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PROPOSED LAW NO. 67 /X

Exhibition of Motives

The Directive No 2004 /25/CE of the European Parliament and of the Council of April 21 of

2004, came to impose the harmonisation of the scheme of the public takeover bids in the

Member states of the European Union, respecting the general principles of fairness of

treatment, transparency in the information provided and protection of the interests of the

minority shareholders and employees of the offeror and target entities.

The harmonization of the current regimes in the European Union is strengthened by the principle of

reciprocity that allows a member state to provide the target entities with

possibility of applying a regime as much or more favourable depending on the scheme

applicable to the entity targeted in the Member State where it has its registered office, with special

impact on the visada's ability to apply defensive measures.

The Directive also sets out measures as to the competent authorities to

overseeing its provisions, in particular in the choice of authority in situations

where the offeror and the target entity are situated in different legal ordinances

or when the visada has securities admitted to trading in various markets

regulated.

On the transparency and duties of information, the Directive provides that the decision to

launch of an offer is immediately made public, with special duties of

information to employees of the offeror and target entities, including description of the

objectives as to the maintenance of employment or location of the activity in the event of

success of the offer. The changes to be made to the Securities Code in this

aspect are punctual in as the national regime is already substantially close to the

provided for in the Directive.

The Directive further provides for the abolition of a number of defensive barriers in the event of

public takeover bids, including the unenforceability of the transmission restrictions

of voting rights, restrictions on the right to vote or on the voting

plural. Special relief is given to the possibility of the offeror, should it pass

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percentage not less than 75% of the voting rights of the target in the sequence of the offer,

disregard restrictions in respect of transmissibility of voting rights and rights

special of shareholders relating to the appointment of the governing bodies.

The deadline for transposition of this Directive ends on May 20, 2006, the

recent launch of various operations of this type on the Portuguese market and the

speculation about the eventual launch of new operations, including on the part of

foreign companies, makes imperious the expedient adequacy of legal planning

portuguese to community rules, so as to avoid differential treatment in the

capital markets of the different member states.

The transposition of the Directive will be carried out by way of the amendment to the Code of Values

Securities, approved by the Decree-Law No. 486/99 of November 13, with the wording

that has been given to him by the Decrees-Law No. 61/2002, of March 20, 38/2003, of 8 of

March, paragraph 107/2003, of June 4, para. 183/2003, August 19, para. 66/2004, 24

of March and No 52/2006 of March 15.

It will also proceed to the amendment of the sanctionatory regime established in that

Code, mindful of the principles of efectiveness, proportionality and deterrence provided for

in the Directive, highlighting itself by its severity the punishment of the violation of the duties of

information relating to information on defensive measures or duties of

information by the target, both to its shareholders and to its employees or

regarding the trading of the subject securities of the offer, which makes

necessary to obtain the corresponding authorization of the Assembly of the Republic.

Thus:

Under the terms of the paragraph d) of Article 197 (1) of the Constitution, the Government presents to the

Assembly of the Republic the following proposal for a law.

Article 1.

Scope

The Government shall be granted legislative authorization to amend Section I, Chapter II, of the

Title VIII of the Securities Code, approved by the Decree-Law No 486/99,

of November 13, as amended by Decrees-Laws No 61/2002 of March 20, para.

38/2003, of March 8, para. 107/2003, June 4, para. 183/2003, August 19, para.

66/2004, of March 24, and No. 52/2006 of March 15, in order to suit the system

3

sanctionatory provided for in that Code to transposition into the internal legal order of the

Directive No 2004 /25/CE of the European Parliament and of the Council of April 21 of

2004, concerning the public takeover bids.

Article 2.

Sense and extension

1-A legislation to be passed under the present legislative authorization, in coherence

with the remaining typifying provisions of illicit mere social ordering

provided for in the Securities Code, aims to provide for standards

sanctionatory for the new duties to be constituted by virtue of the transposition to the

internal legal order of Directive No 2004 /25/CE of the European Parliament and of the

Council of April 21, 2004 on public takeover bids.

2-In the use of the legislative authorization conferred by the previous article, may the Government

define as very serious counterordinance, punishable between € 25,000 and € 2,500,000:

a) The omission of disclosure of the approval of statutory changes for purposes

of the voluntary suspension of effectiveness of transmissive restrictions, of law of

voting and rights of designation and removal of holders of social bodies;

b) The breach of duty to increase the counterpart to a price not less than the

higher price paid for the securities purchased in transaction

carried out in the pending public offering of compulsory acquisition.

3-In the use of the legislative authorization conferred by the previous article, may the Government

define as a serious counterordinance, punishable between € 12,500 and € 1,250,000:

a) The violation, on the part of the company targeted in public takeover bid, of the

duty to publish report on the offer and to send it to the Commission of the

Securities Markets (CMVM) and the offeror, of the duty of

inform the CMVM about transactions conducted on securities that

are the subject of the offer, of the duty to inform the representatives of the employees

or, in their absence, the workers themselves on the content of the documents of the

offer and of the report by you elaborate and the duty to disclose the opinion as

to the repercussions of the offer at the level of employment that is prepared by the

workers;

b) The violation, by the offeror or by persons who with this are in some of the

situations provided for in Article 20 of the Securities Code, of the

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ban on trading outside regulated market of values

securities of the category of those who are the subject of the offer or of those who integrate the

counterpart without prior authorisation from the CMVM;

c) The violation, by the offeror or by persons who with this are in some of the

situations provided for in Article 20 of the Securities Code, of the duty

of communication to the CMVM of transactions carried out in the pendency of offer

public procurement;

d) The violation, on the part of the offeror society, of the duty to inform the

representatives of the workers or, in the absence of these workers on the

contents of the offer documents.

Article 3.

Duration

The legislative authorization granted by this Law shall be for the duration of 180 days.

Article 4.

Entry into force

This Law shall come into force on the day following that of its publication.

Seen and approved in Council of Ministers of April 27, 2006

The Prime Minister

The Minister of the Presidency

The Minister of Parliamentary Affairs

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The present decree-law transposes to the domestic legal order Directive No 2004 /25/CE

of the European Parliament and of the Council of April 21, 2004 on offers

public of acquisition.

The Directive aims to harmonise and coordinate the scheme of public takeover bids in the

Member states of the European Union, respecting the general principles of fairness of

treatment, transparency in the information provided and protection of the interests of the

minority shareholders and employees of the offeror and target entities. The

harmonization of the current regimes in the European Union is strengthened by the principle of

reciprocity that allows a member state to provide the target entities with

possibility of applying a regime as much or more favourable depending on the scheme

applicable to the target entity, with particular impact on the ability of the target to apply

defensive measures.

The Directive also sets out measures as to the competent authorities to

overseeing its provisions, in particular in the choice of authority in situations

in which bidder and target entity are situated in different legal ordinances

or when the visada has securities admitted to trading in various markets

regulated. The Directive also provides for the need for coordination between

competent authorities.

The duty to launch a public takeover bid comes as soon as a

entity, or group of entities acting in concert, detain securities

of the entity targeted in such a percentage of the voting rights that allow them, direct

or indirectly, have the control of the target. The Directive does not establish which

percentage, conferring to member states on their definition. In this respect, the

national legislator opts to maintain the current thresholds set out in the Code of Values

Securities for the public offers for compulsory acquisition, i.e. one third and

half of the voting rights.

The national legislator has, however, chosen to introduce a change in the calculation of

imputation of voting rights with relevance to the determination of the thresholds of

control. This amendment does not result from the transposition of Directive No 2004 /25/CE of the

European Parliament and of the Council of April 21, 2004, but it is a

partial anticipation of the scheme provided for in Directive No 2004 /109/CE of Parliament

European and of the Council of December 15, 2004 on the harmonisation of

transparency requirements with regard to the information relating to issuers

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whose securities are admitted to trading on a regulated market and

amending Directive No 2001 /34/CE of the European Parliament and of the Council, of 21 of

May 2001.

In this way, Article 20 of the Securities Code is amended so as to

accommodate the notion of the concerted exercise of voting rights and predicts that they are not

attributable to societies that dominates companies that provide management services of

portfolio by against outrain, the voting rights attached to portfolios managed since

society gestures to act independently of the dominant society. Introduces yourself

also a new Article 20-A which presumes the imputation of voting rights to the

dominant society in certain circumstances that demonstrate lack of

independence on the part of the ruling society. This presumption can be eluded

in the face of the supervisory authority.

The launch of a public takeover offer presumes that the counterpart offered

be equitable, both in its value and in its form. As for the first aspect, the

article 188 of the Securities Code is amended, densifying the standard already

existing that establishes the requirement of the counterpart to be determined by auditor

independent in certain circumstances-particularly if the negotiation of the

securities the subject of the offer to present a reduced liquidity that implies

little representativeness.

As for the form of the counterpart, Directive No 2004 /25/CE of the European Parliament and

of the Council, of April 21, 2004, establishes that it may rewear cash or values

securities, an alternative in cash being made if the securities

are not admitted on a regulated market. The Directive also allows for the

Member states make it mandatory for a cash alternative in all cases.

In this respect, the legislator has breathed the arguments that advocate for greater defence

of small shareholders with those who strive for a more control market

flexible and efficient. The solution presented in Article 188 of the Code of Values

Securities points to a balance by establishing that the counterpart may consist

only securities of proven liquidity except if the offeror has, in the

period prior to the launch of the offer, acquired an equal or higher percentage

a 5% of the voting rights of the target, in which case an alternative is obligatory in

cash.

Transparency is crucial in a public takeover bid. The Directive provides that the

decision to launch an offer is immediately made public, with special

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reporting duties to employees of the offeror and target entities including a

detailed description of the objectives in the seat of maintenance of employment or location

of the activity in case of the success of the offer. The changes made to the Code of

Securities in this respect are punctual as the national regime is already

substantially close to that provided for in the Directive. Article 181 densifies the duties

of information to be provided by the governing body of the target entity. For your side, the

new Article 245-It sets out the duty of information for all societies with

shares admitted to trading on regulated market in respect of their

government practices, notably on the capital structure and existence of measures

restrictive or defensive, including on the appointment of the governing bodies.

Article 11 of Directive No 2004 /25/CE, of the European Parliament and of the Council, of 21

of April 2004, provides for the abolition of a number of defensive barriers in the environment of

public takeover bid, including unenforceability of the restrictions on the transmission of

voting rights, restrictions on the right to vote or relative to the plural vote.

Special relief is given to the possibility conferred on the offeror, should it pass

percentage not less than 75% of the voting rights of the target in the sequence of the offer,

of disregarding restrictions on transmissibility and the right to vote and rights

special of shareholders relating to the appointment of the governing bodies. This is about

of what the doctrine has dubbed the breakthrough rule .

Article 12 of the Directive provides that the member states may confer upon the entities

aimed at the possibility of dismissing in whole or in part the willing

provisions of the Directive, including those provided for in Article 11, without prejudice to the principle

of reciprocity. In this way, the national legislator opts, in the new Article 182, by

a thoughtful regime, attentive once again the argumentation that defends a larger

freedom of movement of capital in counterpoint with the one that defends the primed of

private autonomy.

The regime of acquisition and potent disposal provided for in the Directive does not offer

any specialty in national planning, given that little differs in substance

of the provided in the Securities Code. In this way, the changes introduced

in Articles 194 to 196 of the Code are aimed at the harmonisation of deadlines for

launch of these offers and on the presumption of the justness of the counterpart.

It is also changed the sanctionatory regime established in the Code of Values

Securities, mindful of the principles of effectivity, proportionality and deterrence

provided for in the Directive. The violation of the duties laid down in the Directive becomes

8

deemed illicit liable to counter-ordinance, highlighting itself by its severity to

violation of the information duties relating to information on defensive measures,

of the information duties by the target of both its shareholders and its

employees or with respect to the trading of the securities subject to the offer.

The Commission of the Securities Market, the Bank of Portugal, was heard.

Institute of Insurance of Portugal, the representative associations of the banking sectors and

financial and Euronext Lisbon.

Thus:

In the use of the legislative authorization granted by the Law No. ___/2006, of ___ of ___ and in the

terms of the points a) and b) of Article 198 (1) of the Constitution, the Government decrees the

next:

Article 1.

Subject

The present decree-law transposes to the domestic legal order Directive No 2004 /25/CE

the European Parliament and of the Council of April 21, 2004 on offers

public of acquisition.

Article 2.

Amendment to the Securities Code

Articles 20, 108, 111, 173, 176, 180, 180, 188, 188, 188 to 182, 188, 188, 188, 188

190., 191, 194 to 196 and 393 of the Securities Code, approved by the

Decree-Law No 486/99 of November 13, as amended by the

Decrees-Laws No 61/2002 of March 20, para. 38/2003, of March 8, para. 107/2003,

of June 4, paragraph 183/2003, of August 19, para. 66/2004, of March 24, and para.

52/2006, of March 15, shall be replaced by the following:

" Article 20.

[...]

1-[...]:

9

a) [...];

b) [...];

c) [...];

d) [...];

e) [...];

f) Inherent in shares held in guarantee by the participant or by this

administered or deposited with it, if the voting rights

have been assigned;

g) Held by holders of the right to vote who have conferred on the

participant discretionary powers for their exercise;

h) Held by persons who have entered into some agreement with the

participant who vise to acquire the domain of society or frustrate the

change of domain or otherwise constitutes a

instrument of concerted exercise of influence on the

participative society;

i) [Previous point (g)] .

2-[...].

3-Do not consider themselves to be attributable to the society that exerts dominion over

investment fund managing entity, about managing entity of

pension fund, about venture capital fund manager entity or

on financial intermediary authorized to provide the management service

of portfolios on account of outrain the voting rights inherent in shares

monies of funds or portfolios managed, provided that the managing entity

or the financial intermediary shall exercise the voting rights of mode

independent of the dominant society.

4-For the purposes of the h) of paragraph 1, shall be presumed to be instrument of

concerted exercise of influence the agreements regarding the

transmissibility of the representative shares of the social capital of the

participative society.

5-A The presumption referred to in the preceding paragraph may be illidated in the face of

CMVM, upon proof that the relationship established with the

participant is independent of the influence, effective or potential, on the

participative society.

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Article 108.

[...]

1-[...].

2-To the public procurement offers provided for in Article 145-A:

a) With respect to the proposed counterpart, to the processing of the

offer, to the contents of the prospectus of the offer and to the disclosure of the offer,

applies to the law of the member state whose supervisory authority is

competent for the supervision of the offer;

b) With regard to information for employees of the society

targeted, to the percentage of voting rights constituting the field, to the

waivers or waivers on the duty to launch public offer

of acquisition and the limitations of powers of the governing body

of the vised company, the personal law of the issuing company applies

of the securities subject to the offer.

Article 111.

[...]

1-[...]:

a) [...];

b) The public offerings of securities issued by the Bank

Central European or by the central bank of one of the States

members;

c) [...];

d) [...];

e) [...];

f) [...];

g) [...];

h) [...]:

i) [...];

ii) [...];

iii) [...];

iv) [...].

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i) [...];

j) [...]:

i) [...];

ii) [...].

l) [...];

m) The public offers of purchase of securities issued

by collective investment bodies in the society-like form.

2-[...].

3-[...].

Article 138.

[...]

1-In addition to that provided for in Article 183 (1), the prospectus offering

procurement public shall include information on:

a) [...];

b) [...];

c) [...]:

d) [...];

e) The people who, according to their knowledge, are with the

offeror or with the vised society in some of the relationships

provided for in Article 20 (1);

f) [...];

g) The intentions of the offeror as to the continuity or modification of the

business activity of the target company, of the offeror, to the extent

in which it is affected by the offer, and, on the same terms, by

societies that with these are in relation to dominance or

group, as to the maintenance and conditions of the employment of the

workers and leaders of the entities referred to, in particular

possible repercussions on the places in which they are exercised

activities, as to the maintenance of the quality of open society

of the target society and the maintenance of the trading in

regulated market of the securities that are the subject of the

offer;

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h) The possible implications on the success of the offer on the situation

financial of the offeror and possible financing of the offer;

i) [...];

j) [...];

l) [...];

m) [...];

n) The proposed compensation in the event of the removal of the rights by

force of the rules laid down in Article 182, indicating the form of

payment and the method employed to determine its value;

o) The national legislation that will be applicable to contracts concluded

between the offeror and the holders of securities of the society

targeted, following the acceptance of the offer, as well as the courts

competent to address the disputes of those emerging;

p) Any charges to be borne by the recipients of the offer.

2-[...].

Article 173.

[...]

1-[...].

2-[...].

3-To the public takeover bid launched only on securities

other than shares or securities that confer right to their

subscription or acquisition do not apply the rules regarding the advertisement

preliminary, to the duties of information on transactions carried out, to the

duties of the issuer, the competing offer and the public takeover offer

mandatory.

Article 175.

[...]

1-[...].

2-[...]:

a) [...];

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b) [...];

c) To inform the representatives of their employees or, in their absence,

the workers on the contents of the offer documents thus

that these are made public.

Article 176.

[...]

1-[...]:

a) [...];

b) [...];

c) [...];

d) [...];

e) [...];

f) [...];

g) The summary enunciation of the objectives of the offeror, specifically

as to the continuity or modification of the business activity of the

the target society, of the offeror, to the extent that it is affected by the

offer, and, on the same terms, by societies that with these

are in relation to domain or group;

h) The status of the offeror as to the matters referred to in the article

182. and Article 182 (1)-A.

2-[...].

Article 178.

[...]

1-[...].

2-The preliminary announcement and the announcement of release of public offering of

acquisition whose counterpart consists in securities other than

are issued by the offeror must also indicate the elements

relating to the issuer and the securities by this issued or the

issue, which are referred to in Article 176 and in paragraph 1 of Article 183.

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Article 180.

[...]

1-[...].

2-[...].

3-Should the acquisitions referred to in the preceding paragraph occur:

a) Within the framework of voluntary public procurement offers, the CMVM

may determine the revision of the counterpart if, by effect of those

acquisitions, the counterpart does not show itself to be equitable;

b) Within the framework of mandatory public procurement offers, the offeror

is obliged to increase the counterpart for a non-lower price

at the highest price paid for the securities thus

acquired.

Article 181.

[...]

1-The governing body of the vised company shall, within eight

days from the receipt of the draft prospectus and announcement projects

launch and, as soon as possible, after the disclosure of the addendum to the

offer documents, send to the offeror, to the CMVM and disclose to the

public a report drawn up pursuant to Art. 7 on the

opportunity and the conditions of the offer.

2-The report referred to in the preceding paragraph shall contain an opinion

autonomous and reasoned on, at least:

a) The type and amount of the counterpart offered;

b) The strategic plans of the offeror for the vised society;

c) The repercussions of the offer on the interests of the vised society, in

general. and, in particular, in the interests of its employees and in the

your working conditions and at the places in which the society exercises

their activity;

d) The intention of the members of the board of directors who

simultaneously be shareholders of the vised company, as to the

acceptance of the offer.

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3-[ Previous Article No 2 ]:

a) [...];

b) [...];

c) To inform the representatives of their employees or, in their absence,

the workers on the contents of the offer documents and the

report per se drawn up, as soon as these are made public;

d) [...].

4-If, until the beginning of the offer, the board of directors receives from the

workers, directly or through their representatives, a

opinion as to the repercussions of the supply at the employment level, it must

carry out its disclosure in apenso to the report by you elaborated.

Article 182.

[...]

1-[...].

2-[...]:

a) [...];

b) [...];

c) The limitation extends to the acts of enforcement of decisions taken

before the period mentioned there and that they have not yet been partial

or fully executed.

3-[...]:

a) [...];

b) [...];

c) The acts aimed at the search for competing bidders.

4-During the period referred to in paragraph 1:

a) The advance notice of the notice of convocation of

general assembly is reduced to 15 days;

b) The deliberations of the general meeting provided for in the b) from the

previous number, as well as those regarding early distribution

of dividends and other income, can only be taken

by the majority required for the amendment of the bylaws.

5-[...].

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6-The scheme provided for in this article shall not apply to public offers of

acquisition directed by offeror companies that are not subject to the

same rules or that are dominated by society that does not subject itself

to the same rules.

7-In the societies adopting the model referred to in point (c) of paragraph 1 of the

Article 278 of the Code of Commercial Societies, the n. 1 a 6

apply, with the necessary adaptations, to the board of

executive management and the general and supervisory board.

Article 185.

[...]

1-[...].

2-A competing offer is to be launched by the day before that in which

end the term of the initial offer.

3-Can't launch a competing offer to people who are with the

initial offeror or with previous competing bidder in some of the

situations provided for in Article 20 (1), except for permission of the CMVM to

grant case the situation determining the imputation of voting rights

cesse before the registration of the offer.

4-A The counterpart of the competing offer must be superior to the antecedent in

at least 5% of its value and may not contain conditions that make it

less favorable.

5-A competing offer cannot make it dependent on its effectiveness of a

percentage of acceptants by holders of securities or of

voting rights in quantity higher than the constant of the initial offer or

of previous competing offer, save if, for the purposes of the previous number,

that percentage is justified in the function of voting rights in the

target society already held by the offeror and by persons who with this

are in some of the situations provided for in Article 20 (1).

6-[ Previous Article No 5 ].

Article 188.

[...]

17

1-[...].

2-[...].

3-A counterpart, in cash or in securities, proposed by the

offeror, is presumed not to be equitable in the following situations:

a) If the highest price has been fixed by agreement between the

acquirer and the alienant through private trading;

b) If the securities in question present reduced liquidity

by reference to the regulated market in which they are

admitted to trading;

c) If it has been fixed on the basis of the market price of the values

Securities in question and that or the regulated market in

that these are admitted to have been affected by

exceptional events.

4-A decision of the CMVM on the designation of independent auditor for

the setting of the minimum counterpart, as well as the value of the counterpart

as soon as fixed by the one, they are immediately released to the public.

5-A The counterpart may consist of securities, if these are from the

same type as those targeted in the offer and are admitted or are

of the same securities category of proven liquidity

admitted to trading on regulated market, provided that the

offeror and people who with it are in some of the situations of the n. 1

of Article 20 do not have, in the six months prior to the announcement

preliminary and up to the closing of the offer, acquired more than 5% of the

social capital of the society targeted with payment in cash, case in

that is to be presented counterpart in cash.

Article 190.

[...]

1-The duty to launch public takeover bid is suspended if the

person to him thank you, in written communication addressed to the CMVM,

immediately after the occurrence of the constitutive fact of the duty of

launch, if it obliges to put an end to the situation in the subsequent 120 days.

18

2-[...].

3-[...].

Article 191.

[...]

1-A The publication of the preliminary announcement of the offer is expected to occur

immediately after the verification of the constitutive fact of duty of

launch.

2-[...].

Article 194.

[...]

1-Who, in the wake of the launch of public offering for general acquisition

in which open society is targeted that has as a personal law the law

Portuguese, reach or exceed, directly or under the terms of paragraph 1 of the

article 20, 90% of the voting rights corresponding to the social capital

until the clearance of the results of the offer and 90% of the voting rights

covered by the offer, may, in the subsequent three months, acquire the

remaining shares by way of fair consideration, in cash,

calculated in accordance with Rule 188.

2-If the offeror, as a result of the acceptance of public takeover offer

general and voluntary, acquire at least 90% of the representative shares

of social capital with voting rights covered by the offer, presumed

that the counterpart of the offer corresponds to a fair counterpart of the

acquisition of the remaining shares.

3-[ Previous Article No 2 ].

4-[ Previous Article No 3 ].

5-[ Previous Article No 4 ].

Article 195.

[...]

19

1-[...].

2-[...].

3-[...].

4-A The acquisition implies, in immediate terms, the loss of the quality of

open society of society and the exclusion of trading on market

regulated in the actions of the company and the securities that the

they give it right, becoming vetted for readmission for a year.

Article 196.

[...]

1-Each of the holders of the remaining shares may, in the three months

subsequent to the finding of the results of the public offering of

acquisition referred to in Article 194 (1), exercise the right to divest

potent, owing before, to the effect, to direct in writing to the partner

dominant invitation so that, within eight days, it will make it a proposal to

acquisition of its shares.

2-[...]:

a) [...];

b) Indication of the counterpart calculated in the terms of paragraphs 1 and 2 of the

article 194 para.

3-[...].

4-[...].

Article 393.

[...]

1-[...]:

a) [...];

b) [...];

c) [...];

d) [...];

e) [...];

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f) The omission of disclosure of the approval of statutory changes

for the purposes of the voluntary suspension of effectiveness of restrictions

transmissive, of the right to vote and of designation rights and of

removal of holders of social organs.

2-[...]:

a) [...];

b) [...];

c) [...];

d) [...];

e) [...];

f) [...];

g) [...];

h) [...];

i) [...];

j) [...];

l) Of the duty to increase the counterpart to a non-lower price

to the highest price paid for the securities purchased in

transaction carried out in the pendency of public takeover bid

mandatory.

3-[...]:

a) [...];

b) [...].

4-[...]:

a) [...];

b) [...];

c) [...];

d) The violation, on the part of the society targeted in public offering of

acquisition, of the duty to publish report on the offer and of the

send to CMVM and the offeror, of the duty to inform the CMVM

about transactions conducted on securities that are

object of the offer, of the duty to inform the representatives of the

workers or, in their absence, the workers themselves on the

content of the offer documents and the report by you elaborate

and of the duty to disclose the opinion as to the repercussions of the offer to

21

level of employment that is 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 provided for 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 those who integrate the

counterpart without prior authorisation from the CMVM;

i) The violation, by the offeror or by persons who with this are in

any of the situations provided for in Article 20, of the duty of

communication to the CMVM of transactions carried out in the pendency of

public takeover offer;

j) The violation, on the part of the offeror society, of the duty to inform

the representatives of the workers or, in the absence of these

workers on the content of the offer documents.

5-Constitute counterordinance less serious the omission of communication to the

CMVM of particular supply of distribution. "

Article 2.

Addition to the Securities Code

They are deferred to the Securities Code the articles 20-A, 145.-A, 147.

182.-A, 185.-A, 185.-B and 245.-A, with the following wording:

" Article 20.

Imputation of voting rights relating to integral shares of bodies

of collective investment, pension funds or portfolios

1-For the purposes of paragraph 3 of the previous article, the society which exercises dominance

about the managing entity or about the financial intermediary leaves from

benefit from the waiver of imputation of voting rights if any

behavior, albeit omissivo, to reveal that voting rights are

exerted in the interest of that society, what is presumed to exist

22

particularly if this:

a) To interfere through instructions, direct or indirect, on the

exercise of the right to vote inherent in the integral shares of the

investment fund, from the pension fund, from the capital fund

of risk or of the portfolio;

b) Failing to reveal autonomy of decision-making processes or sufficient

distinction of persons with decision-making skills;

c) Count as your voting rights, particularly in the

information that will pay to the public or through messages

advertising.

2-As soon as, in the terms of the preceding paragraph, it detects a missing situation

of independence of the managing entity or of the financial intermediary who

involve a qualified participation in open society, and without

injury to the sanctionatory consequences that to the case kayak, the

CMVM informs the market and notifies this fact the president of the table

of the general meeting, the body of administration and the supervisory body

of the participating society.

3-A CMVM statement implies the immediate imputation of all the

voting rights inherent in the actions that integrate the fund of

investment, the pension fund, the venture capital fund or the

portfolio, while the cessation of the situation is not demonstrated that

determined the lack of independence, with the respective consequences,

and must still be communicated to the participants or customers of the

gestora entity or financial intermediary.

4-The presumptions referred to in paragraph 1 may be illiated, in the face of the CMVM,

through the demonstration that the entity gestures or the intermediary

financial under their domain exercise the voting rights of form

independent.

5-Before issuing the statement provided for in paragraph 2, the CMVM gives

knowledge of the same to the Insurance Institute of Portugal whenever

refer to pension funds.

Article 145-The

Competent authority in public procurement offers

23

1-A CMVM is competent for the supervision of public offerings of

acquisition that are for the subject of securities issued by

companies subject to Portuguese personal law, provided that the values

object of the offer:

a) Be admitted to trading on regulated market

situated or operating in Portugal;

b) They are not admitted to the trading on regulated market.

2-A CMVM is also competent for the supervision of offers

public acquisition of securities in which it is targeted

society subject to foreign personal law, provided that the values

securities the subject of the offer:

a) Be exclusively admitted to trading on market

regulated situated or operating in Portugal; or

b) Not being admitted to trading in the member state where to

situates the registered office of the issuing company, have been admitted to the

trading on regulated market situated or operating in

Portugal in the first place.

3-If admission to the trading of the securities subject of the offer is

concurrent in more than a regulated market of diverse

Member states not including the member state where the seat is located

of the issuing company, the issuing company chooses, on the first day of

negotiation, the competent authority for the supervision of the offer of between

the authorities of these member states and communicates that decision to the

regulated markets in question and the respective authorities of

supervision.

4-When the CMVM is competent in the terms of the preceding paragraph, the

decision of the society is disclosed in the information diffusion system

of the CMVM.

Article 147-The

Mutual recognition

1-The prospectus of public offering for the acquisition of securities

24

admitted to trading on regulated market situated or the

operate in Portugal, approved by competent authority of another

Member state is recognized by the CMVM, provided that:

a) Be translated into Portuguese, without prejudice to the provisions of paragraph 2

of Article 6;

b) Be made available to the CMVM a certificate, issued by the

competent authority responsible for the approval of the prospectus,

in how this complies with the Community and national provisions

relevant, accompanied by the approved prospectus.

2-A CMVM may require the introduction of supplementary information that

decoration of specificities of the Portuguese regime and respect the formalities

relating to the payment of the counterpart, the acceptance of the offer and the

tax regime to which this becomes subject.

Article 182-The

Voluntary suspension of effectiveness of transmissive and voting rights restrictions

1-Societies subject to Portuguese personal law may provide for

statutorily that:

a) The restrictions, provided for in the bylaws or in parassocial agreements,

referring to the transmission of shares or other securities

that give right to your acquisition gets suspended, not producing

effects in relation to transmission arising from the acceptance of the offer;

b) The restrictions, provided for in the bylaws or in parassocial agreements,

referring to the exercise of the right to vote shall be suspended, not

producing effects at the general meeting convened pursuant to the

point ( b) of paragraph 3 of the preceding Article;

c) When, in the sequence of public takeover bid, be reached

at least 75% of the social capital with the right to vote, to the offeror

the restrictions on transmission and law are not applicable

of the vote referred to in the above points, nor can they be exercised

special rights of designation or removal of members of the

body of administration of the target society.

2-The statutes of open companies subject to Portuguese personal law that

25

do not fully exercise the option mentioned in the previous number do not

may make the change or elimination of the restrictions depend

referring to the transmission or exercise of the right to vote of quorum

deliberative more aggravated than the one concerning 75% of the votes

issued.

3-The statutes of open companies subject to Portuguese personal law that

to exercise the option mentioned in paragraph 1 may provide for the scheme

predicted not to be applicable to public takeover bids directed by

offeror companies that are not subject to the same rules or that

are dominated by a society that does not subject themselves to the same

rules.

4-The offeror is responsible for the damage caused by the suspension of

effectiveness of fully disclosed parassocial agreements to date of

publication of the preliminary announcement.

5-The offeror is not liable for the damage caused to the shareholders who

have voted in favour of the statutory amendments for the purposes of the

n. 1 and the people who with them find themselves in some of the relationships

provided for in Article 20.

6-A approval of statutory amendments for the purposes of paragraph 1 by

companies subject to Portuguese personal law and by issuing companies

of securities admitted to trading in market

national regulated shall be disclosed to the CMVM and, pursuant to the

article 248, to the public.

7-The statutory clauses referring to the suspension of effectiveness of restrictions

relating to the transmission and the right to vote referred to in paragraph 1 only

you can invigorate for a maximum term of 18 months, being renewable

through new deliberation of the general assembly, passed in the terms

legally provided for the amendment of the bylaws.

8-The provisions of this Article shall not apply in the case of a State

member shall be a holder of securities of the vised company who

check out special rights.

Article 185-The

Process of competing offers

26

1-The competing offers are subject to the general rules applicable to the

public takeover bids, with the constant changes of the figures

following.

2-When the preliminary competing offer announcement is published in

moment prior to the registration in the CMVM of the initial offer, the deadline of

offers must be coincidental, save if the such an obstares the circumstances

concrete of the offers in question.

3-When the preliminary announcement of the competing offer is published after

the registration of the initial offer or previous competing offers, are

reduced to eight days and four days, respectively, the deadlines

set at the point b) of Article 175 (2) and in Article 181 (1)

4-The application for a competing offer registration is dismissed by the CMVM if

this entity shall conclude, depending on the date of the submission of the application for

registration of the offer and the examination of the latter, by the impossibility of

decision in time permitting the timely launch of the offer, from

agreement with the one set out in paragraph 2 of the preceding Article.

5-With the launch of competing offer, the time frame of the initial offer and of

previous competing offers is extended until the deadline

of that offer.

Article 185-B

Rights of previous offerors

1-The launch of competing offer confers on the previous offerors the

right to proceed to the review of the terms of its offer,

regardless of whether or not it has done so under Rule 184.

2-Case intends to exercise the right referred to in the preceding paragraph, the offeror

communicates its decision to the CMVM and publishes an announcement within

four working days from the launch of the competing offer,

considering for all the effects, in the absence of that publication, that

maintains the terms of its offer.

3-The revision of the previous offer shall apply to the provisions of paragraph 4 of the article

185.

27

4-A revision of the previous offer by virtue of the bid launch

competitor does not constitute grounds for extension of the deadline of this

last offer.

5-The launch of competing offer constitutes grounds for revocation

of voluntary offers pursuant to Rule 128.

6-A The decision to revocation is published as soon as it is taken, owing to it

up to four days from the launch of the competing offer.

Article 245-The

Annual information on government of societies

1-The issuers of shares admitted to trading on market

regulated discloses, in chapter of the annual management report

specially drawn up for the purpose or in attachment to this, the following

detailed information on the structure and practices of societarium government:

a) Capital structure, including indication of the unadmit-granted shares

to the negotiation, different categories of shares, rights and duties

inherent in the same and percentage of capital that each category

represents;

b) Possible restrictions on the transmissibility of the shares, such as

consent clauses for divestance, or limitations to the

entitlements of shares;

c) c) Qualified participants in the social capital of society;

d) Identification of shareholders holding special rights and

description of these rights;

e) Control mechanisms foreseen in an eventual system of

participation of workers in the capital in the extent to which the

voting rights are not exercised directly by these;

f) Any restrictions on the right to vote, such as

limitations to the exercise of the vote dependent on the entitlement of a

number or percentage of shares, deadlines imposed for the

exercise of the right to vote or to highlight systems of rights of

heritage content;

g) Parassocial agreements that are of the knowledge of society and

28

may lead to restrictions on the transmission of values

securities or voting rights;

h) Rules applicable to the appointment and replacement of members of the

body of administration and the amendment of the statutes of the society;

i) Powers of the governing body, particularly in respect of

the deliberations of raising the capital;

j) Significant agreements that the society is a party to and enter

in force, be changed or cease in the event of a change of

control of the society following a public offer of

acquisition, as well as the respective effects, save if, by its

nature, the disclosure of the same is seriously detrimental to

the society, except if the society is specifically obliged to

to disclose such information by virtue of other legal imperatives;

l) Agreements between the society and the holders of the governing body

or workers who provide for compensation in the event of a request

of dismissal of the worker, dismissal without just cause or

termination of the employment relationship following a public offer

of acquisition;

m) Internal control and risk management systems implemented

in society.

2-The issuers of shares admitted to trading on market

regulated subject to Portuguese personal law discloses the information

on the structure and practices of socieage-government in the defined terms

in CMVM regulation, where it integrates the information required in the

previous number.

3-The governing body of issuers of shares admitted to the

trading on regulated market subject to Portuguese personal law

presents annually to the general meeting 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 in

29

more than one regulated market, not including the member state in which if

it situates the registered office of the issuing company, at the date of the entry into force of this Decree-

law, the competent authorities of the member states of the markets concerned

decide which authority is competent for supply supervision concerning the

same values, within a period of four weeks from the aforementioned date.

2-In the lack of a decision on the part of the supervisory authorities, the authority

competent, from among the same, is chosen by the issuing company, in the first

trading day after the term of the deadline set in the preceding paragraph,

applicable the provisions of Article 145 (4) of the Securities Code,

in the wording introduced by the present decree-law.

3-If, by effect of the entry into force of the new paragraph (h) of Article 20 (1) of the

Code of Securities, in the wording introduced by this Decree-law,

someone surpasses one of the limits provided for in Article 187 of the same Code:

a) Shall proceed with the performance of the duty of communication provided for in the article

16. of the Securities Code within ten days;

b) Must proceed to the launch of public takeover offer within 180

days, if in the meantime they do not cum the ground of the threshold outmowing

relevant, particularly through the disposal of the securities

surplus to third party that with it does not find itself in any of the situations

provided for in Article 20 (1) of the Securities Code, in the

wording introduced by the present decree-law.

4-For the purposes of Article 182 (2)-A of the Securities Code, in the

wording introduced by the present decree-law, the restrictions regarding transmission

or to the exercise of the right to vote for open companies subject to personal law

Portuguese that at the date of entry into force of this decree-law do not have

taken the option referred to in paragraph 1 of the same article, they pass on power to be changed or

eliminated since respected the deliberative quorum of 75% of the votes issued.

Article 5.

Application in time

Without prejudice to the provisions of the preceding Article, the provisions of this decree-law shall not be

applies to public takeover bids whose preliminary announcement has been made

public at a date prior to the entry into force of this decree-law, nor to offers

30

competitors from those.

Seen and approved in Council of Ministers of

The Prime Minister

The Minister of State and Foreign Affairs

The Minister of State and Finance

The Minister of Justice