementation of one riverside cycle path of about 7.5 kms, situated between Belém tower and Cais do Sodré.

Apl will finance half of the necessary investment for the execution of the infrastructure – cerca 325 000 euros - and will also support the costs of the projects of the two sections relating to the cycle and pedestrian bridges over the entrances to the recreational marinas of Belém and Bom Sucesso Docks, as well as 50% of the inherent expenditure for unscheduled maintenance of the infrastructure, whenever both parties recognize the need for this maintenance.

this protocol formalizes the commitment of both parties in the cooperation for the elaboration and development of a future cycle path, also along the riverfront, in the section between Santa Apolónia and parque das nações.

this initiative strengthens Apl’s capacity and openness to make port activity compatible with recreational and leisure spaces for the public, given the exceptional conditions for the practice of outdoor activities along the 19 kms of the riverfront of lisbon.

other port-City Interventions

Remodeling of the Marginal protection at Av. Bento Gonçalves at Barreiro, this work is intended to create conditions for the public to use the area in secure conditions, remodeling a degraded structure that until recently has been prohibited to the public.

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Studies and projects have been carried out regarding the movement of land next to “Moinhos de Alburrica”, historical patrimony of Barreiro. this movement is intended to protect the foundations, worn away and fragile due to the agitation caused by catamaran traffic.

the rearrangement of Avenida Ribeira das naus, in agreement with lisbon City Council is also within that scope;

the execution and update of the following Municipal plans and Detailed plans of Municipalities included in the area of jurisdiction of Apl was carried out:

Municipal plans of Moita, Seixal, oeiras and Vila Franca de Xira;

organizational plan of the natural Reserve of the tagus estuary;

urbanization plan of upstream Almada;

national Strategy for the Integrated Management of Coastal Zones.

environment

System of Residue Management

With the implementation of the Community Directive 2000/59/Ce, in 2006, Apl became responsible for the definition and management of a residue collection system for ships and load. this service is offered to ships at the port of lisbon, a port that moves almost one million, two hundred thousand euros per year. until 2005, the collection activity was carried out by operators licensed by Apl, following regulations created for this effect that took current legislation on the environment into account. In 2007, Apl conducted about 2 261 operations to 1 792 ships, which means an average of six collection operations per day.

the tariff model of the system of residue management at the port of lisbon is a successful example among Community ports, despite existing doubts among the Community as to the implementation of the Directive. the overall revenue allows ships, mainly of small load, to use a minimum collection service, with Apl supporting the cost.

If there is profit from this system, this amount reverts in the following year to the improvement of the basic service, looking to meet the discharge needs of ships.

All recyclable solid residues collected in containers with capacities equal or superior to 6m³ are duly valued; this is the case of paper/card, glass, plastics, wood, metallic packaging, scrap metal and electronic equipment. Cruise ships are great producers of valuable, passive residues.

large capacity containers are obligatorily directed to the sorting station of the IpoDeC operator. All valuable residues are separated, baled and sent to authorized collection companies. only eventual rubbish is sent for incineration.

the majority of oily residues (about 69%) – oily lamas and from the cleaning of tanks, liquid residues and used oils – are put through valuation operations.

per year 29% of collected residues are valued, that is, about 5.800 m³.Apl functions as a regulating entity, since it requests and pays contractors only the use of operations means; it controls, and has improved, the tariff system for ships, and inspects more than one hundred ships per year. these actions show the advantages offered by its collection system and environmental concern for the correct management of residues.the adhesion of ships to this system is the test of confidence placed in the services of port Authority.

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Reduction of Co² emissions

Apl assumes its social responsibility as an interdisciplinary concept, looking to contribute to a fairer society and a cleaner environment, taking into account sustainable development in the management of human and natural resources.

Apl’s automobile fleet, for example, has been updated, resulting in a substantial reduction in the number of vehicles: this port administration had 82 vehicles at its service in 2007 and 59 at the end of 2008 (of which 36 were leased or rented).

If the economic benefits are evident, the environmental ones are also noteworthy. the reduction in the automobile fleet caused a steep drop of 17 percent in carbon dioxide emissions. the recently contracted vehicles have a better environmental performance than previous ones, preventing the emission in 2009 of about 1160 tons of Co².

Always taking into account concern for a healthier environment, Apl created a partnership with Carbon Zero, a company for environmental quality certification and attainment of compensatory solutions at this level. After analysis of the results of a study conducted by this entity monitoring the emissions of Apl SA, of buildings and fleet, Apl decided to plant 60 hectares of cork trees at the Companhia das lezírias. As such, Apl compensates Co² emissions that it produces and contributes to the reforestation of an area integrated in its jurisdiction.

ISt Cooperation

Apl signed a protocol of cooperation with the Instituto Superior técnico for the analysis and characterization of the distribution and settling of invading species of bivalve in the tagus River and the evaluation of potential environmental impacts, notably, in competition with other species of commercial interest in the estuary. this species was introduced by ballast waters from ships and, therefore, Apl assumes responsibility for the environmental impact on port activity and navigation.

Dismantling of abandoned ships

Apl, as port Authority, has the legal obligation and the environmental concern for its area of jurisdiction, to promote the removal or dismantling of all boats that are notably degraded and susceptible to being considered abandoned, or that constitute a nuisance/danger for navigation.

Dismantling activities are complex, for legal and administrative reasons, with long periods of time passing before the necessary authorization is obtained and suitable conditions are created to proceed with dismantling. this has to be sufficient to justify the means employed and the respective cost. this is the reason why abandoned boats remain in the tagus River.

However, in cases where there is a danger to public health and the environment the port authority seeks to take immediate action.

In 2008 two dismantling activities of abandoned and degraded boats were carried out: one in poço do Bispo in December 2008, where 5 boats

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were removed and the other in Seixal, in conjunction with the town Council, where 7 boats were removed in october, with 50% of the costs supported by Apl, S.A.

Management of the Bar System of the tagus

the objective behind Apl’s large investment in understanding the morfodynamic equilibrium of the bars of the tagus and the adjacent maritime zones is to guarantee navigation security and also the biophysical conditions of the estuary.

With regards to this, the following are worth mentioning:

the modernization of equipment (support to the development of new portable support equipment for pilotage, in the scope of the MARnIS project, the purchase of an ondographic buoy, and the DuKC system);

Regular actions to characterize the quality of superficial water and sediments from draggings carried out;

the protocol of cooperation established between Apl, the InAG and Costa polis to take advantage of sands dragged in the Sul da Barra Canal of the tagus estuary for the placement in the zone between seawalls of the urban front of Costa da Caprica and the remaining coastal zone, the implementation of a Detailed plan of urban Beaches. the works aim at, on the one hand, ensuring the protection of current investments by Costa polis and, on the other hand, harnessing navigation conditions and practices of the port of lisbon.

ecological purchases

the Regulation approved internally in 2008 relative to the purchase/rental of goods and services determines that the selection criteria and qualification of suppliers must be objective, where in equality of circumstances, certified entities are preferred, particularly those in environmental or quality matters.

to this effect “(…) priority is given to the criteria of energy efficiency, reduction of greenhouse effect gases, prevention of the emission of priority pollutants, prevention of the production of residues, incorporation of recycled materials, minimization of direct and indirect impacts on the conservation of nature and biodiversity, especially with regards to the acquisition of the following products and services: transports, energy, office equipment, office consumables, hygiene and cleaning products, and the rendering of services in the scope of the management and maintenance of equipment and public infrastructures.”

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Green project Awards 2008

Apl applied for the Green project Awards 2008, an initiative from group GCI in partnership with Quercus and ApA – the portuguese environment Agency. the awards consist of rewarding environmentally good practices and projects and sustainable development, materialized in projects and activities carried out in the 5 previous years.

Candidacies to the Green project Awards contemplate 3 categories: projects, Research and Development and Communication, for which awards and honorary mentions will be delivered and still possibly, a grant in the second category, at a gala where candidates are invited to attend.

Apl is a candidate for an award in the following categories:

a) project in the area of Water - Quality control of water for human consumption;

b) project in the area of Residues - Management of ship and load residues;

c) Communication in the area of Action for Awareness and Information – portugal Verde 2008;

Security

MeGApoRtS

An agreement was concluded for the initiative MeGApoRtS between the Secretaries of State for transport and for Finance and the Department of

energy of the Government of the united States of America. the objective is to install, at the port of lisbon, equipment to detect radiation provided by the Department of energy, free of charge and with maintenance included for a period of three years.

the Megaport Initiative, that complements the CSI (Container Security Initiative) - already installed at the port of lisbon - aims to prevent the entrance of radioactive and/or nuclear substances within containers to the uSA. For this purpose, Washington has negotiated the installation of radioactive detection equipment with governments and administrations of the ports with greater flow of merchandise to the uSA.

the port of lisbon is the only port in the country to possess this X-ray equipment for containers and to fulfill the north American CSI, launched after 09/11, given that it is one of the preferential ports with direct exchange with the uSA.

this equipment allows the non-intrusive detention of radiation emitted by radioactive materials or neutrons, significantly increasing the protection of port and maritime transport through its terminals, and guaranteeing better fluidity of the logistic chain.

In the scope of the future implementation of MeGApoRtS at the port of lisbon, a team composed of six elements from DGAIeC, two elements from the port of lisbon and an element from the Instituto tecnológico nuclear, travelled to Richland, in the State of Washington.

this displacement was to attend a training session at Hammer training Center at Hanford nuclear Site and took place between 30 September and 2 october, to provide a first approach to the substances that support the installation of the porticos to detect radiation in the accesses to port installations and a training session on the operation of detection of

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radioactive materials, for the future managers of the system.this training session allowed for direct contact with the materials and the procedures that will form the system to be installed at Alcântara and in the future, poço do Bispo.

Quality Management

the system of quality management of services of pilotage and control of maritime traffic – VtS has been consolidated, in the scope of the Standard ISo 9001.

Within the same system, a technical training process for pilots, notably with regards to the simulation of maneuvers took place. the recycling of operators continued at the VtS, phased in function of the respective work regime.

Internal emergency plan

In the scope of the emergency plan of the port of lisbon teams were formed to fight fires and provide first-aid. these teams included volunteer employees from various departments, who were part of several training sessions of both a theoretical and practical nature.

Dematerialization and simplification of procedures

System of corporative document management

At the beginning of May Apl put into production a platform of corporative document management that supports, in this phase, processes and flows relative to all the procedural and administrative documentation of the organization. the objective of this project is to eliminate the circulation of paper at the company.

Currently, at Apl all documentation produced or that enters the company is registered and stored, in electronic format, in the document management system, in a ciphered and unique repository. the documents can be connected to each other, associated to processes, and “circulation” is made electronically. the addressees are notified through a company e-mail system, with the automatic sending of messages that have a link to the document in question as an attachment, providing simple and very easy access to documents.

the technical component of the document management system is based on the module SAp DMS (Document Management System) and its development was made by Accenture, a company with proven experience and success with these projects. one of the crucial aspects for the fast adoption of this system was its integration with Microsoft office and outlook products, that have been in use in Apl for a longtime.

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unique port Window

the use of the unique port Window (pCoM/SDS) evolved in a very favorable way at the port of lisbon. In December 2008 83.5% of official cargo orders of ships were processed electronically. this is a significant figure for all economic authorities and agents who contribute to operations at the port of lisbon, contributing to a faster processing of merchandise.

Within the Apl portal an area reserved for pCoM was created to support the entire pCom/SDS system, where norms and technical and business procedures are published to provide electronic information and electronic sending of manifestos, help documents for new customs and port procedures, training manuals for pCom – Common port platform – and monthly user statistics of the platform.

In the scope of the Forum for the Simplification of procedures of the port of lisbon, a process of preparation and adaption of pCoM began at the end of 2008. the system was adapted so that the rest of the official authorities (SeF, Maritime Sanitation and Captainship) could also emit electronic orders for the exit of vessels.

Already in 2009, the delivery of paper-based manifestos at the Customs of the port of lisbon was no longer necessary. Digital manifestos through the unique port window, pCoM/SDS, became acceptable, conforming to what was announced at the Forum for the Simplification of procedures. these initiatives are intended to increase fluidity of logistic chains, services provided and to reduce the cost of logistics..

Human Resources

Retirement Incentives

Following the publication of Decree-law no.11/2008, 20 February, that approved special conditions for early retirement for beneficiaries of Caixa Geral de Aposentações, the end of the year saw the creation of an exceptional measure translated as the provision of financial compensation to workers who opted to request early retirement during the year 2008.

this decision took into account:

on the one hand, expectations voiced by a considerable number of workers, the majority placed for many years at the top of their respective career structures;

on the other hand, the interest of the company in stimulating the adoption of the aforementioned mechanism to promote some rejuvenation of personnel, in line with the modernization of organizational procedures and new information technologies.

Within the scope of this initiative, 20 workers took early retirement, which represents a cost for the company of 681 thousand euros, reported in the Fiscal Year of 2008 as an extraordinary expense.

Social and Cultural Works

With alterations introduced as of September in the Regulation of Social and Cultural Works the number of persons enrolled in Apl’s health

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subsystem registered a considerable decrease. In fact, a reenrollment process for all spouses of those enrolled took place using documental evidence, adhering to the new rules. this resulted in 44 cancellations for disconformities with requirements defined by the new Regulation.

on the other hand, it is important to note the communication to oSC beneficiaries of the temporarily authorized possibility by ADSe for the enrollment of “workers who carry out public functions, regardless of the constitutional mode of their legal relationship”. As such, and until the end of December, 19 workers enrolled in the oSC transited to that regime, as well as 33 family members.

these measures aim to foment greater sustainability for the subsystem of oSC, which annually represents a very significant percentage of costs with staff.

Given that we are dealing with a subsystem that in its fullness is kept solely for those already enrolled at the date of the transformation of Apl into a limited Company of exclusively public capital, there was also some concern in trying to promote greater equality among various workers in service. the opportunity was provided to Members of the Board and workers not included in the oSC of Apl to benefit from social payments and access a stipulated network of healthcare service providers, pending payment of a monthly fee.

new opportunities - RVCC

the Administration of the port of lisbon allowed its workers the possibility to adhere to the new opportunities platform. In collaboration with the Institute of employment and professional training, and taking

into account their experience with similar situations and availability to support Apl in this project, it was considered convenient that this first phase of the process involved workers who possessed the lowest levels of schooling, to enable them to achieve certification equivalent to the ninth year of Schooling.

the adhesion of employees was 58% of the universe of individuals with literary qualifications between the 4th and 8th year, with an average age of 48. Also, the professional category of trainees was very varied: Development Agents, Maritime Drivers, electricians, Mechanics, Copy operators, Assistant technicians and Administrative staff. training began 4 november and finished 19 December, a program with a total duration of 100 hours.

In this first phase of the project, and taking into account the specificity of the program, which uses new technologies, it was decided to offer a module on Introduction to Computer Science. this would allow a better apprehension and preparation of trainees for the final phase. the Recognition and Validation of Competence Certification (RVCC) should begin in January, and after its conclusion and respective approval, trainees will obtain certification equivalent to the 9th year of schooling.

Regarding the other phases of the project, specifically certification until the 12th year of schooling, these will be analyzed jointly with IeFp in the next few months. Apl understands that the program will be very useful for those involved and for the institution, hoping that this positive adhesion continues in the future for this project.

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Study of Collaborators’ Satisfaction

In September/october 2008 Apl participated in a study conducted by the national observatory of Human Resources with the following objectives:

- to assess levels of Satisfaction, loyalty and Involvement of Collaborators, in global terms and inside relevant sub-groups;

- to assess (in terms of cause-effect relationships) and to quantify the main determinants of Satisfaction, loyalty and Involvement;

- to compare data on the variables studied with aggregate values of reference for all portuguese organizations adhered to the HRno (Human Resources national observatory) constituting, on the whole, official average values until 2008 (22 830 collaborators in portugal from diverse companies);

- to conduct detailed analyses of the results achieved, including suggestions related with identified areas for improvement.

Control of tobacco and Alcohol Consumption

on 14 August, the first series – no.156, of Decree-law no.37/2007 was published in “Diário da República”, which approves the norms for the protection of people against involuntary exposure to tobacco and measures to reduce demand related to dependence and ceasing to consume. Following the related diploma an Internal Regulation on the Control of tobacco Consumption at Apl, S.A was developed, as well as anti-tobacco information sessions.

Also in 2008 a Regulation was published internally on the prevention and Consumption of Alcoholic Beverages that gave continuity to measures

taken in 1995, destined to fight the effects of consumption of alcohol in the workplace, related to frequency of work-related accidents, reduction of absenteeism and the deterioration of labor relations.

Benefits granted in the scope of recreational boating and visits to cruise ships

Considering that the collaborators of Apl constitute a nucleus of clients that has the specific particularity of being simultaneously internal and external and that this presupposes the implementation of benefits to satisfy these clients, benefits that constitute a factor of satisfaction and individual motivation, discounts were approved on parking rates to apply to recreational boats registered in the name of a member of Apl staff, currently employed or retired.

Visits to cruise ships with lunch on board are also authorized for interested workers.

8. Information publishing

Apl publishes the information/indicators legally required in the scope of principles of Good Governance, and also carries out the sending of regular and punctual elements requested by diverse entities: the national Institute of Statistics, office of Strategy and planning of the Ministry of Work and Social Solidarity, See - Site of State Companies, Audit Court, Directorate-General of treasury and Finance, General Inspector of Finance, General Inspector of public Works, transports and Communications, port Institute and of Maritime transport.

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the following documents are divulged:

Documents Publication/Distribution

Report and Accounts Sector and financial institutions, national ports and diverse entities pertaining to the port Community, Audit Court and remaining Stakeholders.

Available on company’s website Available on company’s website

Sustainability Report Available on company’s website

Corporate Governance Report Available on company’s website

Social Balance Sent to Gep – Ministry of employment and Social Solidarity, to Syndicates and Workers Commissions.

Internal communication, through the IntRAnet.

Available on company’s website

Code of ethics Available on company’s website

tariffs and regulations related to diverse areas of business and port security

Available on company’s website

Regulation on the purchase and leasing of Goods and Services of Apl, SA

Available on company’s website

9. Code of ethics

Apl’s Code of ethics was published in 2008 and is available on the website (www.portodelisboa.pt). It is applicable to all collaborators of the company, as well as, with necessary adaptation, to external collaborators, such as executives, auditors and other people who provide permanent or occasional services to the company.

10. Sustainability Report

the first Apl Sustainability Report was published in 2008, which constitutes an annual publication, directed at all potential stakeholders and is elaborated according to the directives of the Global Reporting Initiative (V3.0). this report is also available on the company’s website.

11. Fulfillment of Good Governance principles

As the company is not listed on the stock market and as the State is its only shareholder, the recommendations of the CMVM are not applicable to Apl.

thus, in the elaboration of the Corporate Governance the RCM no.49/2007, of 28 March, was followed as a reference, particularly the principles of Good Governance aimed at State-held companies as per point II of the Annex to that legal document.With regards to the fulfillment of the related principles the following applies:

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Recommendations RCM No. 49/2007 Comments Achievement

7 – State owned companies must fulfill the mission and objectives that have been determined for them, in an economic, financial, social and environmentally efficient way, responding to demanding quality parameters, seeking to safeguard and expand competitiveness, with respect for the principles of social responsibility, sustainable development, public service, and satisfaction of the needs of the public attributed to them.

Besides this, each company reporting directly to the State should articulate and disclose its mission, objectives and policies, for itself and those under its control.

the company has always sought to conduct its business respecting the established communitarian and national policies for the sector of maritime transport.this said, with the definition of a set of strategic guidelines for the maritime-port sector and the consequent elaboration of a Strategic plan for the port of lisbon, we now have a systemized document, adapted to our reality, with objectives, goals and timings.the mission and objectives of the company, as well as the general lines of the Strategic plan are communicated, specifically, on the website.(Vide point 1. Mission, objectives and Company policies and point 7. Sustainability)

Achieved

8 – State owned companies must develop activity and budget plans suited to the available resources and sources of finance, taking into account the satisfaction of the mission and objectives set for these companies. they should also define strategies for sustainability in the economic, social and environmental realm, identifying, objectives to be reached and specifying respective planning, execution and control instruments.

10 - Annually, each company should inform the members of its Governance and, where applicable, the services and organisms of public Administration that exert the power of Ward or shareholder, and the public in general, about the way its mission was carried on, the fulfillment of its objectives, the way in wich their policies of social responsibility, were fulfilled sustainable development, and about the terms of public service and in the terms that safeguard of competitiveness, pointedly for research, development, innovation and the integration of new technologies in the productive process.

Activity plans, Budgets and Investment plans, as well as Reports and Accounts are developed annually, and presented to the Sector and Financial Wards (State – only shareholder) and to other entities and contain relevant information with regards to the activity of the company, foreseen and already occurred.As of 2006, a report on Corporate Governance was also included in the Annual Report and Accounts.

Achieved

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9 – State owned companies should adopt plans for equality, after a diagnosis of the situation, with the intention of obtaining equality in the treatment and opportunities available to men and women, eliminating discrimination and allowing for the conciliation of personal, family and professional life.

11 – State owned companies should satisfy current legislation and regulations. their behavior must, in particular, be irreproachable regarding the application of fiscal standards, money laundering, competition, consumer protection, environment, labor, notably that relating to the non-discrimination and promotion of equality between men and women.

12 – State owned companies should treat their workers with respect and integrity, actively contributing to their professional valorization.

14 – State owned companies should be run with integrity and should be adequately legalized so that confidential expenses or non-documented expenses are not possible. each company should have or adhere to a Code of ethics and Deontology, communicating this to all employees, clients, suppliers and the general public.

Vide point 9 – Code of ethics. this document is available on the company’s website.

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13 – State owned companies should treat all clients and suppliers with equality, and also those with legitimate interests in the company, specifically company collaborators, other creditors not suppliers or, in a general way, any entity that has some type of right on the company.

With regards to this, companies should establish and divulge adopted procedures with regards to the acquisition of goods and services and adopt adjudication criteria oriented by principles of economics and effectiveness that ensure the efficiency of transactions carried out and equality of opportunities for all interested, qualified parties.

Annually, State owned companies should divulge all transactions that have not occurred in market conditions, as well as a list of suppliers that represent more than 5% of total supplies from external services, if this percentage corresponds to more than 1 million euros.

Vide point 4 – other transactions Achieved

15 - Administration and monitoring bodies of State owned companies must be adjusted to the dimension and the complexity of each company, to assure effectiveness in the decision-making process and to guarantee efficient supervision.

the number of members of the Administration must be the adjusted to each case, not exceeding the number of members of identical governance bodies in comparable private companies, of a similar dimension and within the same sector of activity.

16 – State owned companies should have a governance model that ensures effective segregation of functions of executive administration and supervision.

Companies with a large dimension and complexity must define the function of supervision through the creation of specialized commissions, among which an audit commission or a financial matters commission must be created according to the adopted governance model.

the composition and election of company supervisory bodies and the governance model within the statutes of the Company are determined by the Ward and published in Decree-law.

Achieved

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17 – the non-executive members of the administration bodies, the members of the general and monitoring council or, when these do not exist, the members of the supervisory body must annually emit an evaluation report of the individual performance of executive managers, as well as a global appreciation of the structures and the mechanisms of governance in vigor in the company.

the Auditing Committee, elected in 2008 has not released, till this date, the information referred to here.

---

20 – State owned companies should promote rotation and limit mandates of members of its supervisory bodies.

In the terms of Apl’s Statutes, the members of the supervisory bodies are elected by General Assembly for a period of 3 years, without a defined limit for their rotation.

---

18 - the accounts of State owned companies of large dimension or complexity must be annually audited by independent entities.

this auditing must observe identical standards to those practiced for companies conducting business in a regulated market.

the non-executive members of the administration bodies, the members of the general and supervisory council, or where these do not exist, the members of the monitoring body, should be the interlocutors of the company with external auditors, managing their selection, confirmation, hire and, the eventual approval of other people’s services for auditing, which should only be granted provided the independence of the auditors is not affected.

the auditing of the company’s accounts is conducted by priceWaterhouseCoopers & Associados, SRoC, S.A.

Achieved

19 - the administration body should create and keep a system of control adequate to the dimension and the complexity of the company, to protect the investments of the company and its assets. Such a system must cover all risks taken by the company.

A risk analysis in terms of civil and patrimony responsibility by Willis, correctora de Seguros, S.A. was conducted.An Information Management and Security plan and for “Disaster Recovery” is being developed In the scope of projects connected to information systems.

Achieved

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21- public companies must publicly divulge, in the terms of applicable legislation, the total, changeable and fixed remunerations received, whatever their nature, in each year, for each member of the administration body, distinguishing between executive and non-executive powers, as well as remunerations received by each member of the monitoring body.

With the same regularity, all benefits and benefits must be divulged: pointedly health insurance, use of company vehicles and other benefits granted by the company.

the information referred to is divulged in the See and this Report, integrated in the Report and Accounts of the Company. Vide point 6 - Remuneration of Members of supervising Bodies.

Achieved

22 - the members of the supervising bodies of public companies should abstain from intervening in decisions that involve their own interests, specifically in the approval of expenditure carried out by the company. Moreover, at the beginning of each mandate, and whenever it is justified, such members must declare to the administration body and the monitoring body, as well as the General Inspectorate of Finance, any important patrimonial participations that the company holds, as well as relevant relations maintained with suppliers, clients, financial institutions or any other business partners, susceptible to generating conflicts of interest.

no situations susceptible to cause conflicts of interest were reported to Apl or detected. Declarations on the matter were reported to the Constitutional Court.

Achieved

23 - the supervising bodies of public companies must immediately, publicly, divulge all information that they have knowledge of that is susceptible to affecting the economic, financial or patrimonial situation of these companies, or its conditions of rendering services to the public, acting in an identical way to that established for the supply of information by companies to shareholders, by companies active in regulated markets, except when public interest or the interest of the company imposes their communication, pointedly in the case of strategic or confidential information, commercial or industrial secrets or for the protection of personal data.

this type of information is divulged to the sectorial and financial Wards whenever such situations occur.

Achieved

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VIACCountS FoR

FInAnCIAl YeAR

105

AnnuAl RepoRt

AnnuAl RepoRt

106

VIAccounts for

Financial Year

A. Analytical Balance Sheet

ASSETS 2008 FISCAl YeAR 2007 FISCAl YeAR

GRoSS ASSetSDepReCIAtIonS

AnS ADJuStMentSnet ASSetS net ASSetS

FIXED ASSETS

Intangible Fixed Assets:

431 Set-up expenses 2 324 227 993 081 1 331 146 1 307 307

435 Software 4 673 422 3 181 749 1 491 673 1 436 305

444 Acquisitions in progress 1 353 448 1 353 448 1 478 306

8 351 096 4 174 829 4 176 267 4 221 918

Tangible Fixed Assets:

421 land and natural resources 4 834 766 0 4 834 766 4 834 766

422 Buildings and other constructions 372 516 388 97 735 434 274 780 955 281 224 328

423 Basic equipment 14 449 515 8 682 637 5 766 878 6 685 638

424 transport equipment 365 268 365 268 0 38 775

425 tools and equipment 61 945 53 820 8 125 10 180

426 office equipment 7 294 049 4 416 756 2 877 293 3 243 541

429 other tangible fixed assets 2 429 578 1 633 809 795 769 837 652

441/2/3 tangible fixed assets in progress 30 100 171 30 100 171 11 707 377

432 051 681 112 887 724 319 163 957 308 582 257

Financial Investments:

414 Investiments in real estate 51 810 031 1 544 600 50 265 431 44 403 995

51 810 031 1 544 600 50 265 431 44 403 995

WORKING CAPITAl

Inventories:

36 Raw materials, secondary and consumables

187 160 56 000 131 160 114 626

32 Goods 80 491 80 491 81 149

267 651 56 000 211 651 195 776

107

Accounts Receivable - Short Term

211 Customers, current, a/c 7 473 288 7 473 288 7 935 001

214 Customers with checks without provision

25 451 25 451 25 451

216 Customers with late payment penalty

67 923 67 923 100 441

218 Doubtful receivables 15 530 247 13 585 392 1 944 854 1 613 192

24 State and other public bodies 878 890 878,890 545 532

261+262+ other debotrs 4 874 276 2 370 708 2,503,568 3 286 284

266+267+

268+221 28 850 075 15 956 100 12 893 974 13 505 901

Bank Deposits And Cash

12 Bank deposits 200 296 200 296 983 617

11 Cash in hand 107 605 107 605 66 024

307 900 307 900 1 049 641

Accruals And Deferrals

271 Acrued income 1 393 112 1 393 112 1 055 632

272 Deferred costs 3 368 247 3 368 247 1 096 675

4 761 358 4 761 358 2 152 308

Total Depreciantions 118 607 154

Total Adjustments 16 012 100

TOTAl ASSETS 526 399 792 134 619 254 391 780 538 374 111 795

AnnuAl RepoRt

VIAccounts for

Financial Year

A. Analytical Balance Sheet

108

EQUITY AND lIABIlITIES 2008 FISICAl YeAR 2008 FISICAl YeAR

EQUITY

51 Share Capital 60 000 000 60 000 000

571 Rl - Aplication of Results 1 659 337 1 481 655

579 equity reserve 70 591 643 70 591 643

5792 other reserve 377 600 377 600

591 Retained earnings 710 728

net profit for the year 768 320 1 776819

Total Equity 134 107 627 134 227 717

lIABIlITIES

Provisions

291 pensions 11 780 886 15 567 269

292 taxes 340 811 340 811

297 Medical assistance 37 688 431 40 277 222

293/6 other provisions 2 153 833 2 693 077

51 963 962 58 878 379

Debt To Third Parties - Medium And Long Term

231 Bank loans 37 000 000 24 991 586

231 BpI/Millennium BCp bank loans 9 078 947 10 290 000

239 other loans 856 432 897 600

46 935 379 36 179 186

AnnuAl RepoRt

VIAccounts for

Financial Year

A. Analytical Balance Sheet

109

Debt To Third Parties - Short Term

221 Suppliers, current a/c 2 881 897 2 983 119

227 Suppliers with security deposit 2 743 2 743

228 Suppliers - invoices pending approval 15 522 17 029

217 Customers with security deposit 163 910 115 717

219 Advances from customers 14 098 14 098

231 Bank loans 44 609 775 48 233 169

231 BpI/Millennium BCp bank loan 25 147 884 1 210 000

239 other loans 41 169 39 961

261 Fixed asset suppliers, current a/c 9 782 586 17 360 034

24 State and other public 1 816 912 994 197

262/8+211 other creditors 3 002 865 3 095 551

87 479 362 74 065 618

Accruals And Deferrals

273 |Accrued costs 3 998 380 3 195 777

274 Deferred income 67 295 827 67 565 120

71 294 207 70 760 897

Total Liabilities 257 672 910 239 884 079

TOTAl EQUITY AND lIABIlITIES 391 780 538 374 111 795

AnnuAl RepoRt

VIAccounts for

Financial Year

A. Analytical Balance Sheet

110

EXPENSES 2008 FISICAl YeAR 2007 FISICAl YeAR

61 Cost of goods sold and materials consumed 73 958 96 878

62 Supplies and external services 13 301 765 11 166,591

STAFF COSTS

641/2 Wages and salaries 13 895 296 13 299 050

643+645/8 Social security contributions 1 303 439 15 198 735 5 769 768 19 068 818

66 Depreciations and adjustments of the fiscal year 14 516 132 13 967 705

67 provisions 148 039 14 664 170 201 792 14 169 497

63 taxes 1 468 681 1 680 191

65 other operating costs 4 687 254 6 155 935 4 385 178 6 065 369

(A) 49 394 563 50 567 153

641/2 Depreciat. And applic. Adjust. And finan. Invest. 94 647 94 647

643+645/8 Interests and similar costs 4 937 454 5 032 101 3 290 528 3 385 175

(C) 54 426 664 53 952 328

69 extraordinary expenses 1 690 598 958 341

(e) 56 117 262 54 910 668

86 Income tax 43 877 32 426

(G) 56 161 139 54 943 095

88 net profit for the year 768 320 1 776 819

56 929 460 56 719 914

AnnuAl RepoRt

VIAccounts for

Financial Year

B. Statement of Income by Nature

111

INCOME eXeRCÍCIo De 2008 eXeRCÍCIo De 2007

71 Sales 701 3 870

72 Services rendered 50 543 218 50 543 920 49 420 921 49 424 792

73 Supplementary income 2 050 786 1 750 014

75 Work for oen company 0 660 035

76 other operating income 27 576 16 168 2 426 217

77 Reversões de Amortiz. e Ajustamentos 15 799 2 094 161

(B) 52 638 081 51 851 009

7812+

7815/6+

783 Investements income 971 287 971 287

7811+

7813+

7814+

7818+

785/8 other interests and similar income: 256 396 1 227 683 306 677 1 277 964

(D) 53 865 764 53 128 973

79 extraordinary income 3 063 696 3 590 941

(F) 56 929 460 56 719 914

SUMMARY

operating profits: (B)-(A) 3 243 518 1 283 856

Financial loss: (D-B)-(C-A) -3 804 418 -2 107 211

Current profit: (D)-(C) -560 900 -823 355

profit before tax: (F)-(e) 812 198 1 809 245

net profit for the year: (F)-(G) 768 320 1 776 819

AnnuAl RepoRt

VIAccounts for

Financial Year

B. Statement of Income by Nature

112

STATEMENT OF INCOME BY FUNCTIONS 2008 2007

Sales and services rendered 50 543 919 49 424 792

Sales and services rendered costs - 31 675 115 - 30 424 545

Gross profits 18 868 804 19 000 247

other operating income 6 385 540 7 295 121

Administrative costs - 10 302 038 - 12 652 747

other operating costs - 9 202 655 - 8 542 834

Operating profit 5 749 651 5 099 787

net financing cost - 4 937 454 - 3 290 543

Income (expenses) from related companies

Income (expenses) from other investments

Current profit 812 197 1 809 244

taxes on current losses - 43 877 - 32 426

Current profit after taxes 768 320 1 776 818

Extraordinary profit

taxes on extraordinary profit

NET PROFITS 768 320 1 776 819

AnnuAl RepoRt

VIAccounts for

Financial Year

C. Statement of Income by Functions

113

VIAccounts for

Financial Year

D. Cash Flow Statement

OPERATING ACTIVITIES:

net profit for the Fiscal Year 768 320 1 776 819

Adjustments:

Depreciations and Adjustments 14 610 779 14 062 352

provisions -1,715,120 2 994 015

use of provisions for equity (payments) -4,660,055 - 6 751 630

Financial Income 27 698 4 608

Accounts Receivable Increase - 1 959 269 - 1 918 636

Accounts Receivable Decrease 1 029 605 2 540 006

Stock Increase - 16 533

Stock Decreases 658 776

Debt to third parties Increase 870 908 1 831 536

Debt to third parties Decrease - 195 415

Accrued income Increase - 269 292 - 316 943

Accrued Costs Increase 1 512 521 - 426 536

Accrued Costs Decrease - 2 271 571 - 67 252

Accrued Costs Increase 802 603 45 058

Income from the Sales of Fixed Assets - 108 444 - 36 773

loss from the Sales of Fixed Assets 2 537 6 788

Cash-Flow Resulting from Operating Activities (1) 8 429 930 13 744 188

AnnuAl RepoRt

AnnuAl RepoRt

114

VIAccounts for

Financial Year

D. Cash Flow Statement

INVESTEMENT ACTIVITIESA

Cash receipts Resulting From:

Financial Investments 996 091 971 287

tangible and Intangible Fixed assets

Investment Subsidies 1 850 000 1 821 399

Interests and Similar Income 228 697 302 070

Payments Concerning To:

Financial Investments - 5 956 083

tangible and Intangible Fixed assets - 31 536 408 - 41 154 940

Dividendos - 888 410

Cash-Flow Resulting from Investment Activities (2) - 35 306 113 - 38 060 184

FINANCING ACTIVITIES

Payments Concerning To:

loans

Interests and Similar Costs - 4 937 450 - 3 290 528

Depreciation of Financial investments

Cash Receipts Resulting From:

loans 31 071 894 28 403 811

Cash-Flow from Financing Activities (3) 26 134 444 25 113 283

Cash-Flow Variation and Equivalents- 741 741 797 287

(4) = (1) + (2) + (3)

Cash and Equivalents at The Beggining of the Year 1 049 641 252 355

Cash and Equivalents at The End of the Year 307 900 1 049 641

-741 741 797 286

VIAccounts for

Financial Year

E. Annex to the Balance Sheet as of 31 December

2008, to the Statement of Income by Nature and

Functions and to the Cash flow Statement

115

IntRoDuCtIon

the port of lisbon Authority (designated by “Apl” or “company”) was initially constituted as a public institute with a public law, administrative, financial and patrimonial autonomy legal profile. under Decree-law no.336/98 of 3 november, it was transformed into a public limited Company with exclusively public capital. From that date on, Apl began to run itself according to the referred diploma and its Statutes and, with regards to all issues not incorporated within these documents, by norms applied to public limited Companies and by special norms applicable to other Company matters.

Apl, S.A., automatically and globally replaced the Administração do porto de lisboa, and continued with its legal character thereby preserving the universality of assets, rights and integrated obligations in its judicial sphere at the moment of transformation.

the land, land fills and the protection piers located within the port of lisbon Authority area of jurisdiction, or delimited by the contours and lines defined by the points on the plan attached to the stated diploma, were maintained as an integral part of the public domain of Apl, S.A.’s estate, together with assets related to fishing, to primary sale services and related activities.

Within this context, the assets of public domain are part of the Company’s activity and it can administer them freely within this scope, but cannot alter them with regards to private commerce jurisdiction.

All equipment and buildings (even those based on dominial land) were unallocated from the State’s public domain and integrated into Apl, S.A. property and were allocated to the Administration of the port of lisbon.

the company also succeeded in the ownership of all assets, rights and obligations of the lisbon pilotage Department of the national Institute of port pilotage (Inpp). property belonging to Inpp also became Apl, S.A. property.

the port of lisbon Authority ensures the practice of competencies necessary for the regular functioning of the port of lisbon in economic, financial and patrimonial terms, management of personnel, port activity and also complementary, subsidiary or associated activities.

As such, the company’s competences are as follows:

a) the attribution of private use and the definition of respective public interest for concession purposes related to public domain assets which it holds, as well as the carrying out of all actions related to implementation, modification and ceasing of licenses or concessions;

b) the licensing of port activities with conditioned use and the concession of port public services, carrying out all necessary acts for their attribution, enforcement, modification and termination of licenses or concessions under the terms of the applicable legislation;

c) the expropriation for public use, occupation of land, implantation of plans and the carrying out of administrative servitude necessary for the expansion or development of ports, under the legal terms;

d) the fixing of tariffs for the use of ports, services offered within them and for the occupation of dominial space or space which is destined for commercial or industrial use;

e) protection of its installations and personnel;

f) the public use of services which are integrated into the activities of the ports and their respective supervision;

AnnuAl RepoRt

116

g) Responsibility in matters of maritime and port security of the area in its jurisdiction, defining the conditions of security for the functioning of the port, in all its respective areas of intervention, taking into account the need to guarantee in an adequate way its commercial development.

only Apl, S.A. can grant licenses within its area of jurisdiction, for construction work directly related to its activity and charge the related tariffs.

the attributions related to the management of water in Apl, S.A.’s area of jurisdiction, including the supervision of its quality, are of the responsibility of the Water Institute and the respective Regional environment Management.

Apl, S.A. must obtain prior permission from the entities responsible for environment protection when it comes to the use of buildings or installations to be licensed, which may cause pollution.

Within the scope of common political guidelines for transport and national policies for the maritime-port sector, the Company has changed its port Authority management model through concession processes for the private sector for operations and port infrastructure, with the consequent distancing of the operational area (subsequently more a “landlord port” and less a “tool port”) and accentuating the control and supervision functions of port Authority. the terms for these concessions are for 15, 20 and 30 years.

the company was initially constituted with a Capital of 14 963 937 euros which was subsequently increased to 60 000 000 euros (see note 36). this reinforcement occurred due to the structure of its own capital, responsibilities and subjacent reserves, and to the value of the asset

evaluation in its accounts during its constitution.the company is based at Rua da Junqueira, 94, 1349-026, lisbon.

note 1 - ApplICAtIon oF tHe oAp (oFFICIAl ACCountInG plAn) In tHe elABoRAtIon oF tHe FInAnCIAl StAteMentS

the financial statements for the fiscal year were prepared, in all material aspects, in conformity to the dispositions of the official Accounting plan (oAp), approved by Decree-law no.410/89 of 21 november, with alterations introduced by Decree-law no.238/91 on 2 July and by Decree-law no.35/2005 of 17 February, partly revoked through the application of the International Accounting Standard no. 19, as mentioned in note 3, paragraphs i), j) and k).

the notes on the accounts respect the order and principles established by the oAp. the notes whose numbers are absent from this Annex are not applicable to the Company and their presentation is not relevant for the appreciation of the attached financial statements.

note 2 - CoMpARABIlItY oF tHe ContentS oF tHe ACCountS

the Company did not proceed with alterations to its accounting policies or practices during 2008; as such the content of the accounts regarding the activity of 2008 is comparable, in all significant respects, with the activity of the previous year.

VIAccounts for

Financial Year

AnnuAl RepoRt

117

note 3 - MAIn ACCountInG pRInCIpleS AnD VAlue CRIteIRA ADopteD

the attached financial statements were prepared under the presupposition of the continuity of operations from Company books and accounting registers which were kept according to accounting principles, generally accepted in portugal. It should be mentioned that after the fiscal year of 2005 (inclusive), the Company began to adopt the International Accounting Standard no. 19 for the recognition of responsibilities mentioned in paragraphs i), j) and k), according to the “corridor” methodology (see note 31).

the main accounting principles and value criteria used in the preparation of the financial statements where as follows:

a) Intangible Assets

the intangible assets are essentially made up of installation costs and software and are registered at their purchase cost.

b) tangible Assets

the tangible assets integrated at the date of the constitution of the Company (see “introduction” to this attachment), were subsequently registered on the basis of a patrimonial evaluation carried out in 1999 by an independent entity. the evaluation covered a significant part of the integrated assets and refers to the date of the 2 December, 1998 where the “Value of Continuous use” method was applied. Assets purchased after the date of the constitution of the Company are registered at their purchase cost which includes the invoice value from the supplier and expenses related to their purchase.

Depreciations are calculated with the constant share method as of the date when the asset began functioning. the rates used are estimated for the economic life of the use of the asset, which fits into limits foreseen in the Decree Regulation no.2/90.

the main depreciation rates used are as follows:

- Buildings and other constructions (Maritime Infrastructures) 2% and 1%

- Basic equipment 10% and 5%

- transport equipment 25% and 20%

Repairs which are estimated to increase the life of assets are registered in Fixed Assets; the remainder is registered in fiscal costs for the year in which they are carried out.

the assets of public domain are not registered under the fixed assets accounts of Apl, S.A.

c) Assets purchased under a financial leasing regime

Assets purchased under a financial leasing regime correspond mainly to transport equipment and are noted in the patrimonial situation of the Company. their respective depreciations are considered as fiscal costs. As of 31 December, 2008, the company no longer possessed goods purchased through financial leasing, given that these were paid off on 30 november, 2008 (see note 15).

VIAccounts for

Financial Year

AnnuAl RepoRt

118

d) Concession Area Assets

the alienation of basic equipment carried out in the year of 2000 to concessions is as follows:

Concessionaire Value (euros)

Sotagus S.A. 11 472 352 (Without VAt)

Beato Multipurpose terminal 1 047 476 (exempt from VAt)

ete, empresa de tráfego de estiva S.A. 62 350 (exempt from VAt)

With regards to infrastructures and because they are still included in Apl, S.A.’s patrimony, they are incorporated in tangible Assets.

As a counterpart for the assignment of these infrastructures, Apl, S.A., receives a rent during the concession period. these rents are registered under “Services provided”.

e) Financial Investment

the “Vasco da Gama” building is registered at its evaluation value.

f) Stocks

Stocks are related mainly to cleaning and electrical material and are valued at their purchase cost.

the method used for these movements is FIFo.

Adjustments of existences are determined on the basis of the difference between the estimated realization value of the stated stocks and their purchase or production costs, always when it is superior to the first value.

g) Adjustments for receivable debts

these adjustments are calculated on the basis of criteria established for fiscal purposes.

h) Investment Subsidies

Subsidies received as lost funds for the financing of property are accounted for when there is the confirmation of the value to be received and are deferred in the balance (Differed earnings item) and later recognized as earnings (extraordinary) throughout the useful life estimated for their underlying assets in conformity with their corresponding depreciations (see note 46).

i) early Retirement

Apl, S.A., is responsible for the payment of early retirement pensions to employees who opted for the benefit foreseen in the Decree-law no.467/99 of 6 november. this Decree states that, providing determining conditions which were verified until 31 December, 2002, early retirement was permitted to employees who were connected to institutes as well as port authorities that were enrolled in the Caixa Geral de Aposentações (Retirement Fund for Civil Servants). this responsibility ceases when employees chose retirement after 36 years of service or 70 years of age.

to finance these responsibilities, which on 31 December, 2007 were determined by an actuarial study developed by an independent entity, a provision was constituted and registered under the item provisions – pensions (see note 31 and 34).

the Company chose, as their accounting policy, to recognize the responsibilities mentioned above, the criteria established under the International Accounting Standard IAS19, according to the “corridor” methodology (see note 31), until 31 December, 2007.

VIAccounts for

Financial Year

AnnuAl RepoRt

119

on 31 December, 2008, and because the responsibility transited to 2009 regards only one pre-retired worker, the company saw in Staff Costs the actuarial benefit that was in the “corridor”.

j) Retirement pensions

under Article no. 2 of Decree-law no.336/98 of 3 november, Apl, S.A., was obliged to contribute, together with the other port Authorities, to the maintenance of the pension funds of the ex Inpp - Instituto nacional de pilotagem dos portos (national Institute of port pilotage) which was created by the Decree-law no.188/89 of 3 June, related to pensioners who integrated the Department of pilotage of the port of lisbon. the Company is also responsible for the payment of lifelong survival pensions and blood pensions to some pensioners, under the scope of Decree-law no.42 880 of 21 March, 1960, Decree-law no.605/73 of 13 november and Decree-law no.404/82 of 24 September respectively.

For the financing of these responsibilities which are evaluated by an annual actuarial study developed by an independent entity, a provision was constituted which is registered under the item of provisions – pensions (see note 31 and 34).

the Company chose, as their accounting policy to recognize the responsibilities mentioned above, the criteria established under the International Accounting Standard IAS19, according to the “corridor” methodology (see note 31).

k) post-employment social work benefits (medical-medication assistance and hospital treatment)

the Company has instituted specific post-employment social benefits for employees attached to the Caixa Geral de Aposentações and their family members. For the functioning of these responsibilities, which are evaluated by an actuarial study developed by an independent

entity, a provision was constituted which is registered under the item of provisions – pensions (see note 31 and 34).

the Company chose, as their accounting policy to recognize the responsibilities mentioned above, the criteria established under the International Accounting Standard IAS19 (see note 31).

l) Income tax

the expenditure with Income tax (IRC) is considered taking into account directives of the Code of Corporate Income tax for Collective persons (CIRC) (see note 6).

m) Fiscal Specialization

the Company registers its earnings and expenses according to the specialization principle for financial statements in which earnings and expenses are recognized as they are generated, regardless of the moment at which they are received or paid, and differences are registered in the items of accruals and deferrals.

n) the portuguese Government, the european Maritime Safety Agency (eMSA) and the european Monitoring Center for Drugs and Drug Addiction (AMCDDA), celebrated, on 28 July, 2004 a memo of understanding on the installation of these Agencies in portugal, located in the area of Cais do Sodré, which is in Apl’s jurisdiction.

For this, Apl S.A., built two new buildings and rehabilitated the Relógio building, also located at Cais do Sodré.

During the construction period, Apl, S.A. promised to find provisional installations to receive the AeSM, and chose a building in the expo98 area. For this, they celebrated a rental contract with Commerz Grundbesitz, the proprietor of the building, also contemplating support services namely housekeeping, security, air-conditioning, among others things.

120

Additionally, Apl, S.A., celebrated contracts with other entities which supply services to the Agencies, namely cooling and/or heating.

Between the Agencies and Apl, S.A., a “Service Agreement” was signed where eMSA was responsible for paying Apl part of the rent and services/supplies.

In order to register costs and incomes which resulted from the contracts mentioned above, the following accounting procedures were implemented throughout the works, with provisional receipt effective in november 2007:

- Costs from rental and services for buildings and parkings which were Apl, S.A.’s responsibility are registered under external supply and services, as are services/supplies provided by other entities.

- Income from rent and services paid by eMSA to Apl, S.A. is registered in results.

- until the end of Fiscal Year 2007, the difference between costs incurred by Apl, S.A., and income due to payments made by the Agency, is registered in Fixed Assets underway as a counterpart of Work for the Company.

At the end of the financial year 2007, with the provisional reception of works, the amount accounted for on 31 December of Fixed Assets underway was transferred to Fixed Assets Financial Investments.

As the installation of the european Agencies has still not taken place, due to additional small works, the depreciations of the buildings will start on the date of occupation.

the previously mentioned accounting procedures continued until the provisionary delivery of the buildings (november 2007).

After January 2008 costs stemming from rent and services of the provisional building “Mar Vermelho”, situated in the area of eXpo98,

paid for by Apl, are registered in other operational Costs and profits stemming from rent and services paid by eMSA to Apl are registered in profits – extraordinary profit.

note 6 - tAX on eARnInGS

the payment of Corporate Income tax (IRC) is carried out on the basis of self payment declarations which are subject to inspection and eventual adjustments by the fiscal authorities during a period of four years. However, in the case of the presentation of fiscal loses, these may be subject to inspection and eventual adjustment by the fiscal authorities for a period of 10 years. Fiscal loses from a specific year can be deducted from fiscal profits in the following six years.

Fiscal loses with the possibility of being used, selected in each year are as follows:

Year Value (euros) Year of limit Use

2002 9 412 661 2008

2003 6 324 351 2009

2004

2005 480 340 2011

2006

2007 947 394 2013

2008 2014

on 31 December, 2008, the unrecognized differed taxes on the financial statements are as follows:

VIAccounts for

Financial Year

AnnuAl RepoRt

121

Generating Facts ValueRate of

taxation

Differed taxes

Active passive

provisions with Medical,

Medication Assistance37 688 431

“Matéria

colectável

até 12 500

€ - taxa

12,5%

Valor

Restante -

taxa 25%”

9 420 545

pensions provisions for

pensioners - Dl 467/9915 597 2 337

provisions ex-Inpp pilots 10 112 934 2 526 671

life, Survivor, Blood provisions 1 652 355 411 526

Judicial process provisions 1 771 025 441 194

Adjustments of Debts to

Receive1 541 592 383 836

Accumulated fiscal damages 17 164 746 4 289 624

Fiscal loss for the financial year 2008 was 4 613 934 euros (2007: 947 394 euros).

the value of the tax selected in the financial year, 43 877 euros, corresponds exclusively to costs which are subject to autonomous taxation.

NOTE 7 - VoluMe oF eMploYMent

the average number of employees in the service of the Company remained unaltered – 350 permanent staff in 2007 and in 2008 – no absence of employees.

With regards to the total as of 31 December, 2008, there were 349 employees, versus 350 in 2007.

NOTE 8 - IntAnGIBle ASSetS

Intangible assets consist of software and installation costs. 2008 witnessed the transfer of part of the investment costs incurred with the preparation of the Strategic plan of the port of lisbon following the signature of the protocol on the draft “expansion of the Alcântara terminal” or the novAlcântara project and subsequent addition to the concession contract.

VIAccounts for

Financial Year

AnnuAl RepoRt

122

NOTE 10 – MoVeMentS In FIXeD ASSetS AnD ReSpeCtIVe DepReCIAtIonS

the movement which occurred in intangible assets, tangible assets and financial investment during the fiscal year ending 31 December, 2008 as well as their respective accumulated depreciations was as follows:

VIAccounts for

Financial Year

AnnuAl RepoRt

123

GROSS ASSETS

OpeningBalance

Increases Alienations Transf. And Reductions

ClosingBalance

INTANGIBlE FIXED ASSETS

Set-up expenses 1,912,421 411 806 2 324 227

Software 3 806 178 320 264 546 980 4 673 422

Acquisitions in progress

Intangible Fixed Assets 1 478 306 876 794 -1 001 652 1 353 448

7 196 905 1 197 058 - 42 866 8 351 096

TANGIBlE FIXED ASSETS

land and natural resources 4 834 766 4 834 766

Buildings and other constructions 369 010 033 204 854 2 778 086 371 992 973

Basic equipment 14 355 472 21 393 - 2 851 75 501 14 449 515

transport equipment 761 117 - 395 849 365 268

tools and equipment 61 781 164 61 945

office equipment 7 111 301 154 548 28 201 7 294 049

other tangible fixed assets 2 260 344 144 009 25 225 2 429 578

tangible fixed assets in progress

tangible Assets 11 340 151 21 872 950 -3 785 672 29 427 429

Acquisitions in progress

tangible Assets 367 226 1 007 574 - 178 642 1 196 158

410 102 191 23 405 492 - 398 700 -1 057 301 432 051 682

FINANCIAl INVESTMENTS

Investments in real estate 45 853 947 4 855 916 1 100 167 51 810 031

45 853 947 4 855 916 1 100 167 51 810 031

AnnuAl RepoRt

VIAccounts for

Financial Year

124

DEPRECIATION AND ADJUSTMENTS

OpeningBalance

Reinforcement Annulment/ Reversion

ClosingBalance

FINANCIAl INVESTMENT

Investments in property 1 449 952 94 647 1 544 600

1 449 952 94 647 1 544 600

INTANGIBlE FIXED ASSETS

Set-up expenses 605 114 387 967 993 081

Software 2 369 873 811 876 3 181 749

2 974 987 1 199 842 4 174 830

TANGIBlE FIXED ASSETS

land and natural resources

Buildings and other constructions 87 785 705 9 949 729 97 735 434

Basic equipment 7 669 834 1 013 117 314 8 682 637

transport equipment 722 342 37 711 394 785 365 268

tools and equipment 51 601 2 219 53 820

office equipment 3 867 760 548 997 4 416 756

other tangible fixed assets 1 422 692 211 118 1 633 809

101 519 934 11 762 890 395 099 112 887 724

105 944 873 13 057 380 395 099 118 607 154

AnnuAl RepoRt

VIAccounts for

Financial Year

125

public domain assets are not revealed in the Company’s financial statements (see note 14).

NOTE 14 - InFoRMAtIon RelAteD to otHeR FIXeD ASSetS

public domain assets are not registered as intangible assets.

tangible assets are mainly reserved for the Company’s principal activity which was described in the introduction with special emphasis given to maritime infrastructures, concessionaire areas and property (buildings) used for dominial purposes.

In 2008, works started in relation to the first phase of the project “Rehabilitation and Reinforcement of the Quay between Santa Apolónia and Jardim do tabaco” with its conclusion planned for the first trimester of 2009.

In the last trimester of 2008 the second phase of the aforementioned project was awarded, with a foreseen building works value of 37 386 000 euros (amount without VAt).

two pilot boats were acquired for the amount of 684 049 euros.

Still during 2008 and in the first trimester of 2009, interventions occurred in the buildings situated at Av. Ribeira das naus, Cais do Sodré, destined for the installations of eMSA – european Maritime Safety Agency and the eMCDDA – european Monitoring Centre for Drugs and Drug Addiction. these took place following requests from the agencies

mentioned and a technical auditing of the building intended for the eMCDDA.

the rental contracts with the european Agencies were signed and reported on 1 May, 2009 (see note 3 – line n).

NOTE 15 - ASSetS uSeD In FInAnCIAl leASInG ReGIMe

the passenger vehicles under the financial leasing regime were sold and deducted on 30 november, 2008 (see note 3. c):

DESCRIPTION YearGross

Value

Accumulated

Depreciationsnet Value

transport equipment:

panssenger Vehicles

2007 274 024 235 249 38 775

2008 0 0 0

NOTE 19 - MARKet VAlue oF WoRKInG CApItAl

there are no significant differences between market values and the accounting values of operating assets.

VIAccounts for

Financial Year

AnnuAl RepoRt

126

NOTE 21 - MoVeMentS oCCuReD In tHe IteMS oF WoRKInG CApItAl

Adjustments

opening

BalanceReinforcement Return

Closing

Balance

Inventories

Raw Materials, Secondary and Consumables

56 000 56 000

Accounts Receivable

Costumers 12 291 143 1 294 249 13 585 392

other debtors 2 123 365 263 141 15 798 2 370 708

NOTE 23 - BAD DeBt

on 31 December, 2008 and 2007, bad debt was as follows:

2008 2007

Bad debt Clients 15 530 247 13 904 335

NOTE 25 - DeBt RelAteD to CoMpAnY peRSonnel

the account balance related to personnel is as follows:

31.12.2008 31.12.2007

Credit/Debt concerning personnel

Short and Medium/long term: - Health sub-system (account

26.8112) 868 306 792 211

Debt concerning personnel

Short term:

- Holiday and holiday subsidy paid in 2008

- Soc. Security and Cx. G. Aposentações paid in 2008

1 823 742

347 411

- Holiday and holiday subsidy to be paid in 2009

- Soc. Security and Cx. G. Aposentações to be paid in 2009

1 894 293

363 710

VIAccounts for

Financial Year

AnnuAl RepoRt

127

NOTE 29 - VAlue oF DeBt to tHIRD pARtIeS FoR MoRe tHAn 5 YeARS

the value of debt to third parties that reach maturity in more than 5 years are as follows:

ENTITYTotal Capital

Owed

Total Capital Owed for more

than 5 years

Individual loan from Millennium BCp/ BpI (a)(ex. Mutual loan (ApAJp/94)

10 289 474 4 236 842

Internal loan from the public treasury(Decree-law no. 35 716 of 24 June, 1946)

897 601 678 932

loan from BBVA (Banco Bilbao Viscaya Argentaria) (b)

21 500 000 12 900 000

loan from BeS (Banco espírito Santo) (c)(used at 31/12/2008 – 15 500 000)

15 500 000 12 270 833

note:

(a) Resulting from the previous mutual loan ApAJp/94 each of the port Administrations taking out an individual loan with a bank syndicate consisting of Millennium BCp and BpI.

(b) Coming from the transformation of two short-term loans (BpI loan totaling euR 9 000 000 and Santander-totta loan, totaling 12 500 000 euros) into a loan of medium to long term, totaling 21 500 000 euros.

See note 31 - e)

(c) Medium to long term loan contracted in 2008 to finance the project of “Rehabilitation and Strengthening of the Quay between St. Apolónia and Jardim do tabaco” - 1st and 2nd phases. Deadline for use 31/12/2009, use of 15 500 000 euros on 31/12/2008.

NOTE 31 - ReSponSIBIlItIeS tAKen FoR eARlY RetIReMent, penSIon plAnS, poSt-eMploYMent SoCIAl BeneFItS AnD otHeRS

a) As mentioned in note 3.j), the Company is responsible for the maintenance of pension funds of ex-Inpp - Instituto nacional de pilotagem dos portos, created by Decree-law no.188/89 of 3 June related to pensions which integrate the piloting department of the port of lisbon and it also has a responsibility related to the payment of lifelong, survival and blood pensions to some pensioners under the scope of Decree-law no.42 880 of 21 March, 1960, Decree law no.605/73 of 13 november and Decree-law no.404/82 of 24 September, respectively.

Actuarial studies developed by an independent entity with reference to 31 December, 2008 and 2007, for the purpose of setting the accounts on these days, of accumulated responsibility, uses the following assumptions as their basis:

VIAccounts for

Financial Year

AnnuAl RepoRt

128

2008 2007

Mortality tables: tV 88/90 tV 88/90

Disability tables: eVK 80 eVK 80

Discount rate 5,50% 5,35%

Growth rate in pensions 2,00% 2,00%

Rate of inflation 2,25% 2,25%

on 31 December, 2008 and 2007, the coverage of the Company’s responsibilities by the provision in the Balance was the following:

Responsibilities For Early Retirement And Retirement Pensions

2008(euros)

2007(euros)

Responsibilities for past services – pensioners

-14 022 537 -14 980 267

provision for pensions 11 765 289 12 566 134

Coverage percentage 84% 84%

excess / (insufficiency) of the coverage - 2 257 248 -2 414 133

Also as mentioned in note 3. j), the Company adopts as accounting policy in recognition of its responsibilities with retirement pensions, the criteria established by the International Accounting Standard IAS 19.

the evolution of responsibilities with past services in the period between 1 January and 31 December, 2008 were as follows

VAlue

(euros)

Opening Balance -14 980 267

Financial Cost -759 149

Acturial Income and (expenses) 156 885

pensions paid in the year 1 559 994

Closing Balance -14 022 537

b) As mentioned in note 3. i), the Company is responsible for the payment of early retirement to employees who have opted for the benefit considered in Decree-law no.467/99, of 6 november.

until 31 December, 2007, the assessment of responsibilities was conducted through actuarial studies developed by independent entities, and on that date, with the following assumptions as a basis:

2007

Mortality Table tV 88/90

Disability table eVK 80

Discount rate 5,35%

Growth rate in pensions 2,00%

Rate of Inflation 2,25%

VIAccounts for

Financial Year

AnnuAl RepoRt

129

on 31 December, 2008, and because the responsibility transited to 2009 regards only the one early-retired worker and ends in 2009, the company recognizes as credit an the item Costs with personnel, the total profit existing on 31 December, 2008, to an amount of 1 849 488 euros, of which 1 694 331 euros are included in the “corridor” methodology on 31 December, 2007.

on 31 December of 2008 and 2007, the coverage of the Company’s responsibilities by the provision in the Balance was the following

RESPONSIBIlITIES FOR EARlY RETIREMENT

2008(euros)

2007(euros)

Responsibilities for past services pensioners

15 597 1 306 804

provision for pensions 15 597 3 001 135

Coverage percentage 100% 230%

excess / (insufficiency) of the coverage 1 694 331

the evolution of responsibilities with past services in the period between 1 January and 31 December, 2008 were as follows:

the costs of current services and interest were registered as debits in

the Costs with personnel item and the actuarial income to the credit of the aforementioned item.

c) As mentioned in note 3. k), the Company has instituted specific post-employment social work benefits for employees attached to the Caixa Geral de Aposentações and their family members.

the actuarial studies developed by an independent entity, with reference to 31 December 2008 and 2007, for settling accounts on these dates, with accumulated responsibilities, used the following assumptions as a basis:

2008 2007

Mortality table tV 88/90 tV 88/90

Disability table eVK 80 eVK 80

Discount rate 5,50% 5,35%

Inflation rate in health care 3,00% (*) 3,00% (*)

(*) 2% added according to the age

on 31 December 2008 and 2007, the coverage of the Company’s responsibilities by the provision in the Balance was the following:

RESPONSIBIlITY FOR PAST SERVICES

2008 2007

pensioners, active staff and others 32 057 629 38 069 566

provision in Balance (see note 34) 37 688 430 40 277 222

Coverage percentage of the provision 118% 106%

As mentioned in note 3. k), the Company adopted, as their accounting policy to recognize responsibilities with retirement pensions, the criteria established under the International Accounting Standard IAS 19 - “corridor” methodology.

the evolution of responsibilities for past services during the period between 1 January and 31 December 2008 was as follows:

VIAccounts for

Financial Year

AnnuAl RepoRt

130

VAlue (euros)

Opening Balance -38 069 566

Costs with current services (costs with personnel) -99 934

Interest cost -1 938 591

Benefits paid (used of the provision) 1 929 540

Actuarial profits and (losses) 3 423 145

Costs with past services 2 697 777

Closing Balance -32 057 629

the costs of actual services and interest were registered as debits in the Costs with personnel item.

Resulting, from the coming into effect in September 2008 of the new Regulation of the Health System of Apl, S.A., a (permanent) reduction in the Cost with past Services was verified, to the amount of 2 697 777 euros.

Due to its nature the reduction in Costs with past Services referred to previously, was registed as credit in the item Costs with personnel. on 31 December 2008, the value of Actuarial profits included in the “corridor” reached 5 630 801 euros.

the accumulated balance of total actuarial profits/losses (e.g.: related to the responsibilities mentioned in paragraphs a) and c)) are as follows:

Value(euros)

Accumulated Balance of Actuarial earnings 3 373 553

Actuarial earnings originated in the year 3 580 030

Actuarial losses in the beginning of the year - 206 477

As mentioned previously, the Company adopts, for the recognition of their responsibilities, the criteria established under the International Accounting Standard IAS 19.

Additionally, for accounting registry purposes, the company adopts the “corridor” methodology foreseen in that Standard, according to which, calculated actuarial profits and losses will only be reflected in fiscal results when, at the beginning of the period, their accumulated value surpasses (i) 10% of the value of the Fund related to covering the Company’s responsibilities or (ii) 10% of the value of Costs with past Services, the higher of the two.

In financial years where the accumulated value of actuarial profits and losses is still not reflected in the results surpasses the limits mentioned above, the initial value in excess will be introduced into results in a period which does not exceed the average number of remaining years of employees’ work.

If the “corridor” methodology was not adopted, on 31 December 2008, the Results before taxes would be increased and the item provisions for other Risks and expenses – pensions and Medical Assistance, would be reduced by 3 374 thousand euros.

VIAccounts for

Financial Year

AnnuAl RepoRt

131

the recorded value of actuarial earnings in 2008 is the result essentially of a conjugated effect of the alteration this year in the discount rate, which suffered an increase from 5.35% to 5.55%, and from the considerable decrease in the beneficiary population, notably, in the group other Bearers.

d) purchase Commitments on 31 December 2008 and 2007, the Company had made

commitments with suppliers, respectively, to the values of 9 782 586 and 17 360 034 euros, for the acquisition of assets for tangible assets.

e) on 27 December, 2007, Apl S.A. financed itself with a banking institution to the amount of 21 500 000, 00 euros with the objective of reorganizing short term financial liabilities into medium and long term.

this loan matures in 2019, with reimbursement carried out through 20 semester installments. During the first two semesters the loan earned interest at a rate of 3.90%. During the remaining semesters, the rate applicable is the result of a formula that uses the 6 month euribor rate versus a pre-established interval, with a minimum of 4.3% and a maximum of 6.7%.

the banking institution has, on any one of the dates of interest payment, the option to modify the rate applicable for the 6 month euribor rate increased by a spread of 0.12%. Apl can request the anticipated, partial or total reimbursement of this operation, given that such a cancellation will originate in the calculation and payment of a fair value of the loan on the date of the cancellation of this operation.

on 31 December 2008, the fair value of the derivatives in the loan reached - 2 724 046 euros (2007: 0).

NOTE 32 - ReSponSIBIlItIeS WItH RenDeReD GuARAnteeS

Bank guarantees provided by Apl to third parties:

Bank guarantee to the value of 500.000 € (five hundred thousand euros), provided in favor to lisbon City Council, to guarantee the excavation and peripheral containment works for the construction process of the headquarters of the european Maritime Safety Agency (eMSA) and european Monitoring Center of Drugs and Drug Addiction (eMCDDA) Bank guarantees to the value of 7 466,04 € (seven thousand, four hundred and sixty-six euros and four cents) and 7 684,23 € (seven thousand, six hundred and eighty-four euros and twenty-three cents) provided to the Head of Financial Services, 6th fiscal zone of lisbon, according to the terms of no.1 of Art.199 of the tax procedural Code.

App loan - reorganization of the port sector

Apl, S.A. has joint liability, along with the other port Administrations, for the settling of a loan contracted for App - Association of portuguese ports – through a banking syndicate in July 2000, destined to finance the anticipated reimbursement of the totality of the bond loan ApAJp/94.

the division of the aforementioned responsibility was determined in function of the relative weight of the consolidated operating income

VIAccounts for

Financial Year

AnnuAl RepoRt

132

of the jointly involved entities, given that this percentage is then recalculated on an annual basis.

In January 2007, the intracompany loan was renegotiated by the port Administrations, with each one taking out an individual loan with the banking syndicate constituted of Millennium BCp and BpI. In the case of Apl, S.A., the loan totaled a sum of 11 500 000 euros at the end of 2007.

on 31 December, 2008 the intracompany loan reached 9 078 947 euros (medium/long term) and 1 210 526 euros (short-term).

Apl, S.A. and the other port Authorities are also joint guarantors for the obligations of the loan for IptM – port and Maritime Institute.

Apl, S.A.’s individual loan is registered under the item accounts receivable - short and medium/long term (see note 48. d), and the respective interest is registered in the item Financial Costs (see note 45).

NOTE 34 - MoVeMentS WHICH oCCuRReD DuRInG tHe FISCAl YeAR In tHe pRoVISIonS

VIAccounts for

Financial Year

AnnuAl RepoRt

133

29 - PROVISONES

Opening Balance

Increase Reduction Closing Balance

taxes – CCtpl 340 811 340 811

Judicial processes in progress 2 577 160 148 039 687 282 2 037 917

litigious Debt CCtpl 115 916 115 916

Medical and Medication Assistance 40 277 222 2 038 525 4 627 317 37 688 430

Retirement Funds – Dl 467/99 3 001 135 34 471 3 020 009 15 597

pilot pensions of ex-Inpp 10 831 577 664 834 1 383 477 10 112 934

Survival, lifelong and Blood pensions 1 734 558 94 315 176 517 1 652 356

AnnuAl RepoRt

VIAccounts for

Financial Year

134

provision for Judicial processes in progress

this provision is destined to meet expenses expected from judicial processes which are in progress. the criteria is the same as adopted in previous years and consists of information provided by the Judicial Department and other services, and uses existing compensation requests as its basis. these are duly pondered by the expected outcome of Court. the provisions constituted in previous years for the litigious process of public construction works related to the “Deepening of the quay of the Alcântara Container terminal”, to the amount of 1 001 637 euros, are particularly revelant.

on 31 December 2008, the provision established in previous fiscal years, for the process “R.M. Hotelaria e Similares, S.A.”, to the amount of 667 707 euros was annulled, following the extra Judicial Agreement celebrated between that entity and Apl, S.A.

taxes

A provision was made in 1997, where the amounts corresponding to taxes not yet squared by the ex-CCtpl (IRS and Stamp tax) are included, therefore not including the already settled amounts. this account has, over previous years, been duly rectified depending on the judicial development of previously provisioned notifications.on 31 December, 2008, the breakdown was as follows:

• Process no. 3123-97/101906.6, value 156 810 euros;• Process no. 3123-98/101285.1, value 184 001 euros.

NOTE 36 - DeCoMpoSItIon oF SHARe CApItAl

As foreseen in Article no.9 of the Statutes attached to Decree-law no.336/98 of 3 november (see Introduction to this Annex), integrally subscribed share capital was initially fixed at 14 963 937 euros.

Subsequently, capital stock rose to 60 000 000 euros, by incorporation of part of the evaluation reserve which was the result of a patrimonial evaluation carried out in 1999 according to order no.96/2001 of the Inspectorate General of Finance (IGF).

Current share capital, which is totally subscribed, is made up of 12 000 000 shares with a nominal value of 5 euros each. Shares are registered and take book-entry form.

NOTE 37 - pARtICIpAtIon In SuBSCRIBeD CApItAl

the amount of share Capital, totally subscribed, is 60 000 000 euros and is detained exclusively by the portuguese Government – Directorate General for the treasury.

NOTE 40 - MoVeMentS In eQuItY IteMS

VIAccounts for

Financial Year

AnnuAl RepoRt

135

Opening Balance

Increases Reductions Closing Balance

EQUITY ITEM

Capital 60 000 000 60 000 000

Statutory Reserve 1 481 655 177 682 1 659 337

property Reserve 70 591 643 70 591 643

other Reserves 377 600 377 600

transited Results 710 728 710 728

net Result:

2007 1 776 819 1 776 819

2008 768 320 768 320

TOTAl 134 227 717 1 656 730 1 776 819 134 107 627

AnnuAl RepoRt

VIAccounts for

Financial Year

136

According to Article no.17 of the Company’s Statutes, a minimum of 10% of the profits from each fiscal year should be transferred to the Statutory Reserve until this reaches at least 20% of the share Capital.

the Statutory Reserve is not available for distribution and can only be used to increase Capital or to compensate losses.

the item property Reserve resulted from the application of various existing reserves, many of which result from the evaluation and integration of fixed assets in the Company, in covering losses. this application occurred in the fiscal year of 2007.

the item other Reserves was constituted by contrast from the accounting registry of Apl artistic property in tangible assets.

NOTE 41 - CoStS oF GooDS SolD AnD MAteRIAlS ConSuMeD

VIAccounts for

Financial Year

AnnuAl RepoRt

137

Goods Raw-materiais, Subs. and

ConsumablesQuant. Value Total

Initial Stocks 499 81 149 170 626 251 775

purchases 89 764 89 764

Final Stocks 497 80 491 187 160 267 651

Cost in the fiscal year 4 658 73 300 73 958

AnnuAl RepoRt

VIAccounts for

Financial Year

138

NOTE 43 - ReMuneRAtIon oF SupeRVISInG BoDIeS

the remuneration attributed to the Company’s supervising bodies during the fiscal year ending 31 December, 2008 and 2007 was as follows:

2007 – 242 507 euros 2008 – 242 985 euros

NOTE 44 - DIStRIButIon oF SAleS AnD SeRVICeS RenDeReD peR ACtIVItY AnD MARKet

the majority of Sales and Services Rendered occurred on the national market.

VIAccounts for

Financial Year

AnnuAl RepoRt

2008 2007 Variation 2008/2007euros % euros % euros %

TOTAl 50 543 920 100% 49 424 792 100% 1 119 128 2,3

SAlES 701 0,00% 3 870 0,01% -3 169 -81,88

SERVICES RENDERED 50 543 219 100,00% 49 420 922 99,99% 1 122 297 2,27

Port Management 34 279 911 67,82% 33 185 543 67,14% 1 094 368 3,30

tariff Regulation 19 370 858 38,32% 18 483 043 37,40% 887 815 4,80

Concessions 14 909 053 29,50% 14 702 500 29,75% 206 553 1,40

RECREATIONAl BOATING MANAGEMENT

2 483 603 4,91% 2 362 519 4,78% 121 084 5,13

REAl ESTATE MANAGEMENT 12 314 260 24,36% 12 415 613 25,12% -101 353 -0,82

SUPPlIES 1 093 162 2,16% 1 078 350 2,18% 14 812 1,37

OTHER SERVICES RENDERED 372 282 0,74% 378 897 0,77% -6 615 -1,75

139

AnnuAl RepoRt

VIAccounts for

Financial Year

140

NOTE 45 - FInAnCIAl StAteMent ReSultSVIAccounts for

Financial Year

AnnuAl RepoRt

141

FISCAl YeARS

EXPENSES 2008 2007

681 Interest payable 4 916 213 3 266 732

682 payment For participation Securities

683 Amort. of Real estate Investments 94 647 94 647

684 Adjust. of Financial Applications

685 exchange losses 4

686 Cash Discounts

687 losses Incur. on Sale of Financial Invest.

688 other Financial expenses 21 237 23 796

FINANCIAL LOSS - 3 804 419 - 2 107 211

1 227 683 1 277 964

FISCAl YeARS

INCOME 2008 2007

781 Interest Received 228 697 302 070

782 Income From participation Securities

783 Income From Real estate 996 091 971 287

784 Income From Real estate

785 exchange Gains

786 Cash Discounts 2 895 3 593

787 Income From the Sale of Financial Invest.

788 Reversals And other Financial Income. 1 014

FINANCIAL LOSS 1 227 683 1 277 964

AnnuAl RepoRt

VIAccounts for

Financial Year

142

various items included in the financial results:

Supported Interest – During the period under analysis, an increase was registered in relation to the year of 2007 to the value of 1 650 thousand euros, due mainly to the combination of two factors:

i) Volume of investment, totaling 27 861 thousand euros, in 2008, through debt capital – bank loan – the following of which is relevant:

- Rehabilitation and strengthening project of the quay between Santa Apolónia and Jardim do tabaco, to the amount of 17 087 thousand euros;

- Currently being finalized, the construction of buildings for the installation of the two european Agencies - eMSA and eMCDDA – to the value of 5 956 thousand euros.

ii) Alteration of spreads in the last trimester of 2008, following the serious world-wide financial crisis beginning that trimester and according to latest forecasts could last throughout the years of 2009 and 2010.

Depreciations of Real Estate Investments – represents the depreciation, in twelfths, of the “Vasco da Gama” building, its evaluation value is registered in Financial Investments.

Real Estate Income – shows “rents” received for the occupation of the “Vasco da Gama” building by services of the Ministry of public Works, transport, and Communications and the Ministry of Agriculture, Rural Development and Fishing.

NOTE 46 - eXtRAoDInARY FInAnCIAl ReSultS

In extraordinary Income the following are relevant: corrections related to previous fiscal years to the amount of 790 thousand euros and other extraordinary costs and losses to the value of 825 thousand euros, which include the amount of 680 thousand euros destined to the payment of incentives for early-retirement in 2009, in conformity with the Service order no.29/2008, of 19 September and 30/2008, of 30 September.

In extraordinary Income the most significant values are:

- Reduction in provisions to the value of 687 thousand euros, of which 668 thousand euros refers to the cancellation of the provision constituted in previous fiscal years for the judicial action brought by RM, Hotelaria, S.A., with Apl, S.A. and this entity coming to an extrajudicial agreement in 2008.

- other extraordinary Income, to the sum of 2 136 thousand euros, the value of regularizing the depreciation cost of subsidized assets.

VIAccounts for

Financial Year

AnnuAl RepoRt

143

FISCAl YeARS

EXPENSES 2008 2007

691 Donations 70 961 66 155

692 Bad Debts 1 626 1 530

693 Stock losses

694 Fixed Asset losses 2 537 6 788

695 Fines And penalties 80 515

696 Depreciation Increase

697 prior Year Adjustments 790 379 816 018

698 other extraordinary expenses 825 015 67 335

EXTRAORDINARY RESULTS 1 373 098 2 632 600

3 063 696 3 590 941

FISCAl YeARS

INCOME 2008 2007

69

791 tax Refunds

792 Recovery of Debts 4 724 36 773

793 Gains In Stock

794 Gains In Fixed Assets 108 444 444 053

795 profits From Contract penalties 933 657

796 provision Decrease 687 282 2 176 389

797 prior Year Adjustments 126 800

798 other extraordinary Income 2 136 447 1 014

EXTRAORDINARY RESULTS 3 063 696 3 590 941

AnnuAl RepoRt

VIAccounts for

Financial Year

144

NOTE 48 - otHeR InFoRMAtIon ConSIDeReD ReleVAnt FoR tHe BetteR unDeRStAnDInG oF tHe FInAnCIAl poSItIon AnD StAteMentS

VIAccounts for

Financial Year

AnnuAl RepoRt

145

RUBRICAS Value (euros)

DEBT TO CREDIT INSTITUTIONS AND OTHER ENTITIES:

Short Term (until 1 year):

Millennium BCp 25 147 884

BBVA (Banco Bilbao Viscaya e Argentaria) 25 000 000

BeS (Banco espírito Santo) 3 491 584

BpI/ Millennium BCp Syndicate (ex. App – Intracompany loan)

1 210 526

Internal loan from the public treasury (Dl no. 35716, 24 June, 1946)

41 169

Banco Santander totta 14 907 667

Medium/Long Term (>1year):

BeS (Banco espírito Santo) (total - 25 000 000, use 31/12/2008)

15 500 000

BpI/ Millennium BCp Syndicate (ex. App – Intracompany loan)

9 078 947

BBVA (Banco Bilbao Viscaya e Argentaria) (see note 31 - e) 21 500 000

Internal loan from the public treasury (Dl no. 35716, 24 June, 1946) 856 432

ACCRUAlS AND DEFERRAlS - lIABIlITIES 8 429 930

Differed income:

Investment subsidy

previous Balance 63 657 939

Investment Subsidies

pIDDAC 1 850 000

Regularizing of the depreciation of property costs -2 132 880

other differed income 3 920 769

Closing Balance 67 295 827

AnnuAl RepoRt

VIAccounts for

Financial Year

146

other relevant information not covered in previous notes:

i) the balance of bank guarantees, deposits and insurance deposits on 31 December, 2008 was 19 493 271 euros, referring to clients and 21 242 446 euros referring to suppliers.

In January, 2007, the intracompany loan (former bondholder loan ApAJp/94) was renegotiated by the port Administrations, with each taking out an individual loan with a syndicate constituted of Millennium BCp and BpI Bank. In the case of Apl, S.A., the loan totaled, on 31 December, 2007, an amount of 11 500 000 euros.

the repayment of the capital will be made in nineteen semester payments, with the first occurring in January 2008. on 31/12/2008 the amount owing totaled 10 289 474 euros.

Apl, S.A. and the other pAs, also constituted themselves as solitary guarantors for the obligations of the loan contracted by IptM - Instituto portuário e dos transportes Marítimos.

ii) the intracompany loan from BBVA (Banco Bilbao Viscaya e Argentaria), to the amount of 21 500 000 euros, was intended for the restructuration of short term financial liabilities.

this financing is for a period of 12 years, with the reimbursement over 20 semester repayments (with a grace period of 2 years). During the first two semesters, the loan earns interest at a rate of 3.90%. During the remaining semesters, the rate results from the application of a formula that is based on daily observations of the 6 month euribor rate versus a pre-established interval, with a minimum of 4.30% (previously 5.90%, altered by the amendment of December 2008). the banking institution has, however, the option to modify the rate applicable for the 6 month

euribor rate increased by a spread of 0.12%.

Apl, S.A. can request an anticipated total or partial refund of this operation, given that such a cancellation will result in the calculation and payment of a fair value of the financing, with reference to the date of this request. See note 31 – line e).

iii) Analysis of external Supplies and external Services and Costs with personnel

Supplies and external Services, with an increase of 19.1% compared to real costs in 2007 (2007 – 11 167 thousand euros, 2008 – 13 302 thousand euros), demonstrated in the following items:

- electricity / Water, with increases respectively of 30% (2007 – 705 thousand euros, 2008 – 917 thousand euros) and 7.7% (2007 – 889 thousand euros, 2008 – 958 thousand euros). part of the consumption of energy and water is subsequently invoiced to clients and in 2008 this totaled 1 059 thousand euros, representing 58% of the total value consumed.

- Rents and leasing, with an increase of 46.1% (2007 – 248 thousand euros, 2008 – 363 thousand euros), with the rent, in 2008, of all equipment and multipurpose consumables (printing/scanner/fax).

- Conservation and repair, with an increase of 63.5% (2007 – 2 920 thousand euros, 2008 – 4 775 thousand euros). Within this item, it is important to note that maintenance draggings are responsible for the increase of 1 348 thousand euros.

- Surveillance and Security, with an increase of 28.9% (2007 – 946 thousand euros, 2008 – 1 220 thousand euros), for the most part resulting from the european Standards ISpS (International Ship and port Facility Security Code), regarding the security of maritime and

VIAccounts for

Financial Year

AnnuAl RepoRt

147

port facilities, notably, with regards to cruises and the implementation of security measures in the buildings at Cais do Sodré, destined to host the european Agencies.

Costs with personnel, present a decrease of 20.3% compared with 2007 real costs, (2007 – 19 069 thousand euros, 2008 – 15 199 thousand euros).

- this variation of 3 870 thousand euros in absolute terms comes essentially from the result of the actuarial studies of 31 December, 2008, with the alteration in the Regulation of Social Work that came into effect 1 September, 2008, with future impact on post-work benefits, totaling 2 698 thousand euros. the consequent annulment in the provision for other Risks and Incumbencies – Medical Assistance occurred, per contra entry of Costs with personnel.

- In 2008 the salary update was 2.1%.

- there was no alteration in the average number of permanent employees versus 2007.

iv) Reattribution of Riverfront Areas

on 28 January, 2008 a Memorandum of understanding between the portuguese State and the Municipality of lisbon was signed. this relates to the urban areas without any recognized port use, current or future, and those areas that are not exclusively for waters use. the Memorandum foresees the possibility of subjective dominial mutation from the State to the City of lisbon.

Decree-law no.100/2008, of 16 June, establishes, in relation to the areas included in the water public domain of the State, procedures relating to compatible uses with this type of ownership, in legal terms, as well as the procedures for the eventual reattribution of these areas when these cease to be exclusively destined for public interest of waters use.

the object of the regime includes, as such, the reallocation of the public maritime domain in areas without recognized port use. In these terms, when the goods of public maritime domain do not have to remain attributed to the exclusive use of waters, these can be reattributed. After the reattribution, the goods can be the object of cession of use or subjective, dominial mutation, in legally applicable terms, always safeguarding the public nature of the goods, under penalty of their immediate attribution to the general public domain of the State.

the established procedure involves the determination by order of a member of Government responsible for the area of transports, the Instituto portuário e dos transportes Marítimos, I.p. (IptM, I.p.), and the territorially competent port administrations, proceeding to the identification of areas without recognized port use inserted in the urban environment or neighboring areas.

After this survey, property to be the object of exclusion from the jurisdiction of the port administrations are identified, by order of the member of Government responsible for the area of transports.

later, Decree-law no.75/2009, of 31 March, established the areas to exclude from Apl, S.A. jurisdiction, being unattributed from maritime public domain and integrated in the general public domain of the State, in the terms of Article 1 of that Decree:

a) Area I — area surrounding Belém tower, with 52.991 m2,

b) Area II — area between Hotel Altis and the Discoveries Monument, with 46.336 m2,

c) Area III — Junqueira embankment, with 95.009 m2,

d) Area IV — Cais do Sodré, with 3.068 m2,

VIAccounts for

Financial Year

AnnuAl RepoRt

148

e) Area V — Ribeira das naus, with 24.113 m2,

f) Area VI — Matinha, with 82.193 m2.

Decree-law no.100/2008, in no.3 of Art.8, states that “in cases of subjective ownership mutation to ownership by other territorial public collective entities, the act of ownership mutation implies approval by the Cabinet.”

In the terms of Decree-law no.75/2009, those areas continue integrated in the area of jurisdiction of Apl — Administração do porto de lisboa, S. A., and are attributed to this entity for its administration, per current terms, until the resolution by the Cabinet foreseen in Article 8 of Decree-law no.100/2008, of 16 June comes into effect.

From the survey conducted by Apl, S.A. with regards to the estate registered as Assets of the Company and already unattributed from maritime public domain and integrated in the general public domain of the State, the following net accounted values apply on 31 December, 2008:

- Area Junqueira/Bom Sucesso – 6 704 788,69 euros,

- Area Ribeira das naus/terreiro do paço – 2 552 186,66 euros,

- Area Matinha – 5 410 267, 25 euros.

NOTE 49 - InFoRMAtIon RelAteD to enVIRonMentAl MAtteRS

Some of the expenditure of an environmental nature during 2008 and recorded as business costs and assets in the fiscal year of 2008 was as follows:

VAlue

(euros)

BUSINESS COSTS

Collection of solid residue at the port of lisbon 494 263

Collection of residues from vessels 965 020

Maintenance of green areas 89 923

Quality analyses of water for human consumption 10 298

Invase study of bivalve cultures 3 840

Assessment and compensation of greenhouse gases 12 653

ASSETS

Characterization of sediments for dragging - pedrouços Docks

53 868

paper bins, containers for separation of residues and supports for bags for canine residue collection - zones for public use.

74 014

VIAccounts for

Financial Year

AnnuAl RepoRt

149

on 31 December, 2008 there was no record on the financial statements, any liability with an environmental nature or was there any environmental contingency, as it is the Company’s Board’s belief that to date, there were no obligations or contingencies from past occurrences which resulted in expenses relevant to the Company.

NOTE 50 - FInAnCIAl StAteMentS peR FunCtIonS

a) Reconciliation of the item of extraordinary results shown in the results by nature statement and in the results per function statement.

the statement of income per function was prepared in conformity with that established by the Accounting Matrix no. 20, which presents a concept of extraordinary profits which is different to that defined in the official Accounting plan (oAp) for the preparation of Statement of Income by nature. therefore, on 31 December, 2008 the value of extraordinary costs and losses was 1 690 598 euros (2007: 958 341 euros) and the value for extraordinary income to the amount of 3 063 696 euros (2007: 3 590 941 euros), which were presented in Statement of Income by nature (see note 46), were reclassified in the item operational results.

these reclassifications resulted in the following differences in the diverse nature of profit:

VIAccounts for

Financial Year

AnnuAl RepoRt

150

Statement Of Income 2008 Statement Of Income 2007

By nature Reclassific. By Function By nature Reclassific. By Function

Operational Results 3 243 518 2 506 133 5 749 651 1 283 856 3 815 931 5 099 787

Financial Results -3 804 419 3 804 419 --- -2 107 211 2 107 211 ---

Current Results -560 901 1 373 098 812 197 -823 355 2 632 599 1 809 244

Extraordinary Results 1 373 098 -1 373 098 --- 2 632 600 -2 632 600 ---

Net Results 768 320 --- 768 321 1 776 819 --- 1 776 819

b) Cost of sales and services rendered

Statement Of Income 2008 Statement Of Income 2007

By nature Reclassific. By Function By nature Reclassific. By Function

Services rendered 50 543 920 --- 50 543 920 49 424 792 --- 49 424 792

Operational Costs (Sales costs)

49 394 563 -17 719 448 31 675 115 50 567 153 -20 142 608 30 424 545

AnnuAl RepoRt

VIAccounts for

Financial Year

151

NOTE 51 - CASHFloW StAteMent

Discrimination of the cash flow and equivalent, reconciling the values shown in the cash flows statement with the items in balance sheet:

Description2008(euros)

2007(euros)

Cash 10 ,605 66 024

Bank Deposits 200 296 983 617

Availability in the balance sheet 307 900 1 049 641

VIAccounts for

Financial Year

AnnuAl RepoRt

VIIlegal Certification

of Accounts

152

AnnuAl RepoRt

153

VIIlegal Certification

of Accounts

1. Report and Fiscal Approval

by the Superior Supervisory organ

Introduction

1 - We have examined the financial statements of Administração do porto de lisboa, S.A. which include the Balance Sheet as of 31 December 2008, (which indicate net assets of euro 134.108 thousand, including a net profit of euro 768 thousand), the Income Statements by nature and the Cash Flow Statement to the year then ended and the corresponding notes to these Accounts.

2 - the Company has also prepared and presented the Income Statements by nature which cannot be examined and which is why we cannot issue and do not issue an opinion.

Responsibilities

3 - It is the responsibility of the Board of Directors to prepare the financial statements which present a true and fair view of the Company’s financial situation, the result of their operations and cash-flow, as well as to adopt appropriate accounting principles and criteria and to maintain an adequate internal control system.

4 - Based on our audit of the said documents, it is our responsibility to express a professional and unbiased opinion.

Scope

5 - except for the limitations indicated in paragraph 8, our audit was conducted in accordance with the technical Standards of the Chamber of portuguese Statutory Auditors, which require that the audit be planned and carried out with the objective of obtaining a reasonable assurance that the financial statements contain no material distortion. For this purpose, the audit included: (i) verifying, on a sampling basis, the relevant facts underlying the figures shown and disclosures made and the information contained in the financial statements and an evaluation of the estimates, based on the Board’s judgment and criteria used in preparing the audit; (ii) assessing the suitable of the accounting principles adopted and their disclosure, bearing in mind the circumstances; (iii) verifying the applicability of the ongoing principle; and (iv) assessing the overall fair presentation of the financial statements.

6 - our audit also covered the verification of the conformity of the financial information within the management report and the financial statements.

7 - We believe that our audit provides an acceptable basis for the opinion we have expressed in these financial statements.

AnnuAl RepoRt

AnnuAl RepoRt

154

Restrictions

8 - this report has been elaborated without the possibility of carrying out the necessary procedures to allow for the conclusion of the following matters:

a) the compensation that Apl is entitled to under Decree-law nº. 207/93 of 14 June, pertaining to the expropriation of land in the expo’ 98 zone has still not been defined as it awaits the publication of the joint ministerial order of the Ministry of public Works and the Ministry of Finance that will calculate the amount of compensation;

b) the heading other Debtors includes € 1.570 thousand, in relation to which an adjustment regarding the values invoiced to operators up until 1993 to the value of € 778 thousand was made. on the other hand, the heading other Creditors also includes € 748 thousand referring to receivables, also from operators. In relation to these receivables, a contract exists between Apl and the empresa de trabalho portuário (etp) dated 30 December, 1997, that establishes these as the property of Apl, only on the condition that the Foundation of the scheme port Retirement Complement is eliminated within the stated period of 5 years from that date. Given that until the present date the Foundation has not yet been eliminated and even though the reimbursement of those amounts of money has not been requested, the final destination of the recorded receivables and the resulting adjustment are not yet determinable;

c) In accordance with declarations obtained from lawyers, there exist legal proceedings taken out by third parties against Apl, with a total claimed amount reaching around € 470 thousand, which was neither contemplated for, nor divulged in the Annex to the Financial

Statements. Additionally, until the date of the issuing of this report, it was not possible to obtain a response from one of the lawyers from the firm, with regards to our request for information. Given the information available, we are not in conditions to evaluate what the risks are and, consequently, to provide conclusions on the eventual impact of these situations;

d) on 28 January, 2008, a protocol between the Government and the Municipality of lisbon was signed, which foresaw the shared management of some riverside zones, as well as the transfer to the Municipality, without any incumbencies, of land of public domain without port activity, except in the cases where on these lands constructions exist, whereupon Apl expects to receive compensation. In the scope of this protocol, in 2008, goods with a net value of around € 14.670 thousand were removed from maritime public domain and integrated in the general public domain of the state, still integrated in the area of jurisdiction of Apl. Given the information available to the present date, we are not in conditions to evaluate the outcome of this situation and, consequently, its eventual impact on the Financial Statements.

9 - the goods of public domain that contribute directly to the operational activity of the Company continue omitted from Fixed Assets. even though it is not possible to obtain information on the value involved and to determine the impact on Assets and liabilities, as well as amortizations and in extraordinary profits, given the accounting practices applicable in these circumstances, the effect in terms of liquid patrimony and liquid profits is null.

10 - the headings Clients and other Debtors - diverse, presents a balance, clear of adjustments, determined by accepted taxation criteria, of € 13.585 thousand and € 1.303 thousand (2007: € 12.291 thousand and € 1.040 thousand), of € 9.511 thousand and

AnnuAl RepoRt

VIIlegal Certification

of Accounts

1. Report and Fiscal Approval

by the Superior Supervisory organ

AnnuAl RepoRt

155

€ 1.003 thousand (2007: € 9.673 thousand and € 1.272 thousand) respectively. Given that, with regards to the characteristics and circumstances of the underlying businesses, that criterion does not appear adequate and, deducting the sum of guarantees received from third parties applied to the balance in debt, as well as the sum of transactions considered as a loss, we estimate that there exists a maximum of € 2.708 thousand omitted adjustments which are imputable, in their almost totality, to transited profits.

11 - enclosed in other Debtors, shown clear of adjustments of € 290 thousand (2007: € 306 thousand) are € 578 thousand (2007: € 484 thousand), regarding the quota-part that Apl has to receive from the beneficiaries of “social and cultural works”. Given that these values are charged monthly via discount on the salary/pension in accordance with applicable accounting practices and should be presented in their deducted value and is consequently shown by an amount close to the totality through transited results.

12 - In the scope of the development of its activity, Apl carried out diverse studies and projects to the sum of € 2.445 thousand, of which € 550 thousand refer to the Strategic plan, recorded in Fixed Assets. Given their nature, the related expenses must have been registered in year-end results and transited results as € 1.804 thousand and € 641 thousand, respectively.

opinion

13 - In our opinion, except when the effects of the adjustments that could be deemed necessary if there were none of the provisions referred to in paragraph 8, except as to the effects of the situations

referred to in paragraphs 9 to 12, the said financial statements, provide a true and fair view in all relevant material aspects of the financial position of Administração do porto de lisboa, S.A., as of 31 December 2008, and of the results of its operations during the year then ended, in accordance with the generally accepted accounting principles in portugal, modified by the application of the international accounting Standard no. as referred in note 3 of the Annex.

emphasis

14 - Without affecting the opinion expressed in paragraph 13, we alert you to the following situations:

a) the legal Certification of Accounts of the year ending 31 December, 2007, contained a reserve for the fact that in 2006, the Company registered in Fixed Assets - in course, studies to the sum of € 180 thousand, which should have been considered as business costs. In the year of 2007, the Company transferred this sum to costs for which, the Year-end results of 2007 and the transited Results, presented for comparative effect, are under and over valued, respectively, by this sum.

b) As mentioned in note 3, paragraph b) of the Annex, the Company is using criteria and depreciation record practices, which in spite of being acceptable for fiscal effects and consistent with the previous financial year, there are no studies on the uniformity of this matter for this sector, and they are not supported by conclusive analysis of their adequacy to these business circumstances.

AnnuAl RepoRt

VIIlegal Certification

of Accounts

1. Report and Fiscal Approval

by the Superior Supervisory organ