Authorizes The Government To Legislate In Matters Of Takeover Bids

Original Language Title: Autoriza o Governo a legislar em matéria de ofertas públicas de aquisição

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Read the untranslated law here: http://app.parlamento.pt/webutils/docs/doc.pdf?path=6148523063446f764c3246795a5868774d546f334e7a67774c336470626d6c7561574e7059585270646d467a4c316776644756346447397a4c334277624459334c5667755a47396a&fich=ppl67-X.doc&Inline=false

1 PROPOSAL of law No. 67/X explanatory memorandum Council Directive No. 2004/25/EC of the European Parliament and of the Council of 21 April 2004, came to impose harmonisation of takeover bids arrangements in the Member States of the European Union, while respecting the General principles of equality of treatment, transparency in information and protecting the interests of minority shareholders and employees of the entities concerned and Offerors. The harmonization of existing schemes in the European Union is strengthened by the principle of reciprocity which allows a Member State to provide the entities concerned the possibility of applying a scheme both or better depending on the arrangements applicable to entity concerned in the Member State where its headquarters, with special impact on targeted capacity to apply countermeasures. The directive also establishes measures regarding the competent authorities to supervise their provisions, in particular in the choice of the authority in situations in which the offeror and offeree entity are located in different legal systems or when the sight has securities admitted to trading on regulated markets. About transparency and information duties, the Directive provides that the decision to launch a bid will be immediately made public, with special duties of information to employees of the offeror and offeree entities, including description of the objectives regarding employment or maintenance activity location in case of success of the offer. Amendments to the Código dos Valores Mobiliários in this respect are punctual as the national scheme is already substantially close to the directive. The Directive also provides for the abolition of a series of defensive barriers in case of takeover bids, including the inapplicability of restrictions on voting rights, transmission of the restrictions on voting rights or otherwise relating to the vote. Particular emphasis is given to the possibility of the offeror, if pass the stop 2 percentage of not less than 75% of the voting rights of the offeree in the wake of the offer, disregard restrictions on transferability of voting rights and special rights of shareholders concerning the appointment of the management bodies. The deadline for transposition of this Directive will expire on May 20, 2006 and the recent release of several operations in the Portuguese market and speculation about the possible launch of new operations, including on the part of foreign companies, makes it imperative for rapid adaptation of the Portuguese legal system to EU rules in order to avoid differential treatment in the capital markets of the various Member States. The transposition of the directive will be carried out by means of the amendment to the securities code, approved by Decree-Law No. 486/99, of 13 November, as amended by Decree-Law No. 61/2002, of 20 March, 38/2003, 8 March, no. 107/2003, of 4 June, no. 183/2003, of 19 August No. 66/2004 of 24 March and no 52/2006, of March 15. It will be also the sanctions regime established in that code, mindful of the principles of effectiveness, proportionality and deterrence provided for in directive, standing out for its severity, the punishment of violation of duties of information regarding info on defensive measures or the duties of information, both to its shareholders as workers or as regards the negotiation of securities subject to the bid , which makes it necessary to obtain the corresponding authorization of the Assembly of the Republic.

So: under d) of paragraph 1 of article 197 of the Constitution, the Government presents to the Assembly of the Republic the following Bill.

Article 1 Scope is granted the Government legislative authorization to change the section I, Chapter II, title VIII of the securities code, approved by Decree-Law No. 486/99, of 13 November, as amended by decree-laws No. 61/2002, of 20 March, no. 38/2003, 8 March, no. 107/2003, of 4 June, no. 183/2003 , 19 August, no. 66/2004, March 24, and no. 52/2006, of 15 March, in order to adapt the sanctions provided for in that Code 3 system to the transposition into the internal legal order of the Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids.

Article 2 purpose and 1 extension-the legislation to be approved under this legislative authorization, in coherence with the other tipificadoras provisions of mere social ordering unlawful provided for in the securities code, aims to provide federal penalty rules for new duties to form under the transposition into domestic law Directive No. 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids. 2-the use of legislative authorization conferred by previous article, can the Government set as very serious infraction, punishable by between € 25,000 and € 2,500,000: a) the omission to disclose the approval of amendments for the purposes of the voluntary suspension of effectiveness of transmissivas, restrictions of voting rights and rights description and removal of holders of governing bodies; b) the breach of the obligation to increase the contrast for a price not less than the highest price paid for securities acquired in transaction held pending mandatory takeover bid. 3-the use of legislative authorization conferred by previous article, can the Government set as a serious offense, punishable by between £ 12,500 and € 1,250,000: a) the breach, on the part of the offeree company in takeover bid, the duty to publish report on the offer and send it to the Commission of securities markets (SEC) and the offeror, the duty to inform the SEC on securities transactions which are the subject of the offer , of the duty to inform the employees ' representatives or, in their absence, the workers themselves on the contents of the offer document and the report drawn up by itself and of the duty to disclose the opinion as to the implications of the offer of employment to be prepared by the workers; b) rape, the offeror, or by persons who with this are in any of the situations referred to in article 20 of the Código dos Valores Mobiliários, 4 trading ban outside regulated market category of securities that are the subject of the offer or of the contrast without prior authorization of the SEC; c) the violation by the offeror, or by persons who with this are in any of the situations referred to in article 20 of the securities code, the duty of notification to the SEC of transactions pending takeover bid; d) breach, on the part of the offeror company, the duty to inform the employees ' representatives or, in the absence of these workers about the content of the offering documents.

Article 3 Duration the legislative authorization granted by this law lasts for 180 days.

Article 4 entry into force this law shall enter into force on the day following that of its publication.

Seen and approved by the Council of Ministers of 27 April 2006 Prime Minister the Minister of Parliamentary Affairs Minister Presidency 5


This Decree-Law transposes to the internal legal order the Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids. The Directive aims to harmonise and coordinate the system of takeover bids in the Member States of the European Union, while respecting the General principles of equality of treatment, transparency in information and protecting the interests of minority shareholders and employees of the entities concerned and Offerors. The harmonization of existing schemes in the European Union is strengthened by the principle of reciprocity which allows a Member State to provide the entities concerned the possibility of applying a scheme both or better depending on the arrangements applicable to entity concerned, with special impact on targeted capacity to apply countermeasures. The directive also establishes measures regarding the competent authorities to supervise their provisions, in particular in the choice of the authority in situations where offeror and offeree entity are located in different legal systems or when the sight has securities admitted to trading on regulated markets. The directive also provides for the necessity of coordination between competent authorities. The duty of launching a takeover bid arises as soon as an entity or group of entities acting in concert, hold securities of the entity concerned in such proportion of the voting rights that enable them to, directly or indirectly, have the target control. The Directive does not establish what percentage, giving the Member States the definition. In this respect, the national legislator chose to keep the current thresholds provided for in the securities code for the mandatory takeover bids, i.e., a third to half of the voting rights. The national legislator chose, however, by introducing a change in the calculation of attribution of voting rights with relevance to the determination of the thresholds for control. This change is not a consequence of the transposition of Directive No. 2004/25/EC of the European Parliament and of the Council of 21 April 2004, but this is a foretaste of the arrangements provided for in Council Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements with regard to information relating to 6 issuers whose securities are admitted to trading on a regulated market and which amending Directive No. 2001/34/EC of the European Parliament and of the Council of 21 May 2001. Thus, article 20 of the securities code is amended to accommodate the notion of concerted exercise of the voting rights and provides that are not attributable to companies which dominate companies providing portfolio management services for against, the voting rights attaching to the portfolios managed provided that the management company is acting independently of the dominant society. It also introduces a new article 20A presuming attribution of voting rights to the dominant society in certain circumstances to show lack of independence on the part of the holding company dominated. This presumption can be rebutted before the supervisory authority. The launch of a takeover bid assumes that the consideration offered is fair, both in its shape and in its value. As regards the first aspect, article 188 of the securities code is changed, existing standard densificando that establishes the obligation of the consideration to be determined by independent auditor under certain circumstances – in particular if the negotiation of securities subject to the bid to introduce a reduced liquidity involving little representation. As to the form of the Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004, States that can take cash or securities, being a cash alternative if the securities are not admitted on a regulated market. The directive also allows Member States to make mandatory a cash alternative in all cases. In this respect, the legislator sopesou the arguments which advocate greater protection of small shareholders with those who argue for a more flexible and efficient control. The solution presented in article 188 of the securities code points to a balance when setting the contrast can consist only proven liquidity securities unless the offeror has, in the period prior to the release of the offer, acquired a percentage equal to or greater than 5% of the voting rights of the target, in which case it is mandatory a cash alternative. Transparency is crucial in a takeover bid. The Directive provides that the decision to launch a bid will be immediately made public, with 7 special duties of information to employees of the offeror and offeree entities including a detailed description of the objectives in terms of job maintenance or activity location in case of success of the offer. The changes introduced in the securities code in this respect are punctual as the national scheme is already substantially close to the directive. Article 181a densifica the duties of information to be provided by the Board of Directors of the entity concerned. For its part, the new article 245-establishes the duty to provide information to all companies with shares admitted to trading on a regulated market as regards their governance, in particular on capital structure and existence of restrictive or defensive measures, including the appointment of the management bodies. Article 11 of Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004, provides for the abolition of a series of defensive barriers in takeover bid, including inapplicability of restrictions on voting rights, transmission of the restrictions on voting rights or otherwise relating to the vote. Particular emphasis is given to the possibility given to the offeror, if pass to hold at least 75% of the voting rights of the offeree in the wake of the offer, to disregard restrictions on transferability and voting rights and special rights of shareholders concerning the appointment of the management bodies. This is what the doctrine has dubbed the breakthrough rule. Article 12 of the directive provides that Member States may confer upon the entities concerned the possibility of dismissing all or part of the provisions of certain provisions of the directive, including those laid down in article 11, without prejudice to the principle of reciprocity. In this way, the national legislature chooses, in the new article article 182-A, for a weighted scheme, once again the argument which advocates greater freedom of movement of capital in counterpoint with that defends the primacy of private autonomy. The acquisition and disposal scheme provided for in Council directive potestativas does not offer any expertise in national planning, given that little differs in substance the Código dos Valores Mobiliários. In this way, the changes introduced in articles 194 to 196.º of the code are aimed at essentially the harmonization of deadlines for launch of these offers and about the presumption of correctness of the consideration. It's also changed the sanctions regime established in the Código dos Valores Mobiliários, mindful of the principles of effectiveness, proportionality and deterrence provided for in the directive. The violation of the obligations laid down in Directive becomes 8 considered unlawful likely administrative offense, especially for its severity the violation of duties of information concerning information on countermeasures, the duties of the information targeted to its shareholders as workers or as regards the negotiation of securities subject to the bid. Were heard the securities market Commission, the Bank of Portugal, the Instituto de Seguros de Portugal, the representative associations of the banking and financial sectors and the Euronext Lisbon.

So: the use of legislative authorization granted by law n° ___/2006, of _ _ _ _ _ _ and under subparagraphs (a) and (b))) of paragraph 1 of article 198 of the Constitution, the Government decrees the following: Article 1 subject-matter this Decree-Law transposes to the internal legal order the Directive 2004/25/EC the European Parliament and of the Council of 21 April 2004 concerning takeover bids.

Article 2 amendments to the Código dos Valores Mobiliários articles 20, 108, 111, 138, 173, 175, 176, 178, 180 to article 182, 185, 188, 180, 191, 194 to 196.º and 393.º of the securities code, approved by Decree-Law No. 486/99, of 13 November, as amended by decree-laws No. 61/2002, of 20 March , n° 38/2003, 8 March, no. 107/2003, of 4 June, no. 183/2003, of 19 August, no. 66/2004, March 24, and no. 52/2006, of March 15, are replaced by the following:% quot% article 20 [...]


1 - [...]: 9 a) [...]; b) [...]; c) [...]; d) [...]; e) [...]; f) attaching to shares held as collateral by the participant or by this administered or deposited with him, if the voting rights they have been allocated; g) held by holders of voting rights that have conferred upon the participant to exercise discretionary powers; h) held by people who have concluded a deal with the end aimed at acquiring the domain of society or frustrate the domain change or otherwise, constitutes an instrument of concerted exercise of influence over the company held; I) [previous subparagraph (g))]. 2 - [...]. 3-do not consider themselves to be attributable to the society to exercise dominion over the Fund Manager of investment fund about the Fund Manager of the Pension Fund, about managing body of venture capital fund or financial intermediary authorized to provide the service of portfolio management in the voting rights attaching to shares of funds or managed portfolios provided that the management company or the financial intermediary to exercise voting rights independently from the parent company. 4-for the purposes of paragraph (h)) of paragraph 1, it is assumed to be an instrument of concerted exercise of influence agreements concerning transferability of the shares representing the share capital of the company held. 5-the presumption referred to in the preceding paragraph may be rebutted before the SEC, upon proof that the relationship established with the participant is independent of the actual or potential influence on the company held.

10 article 108 [...]

1 - [...]. 2-take-over bids referred to in article 145: the) with regard to the proposed contribution, the processing of the offer, the content of the prospectus of the offering and the disclosure of the offer, shall apply the law of the Member State whose supervisory authority is competent for the supervision of the offer; b) with regard to the information to the employees of the offeree company, the proportion of the voting rights that constitutes domain, exemptions or waivers to the duty of launching takeover bid and the limitations of powers of the Board of the offeree company, applies to law society staff issuer of securities subject to the bid.

Article 111 [...]

1 - [...]: a) [. . .]; b) public offerings of securities issued by the European Central Bank or by the central bank of one of the Member States; c) [...]; d) [...]; e) [...]; f) [...]; g) [...]; h) [...]: i) […]; II) [...]; III) [...]; iv) [...]. 11 i) [...]; j) [...]: i) [...]; ii) [...]. l) [...]; m) The takeover bids for securities issued by collective investment undertakings. 2 - [...]. 3 - [...].

Article 138 [...]

1-in addition to the provided for in paragraph 1 of article 183, the public offer prospectus must include information on: the) [...]; b) [...]; c) [...]: d) [...]; e) people who, according to his knowledge, are with the offeror or with the offeree company in any of the relationships referred to in paragraph 1 of article 20; f) [...]; g) the offeror's intentions with regard to continuity or change in the business of the offeree company, of the offeror, as far as it is affected by the offer, and, in the same terms, for companies with these are domain or group relationship, regarding the maintenance and employment conditions of workers and leaders of the entities referred to, including any impact on the places where the activities are exercised , how to maintain the quality of open society of the offeree company and as to the maintenance of the trading on a regulated market of securities which are the subject of the offer; 12:00) the possible implications for the success of the offer on the financial situation of the offeror and any financing of the offer; i) [...]; j) [...]; l) [...]; m) [...]; n) compensation proposal in case of suppression of rights by virtue of the rules provided for in article article 182-A, indicating the payment method and the method used to determine its value; the national legislation) applies to contracts concluded between the offeror and the holders of securities of the offeree company, following the acceptance of the offer, as well as the competent courts for the resolution of those disputes arising; p) any charges to be borne by the recipients of the offer. 2 - [...].

Article 173 [...]

1 - [...]. 2 - [...]. 3-the takeover bid launched only on securities other than shares or securities which give right to your subscription or acquisition, do not apply the rules on the preliminary announcement, the duties of information on transactions, the duties of the issuer, the competing offer and the mandatory takeover bid.

Article 175 [...]

1 - [...]. 2 - [...]: a) [...]; 13 b) [...]; c) Inform the representatives of their employees or, failing that, the workers on the content of the offering documents as soon as they are made public.

Article 176 [...]

1 - [...]: a) [. . .]; b) [. . .]; c) [. . .]; d) [. . .]; e) [. . .]; f) [. . .]; g) the summary of the objectives of the offeror enunciation, particularly with regard to continuity or change in the business of the offeree company, of the offeror, as far as it is affected by the offer, and, in the same terms, for companies with these are domain or group relationship; h) the offeror's status as to the matters referred to in article 182 article and paragraph 1 of article 182 article-a. 2-[...].

Article 178 [...]

1 - [...]. 2-preliminary announcement and the announcement of launching takeover bid whose contrast consist of securities that are not issued by the Offeror must also indicate the elements relating to the issuer and to securities issued or to be issued by the latter, which are referred to in article 176 and paragraph 1 of article 183-a.

14 Article 180 [...]

1 - [...]. 2 - [...]. 3-the event of the purchase referred to in the preceding paragraph: a) in the context of takeover bids, the SEC may determine the revision of the consideration, the effect of these acquisitions, not equitable compensation; (b)) in the context of takeover bids, the offeror is required to increase the contrast for a price not less than the highest price paid for the securities so acquired.

Article 181 [...]

1-the Board of the offeree company shall, within eight days of receipt of the draft prospectus and release and advertisement as soon as possible after disclosure of addendum to the offer documents, send the offeror, the SEC and disclose to the public a report drawn up in accordance with article 7 .° about the opportunity and the conditions of the offer. 2-the report referred to in the preceding paragraph must contain an autonomous opinion and based on at least the following information: a) the type and the amount of the consideration offered; b) the strategic plans of the offeror for the offeree company; c) repercussions of the offer in the interests of the offeree company, in General. and, in particular, in the interests of their workers and their working conditions and where the company carries out its activity; d) the intention of the members of the administrative organ that simultaneously are shareholders of the offeree company, as to the acceptance of the offer. 15 3-[previous paragraph 2]:) [...]; b) [...]; c) Inform the representatives of their employees or, failing that, the workers about the content of the documents and the report prepared by themselves, so that these are made public; d) [...]. 4, until the beginning of the offer, the Board of directors receive workers, directly or through their representatives, an opinion as to the implications of the bid on employment, should be annexed to the report on disclosure by you.

Article 182 article [...]

1 - [...]. 2 - [...]: a) [...]; b) [...]; (c)) the limitation extends to acts of execution of decisions taken before the period mentioned there and not yet partly or fully implemented. 3 - [...]: a) [...]; b) [...]; c) acts intended for looking for Offerors competitors. 4-during the period referred to in paragraph 1: a) the advance of deadline of Vulgarisation of convocation of the general meeting shall be reduced to 15 days; b) the deliberations of the general meeting referred to in paragraph b) of the preceding paragraph, as well as measures relating to the early distribution of dividends and other income may be taken by the majority required for the amendment of the statutes. 5 - [...]. 16 6-the arrangement provided for in this article shall not apply to takeover bids by companies Offerors that are not subject to the same rules or that are dominated by society that is not subject to the same rules. 7-in societies that adopt the model referred to in point (c)) of paragraph 1 of article 278.º of Código das Sociedades Comerciais, paragraphs 1 to 6 shall apply, mutatis mutandis, to the Executive Board of Directors and the General and supervisory board.

Article 185 [...]


1 - [...]. 2-the competitor's offer should be thrown to the preceding day for which complete the term of the initial offer. 3-cannot launch a competing offer people with the offeror or competing offeror prior initial in any of the situations referred to in paragraph 1 of article 20, unless authorized by the SEC to grant if the situation that determines the allocation of voting rights cease before the registration of the offer. 4-the counterpart of the competing bid must be higher than the precedent in at least 5% of its value and cannot contain the conditions become less favourable. 5-the offer competitor can't do depend on the effectiveness of a percentage of acceptances by holders of securities or voting rights in excess of the initial offering or constant supply previous competitor, unless for the purposes of the preceding paragraph, that percentage to justify on the basis of the voting rights in the offeree company already held by the offeror and persons with this are in any of the situations referred to in paragraph 1 of the article 20-6 [previous No. 5].

Article 188 [...] 17 1-[...]. 2 - [...]. 3-the consideration, in cash or in securities, proposed by the offeror, not equitable is assumed in the following situations: a) If the higher price has been fixed by agreement between the purchaser and the seller through negotiation; b) If the securities concerned submit liquidity decreased by reference to the regulated market which are admitted to trading; c) if it has been fixed on the basis of the market price of the securities in question and that or the regulated market in which they are admitted have been affected by exceptional events. 4-the PORTUGUESE SECURITIES MARKET COMMISSION decision concerning the appointment of independent auditor for the fixing of minimum contribution, as well as the value of the consideration so that fixed by that are immediately disclosed to the public. 5-the counterpart may consist of securities, if they are of the same type than those concerned in the offer and are admitted or are of the same class of securities liquidity proven admitted to trading on a regulated market, provided that the offeror and persons with him are some of the situations of paragraph 1 of article 20 do not have in the six months prior to the preliminary announcement and even the closure of the offer, acquired more than 5% of the share capital of the offeree company with cash payment, in which case should be presented counterpart in money.

Article 180 [...]

1-the duty of launching takeover bid shall be suspended if the person he thanks in written communication to the CMVM, immediately after the occurrence of the fact that establishing the duty to release, be bound to end the situation in 120 days. 18 2-[...]. 3 - [...].

Article 191 [...]

1-the publication of the preliminary announcement of the offer should occur immediately after the verification of the fact that establishing the duty to release. 2 - [...].

Article 194 [...]

1-Who, following the release of General takeover bid in which is aimed at open society whose personal Portuguese law, reach or exceed, directly or pursuant to paragraph 1 of article 20, 90% of the voting rights attaching to the share capital until the establishment of the results of the offer and 90% of the voting rights within the scope of the offer , may, within the three months following that date, to acquire the remaining shares by contrast just in cash, calculated in accordance with article 188 2-If the offeror as a result of the acceptance of the General offer and voluntary, purchase at least 90% of the shares representative of share capital with voting rights under the offer, it is assumed that the consideration of the offer is a fair contribution from the acquisition of the remaining shares. 3-[previous No. 2]. 4-[previous paragraph 3]. 5-[previous paragraph 4].

Article 195 [...]

19 1-[...]. 2 - [...]. 3 - [...].

4-the acquisition implies, in immediate terms, the loss of quality of open society of society and the exclusion from trading on the regulated market of the shares of the company and securities that they give right, getting forbidden admission for a year.

Article 196.º [...]

1-each of the holders of the remaining shares may within three months following the establishment of the results of the tender offer referred to in paragraph 1 of article 194, exercise the right of squeeze-out alienation, but the drive for writing to the dominant partner invitation to, within eight days, makes proposal for acquisition of their shares. 2 - [...]: a) [...]; b) Indication of the consideration calculated in accordance with paragraphs 1 and 2 of article 194 3-[...]. 4 - [...].

Article 393.º [...]

1 - [...]: a) [...]; b) [...]; c) [...]; d) [...]; e) [...]; 20 f) omission of disclosure of the approval of amendments for the purposes of the voluntary suspension of effectiveness of transmissivas, restrictions of voting rights and rights description and removal of holders of corporate bodies. 2 - [...]: a) [...]; b) [...]; c) [...]; d) [...]; e) [...]; f) [...]; g) [...]; h) [...]; i) [...]; j) [...]; l) of duty to increase the contrast for a price not less than the highest price paid for securities acquired in transaction held pending mandatory takeover bid. 3 - [...]: a) [...]; b) [...]. 4 - [...]: a) [...]; b) [...]; c) [...]; d) violation on the part of the offeree company in takeover bid, the duty to publish report on the offer and send it to the SEC and the offeror, the duty to inform the SEC on securities transactions which are the subject of the offer, the duty to inform the employees ' representatives or, in their absence, the workers themselves on the contents of the offer document and the report drawn up by itself and of the duty to disclose the opinion as to the implications of the offer the employment level 21 to be prepared by the workers; e) […]; f) […]; g) […]; h) the violation by the offeror, or by persons who with this are in any of the situations referred to in article 20, of the prohibition of trading outside of regulated securities market of the category of those who are the subject of the offer or of the contrast without prior authorization of the SEC; I) the violation by the offeror, or by persons who with this are in any of the situations referred to in article 20, the duty of notification to the SEC of transactions pending takeover bid; j) violation on the part of the offeror company, the duty to inform the employees ' representatives or, in the absence of these workers about the content of the offering documents. 5-Constitutes an administrative offence less serious omission of communication to the CMVM private offer distribution.»

Article 2 Amendment to code of securities are added to Código dos Valores Mobiliários articles 20A, 145-147,-A,-article 182, 185-, 185-B and 245-, with the following text:% quot% article 20A Charging voting rights relating to shares of collective investment undertakings, pension funds or portfolios 1-for the purposes of paragraph 3 of the preceding article society exercising dominion over the management company or the financial intermediary ceases to benefit from the derogation of attribution of voting rights if any behavior, though, shows that-i'il explain later the voting rights are exercised in the interests of that society, which is presumed to exist in particular if this 22: a) Interfere through instructions, direct or indirect, on the exercise of voting rights attaching to shares of investment fund Pension Fund, the venture capital fund or portfolio; b) not reveal autonomy of decision-making or enough distinction of people with decision-making powers; c) count as their voting rights, in particular on information to provide to the public or through advertisements. 2-when, in accordance with the provisions of the preceding paragraph, detect a situation of lack of independence of the Fund Manager or the financial intermediary that involves a qualifying holding in an open society, and without prejudice to the penalties applicable to the consequences if fit, the SEC reports on the market and notifies accordingly the Chairman of the general meeting, the Board of Directors and the Supervisory Board of the company held. 3-the Declaration of the CMVM implies the immediate imputation of all voting rights attached to shares that form part of the investment fund, the Pension Fund, the venture capital fund or the portfolio, while is not demonstrated the cessation of the situation that determined the lack of independence, with the consequences, and be communicated to participants or clients of the Fund Manager or financial intermediary. 4-The presumptions referred to in paragraph 1 may be set aside, before the SEC, through the demonstration of the management company or the financial intermediary under its domain exercise voting rights independently. 5-before issuing the statement provided for in paragraph 2, the SEC gives knowledge to Instituto de Seguros de Portugal where refers to pension funds.

Article 145-the competent authority in takeover bids 23


1-the sec is responsible for the supervision of takeover bids which have as their object transferable securities issued by companies subject to personal status, since the subject of the offer values: a) Are admitted to trading on a regulated market situated or operating in Portugal; (b)) are not admitted to trading on a regulated market. 2-the sec is also responsible for the supervision of takeover bids of transferable securities is subject to law society aimed at foreign personnel, provided that the securities subject to the bid: a) Are exclusively admitted to trading on a regulated market situated or operating in Portugal; or (b)) are not admitted to trading in a Member State where the headquarters of the company issuer, have been admitted to trading on a regulated market situated or operating in Portugal in the first place. 3-If the admission to trading of securities subject to the bid is simultaneously on more than one regulated market as many States members not including the Member State where the headquarters of the company issuer, issuer society chooses, in the first trading day, the authority competent for the supervision of the offer of the authorities of these Member States and shall communicate this decision to the regulated markets concerned and the respective supervisory authorities. 4-When the SEC has jurisdiction under the preceding paragraph, the decision of the company is disclosed in the dissemination of information of the CMVM.

147-the mutual recognition 1-the public offer prospectus of 24 securities admitted to trading on a regulated market situated or operating in Portugal, approved by the competent authority of another Member State is recognised by the PORTUGUESE SECURITIES MARKET COMMISSION, since: a) is translated into Portuguese, without prejudice to the provisions of paragraph 2 of article 6; b) is made available to the SEC a certificate issued by the competent authority responsible for the approval of the prospectus, as this is in conformity with the relevant community and national provisions, accompanied by the approved prospectus. 2-the SEC may require the introduction of additional information that results from the specificities of the Portuguese regime and respect the formalities relating to the payment of the consideration, the acceptance of the offer and the tax regime that this is subject.

Article 182 article-the voluntary Suspension of effectiveness of transmissivas and restrictions of voting rights 1 – companies subject to Portuguese personnel law may provide that statutes: a) The restrictions laid down in the statutes or in shareholders ' agreements, relating to the transfer of shares or other securities which give right to their acquisition are suspended, not take effect in regard to transmission resulting from the acceptance of the offer; b) limitations, laid down in the statutes or in shareholders ' agreements, concerning the exercise of voting rights are suspended, no effect on the general meeting convened in accordance with subparagraph (b)) of paragraph 3 of the preceding article; c) When, following a takeover bid, is reached at least 75% of the share capital with voting rights, the offeror shall not apply restrictions on broadcasting and on voting rights referred to in the previous paragraph 1(a), or special rights may be exercised for designation or dismissal of members of the Board of the offeree company. 2-the statutes open societies subject to personal status 25 do not engage in Portuguese in full the option mentioned in the preceding paragraph may not make the modification or elimination of restrictions concerning the transmission or the exercise of the right to vote of a quorum of Directors more aggravated than for 75% of the votes cast. 3-the statutes open societies subject to law Portuguese personnel exercising the option referred to in paragraph 1 may provide that the scheme does not apply to takeover bids by companies Offerors that are not subject to the same rules or that are dominated by a society that is not subject to the same rules. 4-the offeror is responsible for the damages caused by the suspension of effectiveness of shareholder agreements fully disclosed until the date of publication of the preliminary announcement. 5-the offeror is not responsible for damage to the shareholders who have voted in favour of the amendments for the purposes of paragraph 1 and the people with them in any of the relationships referred to in article 20 6-approval of amendments for the purposes of paragraph 1 by companies subject to personal status and by companies issuers of securities admitted to trading on a regulated market should be disclosed to the national SECURITIES MARKET and in accordance with article 248, to the public. 7-The provisions relating to the suspension of effectiveness of restrictions concerning the transmission and on voting rights referred to in paragraph 1 may apply for a maximum period of 18 months, renewable through new resolution of the general meeting, approved in accordance with legally prescribed for the amendment of the statutes. 8-the provisions of this article shall not apply in the case of a Member State be holder of securities of the offeree company which confer special rights to him.

Article 185-the Process of competing bids 26 1-The competing bids are subject to the General rules applicable to takeover bids, with the amendments in the following paragraphs. 2-When the preliminary announcement of offer competitor is published in time before the initial offer in CMVM, the period must be unmatched offerings unless such obstruct the concrete circumstances of the offers concerned. 3-When the preliminary announcement of the offer competitor is published after the registration of the initial offer or competing bids earlier, are reduced to eight days and four days respectively, the time limits laid down in point (b)) of paragraph 2 of article 175 and Article 181a 1 4-application for registration of offer is rejected by the CMVM competitor if this entity complete Depending on the date of submission of the application for registration of the offer and of the examination of the latter, the impossibility of a time that will allow the timely launch of the offer, in accordance with the provisions in paragraph 2 of the preceding article. 5-with the release of supply competitor, the duration of the initial offer and previous competitors offer is extended until the end of the period of that offer.

Article 185-B rights of Offerors 1-the release of previous offer competitor gives the Offerors to law's earlier review of the terms of its offer, whether or not made under article 2-184.º should you wish to exercise the right referred to in the preceding paragraph, the offeror shall communicate its decision to the CMVM and publishes an announcement within four working days of the launch of the competing offer , for all intents and purposes, in the absence of this publication, which keeps the terms of your offer. 3-the revision of the previous offer shall apply the provisions of paragraph 4 of article 185 27 4-revision of the previous offer due to the launch of competing offer does not constitute grounds for extension of the period of the offer. 5-the launch of competing offer constitutes grounds for revocation of voluntary offerings pursuant to article 128 6-the revocation decision is published as soon as it is taken, and shall be up to four days after the launch of the competing offer.

Article 245-the annual statement on corporate governance


1-The issuers of shares admitted to trading on regulated market disclosed in chapter of the annual management report especially developed for the purpose or in the annex to this, the following detailed information about the structure and practices of corporate governance: a) capital structure, including indication of actions not admitted to trading, different classes of shares, the rights and obligations attaching to it and the percentage of capital that each category represents; b) any restrictions on transferability of shares, such as clauses of consent to the alienation, or restrictions on ownership of shares; c) c) qualifying holdings in the share capital of the company; d) identification of holders of special rights and description of these rights; and control mechanisms set out in) any system of employee participation in capital to the extent that the voting rights are not exercised directly by these; f) Any restrictions on voting rights, such as limitations on the exercise of the vote depends on the ownership of a number or percentage of shares, deadlines for exercising the right to vote or prominent systems of heritage content; g) shareholders ' agreements which are known to the company and 28 could lead to restrictions on transfer of securities or voting rights; h) rules applicable to the appointment and replacement of members of the Board of Directors and amendment of the articles of Association; I) powers of the Board of Directors, in particular regarding the deliberations of capital increase; j) significant Agreements to which the company is a party and which take effect, be altered or cease in the event of a change of control of the company following a takeover bid, as well as the respective effects, unless, by their nature, the disclosure of same is seriously detrimental to the company, unless the company is specifically obliged to disclose such information pursuant to other legal imperatives; l) Agreements between the company and the holders of the Board of directors or employees providing for compensation in the event of resignation of the worker, unjustified dismissal or termination of employment relationship following a takeover bid; m) internal control systems and risk management implemented in society. 2-The issuers of shares admitted to trading on a regulated market are subject to personal information disclosed on the Portuguese structure and corporate governance practices as set out in CMVM regulation, where it is part of the information required in paragraph 1. 3-the Board of Directors of companies issuers of shares admitted to trading on a regulated market are subject to personal status shall submit to the general meeting Portuguese an explanatory report of the matters referred to in paragraph 1. '

Article 4 transitional Law 1-If the securities have been simultaneously admitted to trading on more than one regulated market 29, not including the Member State in which the headquarters of the company issuer at the date of entry into force of this decree-law, the competent authorities of the Member States concerned decide which markets the authority responsible for the supervision of offer on the same values within four weeks of the date above. 2-in the absence of any decision by the supervisory authorities, the competent authority of the same, is chosen by the issuer, on the first trading day after the expiry of the period set in paragraph 1, apply the provisions of paragraph 4 of article 145 of the securities code, as introduced by the present Decree-law. 3, the effect of the entry into force of the new subparagraph h) of paragraph 1 of article 20 of the securities code, as introduced by this decree-law, someone overcome one of the limits provided for in article 187 § of the same code: a) Must proceed to the field of communication provided for in article 16 of the securities code within ten days; b) Must proceed to launch takeover bid within 180 days, if however not cease the relevant threshold exceeded, including the disposal of surplus securities to third with him is not in any of the situations referred to in paragraph 1 of article 20 of the securities code, as introduced by the present Decree-law. 4-for the purposes of paragraph 2 of the article article 182 of the securities code, as introduced by this decree-law, the restrictions concerning the transmission or the exercise of voting rights of open societies subject to Portuguese personnel law at the date of entry into force of this decree-law have not taken the option referred to in paragraph 1 of the same article , they can be changed or eliminated since the quorum of Directors of 75% of the votes cast.

Article 5 Application in time Without prejudice to the provisions of the preceding article, the provisions of this Ordinance shall not apply to takeover bids whose preliminary announcement has been made public before the entry into force of this decree-law, nor the 30 competitors of those offerings.

Seen and approved by the Council of Ministers of the Prime Minister and State Minister for Foreign Affairs the Minister of State and finance the Minister of Justice