Authorizes The Government To Adapt The General System Of Administrative Offences In The Context Of The Transposition Of Directives 2004/nos 39/ec Of The European Parliament And Of The Council Of 21 April 2006/73/ec Of 10 August, 2004/109/ec Of The Euro...

Original Language Title: Autoriza o Governo a adaptar o regime geral das contra-ordenações no âmbito da transposição das Directivas n.os 2004/39/CE, do Parlamento Europeu e do Conselho, de 21 de Abril, 2006/73/CE , da Comissão, de 10 de Agosto, 2004/109/CE, do Parlamento Europeu

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Read the untranslated law here: http://app.parlamento.pt/webutils/docs/doc.pdf?path=6148523063446f764c3246795a5868774d546f334e7a67774c336470626d6c7561574e7059585270646d467a4c316776644756346447397a4c3342776244457a4d7931594c6d527659773d3d&fich=ppl133-X.doc&Inline=false

1 PROPOSAL of law No. 133/X explanatory memorandum this proposal for legislative authorization Act aims to authorise the Government to adapt the General system of administrative offences in the context of the transposition of Directive No. 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments (hereinafter referred to as ' MIFID '), of the directive 2006/73/EC , of 10 August 2006 implementing Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004, as regards organisational requirements and the conditions governing the business of investment firms, the 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 on issuers whose securities are admitted to trading on a regulated market (hereinafter referred to as ' Transparency ' directive) and Directive 2007/14/EC of 8 March 2007 laying down detailed rules for the application of certain provisions of Directive 2004/109 No./EC. Furthermore, the opportunity is used to authorize the Government to establish limits on the exercise of the activities of consultancy for investment in financial instruments of management of the regulated market, multilateral trading systems, clearing house, assumption of responsibilities as a central counterparty, settlement system and centralized system of securities and to offer to the public or to contracts marketing investment in tangible assets , and to adapt the general scheme of the contravention to the specificities of the latter activity.

The Directive 2004/39/EC on markets in financial instruments constitute a community text of great importance. For the adoption of this new legislative framework issued the MiFID and the resulting Transparency Directive, will proceed to the amendment of the securities code, 2 approved by Decree-Law No. 486/99, of 13 November, the general scheme of credit institutions and financial corporations, approved by Decree-Law No. 298/92 of 31 December, of the companies code approved by Decree-Law No. 262/86, of 2 September, and the Legal Regime of Brokers and brokerage Financial, approved by Decree-Law No. 262/2001 of 28 September. Will be even changed the legal framework for management companies and markets systems, approved by Decree-Law No. 394/99, of 13 October, amended by Decree-Law No. 8-D/2002, 15 January, and approved the legal framework of Investment consultancy Companies. The transposition of MIFID is marked by the definition of a detailed framework of conditions for authorisation and exercise of activity by investment firms, regulated markets and multilateral trading systems, seeking to encourage competition between different markets, systems and means of execution of transactions on financial instruments, thereby contributing to greater integration of capital markets at Community level. At the same time, established a set of measures aimed at strengthening the protection of investors, to guarantee the transparency and integrity of transactions carried out on the different financial instruments and improve the conditions for exercising the Community passport provision of investment services.

Under the organisational requirements and the standards of conduct applicable to financial intermediaries, it should be noted, by your relevance, the new regime of executing orders, making threats about the financial intermediary both the duty to adopt a policy of order execution, as the burden of demonstrating that executed the orders of a given investor according to the same ("best execution"). Furthermore, it requires that the financial intermediary to disclose every client to your execution policy and that, where there is possibility of execution outside a regulated market or a multilateral trading system, obtain the customer's express prior written consent. This chapter takes advantage of the opportunity to stop requiring financial intermediaries registration of elements already subject to registration with the Banco de Portugal, passing this to make this record to the securities market Commission (CMVM), which benefits the simplification of administrative procedures. Still in chapter of the registers, the tacit acceptance rule passes the 3 implied decision rejecting it in line with the arrangements in force for other permits and records concerning terms the institutions of the securities market. The implementation of MIFID implies also an extension of the set of investment services and activities and the corresponding ancillary services covering the inclusion, investment services, investment advice in financial instruments, thus to be understood as auxiliary service, forcing the entities that provide take the nature of the investment firm or credit institution duly authorised.


The MIFID changes substantially the still picture of trading in financial instruments by a new organization of spaces and venues of these instruments. The concentration rule of execution of orders in regulated markets, the investment services directive, no longer be imposed, opening place to competition between different spaces and means of execution of orders, recognizing the MIFID in parallel to regulated markets, two other alternative means of negotiation: the multilateral trading systems and the systematic internalisation. The aim is to offer investors a higher quality in the execution of their orders, whether through reduction of transaction costs, whether through more stringent mechanisms in pricing that will result from a system of greater transparency and competition among the different participants in the process of price formation. As a result of the above, another new activity resulting from the transposition of MIFID is the management of multilateral trading systems. The multilateral trading systems are defined as systems that allow the confrontation of interests buyers and sellers for securities with a view to negotiating your working on the basis of clear and non-discretionary rules. On the other hand, the systematic internalisation consists of dealing on own account held in execution of investors ' orders, so organized and systematic. Is enshrined a set of provisions concerning the conduct of systematic internalisers, in particular, information about prices and duties in conditions that can update or remove their quotes. The regulation of systematic internalisation, in line with the directive only covers cases of stocks.

4 Already regarding the Transparency Directive, the main objectives consist of (i) the improvement of the practices of reporting financial information by issuers, with the duty of preparing and disseminating an annual report; (ii) to improve the financial reporting of interim nature; (iii) on improving the rules relating to the disclosure of acquisitions or disposals of significant percentage of voting rights in the societies concerned; and (iv) the removal of barriers to cross-border investment made by handicapped dissemination of information relevant to the issuers of securities listed companies. Regulatory changes now presented aiming, principally, respect the minimum harmonisation that the directive assumes. Without prejudice, remains subject to the duty of notification of threshold exceeded 2% of the voting rights in open societies, but limited to cases where the statutes of societies impose limits to vote. Furthermore, a distinction in the regime of duties of information between, on the one hand, the small and medium-sized enterprises and, on the other hand, large companies admitted to trading on regulated market-differentiating criteria as those used in paragraph 2 of article 413.º the commercial companies code. These latter companies remain subject to quarterly reporting, while in relation to small and medium-sized enterprises is considered enough progress reporting of the Administration, more simplified. In the light of greater speed and transparency in accountability, determines that the issuers of securities companies are required to disclose their annual accounts within four months after the end of the financial year, irrespective of whether or not been approved by the competent body. Set the minimum content of half-yearly reports and the conditions under which it is considered that the law of a third country is equivalent to that in force in the country to exempt the issuer to disclose additional information.

The communication of qualifying holdings enjoys some simplification, to the extent that the participant ceases to be required to report on the percentage of voting rights is calculated taking into account own shares of society – information that can not be provided in accordance with updated. 5 as regards the dissemination of information, the diploma will be approved under this proposal for legislative authorization remains in substance the disclosure system through the system maintained by the CMVM, without prejudice of the issuers may use other means of dissemination. The system of dissemination of information maintained by the CMVM is also used for the storage of the information disclosed by issuers. Another future changes covered by this initiative is the amendment to the legal framework of markets and systems managers, approved by Decree-Law No. 394/99, of 13 October, as amended by Decree-Law No. 8-D/2002, 15 January. Therefore this amendment comes to include within the scope of diploma new companies formed for the exclusive management of multilateral trading systems as well as companies which, following the amendment to article 268 of the securities code, they can pursue independently the activities of management of the Clearinghouse and the assumption of responsibilities as a central counterparty. With regard to the subject of management companies of regulated markets, came, on the other hand, include in your management scope of multilateral trading system and, on the other hand, excluded the possibility to accumulate the management of settlement system, being the purpose ínsito in this second amendment risk segregation between both functions.


Key is also the change in regime permitted holdings in the capital of the Fund managers of regulated markets, to build on the typification of the entities to acquire legitimacy of those entities to pass to set up a control system to the qualifications of those who want to acquire a qualifying holding. It is also expressly enshrined a guarantee of continuity of regulated markets, for a transitional period, when your extinction can result serious damage to the national economy or for issuers, market members or investors. Particularly inovatória is the consecration of a legal regime applicable to companies which have as their object the provision of the service of investment advice in financial instruments and the reception and transmission of orders in relation to those. 6 the scheme now under consideration does not preclude the maintenance of a figure entirely governed by the national law-investment consultants dedicated to investment advice on securities. However, whereas the investment advice in financial instruments shall be classified as main investment activity and investment firms or credit institutions duly authorised may develop, on a cross-border basis, such activity, the present regime has been defined in terms which ensure that the entities that wish to pursue that activity meet the necessary requirements to enable them to qualify as investment firms and thus benefit from designated Community passport. These companies may adopt the form of a public limited company or limited liability company, thus allowing the greater or lesser complexity of business structure you can reflect on the type of company adopted.

It is noted that the investment advice companies are subject to a prior authorisation scheme, embodied in a single act of registration to be carried out by the SEC, who are thus empowered to oversee such companies also under the prudential point of view. Still in the context of this proposed legislative authorization Act fits the regulation of public marketing of negotiating schemes intended for investment in tangible assets-such as stamps, artworks and antiques. The provision of these services is not subject to any supervision of the financial markets regulatory authority, circumstances leading to investors in this kind of investment contracts have a level of protection is not adequate given the nature and the risks that these products generally behave. The subject lacks, so a careful revaluation the apparent need for regulatory intervention, whether through measures to enhance the quality of the information about these products, either by clarifying and ensuring the adequacy of the contractual relationship between the parties, or through the implementation of measures provided for supervision and sanctions regime. In this context, it is considered appropriate to establish a legal regime applicable to the activity of marketing of goods or services used for the investment in tangible assets directed specifically to persons with residence or establishment in Portugal. Exceptions, of course, this scheme 7 real estate investment funds, special investment agencies and management companies of estates that are governed by special legislation. Because the matters on which it should focus on the supervision of these products and their respective entities traders have as main determinant behavioral risks, to best ensure your effectiveness and efficiency, is conferred to the CMVM, given your experience with this kind of supervision.

Indeed, we are faced with this type of contract where the offer or marketing of these involves the receipt of funds from the public for investment on behalf of customers, those goods or rights over them to your monetization or recovery and subsequent delivery to the end of part or all of the same. The future arrangements to approve will discipline, in terms of investor protection, the range of operations and mentions sealed in pursuing investment policy, pre and post contractual requirements and, in addition, the rules to which the entities that offer are linked on the safety and segregation of goods belonging to customers. This activity also is limited only to public limited-liability companies, which are required to have organised accounting and financial statements subject to a legal certification of accounts. Agree, finally, the entities that carry out this supervisory function to notify the SEC related facts, in particular, with the detection of irregularities or can be likely to affect the pursuit of the activity of entities that sell tangible goods. It is expected also that the SEC to disclose a list of the entities engaged in this activity, and, for this purpose, duties of notification to the SEC prior to the commencement of activity and even subsequent information duties relating to the activity carried out by these entities. Will be devoted also to the CMVM powers to regulate and supervise the exercise this activity and fixed its sanctions regime.

So: under d) of paragraph 1 of article 197 of the Constitution, the Government presents to the Assembly of the Republic the following Bill: 8 article 1 legislative authorization


Is granted the Government legislative authorization to:) to amend section 1 of chapter II, title VIII of the securities code to predict the administrative framework of new duties constituted under the legal order of implementation: i) Directive No. 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments amending Directives 85/No. 611/EEC and 93/number 6/EEC and Directive No. 2000/12/EC of the European Parliament and of the Council and repealing Council Directive 93/22/EEC, as amended by Directive n° 2006/31/EC of the European Parliament and of the Council of 5 April 2006, as regards certain deadlines; II) Directive 2006/73/EC of 10 August 2006 implementing Directive 2004/39/EC of the European Parliament and of the Council as regards organisational requirements and the conditions governing the business of investment firms and to the concepts defined for the purposes of that directive; and iii) Directive No. 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 on issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC; IV) Directive 2007/14/EC of 8 March 2007 laying down detailed rules for the application of certain provisions of Directive 2004/109 No./EC on the harmonisation of transparency requirements with regard to information on issuers whose securities are admitted to trading on a regulated market. 9 (b)) to establish, in the securities code, the connection against-ordenacional with financial instruments, regimes of shapes organized financial instruments trading, clearing, central counterparty, securitisation companies, insurance contracts linked to investment funds, the contracts of individual membership of open pension funds, the scheme of advertising on any of the substances referred to in the above , the managing bodies of multilateral trading systems and of management companies of clearing house and central counterparty; c) Update some of the penalties applicable standards included in the securities code; d) establish limits on the exercise of the activity of investment advice in financial instruments by investment firm; and) establish limits on the exercise of the activities of the management of the regulated market, multilateral trading systems, clearing house, assumption of responsibility of central counterparty and settlement system management and centralized system of securities; f) establish limits on the exercise of the activity of marketing of goods or services used for the investment in tangible assets; g) Create the mere social ordering illegal and general rules, substantive and procedural in nature, which are necessary to ensure compliance with the legal and regulatory rules governing trade in goods or services used for the investment in tangible assets; h) Change the cast of the prerogatives of the Banco de Portugal, in the framework of administrative procedure, when this is necessary for the examination or procedure, the seizure and freezing of any values, regardless of the place or institution in which they are.

10 article 2 direction and extent of legislative authorization regarding the Federal penalty rules 1-forecast the use of legislative authorization granted by the preceding article, can the Government set as very serious infraction, punishable by between € 25 000 and € 2 500 000: a) the lack of sending information to the system of dissemination of information organized by securities market Commission (CMVM); b) omission of communication or disclosure of qualifying holding in open society; c) creating, maintaining in functioning or management of an organized form of negotiation, suspension or termination of your activity outside the cases and terms provided for by law or regulation; d) the operation of the regulated market or multilateral trading system according to rules recorded in the SEC or not published; and the lack of provision to) public, by fund managers of regulated markets and multilateral trading systems, information to which they are liable; f) the admission of members of a regulated market or an MTF by its managing body, without the requirements required by law or regulation; g) the lack of disclosure of information required by the issuers of securities traded on regulated market or who have requested admission to trading on a regulated market of securities without the consent of the issuer; h) transactions in a given regulated market or MTF, on financial instruments which are not admitted to trading on that market or not selected for the negotiation in that system or suspended or excluded from negotiation; I) the performance of duties of clearing house and central counterparty outside of the cases and terms provided for by law or regulation, in particular the exercise by not authorized entity for that purpose; 11 j) the functioning of the clearing house and central counterparty in accordance with rules recorded in the SEC or not published; l) operations on the following financial instruments without the interposition of a central counterparty: i) options, futures, swaps, forward contracts on interest rates; II) Any other derivatives contracts relating to:-transferable securities, currencies, interest rates or yields, or other derivatives instruments, related financial ratios and financial indicators, physical or financial settlement;
-Goods, climatic variables, freight rates, emission allowances, rates of inflation or any other official economic statistics, with financial settlement even if by choice of one of the parties;

-Goods, with physical liquidation, provided that they are traded on a regulated market or MTF or, not commercial purposes, have the same characteristics of other derivative financial instruments in accordance with article 38 of Regulation (EC) no 1287/2006, of 10 August; III) Any other derivatives contracts relating to any of the elements listed in article 39 of Regulation (EC) no 1287/2006, of 10 August, provided they have the same characteristics of other derivative financial instruments in accordance with article 38 of the same degree; m) violation, by an entity that performs the functions of the clearing house and central counterparty, of the obligation to adopt the measures necessary for the defence of market minimization of risks and the protection of the compensation system; n) violation, by an entity authorized to exercise financial intermediation activities, the duty to disclose orders that are not immediately executable files; the) violation, by an entity authorized to exercise financial intermediation activities, the duty to respect the rules on aggregation of orders and the allocation of operations; p) violation, by an entity authorized to exercise financial intermediation activities, the duty not to execute orders, without the consent of the client, out of the regulated market or MTF; 12 q) violation, by an entity authorized to exercise financial intermediation activities, the duty of establishing an execution policy or assess with the frequency required by law; r) violation, by an entity authorized to exercise financial intermediation activities, the duty to comply with the requirement of written form in contracts of financial intermediation; s) violation, by an entity authorized to exercise financial intermediation activities, the duty to respect the rules on the assessment of the adequacy of the operation. 2-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) sending to fund managers of multilateral trading systems and central counterparty or clearing house of information is complete, true, up-to-date, clear objective and lawful; (b)) the publication or dissemination of information not accompanied by report or opinion prepared by an auditor registered with CMVM or omission of declaration that the information was not subject to audit, when the law requires it; c) not making available to holders of voting rights proxy form to the exercise of that right; d) the omission of words in call for the General Assembly, the availability of proxy form or indication of how the request; and) the breach of the duty to provide the managing body of the regulated market or MTF, by members of this, the information necessary for the proper management of the market or of the system; f) breach of the obligation of submission to SEC, by issuers of securities admitted to trading on a regulated market or who have requested admission to trading on a regulated market of securities without the consent of the issuer, the information required by law; g) the breach of the duty of disclosure of annual information consolidation; h) breach of the obligation to keep information available to the public by time determined, when required by law; 13 i) for trading on the regulated market or MTF of operations without the registration or approval of their general clauses, when required by law; j) transactions by holders of administrative, management and supervision of financial intermediaries or of managing bodies of regulated markets, multilateral trading systems, settlement systems, clearing house or central counterparty and centralized systems of securities, as well as by employees, if such operations are closed to them; l) violation, by an entity authorized to exercise financial intermediation activities, the duty of notification to the SEC of operations on financial instruments admitted to trading on a regulated market; m) violation, by an entity that performs the functions of the clearing house and central counterparty, the duty to identify and minimize sources of operational risk; n) violation, by an entity that performs the functions of the clearing house and central counterparty, the duty to supervise the access requirements of compensating members; the) violation, by an entity that performs the functions of the clearing house and central counterparty, the duty to adopt a structure that ensures the asset segregation between the eigenvalues of compensating members and those belonging to customers of the past; p) violation, by an entity authorized to exercise financial intermediation activities, the duty to respect the rules on subcontracting; q) violation, by an entity authorized to exercise financial intermediation activities, the duty of keeping track of the client; r) violation, by an entity authorized to exercise financial intermediation activities, the duty to respect the rules about categorisation of investors.

14 article 3 meaning and extent of legislative authorization regarding the pursuit of the activity of investment advice in financial instruments by investment firms when using the legislative authorisation conferred by article 1, can the Government set limits on the exercise of the activity of investment advice in financial instruments by investment firms, in the following terms: a) reserve the exercise your legal persons; b) require authorization by the SEC for this exercise; c) Do depend on the purchase of qualifying holdings of suitability requirements; d) depend on the exercise of this activity of the prudential requirements and verification organization and conduct.

Article 4 direction and extent of legislative authorization regarding the performance of management activities of regulated market, multilateral trading systems, clearing house, central counterparty, settlement system and centralized system of securities


When using the legislative authorisation conferred by article 1, can the Government set limits on the exercise of the activities of the management of the regulated market, multilateral trading systems, clearing house, central counterparty, settlement system and centralized system of securities, in the following terms: your exercise book) limited liability companies with the objects defined in the law and impose limits on the acquisition of shares by such companies; b) Do depend on the establishment of ministerial authorization management society of regulated markets and the acquisition of holdings in the same domain; c) Do depend on registration with the SEC the exercise of those activities; 15 d) depend on the purchase of qualifying holdings in the company to dedicate themselves to these suitability requirements, activities to enjoy by the CMVM, and impose disqualifications to vote and the invalidity of corporate resolutions in case of failure to comply with the rules applicable to that acquisition; and the exercise of these) to do activities of prudential requirements and verification organization and conduct, and may be imposed obligations of professional secrecy; f) set the illegal regime to be applied by disciplinary societies engaged in those activities.

Article 5 direction and extent of legislative authorization regarding the limits on the exercise of the activity of marketing of goods or services used for the investment in tangible assets in the use of the legislative authorisation conferred by article 1, can the Government set limits on the exercise of the activity of marketing of goods or services used for the investment in tangible assets and determine the regime in the following terms: the) Book the activity of marketing of goods or services used for the investment in tangible assets the companies formed under the type of limited liability companies; b) Subjecting the exercise of prior notification to the CMVM activity and establish duties of information related to the exercise of the activity; c) establish duties regarding segregation of assets between the goods of the companies engaged in trade of goods or services used for the investment in tangible assets and property belonging to their clients; d) give the SEC power to: (i) Approve rules relating to) engage in activity, and may in particular attach organizational requirements, prudential and concerning the suitability of the holders of qualifying holdings and of the members of governing bodies; 16 ii) Ordering the disclosure of additional information about the contract, the contract suspension or termination of the contract; III) prohibit or suspend the marketing of goods or services used for the investment in tangible assets; IV) exercising, in respect of who carries out the function, all the powers which are conferred by the Constitution and by the code of securities; v) Set the structure of governance and the supervision of the companies engaged in this activity. and) prohibit the exercise of that activity in conjunction with activities reserved to entities subject to the supervision of the Banco de Portugal, the PORTUGUESE SECURITIES MARKET COMMISSION or of the Instituto de Seguros de Portugal, as well as the dissemination of information to associate the activity pursued financial activity, the collective investment or financial instruments; f) require the conclusion of any contract for the marketing of goods or services used for the investment in tangible assets is preceded by the provision of information to the consumer; g) Submit contracts for the investment in tangible goods in writing, attaching your minimum content and establish a special right of resolution of the participant; h) require that the accounts of companies engaged in the activity are the subject of legal certification of accounts by registered auditor in SEC.

Article 6 direction and extent of legislative authorization regarding the social ordering and unlawful merely general rules, substantive and procedural in nature, which are necessary to ensure compliance with the legal and regulatory rules governing trade in goods or services used for the investment in tangible assets


1-when using the legislative authorisation conferred by article 1, can the Government set as a misdemeanour punishable by between € 2,500 and € 25,000 the following acts or omissions committed by those who engaged in trade of goods or services used for the 17 investment in tangible assets: a) the Director, at the same time as that activity, or operations activities reserved for credit institutions , finance companies, investment firms, undertakings for collective investment, insurance and reinsurance companies or to any other entities registered with the Banco de Portugal of the CMVM or Instituto de Seguros de Portugal; b) the inclusion in your name, in the description of the goods or services marketed or information, even if advertising, provided to the public or to the client, of reference to financial activity, or any other collective investment undertakings liable to cause confusion with the activities reserved for entities referred to in the preceding paragraph or with financial instruments; c) the breach of the obligation to comply with the requirement of written form of the contract of investment in tangible assets; d) the breach of the obligation to deliver to the end or adherent a copy of signed contract; and the failure to provide) customer prior notice required by law; f) breach of the obligation to adopt procedures for the security of assets and the segregation of assets provided by law or agreed with the customer; g) the receipt of any amounts relating to the goods or services contracted during the period prohibited by law; h) breach of the obligation to submit the documents of account the legal certification of accounts by registered auditor registered with CMVM; I) the development of activity not preceded by notification to the SEC; j) the lack of notification to the SEC of changes to information previously transmitted content on the activity provided; l) the lack of communication to the SEC the number of your customers and the amount of their responsibilities in the face of these; m) the violation of duties that are set out in CMVM regulation. 2-when using the legislative authorisation conferred by article 1, can the Government set as a misdemeanour punishable by between € 2,500 and € 25,000 to adopt corporate type other than a public limited company and supervisory regime other than required by law for companies engaged in trade of goods or services used for the investment in tangible assets. 18 3-In use of legislative authorisation conferred by article 1, can the Government set as a misdemeanour punishable by between € 25,000 and € 250,000 to violations, by members of the Supervisory Board and the statutory auditor of the company engaged in trade of goods or services used for the investment in tangible assets, the duty of notification to the SEC of the facts relating to that society , of which they are aware in the exercise of their functions, which may constitute infringement of any legal or regulatory standard that discipline that activity affect the continuation of the pursuit of the activity or justify the refusal to certify the accounts or to the expression of reservations. 4-in addition to the penalties provided for in the general scheme of the mere social ordering illegal can the Government settle for the mere social ordering unlawful that typify the application, cumulatively with the main sanctions, the penalties provided for in the securities code. 5-in addition to the protective measures provided for in the general scheme of the mere social ordering illegal can the Government settle for the mere social ordering unlawful that typify the precautionary measures provided for in the securities code. 6-the Government can establish that the proceeding concerning social ordering of mere unlawful, both in the administrative phase as in the judicial phase, to apply special rules as set out in the securities code. 7-the Government can establish that the mere social ordering unlawful typify apply the rules laid down in articles 401.º, 402.º, 403, under 406.º, 419.º, and 420 of the securities code.

Article 7 Duration legislative authorisations granted by this law have the duration of 180 days.

Article 8 entry into force this law shall enter into force on the day following your publication.

19 Seen and approved by the Council of Ministers of 22 March 2007 Prime Minister the Minister of Parliamentary Affairs Minister Presidency 20 annex I preliminary draft decree-law concerning the transposition of MIFID Got this Decree-Law transposes to the internal legal order the directive no. 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments, amending Council Directive 85/611/EEC and 93/6/EEC and Directive No. 2000/12/EC of the European Parliament and of the Council and repealing Council Directive 93/22/EEC. The community legal framework is supplemented by implementing rules that are shed in Regulation (EC) no 1287/2006, of 10 August 2006 implementing Directive 2004/39/EC of the European Parliament and of the Council as regards record-keeping obligations for investment firms, transaction reporting, market transparency , the admission to trading of financial instruments and to the concepts defined for the purposes of this directive and in Directive 2006/73/EC of 10 August 2006 implementing Directive 2004/39/EC of the European Parliament and of the Council as regards organisational requirements and the conditions governing the business of investment firms and to the concepts defined for the purposes of that directive. For the adoption of this new legislative framework, the present Decree-Law Amendment of the securities code, approved by Decree-Law No. 486/99, of 13 November and of the system of Brokers and Financial brokerage companies, approved by Decree-Law No. 262/2001 of 28 September. These changes are accompanied by simultaneous approval of the decree-laws Nos _ _ _ _, _ _ _ _ which, respectively, to the approval of the legal regime for management companies and markets systems and consecration of the legal regime of investment advice.


In view of the increasing complexity of the instruments and services offered in the financial market and the emergence of new trading spaces, this decree-law makes amendments to the securities code, in particular, towards the updating of the list of financial instruments and services, and investment and ancillary activities, the development of organisational requirements and the standards of conduct applicable to financial intermediaries and the establishment of a regime 21 in particular, applicable to trading in financial instruments and enforcement of orders, regardless of these occur in the regulated market or MTF or be carried out by the financial intermediary, the nature of systematic internaliser. With regard to the list of financial instruments, it is necessary to clarify the financial instruments that, in addition to the securities, should be qualified. For this purpose, if the list contained in the Directive, the main novelty is the inclusion of commodity derivatives and assets notional in nature and, thus, the placing of the provision of services on these prudential standards and conduct harmonised at Community level. The new cross community approach entailed in particular the end of the ring-fencing of monetary securities, which became subject, unless explicitly indicated by law (as in the prospectus), the General arrangements of the securities. The benefit of the coherence of the system, is used the opportunity to proceed to the application of a large part of the discipline of insurance contracts Code linked to investment funds and to contracts of individual membership of open pension funds, given the proximity of the function they perform with the category of financial instruments in General, and investment funds in particular.

In addition, in this decree-law to transfer to the securities market Commission of the powers of supervision and regulation of insurance contracts linked to investment funds and contracts of individual membership of open pension funds, as regards duties of conduct imposed on the distribution of these products, in particular in the context of informational duties. Remove thus asymmetries in regulation and supervision of instruments that display clear similarities of the substantive point of view. As for the investment services and activities and ancillary, the amendments provided for in the directive, reflected in articles 290 and 291.º, covering the inclusion, investment services, investment advice in financial instruments, thus to be understood as auxiliary service, forcing the entities providing, on a cross-border basis, assume the nature of investment firm. Another new activity included here is the management of multilateral trading systems, 22 which, bearing in mind the requirements for the exercise of same, if chooses to reserve certain credit institutions and financial corporations, brokerage in addition to admit expressly the possibility of fund managers of regulated markets also carry out this activity as well as the existence of companies which have this activity as sole object. For your part, the revision of the list of ancillary services is the inclusion of preparation of investment research and financial analysis, the provision of general investment consultancy, as well as the provision of investment services and activities relating to goods or commodity derivatives or assets notional in nature. As regards the organisation of trading in financial instruments operates a structural change, which translates in the circumstance of the title IV of the securities code if spend focusing on regulation of trading in financial instruments, failing to take care exclusively of regulation of regulated markets.


In relation to regulated markets, we must mention that the same are defined both according to the structural features that present, as based on the recognition that legal status that derive from the competent authority of any Member State of the European Union (paragraph 1 of article 199.º). The multilateral trading systems are defined as systems that allow the confrontation of interests in respect of financial instruments, with a view to your negotiation (paragraph 1 of article 200th), which operate on the basis of clear and non-discretionary rules. The distinction between the multilateral trading systems and regulated markets is that those not be required regular operation. It is, however, indisputable that both figures enjoy big line, which is why if you've opted to regulate, on common provisions, all matters of organisation and operation shared by two realities. With regard to common provisions, it is noted that the main amendments adapted to the recognition of the possibility of subsequent admission in regulated market or multilateral trading system trading without the issuer's consent (article 205) and enlargement of the entities that can be members of these trading systems, now defined by reference to the respective features (article 206). Among the provisions applicable to regulated markets, the intensification of the system 23 concerning obligations of information before and after the negotiation of shares, whose general principles are set out in article 222.º and are implemented by Regulation (EC) no 1287/2006, of the Commission. It should be noted that part of this scheme is applicable to multilateral trading systems by virtue of the standard cross in article 200th. On the other hand, it is noted that, with regard to admission to trading, are the requirements for financial instruments intended for the admission to the regulated market of the applicable in the case of regulated markets which form official listing, distinguished from the others, precisely by these admission requirements. The regulation of systematic internalisation, which consists of dealing on own account held in execution of investors ' orders, organized and systematic form (article 201), finds justification in the fact that we have found that many financial intermediaries have been negotiating in those terms without a regulatory framework guaranteeing investors that the operations so undertaken were based on rules of transparency and non-discrimination ensure your best execution possible. This is the purpose of the third chapter of Title dedicated to trading, where is enshrined a set of provisions concerning the conduct of systematic internalisers, in particular, information about prices and duties in conditions that can update or remove their quotes (articles 253.º and 255). The regulation of systematic internalisation, in line with the directive only covers cases of stocks. As regards the categorisation of investors, the scheme now, in parallel with cast of qualified investors as provided for in article 30 of the securities code, allows investors who, if they consider it necessary and upon verification of certain requirements, may choose to receive a qualification other than that, from the outset, they would be applicable, depending on the respective knowledge and skills both to benefit from a higher level of protection, how to refuse this level of protection. When it comes to the Organization of the financial intermediary, the mandatory creation of reliable internal control systems and screening procedures, being mentioned, in particular, the control systems of compliance (compliance), risk management and internal audit, although the independence of the same do not have to be fully ensured in cases of financial intermediaries whose size would render practically impossible the 24 compliance with this requirement (article 305.º and following). Outsourcing also is now treated in law, being defined in detail the subject of subcontracting and the requirements that it depends on (article 309 et seq.).

It should also be noted further the rules on conflicts of interest (article 309 et seq.) and, in particular, the requirement of adoption, in writing, of a policy designed to identify potential conflicts of interest and to avoid or reduce the risk of your occurrence, which is accompanied by the consecration of a sample statement of circumstances considered potentially harmful to the customer and of course, should be taken into account in the formulation of that policy. The rules on conflicts of interest are supplemented by the requirement of adopting procedures which, inter alia, on the duties of information about operations carried out by holders of the corporate bodies, employees and tied agents of the financial intermediary. Under the rules of conduct, the completion of the matter concerning the adequacy of the operation conditions of the customer, whose extension depends on the type of service to be provided. In the case of provision of portfolio management or investment advice requires that the financial intermediary to obtain a customer's extensive set of information that allows you to adjust your customer strategy. If the intermediary proposes to provide only the service of reception and transmission of orders in relation to certain financial instruments considered non-complex, is permitted to meet the circumstances of the client. With regard to the provision of other investment services and activities, the financial intermediary is obliged to obtain a set of information whose degree of extension is relatively intermediate to those two cases. Still under the rules of conduct, but related in particular to the treatment of orders from customers, is required the prior existence of a policy of aggregation of orders to guide how intermediaries undertaking the aggregation of orders and their allocation (article 328 CCP and following).


Concerning information duties provided for in article 312 is the degree of detail of the law in the definition of the information to be transmitted to the current or potential client and the prediction of a different content, depending on the recipients of the information to be qualified or unqualified investors. 25 at the level of the system of execution of orders, it should be noted that if an obligation on the financial intermediary makes both the duty to adopt a policy of order execution, as the burden of demonstrating that executed the orders of a given investor according to the same. Furthermore, it requires that the financial intermediary to disclose every client to your execution policy and that, where there is possibility of execution outside a regulated market or a multilateral trading system, obtain the customer's express prior written consent (articles 330.º and following). In relation to the duties of information, is even deepened, in conjunction with Regulation (EC) no 1287/2006, the Commission, the system of notifications to the SEC about transactions in financial instruments admitted to trading on a regulated market situated or operating in a Member State of the European Union (article 315). It is still established the duty of disclosure of information trading post in respect of transactions in shares admitted to trading on a regulated market (article 316). Within the framework of the entities engaged in financial intermediation activities, is consecrated a new regime applicable to tied agents, which in comparison with the current regime of the prospecting activity, is characterized by the potential enlargement of the functions covered by the admissibility of legal persons by adopting the corporate form, to exercise this activity and the applicability of the scheme to all those who wish to pursue such activity in the name of financial intermediary based in Portugal, in European Union Member State do not provide for such a figure.

The Directive that transposes seeks also to render more effective the system of "European passport" are, by your relevance, the Elimination of the right of the host State to condition the activity to the fulfilment "in the interest of the general good" internal standards, inclusion in the notification of information on the use of tied agents and the fact that investment firms fail to relate for the purposes of notification and its amendments, with the competent authority of the host State. Finally, as a result of the changes described above, it is necessary to adjust some of the regulatory provisions of the supervision and regulation of markets in financial instruments, contained in Title VII of the securities code, the circumstances have arisen in the new regulatory landscape figures in need of accommodation under 26 within the competence of the Committee on securities market. In the same title, are changes to the regulatory provisions of the securities market Commission at the level of cooperation, in order to clarify the competences of this when it comes to your relationship with their counterparts, thus contributing entities to expedite the new framework of cooperation resulting from the transposition of the directive (paragraphs 1 and 5 of article 377.º of Código dos Valores Mobiliários). This Decree-Law transposes to the internal legal order the directive no. 2004/109/EC ("Transparency Directive") on the harmonisation of transparency requirements with regard to information on issuers whose securities are admitted to trading on a regulated market and the Directive 2007/14/EC of 8 March 2007 laying down detailed rules for the application of certain provisions of Directive 2004/109 No./EC.

The passage of the Transparency Directive entered in the package of measures proposed in the action plan of the European Commission with a view to modernising company law and enhancing corporate governance in the European Union, May 2003, concerning the establishment of a harmonised regime of financial disclosure on the part of companies with securities admitted to trading on a regulated market. Regulatory changes now introduced aiming, principally, respect the minimum harmonisation that the directive assumes, using counted times article 3 of the same. To that extent, only remains the duty of communication of qualifying holdings of 2% for companies that have statutory limits on the exercise of the right to vote. In these cases, it is understood that corporate involvement has a different weight, by which more restrictive measure is justified. On the other hand, if a distinction in the regime of duties of information between, on the one hand, the small and medium-sized enterprises and, on the other hand, large companies admitted to trading on regulated market-differentiating criteria as those used in paragraph 2 of article 413.º of Código das Sociedades Comerciais. These latter companies remain subject to quarterly reporting, while in relation to small and medium-sized enterprises is considered enough progress reporting of the Administration, more simplified 27. The communication of qualifying holdings enjoys some simplification, to the extent that the participant ceases to be required to report on the percentage of voting rights is calculated taking into account own shares of society – information that can not be provided in accordance with updated. Issuers of securities companies are required to disclose their annual accounts within four months after the end of the financial year, irrespective of whether or not been approved by the competent body. As a result, a provision was added requiring the disclosure of the results of the deliberation of bills.

Set the minimum content of half-yearly reports and the conditions under which it is considered that the law of a third country is equivalent to that in force in the country to exempt the issuer to disclose additional information. With regard to the storage of information, notwithstanding the Directive to allow the use of alternative systems, the present law designates as official mechanism the existing system of information dissemination of the CMVM, given that implementation of these other systems lacks regulatory developments that have not yet been completed at the community level.


So: the use of legislative authorization granted by law n° ___/2007, 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:) Directive No. 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments, amending Council directives 85/611 number/EEC and paragraph 93/6/EEC and Directive No. 2000/12/EC of the European Parliament and of the Council and repealing Council Directive 93/22/EEC, as amended by Directive n° 2006/31/EC of the European Parliament and 28 of the Council of 5 April 2006 with regard to certain deadlines; b) Directive No. 2006/73/EC of 10 August 2006 implementing Directive 2004/39/EC of the European Parliament and of the Council as regards organisational requirements and the conditions governing the business of investment firms and to the concepts defined for the purposes of that directive; c) Directive No. 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 on issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC; d) Directive No. 2007/14/EC of 8 March 2007 laying down detailed rules for the application of certain provisions of Directive 2004/109 No./EC on the harmonisation of transparency requirements with regard to information on issuers whose securities are admitted to trading on a regulated market.

Article 2 designation of the contact point 1-the securities market Commission is the competent authority designated as a contact point for the purposes of paragraph 1 of article 56 of Directive 2004/39 number/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments. 2-the securities market Commission must strive to respond quickly to requests for information requested by the authorities that have been designated as contact points in the other Member States of the European Union.

Article 3 central storage Mechanism of the system of information dissemination of information provided for in article 367 of the Código dos Valores Mobiliários 29 is designated as the central information storage mechanism for the purposes of paragraph 2 of article 21 of the Directive referred to in point (c)) of article 1 article 4 amendment to the general scheme of credit institutions and financial corporations articles 3 , 4, 8, 14, 16, 29-, 37, 38, 40, 65, 69, 81, 88, 89, 99 103, 105, 116, 120, 121, 186, 189-193, 197, 198, 199,-A,-B, paragraph 199, 199-C, D-199, 199-, 199-F, G-199, 199-H, 199.º-I and 215 of the general scheme of credit institutions and financial corporations, approved by Decree-Law No. 298/92 , 31 December, and amended by decree-laws Nos. 246/95 of 14 September, 232/96, of 5 December, 222/99, of 22 June, 250/00, October 13, 285/2001, of 3 November, Decree-Law No. 201/2002, of 26 September, 319/2002 of 28 December, 252/2003, 17 October, and 145/2006 , July 31, and the heading of the title X-are replaced by the following: ' article 3 [...]

Are credit institutions:) [...]; b) […]; c) […]; d) […]; and mortgage credit institutions); f) [previous article)]; g) [previous subparagraph (f))]; h) [previous subparagraph (g))]; I) [previous paragraph (h))]; j) [previous subparagraph (i))]; l) [previous (j))]; m) [previous (l))].

30 article 4 [...]

1 - […]: a) […]; b) […] c) […] d) […]; e) […]; f) […] g) […]; h) […]; i) […]; j) […]; l) […]; m) […]; n) insurance mediation; o) […]; p) […]; q) […]; r) provision of services and investment activities referred to in article 199.º-A, not covered by the above; s) […]. 2 - […].

Article 8 [...]

1 - […]. 2 - […]. 3 - […]. 4-the provisions of paragraph 2 shall not preclude the exercise, the professional title:) of reception and transmission of orders and 31 investment advice on securities, investment consultants; b) of reception and transmission of orders and investment advice on financial instruments, investment consulting companies; c) of multilateral trading systems management, by holding companies regulated market.

Article 14 [...]

1 - […]: a) […]; b) […]; c) […]; d) Have no share capital below the legal minimum, represented by registered shares compulsory; e) […]. 2 - […].

Article 16 [...]

1 - […]. 2 - […]. 3 - […]. 4 - […]. 5 - […]. 6-By decision of the Commission or of the Council of the European Union, under the conditions laid down in Directive 2006/48/EC of the European Parliament and of the Council of 14 June 2006, authorisations may be limited to the incorporation of credit institutions referred to in paragraph 2 of this article, or assessments of their suspended applications for authorisation, even if already submitted. Article 29-32 [...]

1-whenever the subject of the credit institution to understand any activity of brokering financial instruments, the Bank of Portugal, before deciding on the application for authorization, shall request information to the securities market Commission about the suitability of the shareholders. 2 - […]. 3 - […].

Article 37 [...]

1 - […]. 2 - […]. 3-where the program of activities to understand any activity of brokering financial instruments, the Bank of Portugal, prior notification to the supervisory authority of the host country, will prompt the securities market Commission, and this entity shall decide within one month.

Article 38 [...]

1 - […]. 2-the decision of refusal must be justified and notified to the institution concerned, within the time limit referred to in paragraph 1 of the preceding article. 3 - […]. 4 - […].

33 article 40 [...]

1 - […]. 2-the provisions of articles 37 and 38, reducing to one month and 15 days, respectively, the periods laid down in paragraphs 1 and 3 of article 37 Articles 65 [...]


1 - [...]. 2-in the case of the subject of credit institutions include the intermediation activities of financial instruments the Bank of Portugal communicates and offers the securities market Commission the records referred to in paragraph 1 and their endorsements, changes or cancellations.

Article 69 [...]

1 - […]. 2 - […]. 3 - […]. 4 - […]. 5 - […]. 6 - […]. 7 - […]. 8 - […]. 9-where the purpose of the credit institution to understand any activity of intermediation in financial instruments, the Bank of Portugal, before deciding, will prompt information to the securities market Commission, and the Commission, where appropriate, provide such information within 15 days. 34 article 81 [...]

1 - […]: a) […]; b) […]; c) People responsible for the legal control of the accounts and external auditors of credit institutions, financial companies, insurance companies, financial institutions, and public authorities responsible for supervision of those people; d) […]; e) [Repealed]; f) […]. 2-the Bank of Portugal will be able to exchange information, within the framework of cooperation agreements there is concluded with the supervisory authorities of States that are not members of the European Community, under reciprocity, with regard to the information necessary for the supervision at consolidated or consolidated basis, credit institutions with headquarters in Portugal and institutions of an equivalent nature based in those States. 3-the Bank of Portugal you can also exchange information with authorities, bodies and persons exercising functions equivalent to those of the authorities referred to in the body of paragraph 1 and in paragraph 2(a)) c) and (f)) of the same number in countries not members of the European Community and shall observe the provisions of the preceding paragraph. 4-[previous paragraph 3]. 5-[previous paragraph 4]. 6-the Bank of Portugal can only communicate information received from entities of another Member State of the European Community or of non-member countries with the express consent of those entities.

35 article 88 [...]

In proceedings for restrictive practices of competition attributable to credit institutions or their business associations must be requested and submitted to the competition authority the opinion of the Bank of Portugal, as well as, if you're concerned the activity of brokering financial instruments, the opinion of the Committee on securities market.

Article 89 [...]

1-the advertising of credit institutions and their business associations is subject to the general regime, and brokering activities of financial instruments, securities code. 2 - […]. 3 - […].

Article 99 1-regulatory Competence [previous article body]. 2-it is up to the Bank of Portugal still regulate the matters referred to in point f) of paragraph 1 of article 17 and, in this case, consult the securities market Commission, whenever the subject of targeted institutions understand any activity or investment service.

Article 103 [...]

1 - […]. 36 2-[...]. 3 - […]. 4 - […]. 5 - […]. 6 - […]. 7 - […]. 8-whenever the subject of the credit institution to understand any activity of brokering financial instruments, the Bank of Portugal, before pronouncing pursuant to paragraph 1, shall request information to the securities market Commission about the suitability of the holders of qualifying holdings and the Commission, where appropriate, provide such information within a month.

Article 105 [...]

1 - […]. 2 - […]. 3 - […]. 4 - […]. 5 - […]. 6-decisions given under the preceding paragraphs shall be notified to the party concerned, in general terms, and reported to the Board of Directors of the credit institution subsidiary and the President of the respective assemblies of shareholders, accompanied, as the latter, the determination of which action should be taken in order to prevent the exercise of voting rights inhibited, in accordance with the following paragraph. Whenever the subject of the credit institution to understand any activity of intermediation in financial instruments, decisions given under the preceding paragraphs are also forwarded to the securities market Commission. Where the applicant is an entity subject to supervision of Instituto de Seguros de Portugal, decisions under the previous numbers 37 are also communicated to this Institute. 7 - […]. 8 - […]. 9 - […]. 10-[...].

Article 116 [...]

1 - […]: a) […]; b) […]; c) take measures or issue recommendations to be remedied the deficiencies; d) […]; e) […]. 2 - […].

Article 120 [...]

1 - […]. 2 - […]. 3 - […]. 4 - […]. 5-During the period of five years, credit institutions shall keep at the disposal of the Bank of Portugal the relevant data on transactions relating to investment services and activities. 6 - […]. 7-the Bank of Portugal may also request to anyone the information you require for the performance of their duties and, if necessary, to summon and hear it in order to obtain this information.

38 Article 121 [...]

1 - […]. 2-the obligation referred to in the preceding paragraph shall also apply with regard to the facts that the persons referred to in that paragraph will have knowledge in the context of similar functions, but carried on in company that keep with the credit institution where such functions are exercised a close relationship. 3 - […].

Article 186 [...]

Whenever the subject of the finance company that intends to establish a branch abroad understand any activity of brokering financial instruments, the Bank of Portugal will request the opinion of the Committee on securities market, and give its opinion within two months.

Article 189-[...]

1 - […]. 2-the provisions of Article 181a shall apply to the establishment of the branches referred to in the preceding paragraph, when they propose to exercise in the country any intermediation activity in financial instruments.

Article 193 [...]

In the case of the subject of financial institutions referred to in the previous article include the intermediation activities of financial instruments, shall apply, with any necessary adaptations, the provisions of article 186 Article 39 197 [...]


1 - […]. 2-When financial institutions based abroad, and that in Portugal providing services or have representative office, practising in the country of activity intermediation of financial instruments, the supervision of this activity competes also in securities market Commission.

Article 198 [...]

1 - […]. 2-in the case of financial corporations engaged in any activity of brokering financial instruments, the Bank of Portugal will keep the securities market Commission informed of steps to take in terms of articles referred to in the preceding paragraph and, whenever possible, I heard it before taking any of the actions or decisions provided for in articles 141 to 145 and 152 Article 199.º [...]

For the purposes of this title, the following definitions shall apply: 1 investment services and activities: a) reception and transmission, on behalf of customers, of orders in relation to one or more financial instruments referred to in paragraph 3; b) execution of orders on behalf of customers, relating to one or more financial instruments referred to in paragraph 3; c) dealing on own account of one or more financial instruments referred to in paragraph 3; 40 d) portfolio management, on a discretionary basis and individualized, under mandate by the customers, where such portfolios include one or more financial instruments referred to in paragraph 3; and) investment advice in one or more financial instruments referred to in paragraph 3; f) Placing, with or without underwriting, one or more financial instruments referred to in paragraph 3; g) management of multilateral trading systems; 2 ancillary services: those indicated in section B of Annex I of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004. 3 financial instruments: any contract that gives rise simultaneously to a financial asset of one party and a financial liability or equity instrument of another party, including, at a minimum, the instruments listed in section C of annex I to Directive No 2004/39/EC of the European Parliament and of the Council of 21 April 2004. 4 investment firms: companies whose usual activity include the provision of one or more investment services to third parties and/or the performance of one or more investment activities which are subject to the requirements laid down in Directive No. 2004/39/EC of the European Parliament and of the Council of 21 April 2004, with the exception of credit institutions and entities covered under the prediction of paragraph 1 of article 2 of the same Directive. 5 tied agent: natural or legal person who, under the full and unconditional responsibility of only one investment firm on whose behalf it acts, promotes investment and/or ancillary services with clients or potential clients, receives and transmits instructions or orders from customers in respect of investment services or financial instruments, places financial instruments and/or provides advice to clients or prospective clients in respect of those financial instruments or services; 6 holding company investment funds-any society whose main activity consists in the management of 41 investment funds or investment companies furniture furnishings that comply with the requirements of Directive 85/611 number/EEC of 20 December 1985.

Article 199.º-B [...]

1-investment firms, with the exception of investment advice and management companies of multilateral trading systems as well as the management companies of investment funds are subject to all the rules of this law relating to financial companies and, in particular, to the provisions of this title. 2-within the framework of the provision of investment services, the provisions of paragraph 5 of article 199.º, article 199.º-F and in paragraphs 2, 3 and 4 of article 199.º-L is also applicable to credit institutions.

Article 199.º-C [...]

Title II shall apply mutatis mutandis to investment firms based in Portugal, with the following modifications: a) [...]; b) capital investment companies to adopt the form of a public limited company must be represented by registered shares; c) do not apply paragraphs 3 to 5 of article 16; d) […]; e) in paragraph 6 of article 16, the reference to Directive No. 2006/48/EC of the European Parliament and of the Council of 14 June 2006 is replaced by the reference to article 15 of Directive 2004/39 number/CE, of the European Parliament and of the Council of 21 April; f) […].

42 Article 199.º-D [...]

1-the establishment of branches and the provision of services in other Member States of the European Community by investment firms based in Portugal shall be governed mutatis mutandis by the provisions of articles 36, 37, no. 1, 38, n.

the 1 to 3, 39 and 43, with the following modifications: a) [...]; b) […]; c) the communication referred to in paragraph 1 of article 37 shall be accompanied by the necessary clarifications about the authorized investors compensation scheme of which the investment firm is a member in accordance with Directive No. 97/9/EC of the European Parliament and of the Council of 3 March 1997; d) articles 39 and 43, the reference to the operations included in the list annexed to Directive No. 2006/48/EC of the European Parliament and of the Council of 14 June 2006, is replaced by the reference to investment services and activities and ancillary services set out in sections A and B of annex I to Directive 2004/39 number/EC of the European Parliament and of the Council of 21 April 2004, and the ancillary services may only be provided together with a service and/or investment activity; and) the supervisory authority of the host Member State shall be informed of the changes that occur in the system referred to in point (c)); f) The notifications provided for in paragraph 1 of article 36 and paragraph 1 of article 43 should include indication of the intent of the investment firm use tied agents in the host Member State and, if so, the identity of these; g) in the event of modification of some of the particulars communicated pursuant to paragraph 1 of article 36 or paragraph 1 of article 43 with the amendments provided for in this paragraph, the investment firm shall notify, in writing, at least one month of the date of your face 43 implementation, the Bank of Portugal and the securities market Commission , being the communication transmitted to the supervisory authority of the host Member State; h) following the notification referred to in paragraph 2 of article 43, the identity of the tied agents can be communicated to the supervisory authority of the host Member State, at its request. 2-the competence for the transmission of information to the supervisory authority of the host Member State referred to in subparagraphs (a) (b)), c), and), g) and (h)) of the preceding paragraph shall be held by the securities market Commission. 3-the use of a tied agent established in another Member State of the European Community shall be treated, for all purposes, the establishment of a branch of an investment firm in that Member State. 4-for the purposes of the preceding paragraphs, it is understood as the supervisory authority of the host Member State that that, in European Community Member State concerned, has been designated as contact point in accordance with article 56 of Directive 2004/39 number/CE, of the European Parliament and of the Council of 21 April 2004. 5, for investment companies based in Portugal, the Bank of Portugal or the securities market Commission are notified that these infringe legal or regulatory provisions which verification shall be borne by the supervisory authority of the host Member State, the Bank of Portugal or the securities market Commission shall take necessary and appropriate measures to put an end to the irregularities.

Article 199.º-E [...]

1-the establishment of branches and provide services in Portugal, by investment firms based in other Member States of the European Community 44 shall be governed mutatis mutandis by the provisions of articles 44, 46 to 49, 50th, n. º 2, 52, 54 to 56, 60 and 61, paragraphs 1 and 2 with the following modifications: a) the jurisdiction conferred on the Bank of Portugal on articles 46 , 47, 49, 50, paragraph 2, and 61, paragraphs 1 and 2 is assigned to the securities market Commission; b) […]; c) […]; d) in articles 52 and 60, the reference to the operations included in the list annexed to Directive No. 2006/48/EC of the European Parliament and of the Council of 14 June 2006, is replaced by the reference to investment services and activities and ancillary services set out in sections A and B of annex I to Directive 2004/39 number/EC of the European Parliament and of the Council of 21 April 2004, and the ancillary services may only be provided together with a service and/or investment activity; e) [Repealed]; f) [Repealed]; g) [Repealed]; h) communications referred to in paragraph 1 of article 49 and paragraph 1 of article 61 shall contain indication of the intent of the investment firm use tied agents in Portugal; (I)) If the contents of the communications referred to in paragraph 1 of article 61 result that the investment firm intends to use tied agents in Portuguese territory, the securities market Commission shall request the Member State supervisory authority of origin indicating the identity of the same; 2-the use of a tied agent established in Portugal is deemed, for all purposes, the establishment of a branch of an investment firm in Portuguese territory. 3-for the purposes of this article, as the supervisory authority of the home Member State that that Member State of the European Community concerned, have been designated as contact point in accordance with article 56 of Directive 2004/39/number EC, 45 of the European Parliament and of the Council of 21 April 2004.

Article 199.º-F Irregularities when is concerned the provision of investment services and activities


1-if the Bank of Portugal or the securities market Commission has clear and demonstrable grounds for believing that, in respect of the activity in Portugal of investment firms established in other Member States of the European Community, are being infringed legal or regulatory provisions of the competence of the home Member State shall notify the competent supervisory authority. 2-If, despite the initiative referred to in paragraph 1, in particular in view of the inadequacy of the measures taken by the competent authority of the home Member State, the investment firm persists in irregularity, the Bank of Portugal or the securities market Commission, after informing the competent authority of the home Member State, take appropriate measures which may prove necessary to protect investors ' interests or the orderly functioning of markets and may, in particular, prevent these investment companies initiate new transactions in Portugal, and the European Commission be informed without delay of the measures taken. 3-where it is noted that a branch that carries out activity in Portugal does not observe the legal provisions or regulations whose verification shall be borne by the securities market Commission, this will be determined to put an end to the irregularities. 4-If the branch does not adopt the necessary measures in accordance with the provisions of the preceding paragraph, the securities market Commission shall take the appropriate steps to ensure that that put an end to the irregular situation, informing the competent authority of the home Member State of the nature of these measures. 5-If, despite the measures adopted in accordance with the preceding paragraph, the 46 branch persists in violating the legal or regulatory provisions, the securities market Commission may, after informing the competent authority of the home Member State, take appropriate measures to prevent or penalize further irregularities and, if necessary, prevent the branch start new transactions in Portugal informing the European Commission of the measures taken. 6-the provisions referred to in paragraph 3 are those relating to the registration of operations and conservation of documents the duties the General information, enforcement of orders under the best conditions, to the processing of client orders, the information about quotes and transactions carried out outside the regulated market or MTF and information to the SEC about operations.

Article 199.º-(G) cooperation with other entities 1-the securities market Commission shall forward immediately to the Bank of Portugal the information you receive from the competent authorities of other States, as well as requests for information of those authorities which have been directed, which are the responsibility of the Bank. 2-the Bank of Portugal may, in the transmission of information, declare that these cannot be disclosed without your express consent, in which case such information may only be exchanged for the purposes to which the Bank gave your agreement. 3-the Bank of Portugal will be able to transmit to other entities the information we have received from the supervisory authorities of the Member States of the European Community since the first have no conditioning such disclosure, in which case such information may be disclosed for the purposes for which those authorities gave their agreement your. 4-If the Bank of Portugal is aware that acts contrary to the provisions governing the services and investment activities are being or have been carried out by entities not subject to your supervision 47 in the territory of another Member State, it shall notify such acts to the securities market Commission for the purposes of notification to the competent authority of that State without prejudice to action within the framework of their powers. 5-If the Bank of Portugal receive notification similar to that provided for in the preceding paragraph, shall inform the securities market Commission the results of the efforts made and other developments relevant to your transmission to the notifying authority.

Article 199.º-H refusal to cooperate 1-Banco de Portugal may refuse to a competent authority of another Member State to transmit information or collaboration on inspections the branches: a) such inspection or transfer of information might adversely affect the sovereignty, security or public order; b) ongoing legal action or a final decision in respect of the same actions and the same persons before the courts. 2-In case of refusal, the Bank of Portugal shall notify the requesting competent authority providing such detailed information as possible.

Article 199.º-(I) Record the registration and organization of the list referred to in articles 67 and 68 are the competence of the Committee on securities market.

48 article 215 [...]

1-When necessary for the investigation or to the statement of the process can proceed to the seizure of any documents, as well as the seizure and freezing of any values, regardless of the place or institution in which they are and the values be deposited in general demand deposits of the Bank of Portugal, ensuring payment of the fine and costs in to be sentenced the defendant. 2 - […].»

Article 5 Amendment to the general scheme of credit institutions and financial corporations Are added to the general scheme of credit institutions and financial corporations articles 199-J, 199.º-L and 199.º-M: ' article 199.º-J [previous article 199.º-G] Article 199.º-L


1-the provisions of Articles 122 to 124 shall apply to all investment firms authorised in other Member States of the European Community, being awarded the securities market Commission the competence conferred on them to the Bank of Portugal, and understood the scope of powers defined by the paragraph 2 of article 122 as relative to the matters set out in paragraph 6 of article 199.º-f. 2-for the exercise of its competence in supervision of matters that referred to in paragraph 6 of article 199.º-F, the securities market Commission may, in respect of investment firms authorised in other Member States of the European Community which have established branch in Portugal, check the procedures adopted and require the changes which it considers necessary, as well as the 49 information for the same purposes may require investment firms based in Portugal. 3-the Bank of Portugal and the securities market Commission may require investment firms authorised in other Member States of the European Community which have established branch in Portugal, for statistical purposes, the periodic presentation of reports on its operations in Portuguese territory; the Bank of Portugal may also, within the framework of its tasks and competencies in the field of monetary policy, to request the information for the same purposes may require investment firms based in Portugal. 4-in the provision of investment services and activities, the Bank of Portugal may request the telecommunication service providers, fixed network or mobile network, or the Internet service operators, records of telephone contacts and existing data transmission, you need to perform his duties, the entity concerned may not invoke any secret scheme.

Article 199.º-M [previous article 199.º-I] [...]

1-investment funds companies furniture applies the provisions of this title with the exception of paragraph 5 of article 199.º-the articles 199.º-C 199.º-H, understanding the scope of competences of paragraph 2 of article 122, the article 199.º-L, that provided for in subparagraph (d)) of paragraph 4 of this article. 2-[...]: a) are not applicable in paragraphs 3 to 5 of article 16; b) […]: i) […]; II) [...]; III) [...]; c) in paragraph 6 of article 16, the reference to Directive 2006/48/50 EC, of the European Parliament and of the Council of 14 June 2006 is replaced by the reference to article 15 of Directive 2004/39 number/CE, of the European Parliament and of the Council of 21 April 2004; d) […]. 3-the establishment of branches and the provision of services in other Member States of the European Community for investment funds companies furniture based in Portugal shall be governed mutatis mutandis by the provisions of articles 36, 37, no. 1, 38 to 40 and 43, with the following modifications: a) the notifications referred to in paragraph 1 of article 36 and paragraph 1 of article 43 should be made also to the securities market Commission; b) communications and the certificates referred to in paragraph 1 of article 37 and in paragraph 2 of article 43 shall be communicated to the supervisory authority of the host Member State if the Bank of Portugal and the securities market Commission expressing their views in favour of sense pretension; c) if applicable, the communication referred to in paragraph 1 of article 37 shall be accompanied by the necessary clarifications about the guarantee of which the management company is a Member; d) the grounds for the refusal referred to in paragraph 2 of article 38, should be notified to the institution concerned within two months; e) articles 39 and 43, the reference to the operations included in the list annexed to Directive No. 2006/48/EC of the European Parliament and of the Council of 14 June 2006, is replaced by a reference to the activity and services listed in paragraphs 2 and 3 of article 5 of Directive 85/611 number/EEC of 20 December 1985 , as modified by Directive 2001/107/EC of the European Parliament and of the Council of 21 January 2001; f) the Bank of Portugal or the securities market Commission shall inform the supervisory authority of the host Member State of the changes occurring in the 51-guarantee referred to in point (c)); g) the communication referred to in paragraph 1 of article 40 must be made also to the securities market Commission; h) In case of modification of the business plan referred to in paragraph 1 of article 43, the management company shall inform, in writing, at least a month in the face of the your implementation date, the Bank of Portugal and the securities market Commission and the supervisory authority of the host Member State; I) responsible for transmission of information to the supervisory authority of the host Member State referred to in subparagraphs (a) (b)), c) and (f)) of this paragraph shall be exercised by the Bank of Portugal in the host Member States in which the recipient has supervisory authority responsible for the supervision of credit institutions and securities market Commission in other cases. 4-the establishment of branches and provide services in Portugal, by investment funds companies furniture based in other Member States of the European Community shall be governed mutatis mutandis by the provisions of articles 44, 46 to 56, 60 and 61, with the following modifications: a) the jurisdiction conferred on the Bank of Portugal in articles 46, 47 , 49 to 51, 53 and 61 is assigned to the securities market Commission; b) do not apply, and (a) d)) and f) of paragraph 1 of article 49; c) articles 52 and 60, the reference to the operations included in the list annexed to Directive No. 2006/48/EC of the European Parliament and of the Council of 14 June 2006, is replaced by a reference to the activity and services listed in article.

the 2 and 3 of article 5 of Directive 85/611 number/EEC of 20 December 1985, as modified by Directive 2001/107/EC of the European Parliament and of the Council of 21 January 2001; d) the detailed rules referred to in paragraph 1 of article 53 are the standards of conduct, governing the form and content of the advertising and the 52 action governing the marketing of units of investment funds, as well as those relating to reporting obligations, and to publish; e) insofar as is necessary for the exercise of the powers of the supervisory authorities of the Member States of origin and at their request, the securities market Commission to inform them of all the measures that have been adopted in accordance with paragraph 6 of article 53; f) in the case of modification of the business plan referred to in paragraph 1 of article 61, the management company shall inform in advance the Commission of the securities market, which may, where appropriate, indicate the company any change or supplement in relation to the information which has been communicated pursuant to paragraph 1 of article 50» article 6 amendment to the systematic organization of the general scheme of credit institutions and financial corporations 1-chapter V of the Title X of the general scheme of credit institutions and financial corporations shall be replaced by the following heading: "cooperation with other entities", comprising articles 199.º-G 199.º-h. 2-Chapter VI shall be added to Title X of the general scheme of credit institutions and financial corporations, with the heading: "other provisions", comprising articles 199.º-I 199.º-M.

Article 7 amendment to the securities code articles 2, 3, 7, 8, 16, 17, 18, 20-A, 23, 30, 31, 32, 33, 35, 85, 97, 99, 111, 167, 198, 199.º, 200th, 201, 202, 203, 204, 205, 206, 207, 208, 209, 210.º, 211, 212.º, 213, 214, 215, 216, 217, 218, 219, 220, 221, 222.º, 223, 224, 225, 226, 227.º, 228 , 229, 230, 231.º, 232, 233, 234, 53 236, 244, 245, 246.º, 247.º, 249, 250, 252, 253.º, 254, 255, 256, 257, 258.º, 259.º, 260.º, 261.º, 262.º, 263, 264, 265, 226, 268, 269, 274, 271.º, 276.º, 278.º, 279, 281, 283.º, 284.º, 289, 290, 291.º, 292.º, 293, 294, 295.º, 297, 298, 299, 301, 303.º, 304.º, 305.º, 306, 307, 308, 309, 310, 311, 312, 313 , 314, 315, 316, 317, 318, 320, 321, 319.º, 322, 323.º, 325, 326, 327, 328 CCP, 329.º, 330.º, 331.º, 332.º, 333.º, 335.º, 334, 336, 337.º, 343.º, 347.º, 348.º, 351.º, 352, 353.º, 355.º, 356.º, 358.º, 359.º, 360.º, 361.º, 363, 364.º, 366.º, 369, 372.º, 376.º, 377.º, 377.º-A, 388.º, 389.º, 390.º, 392.º, 393.º, 394, 395.º, 396.º, 397.º. of the securities code, approved by Decree-Law No. 486/99, of 13 November, as amended by decree-laws Nos. 61/2002, of 20 March, 38/2003, 8 March, 107/2003, of June 4, 2003, 183/August 19, 66/2004 of 24 March, 52/2006, of March 15 and 219/2006 , November 2 are replaced by the following: ' TITLE I General provisions CHAPTER I scope article 2 [...]

1-the present Code regulates: a) the Securities and public offerings to these concerning; b) derivative instruments for the transfer of credit risk; c) differential contracts; d) options, futures, swaps, forward contracts on interest rates and any other derivative contracts relating to: (i)) securities, currencies, interest rates or yields, or other derivatives instruments, related financial ratios and financial indicators, physical or financial settlement; II) goods, climatic variables, freight rates, emission 54 licenses, inflation rates or other official economic statistics, with financial settlement even if by choice of one of the parties; III) goods, with physical liquidation, provided that they are traded on a regulated market or MTF or, not commercial purposes, have the same characteristics of other derivative financial instruments in accordance with article 38 of Regulation (EC) no 1287/2006, of 10 August; and any other derivative contracts) relating to any of the elements listed in article 39 of Regulation (EC) no 1287/2006, of 10 August, provided they have the same characteristics of other derivative financial instruments in accordance with article 38 of the same degree. f) organized forms of negotiation of financial instruments referred to in paragraph 1(a) above, the settlement and the compensation of those concerning operations and financial intermediation activities; g) supervision and sanctions regime on the instruments and the activities mentioned in the above. 2-references in this code to financial instruments should be understood to cover the instruments mentioned in (a))) of the preceding paragraph. 3-the provisions of titles I, VII and VIII shall also apply to contracts of insurance linked to investment funds and the contracts of individual membership of open pension funds. 4-[previous paragraph 6].

55 article 3 [...]

1 - […]. 2-[...]: a) the orders addressed to members of regulated markets or multilateral trading systems registered in the SEC and transactions in such markets or systems; b) […]; c) […].

CHAPTER III article 7 Information [...]

1-the information concerning financial instruments, markets where they are traded, financial intermediation activities, liquidation and clearance operations to public offers of securities and issuers must be complete, true, up-to-date, clear, objective and licit. 2 - […]. 3 - […]. 4-the advertising relating to financial instruments and the activities regulated in this code shall apply the General rules of advertising.

Article 8 [...]

1 - […]. 2 - […]. 3-in the case of information or interim financial quarterly or half-yearly information have been subject to audit or review limited 56, is included the audit report or review If you do not have been, is declared.

Article 16 [...]


1-Who reaches or exceeds 10% stake, 20 percent, one-third, one-half, two-thirds and 90% of the voting rights attaching to the share capital of an open society, subject to personal status, and who reduce your participation to less than any of those limits must, within four trading days after the day of the occurrence of the fact or of your knowledge : a) inform the SEC and the company held b) [...]. 2-Is also subject to the duties referred to in the preceding paragraph: a) Who reaches or exceeds 5% stake, 15% and 25% of the voting rights attaching to the share capital and who reduces your participation to less than any of those limits, for: i) open society, subject to personal law, issuer of shares or other securities conferring the right to subscribe to or acquire your , admitted to trading on a regulated market situated or operating in Portugal; II) company, with registered office in another Member State, issuer of shares or other securities conferring the right to subscribe to or acquire your exclusively admitted to trading on a regulated market situated or operating in Portugal; III) Company which has its head office outwith the European Union, issuer of shares or other securities conferring the right to subscribe to or acquire your, admitted to trading on a regulated market situated or operating in Portugal, in respect of which the SEC is 57 competent authority pursuant to article 244; and (b)) Who reaches or exceeds 2% share and who reduce your participation to less than that percentage of the voting rights attaching to the share capital of open society provided for in point (i)) of the preceding paragraph whose statutes establish that in decision of the general meeting are not counted votes over number when issued by a single shareholder , in his own name or on behalf of another. 3-for the purposes of the preceding paragraphs:) it is assumed that the participant is aware of the fact that determining the duty of communication within two trading days after the occurrence of that; b) voting rights are calculated on the basis of the totality of shares with voting rights, not pointing to the calculation the suspension of its exercise. 4-communication pursuant to the preceding paragraphs include: a) the identification of the entire chain of entities to whom the qualifying holding is allocated in accordance with paragraph 1 of article 20, regardless of the law to which they are subject; b) the proportion of the voting rights attributable to the holder of a qualified participation, the percentage of share capital and the number of corresponding actions, as well as, where applicable, the breakdown of participation for each category of shares; c) the date on which the participation reached, exceeded or was reduced the thresholds referred to in paragraphs 1 and 2. 5-If the duty of communication is more than a participant can be made a single communication, whereby the participants of the duty to communicate to the extent that the communication is deemed made. 6-When the exceeding relevant thresholds result under e) of paragraph 1 of article 20, the holding of financial instruments which give the participant the right to purchase, exclusively for your initiative, by virtue of agreement, of shares with voting rights, already issued by issuer whose shares are admitted to trading on a regulated market, the participant must : 58 a) Add, in the communication, all instruments that have the same underlying asset; b) Do so many communications how many issuers of the underlying assets of a financial instrument; c) include in the notification referred to in paragraph 1, the date or period in which the rights of acquisition the instrument gives may be exercised, and the date on which the instrument expires 7-When the reduction exceeding relevant thresholds or result under g) of paragraph 1 of article 20, of the allocation of discretionary powers to a single General Assembly : a) Who gives discretionary powers may, at this point, make an announcement only, since explicitly states the information required in paragraph 5 concerning the beginning and the end of the allocation of discretionary powers for the exercise of the right to vote; b) whom are allocated voting rights can make an announcement only when granted discretionary powers, as long as this clarifies the information required in paragraph 5 concerning the beginning and the end discretionary powers for the exercise of the right to vote. 8-the duties laid down in this article do not apply to equity resulting from transactions involving members of the European system of central banks acting as monetary authorities, within the framework of a guarantee of a repurchase agreement or similar agreement authorized liquidity for monetary policy reasons or in connection with a payment system, provided that transactions taking place within a short period of time and provided that they are not exercised the rights voting rights attaching to shares in question.

Article 17 [...]

1-the company held make public, by the means referred to in paragraph 3 of article 244, all information received pursuant to article 16, the 59 as soon as possible and no later than three trading days after receipt of the communication. 2-the company held and holders of their governing bodies, as well as the management companies of regulated markets in which they are admitted to trading stocks or other securities conferring the right to subscribe to or acquire your through that issued, shall inform the SEC when they have knowledge or evidence of non-compliance with the obligations based on information provided for in article 16 3-[...]. 4-communications and publications referred to in this article may be carried out in a language in general use in the international financial markets if this has been used in the communication which it gave rise.

Article 18 trading days 1-for the purposes of this section, the following shall be considered as trading days those in open for trading the regulated market on which the shares or other securities conferring the right to subscribe to or acquire your are admitted. 2-the SEC must disclose in your information dissemination system the calendar of trading days of regulated markets situated or operating in Portugal.

Article 20-the [...]


1 - […]. 2-To benefit from the derogation of aggregate allocation of voting rights, society exercising dominion over the management company or the financial intermediary must: a) Send to the CMVM the updated list of all fund managers and 60 financial intermediaries under domain relationship and, in the case of entities subject to the law foreign staff, indicate the respective supervisory authorities; b) Send to the CMVM a reasoned statement, for each Fund Manager or financial intermediary, that complies with the provisions of the preceding paragraph; c) Demonstrate to the SEC, on request, that the organizational structures of the relevant entities ensure the independent exercise of the voting rights, that people who exercise the voting rights act independently and that, in cases where the parent company receives services provided by the entity holds direct shareholdings or dominated in this assets managed, there is a written mandate and of course fixed the contractual relationship of the parties in accordance with normal market conditions for similar situations. 3-for the purposes of point (c)) of the preceding paragraph the relevant entities should establish, at minimum, written policies and procedures to prevent, in appropriate terms, access to information on the exercise of voting rights. 4-[previous paragraph 3]. 5-If the imputation be due solely to the holding of financial instruments which give the participant the right to purchase, exclusively for your initiative, by virtue of agreement, of shares with voting rights, already issued by issuer whose shares are admitted to trading on a regulated market, for the purposes of paragraph 2, which the company then referred to send the SEC the information referred to in (a)). 6-for the purposes of paragraph 1: a) is deemed to be direct the instructions given by the parent company or another entity for this dominated that needs the way voting rights are exercised in concrete cases; b) indirect instructions are considered those which, in general or specific, regardless of your shape, are transmitted by the dominant society or any entity for this dominated, and limited to 61 margin of discretion of the Fund Manager, financial intermediary and associated company pension fund regarding the exercise of the voting rights in order to serve specific business interests of the parent company or another entity for this dominated. 7-[previous paragraph 4]. 8-[previous No. 5]. 9-before issuing the statement provided for in paragraph 7, the SEC gives knowledge to Instituto de Seguros de Portugal where refers to pension funds.

Article 23 1 power of attorney-the call for General Assembly mentions the availability of a proxy form, indicating the request mode, or provides the form of proxy. 2-[previous No. 1]. 3-the document type used in the proxy request is sent to the SEC before sending to the holders of the right to vote. 4-[previous paragraph 3].

Article 30 [...]

1 - […]. 2 - […]. 3-for the purposes of title VI, are also considered qualified investors: the) persons who provide investment services, or engage in investment activities, consisting exclusively in dealing on own account on markets in the long term or, in this case with the only purpose to cover positions in derivatives markets, or in negotiation or participation in the training of 62 prices on behalf of other members of those markets , and which are guaranteed by a clearing member to the same acts, when responsibility for the execution of contracts is assumed by one of those members; b) legal persons, whose size, according to their latest annual accounts, meeting two of the following criteria: i) equity of € 2 million; II) total assets of € 20 million; III) net turnover of € 40 million. c) persons who have requested treatment as such, under the conditions laid down in section IV of Chapter 1 of that Title. 4-the PORTUGUESE SECURITIES MARKET COMMISSION, by regulation, qualify as qualified investors other entities have a special expertise and experience relating to financial instruments, including issuers of securities, setting the economic and financial indicators that allow this qualification.

Article 31 [...]

1-shall enjoy the right of action for the protection of individual interests or collective homogeneous unqualified investors in financial instruments:) [...]; b) […]; c) foundations which have as their purpose the protection of investors in financial instruments. 2 - […]. 3 - […].

Article 32 [...]

[...]: 63 a) Have as their main subject the statutory protection of investor interests in financial instruments; b) […]; c) […].

Article 33 [...]

1-the SEC puts on a service for voluntary mediation of conflicts between unqualified investors, on the one hand, and financial intermediaries, investment consultants, fund managers of regulated markets or multilateral trading systems or issuers, for another. 2 - […].

Article 35 [...]

1-management companies of regulated markets, multilateral trading systems, settlement systems, clearing house or central counterparty may constitute or promote the establishment of guarantee funds. 2-guarantee funds aim to make the unqualified investors for damages suffered as a result of the actions of any member of the market or financial intermediary system, or authorized to receive and transmit orders for execution, and the participants in those systems. 3 - [...]. 4-management companies referred to in paragraph 1 may decide that participation at the bottom for you constituted or promoted is mandatory for the members authorised to execute orders on behalf of others and for participants in the systems.

64 Article 85 [...]

1 - […]. 2 - […]. 3 - […]. 4-[...]: a) the statement referred to in article 323.º-C; b) […].

Article 97 [...]

1-[...]: a) serial number, except the bearer bonds; b) […]; c) […]. 2 - […]. 3 - […].

Article 99 [...]

1 - […]. 2 - […]. 3 - […]. 4-The securities deposited in financial intermediary keep your order number. 5 - […].

Article 111 [...]


1 - [...]: 65 a) [...]; b) [...]; c) [...]; d) the offers in the regulated market or MTF registered at SEC that are submitted exclusively through the media market or own system and that are not preceded or accompanied by prospecting or collection of investment intentions with indeterminate or recipients of advertising promotion; e) [...]; f) [...]; g) [...]; h) [...]; i) [...]; j) [...]; l) [...]; m) [...]; n) public offerings of equity securities debt issued for period of less than one year. 2 - [...]. 3 - [...]. 4 - [...].

Article 167 [...]

Is allowed to conduct advertising measures, in accordance with articles 121 and 122 Article 198 organized Forms of negotiation is permitted operation in Portugal, without prejudice to any other that the SEC determine by regulation the following ways organized 66 trading of financial instruments: the) regulated markets; b) multilateral trading systems; c) systematic Internalisation.

Article 1-199.º regulated market Are regulated markets systems, having been authorised as such by any Member State of the European Union, multilateral and are run regularly in order to enable the meeting of interests relating to financial instruments with a view to the conclusion of contracts on such instruments. 2-regulated markets authorised in accordance with article 217 satisfy the requirements laid down in Chapter II of this title.

Article 200th MTF 1-Are multilateral trading systems systems that have this quality and enable the meeting of interests relating to financial instruments with a view to the conclusion of contracts on such instruments. 2-The multilateral trading systems comply with the requirements set out in section I of Chapter II of this title and in paragraphs 1 to 9 of article 222.º 3-the provisions of paragraphs 6 to 9 of article 224 and Article 225a shall apply to multilateral trading systems.

Article 201 1-systematic Internalisation is systematic internalisation negotiation, financial intermediary, financial instruments for its own account in execution of orders of 67 customers outside of regulated market and MTF, on an organised, frequent and systematic basis. 2-the systematic internalisation in shares admitted to trading on a regulated market complies with the requirements laid down in Chapter III of this title.

Article 202 record in SEC regulated markets and multilateral trading systems are subject to registration in the SECURITIES MARKET, as well as the rules to the same underlying the members participants in those markets or systems.

Article 203 managing body regulated markets and multilateral trading systems are managed by Fund Manager who fulfils the requirements laid down in law and just multilateral trading systems, financial intermediary, according to your scheme.

Article 204 subject to negotiation-1 may be the subject of negotiation organized: a) securities fungible, freely transferable, fully released and that are not subject to lien or other legal situation that placed, unless the requirements of articles 35 and 36 of Regulation (EC) no 1287/2006, of 10 August; (b)) other financial instruments, including derivative financial instruments, whose configuration allows the formation of prices. 2-Are fungible, for trading purposes, the 68 securities values that belong to the same category, obey the same form of representation, are objectively subject to the same tax regime and of which have not been assigned different rights.

Article 205 admission and selection to negotiation-1 for admission to trading on a regulated market and for negotiation in multilateral trading system depends on decision of the respective Fund Manager. 2-The securities admitted to trading on a regulated market can subsequently be traded on other regulated markets and multilateral trading systems without the consent of the issuer. 3-Occurring subsequent negotiation referred to in the preceding paragraph, the issuer is not required to provide any additional information by virtue of trading in these other markets or multilateral trading systems.

Article 206 Members 1-the negotiation of financial instruments is carried out on the regulated market and MTF through the respective members. 2-May be admitted as members financial intermediaries and other persons who: a) are fit and professionally capable; b) Have a sufficient level of capacity and competence; (c)) Have, where applicable, adequate organisational mechanisms; and d) Have sufficient resources for the exercise. 69 3-admission of members racing to their management company, according to principles of equality and respect for sound and fair competition rules. 4-the intervention of members may consist in the mere registration of operations.

Article 207 Operations


1-the cast of the operations to be carried out in each regulated market and MTF is defined by the respective Fund Manager. 2-transactions in financial instruments referred to in subparagraphs (a) (d)) and e) of paragraph 1 of article 2 shall be held in accordance with the General contractual terms, in which are standardized the object, the amount, the period of operation, the frequency of gain or loss adjustments and liquidation mode, prepared by the Fund Manager and subject to: the Registration in CMVM); b) approval of the SEC, if the underlying asset has notional nature or consists of financial instruments not admitted to trading on a regulated market; and (c)) in accordance with the opinion of the Bank of Portugal, if underlying money market and foreign exchange instruments. 3-transactions on financial instruments referred to in subparagraphs ii and iii))) (d) and (e)) of paragraph 1 of article 2 depends on authorisation in accordance with the fix in joint Ordinance of the Minister of finance and the Minister of its sector, preceding opinion of the SEC and the Bank of Portugal. 4-the managing body has adopted effective procedures to allow the compensation and the efficient and timely settlement of transactions made through their systems and reports clearly members of the same on their respective responsibilities for the settlement of transactions.

70 Article 208 1 trading systems-regulated market operations and multilateral trading systems take place through appropriate trading systems the proper pricing of financial instruments traded in them and the liquidity of the market, ensuring in particular the transparency of operations. 2-For proper execution of orders accepted by you, the members of the regulated market or MTF introduce offers in the trading system, according to the most appropriate mode and more timely. 3-business on financial instruments concluded directly between the interested that are recorded in the system through one of its members can be assimilated to operations of the regulated market, in accordance with the rules approved by the managing body.

209 article 1-Rules for each regulated market or MTF, the management company must adopt transparent and non-discriminatory rules, based on objective criteria, to ensure the proper functioning of that, particularly regarding: the) requirements for admission to trading or trading and its selection process; b) access to as a Member; c) operations and offerings; d) negotiation and execution of orders; and e) its members obligations. 2-the rules referred to in the preceding paragraph are subject to registration in the SECURITIES MARKET, which aims to verify your sufficiency, adequacy and legality. 3-after registration at the SEC, the management company publishes the 71 adopted rules, which come into force on the date of publication or another on them.

Article 210.º inherent rights 1-The financial rights attached to the securities sold belong to the buyer from the date of the operation. 2-the buyer pays to the seller, in addition to the price, interest and certain other remuneration corresponding to the time elapsed after the last due date up to the date of liquidation of the operation. 3-the preceding paragraphs shall not exclude different assignment scheme of rights attaching to securities traded, since such a regime is clearly prior published in accordance with the rules of the regulated market or the MTF.

Article 211 supervision of operations the managing body must adopt effective mechanisms and procedures to monitor the compliance by their members, those systems and rules for the control of operations carried out in the same, in order to identify violations of those rules, disorderly trading conditions or behaviour likely to jeopardise the regularity of functioning, transparency and credibility in the market.

Article 212.º public information 1-for each regulated market or MTF, the managing body shall provide the public with information about: the) financial instruments admitted to trading or 72 selected for negotiation; b) operations performed and the respective prices. 2-in the case of multilateral trading system, shall be deemed to have fulfilled the duty set out in paragraph 1 (a)) of the preceding paragraph if the management company to make sure that there is access to the information concerned. 3-the content, the means and frequency of the information to be provided to the public must be appropriate to the characteristics of each system, the level of knowledge of investors and the composition of the various interests involved. 4-the SEC may require amendment of the rules relating to information when check are sufficient for the protection of investors.

Article 213 suspension and exclusion from trading on regulated market


1-the managing body of the regulated market may, unless such a measure is likely to cause significant damage to the interests of investors and the regular functioning of market, suspend or exclude financial instruments trading. 2-the trading suspension is justified when: a) Let to check the admission requirements or failure to comply with other rules of the relevant market, since the lack be rectifiable; b) circumstances that may Occur, with reasonable probability, disrupting the regular development of the negotiation; c) the issuer's situation implies that the negotiation is detrimental to investors ' interests. 3-the exclusion of negotiation is justified when: a) Let to check the admission requirements or failure to comply with other rules of the relevant market, if the absence is not rectifiable; b) have not been remedied the shortcomings which justified suspension. 4-the exclusion of financial instruments whose trading is 73 condition for the admission of other implies the exclusion of these. 5-the managing body of regulated market makes public the final decision of suspension or exclusion from negotiation and communicates to the CMVM relevant information, without prejudice to the possibility to communicate directly to the issuer and to the managing body of other markets where the financial instruments are traded or constitute the underlying derivative financial instruments. 6-SEC informs the competent authorities of the other Member States after the communication of management company of regulated market referred to in the preceding paragraph. 7-the transactions referred to in paragraph 2 of article 207: a) the decision to suspend the negotiation must be immediately reported to the SEC, which informs the Bank of Portugal if they include in the operations referred to in point (c)) of paragraph 2 of article 207; b) decision is preceded by communication to the CMVM, which informs the Bank of Portugal if they include in the operations referred to in point (c)) of paragraph 2 of article 207 Article 214 1 CMVM Powers-the SEC can: a) order the managing body of the regulated market or MTF to suspension of trading financial instruments When the issuer's situation implies that the negotiation is harmful to the interests of investors or, in the case of Fund Manager of regulated market, this was not done in a timely manner; b) order the managing body of the regulated market or MTF that proceed to the exclusion of financial instruments of negotiation when proving the violation of applicable laws or regulations; c) Extend the suspension or exclusion to all 74 markets and regulated multilateral trading systems where financial instruments of the same category are traded. 2-immediately after order of suspension or exclusion from trading on the regulated market, under the preceding paragraph, the SEC makes its decision public and informs the competent authorities of the other Member States of the European Union.

Article 215 effects of suspension and exclusion 1-the decision of suspension or exclusion produces immediate effects. 2-the suspension remains for the time strictly necessary to regularize the situation that gave rise, each period of suspension may not exceed 10 working days. 3-the suspension of trading does not relieve the issuer of the information obligations which are subject. 4-If this does not prevent the urgency of the decision, the managing body of the regulated market shall notify the issuer to rule on the suspension or deletion within that for this purpose it shall appoint. 5-When is informed by the competent authority of another Member State of the European Union of their decision to suspension or exclusion of that financial instrument from trading on the regulated market of that Member State, the SEC orders the suspension or exclusion of trading in financial instrument on the regulated market or MTF registered in Portugal, except when this can cause significant damage to the interests of investors or the smooth operation of the markets.

216 the CMVM Regulation article elaborates the regulations necessary for the implementation of the provisions of this title, in particular on the following matters: a) registration process of regulated markets and multilateral trading 75 systems, the same underlying rules and members participating in those markets or systems; b) information to be provided to the SEC by fund managers of regulated markets and multilateral trading systems; c) information to be provided to the public by the entities that manage regulated markets and multilateral trading systems and by issuers of securities admitted to trading, particularly with regard to the content of the information, the means and the time limits that must be provided or published; d) required in the newsletter of the regulated market.

Article 217 1-Permit the formation and extinction of regulated markets depends on authorisation required by their management company and granted by the Minister of finance, by Ordinance and heard the CMVM. 2-the SEC shall notify the European Commission and the Member States the list of regulated markets in accordance with article 202 Article 218 Deals between companies 1-management companies of regulated markets situated or operating in Portugal may agree between themselves, informational connection systems or operative if the proper functioning of the markets managed by them and the interests of investors the advise. 2-management companies of regulated markets situated or operating in Portugal can enter into agreements with similar entities in other States, and in particular: a) in each of them are traded financial instruments admitted to trading in another; 76 b) That the members of each of the regulated markets may intervene in another. 3-the agreements referred to in the preceding paragraphs are recorded in the SEC, and the registration be refused, in the case of the preceding paragraph, if the regulated market situated or operating in a non-Member State of the European Union imposes demanding levels similar to those in the regulated market situated or operating in Portugal regarding the admission of financial instruments to trading , the information to be provided to the public and are not secured other investor protection requirements.

Article 219 of the Fund Manager Disclosures


The managing body of the regulated market shall disclose in writing: a) a newsletter on days when normal sessions take place regulated market; b) statistical information concerning markets it manages, without prejudice to the provisions relating to secrecy; c) the updated text of the rules governing the managing body of the regulated market, markets and manages these operations performed.

Article 220 of the regulated market Structure In each regulated market can be created threads that are necessary having regard, in particular, the characteristics of the operations, financial instruments traded, of entities that the issue of the trading system and trading.

77 Article 221 of the regulated market Sessions 1-regulated markets work in public sessions, which can be normal or special. 2-normal regulated market sessions work on time and in the days defined by the managing body of the regulated market for trading of financial instruments admitted to trading. 3-special sessions are held in compliance with a court decision or by decision of the managing body of the regulated market at the request of the parties concerned. 4-special sessions are held according to the rules laid down by the managing body of the regulated market, and may cover operations financial instruments admitted to trading or not in normal sessions.

Article 222.º Information about offers and trading on the regulated market 1-the managing body of the regulated market shall disclose to the public, on a continuous basis during normal trading hours, prices for purchase and sale of shares and the amount of the outstanding offerings relating to shares. 2-the SEC may waive compliance with the duty of disclosure provided for in paragraph 1 on the basis of the market model or the type and quantity of the offers concerned. 3-the managing body of the regulated market shall disclose to the public the following information: a) the price, quantity, time and other detailed information concerning each transaction in shares; (b)) the total amount of shares traded. 4-the SEC may authorize the disclosure of the information referred to in point (a) deferred a) of the preceding paragraph in view of the type and quantity of transactions on 78. 5-the information referred to in paragraphs 1 and 3 are made available on reasonable commercial terms. 6-are defined in articles 17 to 20, 27 to 30 and 32 of Regulation (EC) no 1287/2006, of 10 August: a) the information the disclosure of concrete is required under paragraphs 1 and 3; b) the deadlines, conditions and means of dissemination of information referred to in paragraphs 1 and 3; (c)) the conditions for exemption or deferral of compliance with the duty of disclosure as referred to respectively in paragraphs 2 and 4. 7-the managing body of the regulated market discloses to members of the market and investors in general the mechanisms to be used for the deferred publication referred to in paragraph 4, after the CMVM authorization on the use of the same. 8-If the prices are expressed in legal tender in Portugal, should be clear information about the currency. 9-the SEC defines, through regulation, content, and frequency of the information to be provided to the public for other financial instruments traded on the regulated market. 10-the managing body of the regulated market may give access, on reasonable commercial terms and on a non-discriminatory basis, utilizing mechanisms for the dissemination of information provided for in this article the Fund managers of multilateral trading systems and financial intermediaries.

Article 223 1 Quote-where in the law or in contract refers to quote on a certain date, it is considered as such the closing price of the regulated market to counted. 2-In relation to transactions carried out in each session, the managing body of the regulated market discloses the closing price, calculated in accordance with the rules of market 79. 3-If the financial instruments are admitted to trading on more than one regulated market situated or operating in Portugal, is taken into account for the purposes of paragraph 1, the price in the regulated market situated or operating in Portugal, in accordance with the fix in CMVM regulation, be considered more representative.

Article 224 admission of members


1-admission as a member of the regulated market and maintaining this quality depend, in addition to the requirements set out in article 206, compliance with the conditions laid down by the respective Fund Manager arising from: a) the Constitution and administration of the regulated market; b) the rules governing market operations; c) professional standards imposed on workers of the entities operating on the market; d) policies and procedures for the clearing and settlement of transactions in this market. 2-members of regulated markets that only engaged in trading functions can only be admitted after having concluded a contract with one or more members to ensure the settlement of transactions they traded. 3-the management company of a regulated market may not limit the maximum number of its members. 4-membership of the regulated market does not depend on the ownership of any portion of the share capital of the Fund Manager. 5-The rules concerning membership of the regulated market provide remote access to the same by investment firms and credit institutions authorised in other Member States of the European Union, unless the trading procedures and systems of the market in question require a physical presence for conclusion of transactions on the same. 80 6-the managing body of the regulated market registered in Portugal can provide, in the territory of other Member States, appropriate arrangements to facilitate access to that market and to trading on the same by remote members established in the territory of those other Member States and, to that end, communicate to the Member State in which the FTC intends to make these mechanisms. 7-within one month of the date of the notification referred to in the preceding paragraph, the CMVM communicates that intention to the competent authority of the Member State in which the management company intends to make such mechanisms. 8-at the request of the competent authority referred to in the preceding paragraph, the SEC shall, in reasonable time, of the identity of the remote members of the authorised market in Portugal established in that Member State. 9-the managing body of the regulated market shall communicate to the CMVM a list of its members, being the frequency of this communication established by the CMVM regulation. 10-in the circumstances provided for in article 16 of Regulation (EC) no 1287/2006 of 10 August, the SEC establishes with the competent authority of the Member State in which the facility was made available the cooperation agreement targeting the proper supervision of the regulated market concerned.

Article 225a remote access to authorized foreign markets 1-the provision, in the national territory, of appropriate mechanisms to facilitate access to and trading on the regulated market authorized in another Member State of the European Union, by remote members established in Portugal depends on communication to the SEC, by the competent authority of the State in which the regulated market has been authorized: a) the intention of the Fund Manager make these 81 mechanisms in Portugal; and (b)) the identity of the members of this market that established in Portugal, at the request of the CMVM. 2-the SEC may allow the provision in national territory, appropriate mechanisms to facilitate access to and trading the market authorized in a State which is not a member of the European Union since those are subject to legal and supervisory requirements.

Article 226 obligations of members 1-members of the regulated market shall: a) abide by the decisions of the organs of the Fund Manager of the regulated market which are taken in the context of legal and regulatory provisions applicable in the market where they operate; and (b)) provide the managing body of the regulated market the information necessary for the proper management of the markets, even if such information is subject to professional secrecy. 2-each of the members of the regulated market means a holder of your Board of Directors, or a representative with sufficient powers, as direct interlocutor vis-à-vis the managing body of the regulated market and SECURITIES MARKET.

Article 227.º admission to trading on a regulated market 1-[...]. 2-Are laid down in articles 35 to 37 of Regulation (EC) no 1287/2006, of 10 August, the characteristics of different classes of instruments to be taken into consideration by the managing body of the regulated market when assessing whether the same was issued on terms that allow your admission to trading. 82 3-the issuer shall satisfy the following requirements: a) have been constituted and working in accordance with the respective personal status; b) can provide financial and economic situation compatible with the nature of the securities to admit and the market where admission is sought. 4-[previous paragraph 3]. 5-the issuer must, within 90 days after your issue, request the admission of the shares that belong to the category of already admitted. 6-shares may be admitted to trading after definitive registration of the instrument of incorporation of the company or of the capital increase in the commercial register, although it is not made to their publication. 7-the managing body of the regulated market shall establish and maintain effective mechanisms for:) verify that the issuers of securities admitted to trading on the regulated market comply with the applicable information obligations; b) make it easier for members of the regulated market access to information which has been disclosed to the public by the issuer; c) check regularly if the securities which are admitted to trading on regulated markets continue to comply with the admission requirements.

Article 228 admission to official stock market


1-Beyond those provided for in paragraph 3 of the preceding article, the issuer of the securities trading market that form official listing must satisfy the following requirements: a) develop your business for at least three years; b) Have published, in accordance with the law, their management reports and annual accounts for the three years preceding that in which the 83 admission is sought. 2-If the issuer company has the result of a merger or scission, the requirements of (a)) and b) of the preceding paragraph shall be deemed to be satisfied if one of the merged or the company being divided. 3-the SEC may waive the requirements of paragraph 1 (a)) and b) of paragraph 1 when the interests of the issuer and advise investors and the requirement of paragraph b) of paragraph 3 in the previous article, by itself, allow investors to form a mind clear on the issuer and the securities.

Article 229a admission of shares to official stock market trading 1-can only be admitted to trading on market that form official listing shares in respect of which: a), up to the time of admission, an appropriate degree of dispersal by the public; b) is expected market capitalisation of at least a million euros, or, if the market capitalisation cannot be determined, the equity of the company, including the results of the last financial year, are at least a million euros. 2-it is assumed that there is an appropriate degree of dispersion when the actions that are the subject of the application for admission to trading by the public scattered in a proportion of at least 25% of the subscribed capital represented by this category of action, or when, because of the large number of shares of the same class and the extent of your dissemination among the public , is assured a regular functioning of the market with a lower percentage. 3-in the case of an application for the admission of shares of the same class of shares already admitted, the adequacy of the dispersion by the public must be analysed in relation to the totality of shares admitted. 4-does not apply the provisions of subparagraph (b)) paragraph 1:00 pm cases of admission to trading of shares of the same class of already admitted. 5-the managing body of the regulated market may require higher market capitalisation 1 84 to that provided for in subparagraph (b)) of paragraph 1 if there is another national regulated market for which the requirements in this respect are equal to those referred to in the same paragraph.

Article 230 admission of debt securities to official stock market trading 1-can only be admitted to trading on market that form official listing obligations representing bond or loan any of your series whose amount is equal to or more than € 200 000. 2-the admission of bonds convertible into shares or right to subscribe for shares in the market that form official listing depends on prior or simultaneous acceptance of the actions giving rise to an entitlement or of shares belonging to the same category. 3-the requirement of paragraph 1 of this article may be waived by the SEC if it is allowed by the law of the issuer's personal and this demonstrate that the holders of the bonds have the information necessary to form a judgment founded about the value of the shares when the bonds are convertible. 4-the admission of bonds convertible into shares or right to subscribe for shares already admitted to trading on a regulated market situated or operating within a Member State of the European Union where the issuer has your thirst depends on prior consultation to the authorities of that Member State. 5-does not apply the provisions of paragraph b) of paragraph 3 of article 227.º and in (a)) and b) of paragraph 1 of article 228 of the admission of bonds: the Representative of national public debt) or foreign; b) Issued by the autonomous regions and local authorities in Portugal; c) issued by public institutes and Portuguese public funds; d) Guaranteed, and unconditionally, by the Portuguese State or foreign State; and) issued by public international bodies and international financial institutions. 85 Article 231.º special provisions on the admission of securities subject to foreign law 1-except in cases where the securities are admitted to trading on a regulated market situated or operating in a Member State of the European Union, the SEC may require the issuer to submit legal opinion stating that the requirements of paragraphs 1 and 2 and subparagraph 3 (a)) of paragraph 3 of article 2 227.º-[...]. 3 - […].

Article 232 [...]

1 - […]. 2-the managing body may authorise the conclusion of business on securities issued or to be issued, subject to a public offer for distribution on covering application for admission, in short time period prior to admission to market provided that subject to the condition that the acceptance becomes effective. 3-[previous No. 2].

Article 233 application for admission 1-[...]. 2 - [...]. 3 - [...]. 4-the issuer of securities admitted to trading on a regulated market shall, at the time asking for admission, appoint a representative with sufficient powers to the market relations and with the SEC. 86 article 234 1-admission Decision [...]. 2 - [...]. 3 - [...]. 4-When the managing body of the regulated market to admit securities to trading without the consent of the relevant issuer shall inform this accordingly.

Article 236 [...]

1 - [...]. 2-[...]: a) transferable securities referred to in (a)), b), c), (d)), f), (g)), h), (i)), j), l) and n) of paragraph 1 of article 111 and a) of paragraph 2 of article 134, under the conditions there laid down; b) […]; c) […]; d) […]; e) […]; f) […]; g) […]; h) […]. 3 - [...].

Article 244 [...]


1-the following entities send to SEC documents and information referred to in the following articles, up to the time of your disclosure, if another term is not especially provided for: 87 a) issuers, subject to personal status, of shares and debt securities with a nominal value of less than € 1,000 admitted to trading on a regulated market situated or operating in Portugal or in another Member State; b) issuers, with registered office in another Member State of the European Union, of the values referred to in the preceding sub-paragraph exclusively admitted to trading on a regulated market situated or operating in Portugal; c) issuers, whose registered office is located outside the European Union, of the securities referred to in (a) above) admitted to trading on a regulated market situated or operating in Portugal or in another Member State, provided that in the latter case, the sec is their competent authority; d) issuers of securities not covered by the above admitted to trading on a regulated market situated or operating in Portugal or in another Member State, provided that the sec is their competent authority. 2-people who have applied for admission to trading of securities referred to in the above without the consent of issuers whenever disclosing the information referred to in the following articles send it simultaneously to the CMVM. 3-The issuers of securities admitted to trading on a regulated market situated or operating in Portugal and in regulated market situated or operating in a State not belonging to the European Union send the SEC additional information which is relevant to the assessment of the securities, are obliged to provide the authorities of that State within the time limit laid down in the applicable legislation. 4-the required information in the following articles are: a) Disclosed in order to enable investors to the community fast access, within the time limits laid down, in particular and without specific costs to this information on a non-discriminatory basis; and 88 b) sent to the system laid down in article 367 5-For the purposes of point (a)) of the preceding paragraph the entities referred to in paragraph 1 must: a) Convey the information in full text unedited, and with regard to the information referred to in articles 245, 246.º and 246.º-A, limit yourself to disclose a statement informing the availability of that information and indicating the Internet sites In addition to the mechanism provided for in article 367, where information can be obtained; b) ensure that the transmission of information is made by a secure means, which minimizes the risk of data corruption and unauthorized access and ensuring the authenticity of the source of information; c) guarantee security of reception by the immediate correction of any failure or interruption in the transmission of information; d) ensure that the information transmitted is identifiable as information required by law and that allows the clear identification of the issuer, the subject of the information and the date and time of the transmission; and) notify the CMVM, the request, the name of the person who transmitted the information, validation of data security mechanisms employed, date, hour and a half in which the information has been transmitted and, if applicable, details of the embargo imposed on the dissemination of information. 6-SEC, as regards the information required and in any of the cases referred to in the following articles, you can: make them disclose) the expense of such entities obliged, if they refuse to abide by the orders that, pursuant to law, for they are given; b) decide to make them public through the system provided for in article 7 367-The issuers of securities admitted to trading on regulated market place and keep in your website for a year, unless other deadlines specifically laid down, all the information that 89 are obliged to make public under this code, of your regulation and legislation related material. 8-[previous paragraph 6].

Article 245 [...]

1-the entities referred to in paragraph 1 of article 244 disseminating, within four months of the close of the financial year and remain available to the public for five years: a) the management report, the annual accounts, the legal certification of accounts and other documents of account required by law or regulation, even if they have not been subjected to approval by the General Assembly; b) […]; c) explanations of each of the responsible persons of the issuer, whose names and functions shall be clearly indicated, where noted that, to the best of your knowledge, the information provided for in point (a)) was drawn up in accordance with the applicable accounting standards, giving a true and fair view of the assets and liabilities, financial position and results of the issuer and the undertakings included in the consolidation perimeter When applicable, and that the management report faithfully exposed by the evolution of the business, performance and position of the issuer and the undertakings included in the consolidation perimeter, as well as a description of the principal risks and uncertainties facing. 2-the report referred to in subparagraph (b)) of the preceding paragraph is disclosed in full, including: a) [...]; b) […]. 3-issuers are obliged to prepare consolidated accounts discloses the information referred to in paragraph 1 under the individual shape, drawn up in accordance with national legislation, and consolidated form drawn up in accordance with the 90 Regulation (EC) No 1606/2002. 4-issuers not required to prepare consolidated accounts discloses the information referred to in paragraph 1 under the individual shape, drawn up in accordance with national legislation. 5-[previous paragraph 4]. 6-the documents which form part of the report and the annual accounts are sent to the SEC as soon as they are made available to the shareholders.

Article 246.º [...]


1-The issuers of shares and debt securities referred to in paragraph 1 of article 244 disclosed until two months after the end of the first half of the financial year, in respect of the activity of that period, and remain available to the public for five years: a) the condensed set of financial statements; b) An interim management report; c) explanations of each of the responsible persons of the issuer, whose names and functions shall be clearly indicated, where noted that, to the best of your knowledge, the information provided for in point (a)) of paragraph 1 was prepared in accordance with the applicable accounting standards, giving a true and fair view of the assets and liabilities, financial position and results of the issuer and the undertakings included in the consolidation perimeter When applicable, and that the interim management report exposes faithfully the information required under paragraph 2. 2-the interim management report shall include at least an indication of important events that have occurred in the period to which it relates and the impact on their financial statements, together with a description of the principal risks and uncertainties for the following six months. 3-issuers are obliged to prepare consolidated accounts: a) shall draw up the financial statements in accordance with the 91 international accounting standards applicable to interim financial reporting adopted pursuant to Regulation (EC) No 1606/2002; b) the information referred to in (a) is only disclosed under consolidated form, unless the individual accounts contain significant information; c) issuers of shares should also include info on the main relevant transactions between related parties carried out during the first six months of the financial year which have significantly affected the financial situation or your performance as well as any changes to the information included in the previous annual report which is likely to have a significant effect on your financial position or performance in the first six months of the current financial year. 4-If the issuer is not required to prepare consolidated accounts, the condensed set of financial statements include at least one swing and a condensed income statement, drawn up in accordance with the principles of recognition and measurement applicable to the preparation of the annual financial reports, and explanatory notes to those accounts. 5-in the cases referred to in the preceding paragraph: a) the condensed balance sheet and the condensed income statement should present all headings and subtotals included in the latest annual financial statements of the issuer, and added additional items necessary if, due to omissions, the half-yearly financial statements reflect a misleading image of assets, liabilities, financial position and results of the issuer; b) the balance sheet should include comparative information referred to at the end of the immediately preceding financial year; c) the income statement should include comparative information on the same period of the previous financial year; d) the explanatory notes should include enough information to ensure the comparability of the financial statements 92 condensed half-yearly with annual financial statements and the proper apprehension, by users, of any significant change of amounts and developments in the six-month period in question reflected in the balance sheet and the profit and loss account; e) issuers of shares must include, at a minimum, information on the main relevant transactions between related parties carried out during the first six months of the financial year referring in particular the amount of such transactions, the nature of the relationship relevant and other information necessary for the understanding of the financial position of the issuer if such transactions are relevant and have not been concluded under normal market conditions. 6-for the purposes of point (e)) of the preceding paragraph, transactions between related parties can be assembled according to your nature, except where separate information is necessary for the understanding of the effects of the transaction on the issuer's financial position.

Article 247.º [...]

The SEC, by regulation, establish: a) [...]; b) documents to be submitted for compliance with the provisions of paragraphs 1 to 4 of article 245 and article 246.º; c) […]; d) […]; and) the contents and the duration of the quarterly disclosure of information and the contents of the interim administration information; f) […]; g) […]; h) the terms and conditions under which it's communicated and made accessible the information relating to the transactions referred to in article 248-B, in particular the possibility of such communication be held in aggregate, due to a certain amount and specific time period 1 93.

Article 249 [...]

1-the entities referred to in paragraph 1 of article 244 send to the SEC and to the managing body of the regulated market: a) [...]; b) […]. 2-the entities referred to in paragraph 1 of article 244 shall inform immediately the audience about:) [...]; b) alteration, assignment and payment or exercise of any rights attaching to securities admitted to trading or the actions to which they entitle, including indication of the procedures and the financial institution through which shareholders may exercise their financial rights; c) […]; d) issue of shares and debentures, with indication of privileges and guarantees that benefit, including information about any assignment procedures, subscription, cancellation, conversion, Exchange or refund; and amendments to the elements) have been required for the admission of securities to trading; f) the acquisition and disposal of own shares, where as a result of the same percentage of same exceed or becomes lower than the limits of 5% and 10%; g) the decision of the general meeting concerning documents of account. 3-The issuers of shares in paragraph 1 of article 244 disclosed the total number of voting rights and share capital at the end of each calendar month in which there is an increase or decrease of such total number. 4-the call for the Assembly of holders of debt securities admitted to trading on regulated 94 market must respect the provisions of paragraph 1 of article 23 Article 250 [...]


1-except as provided in articles 245 to 246.º-A, in point (a)) of paragraph 1 of article 249, a) to (d)) and f) of paragraph 2 of article 249 and paragraph 3 of article 249, the SEC may waive the disclosure of required information in previous articles when it is contrary to the public interest and can cause serious injury to the issuer , since the lack of disclosure does not mislead the public about facts and circumstances essential for assessment of securities. 2 - […].

Article 252 systematic internalisers are regulated in article 21 of Regulation (EC) no 1287/2006, of 10 August: a) the requirements for a financial intermediary be considered systematic internaliser; b) the procedure for the loss of capacity as a systematic internaliser in particular category of shares.

Article 253.º Information about offers 1-systematic internalisers shall disclose the firm's prices they propose negotiating shares admitted to trading on a regulated market for which there is a liquid market, whenever the amount of the offer is higher than the standard market size. 2-as regards the actions for which there is a liquid market, systematic internalisers shall disclose quotes to their clients on request. 95 3-actions should be grouped into classes based on the arithmetic average value of the orders executed in the market. 4-Each sale and purchase offer must include the price for one or more quantities up to standard market size for the class of shares to which belongs the action subject of the offer. 5-the price offered should reflect the prevailing market conditions for that share. 6-disclosure to the public referred to in paragraph 1 shall take place so easily accessible, regular and continuous mode, during normal trading hours, and reasonable commercial basis. 7-Are laid down in articles 22, 23, 24 and 29 to 32 of Regulation (EC) no 1287/2006, of 10 August and in CMVM regulation: a) the concept of net market; (b)) the standard market size for each class of shares; (c)) the conditions under which the prices offered comply with the provisions of paragraph 4; d) term and means of dissemination of offers.

Article 254 1 action Classes-where the Portuguese market is considered, for a given action, the most relevant market in terms of liquidity, the CMVM, annually, must determine and disclose the class of shares to which it belongs, as defined in paragraph 3 of the preceding article. 2-the determination provided for in paragraph 1 shall be based on: a) the concept of the most relevant market in terms of liquidity as defined in article 9 of Regulation (EC) no 1287/2006, of 10 August; b) liquidity indicators referred to in article 9 of Regulation (EC) no 1287/2006, of 10 August.

96 Article 255 Update and withdrawal of offers systematic internalisers may at any time update their price offerings, and may withdraw in exceptional market conditions.

Article 256 Access to offers 1-systematic internalisers shall draw up clear rules based on your business policy and objective and non-discriminatory criteria, relating to the investors who provide access to their quotes. 2-Notwithstanding the provisions of article 328(1), systematic internalisers may: a) refuse to initiate or terminate business relations with investors for commercial reasons, such as the investor's financial situation, the counterparty risk and the final settlement of the transaction; b) Limit, in a non-discriminatory manner, the number of orders for a customer who undertake to perform under the conditions disclosed in order to reduce the risk of exposure to multiple transactions from the same client; c) Limit, on a non-discriminatory basis, the total number of concurrent operations of different clients, when the number or amount of client orders exceed considerably the normal, in accordance with the provisions of article 25 of Regulation (EC) no 1287/2006, of 10 August.

Article 257 execution of orders and change of the price offered 1-systematic internalisers shall execute the orders they receive from their customers, 97 in relation to actions for which they are systematic internalisers, prices for you disclosed at the time of receipt of the order. 2-systematic internalisers may execute orders received from a client who is a qualified investor at a better price, provided that: a) the new price is within a range of variation, released to the public and around market conditions; (b)) the order quantity received is higher than the volume of orders given by an investor usually unqualified, as defined in article 26 of Regulation (EC) no 1287/2006, of 10 August. 3-systematic internalisers may execute orders received from clients who are qualified investors at prices different from those offered and without compliance with the conditions set out in the preceding paragraph, in the case of operations resulting from partial executions or orders subject to conditions other than the current market price, as set out in article 25 of Regulation (EC) no 1287/2006 , of 10 August. 4-a systematic internaliser to do quotes for a single quantity, or whose greatest amount is lower than the standard market size, and receive an order from a customer with dimension higher than the amount of your offer but less than the standard market size, may decide to perform the part of the order that this exceeds the amount of your offer as long as the run at the price indicated or the other price, in the latter case if permitted under paragraphs 2 and 3. 5-where the systematic internaliser do quotes for different amounts and receive an order between these same quantities which decides to run, you must run the order to one of the published prices or other price, in the latter case if permitted under paragraphs 2 and 3.

98 Article 1-Scope 258.º the provisions of this chapter shall apply to all transactions in which an entity has assumed the position of central counterparty. 2-When an entity to assume the position of counterparty in operations, these are only effective to her after your registration. 3-transactions in regulated market or multilateral trading system on the financial instruments referred to in subparagraphs (a) (d)) and e) of paragraph 1 of article 2 requires the interposition of a central counterparty.


Article 259.º operations management 1-the central counterparty must ensure proper management of operations, in particular: a) the register of positions; b) the management of the guarantees provided, including the Constitution, strengthening, reduction and release; c) profit and loss adjustments arising from operations recorded. 2-When the defense on the market so requires, the central counterparty may, in particular: a) Determine the necessary measures to reduce the risk exposure of a clearing member, in particular ending; b) Promote the transfer of positions to other compensating members; c) Determine the reference prices of form other than provided for in the rules. 3-open positions in the instruments referred to in points (a) to (d)) and e) of paragraph 1 of article 2 may be terminated before the expiration date of the contract, by opening reverse positions. 4-compensating members are accountable to the 99 central counterparty obligations resulting from transactions by you assumed, for your account or on behalf of the members to whom negotiators have assumed the function of clearing operations.

Article 260.º 1 risk Minimization-the central counterparty to take appropriate measures to minimise the risks and the protection of the compensation system and markets, and to evaluate at least annually, your level of exposure. 2-for the purposes of the preceding paragraph, the central counterparty:) should adopt secure systems of risk management and monitoring; b) should establish appropriate procedures to deal with failures and breaches of its members; c) can create funds, ultimately, distribution of losses among all compensating members. 3-the central counterparty shall identify the respective sources of operational risk and minimize them through the establishment of appropriate systems, controls and procedures, in particular by developing contingency plans.

Article 261.º Banks and other warranties 1-exposure to risk of central counterparty and its members must be covered by bonds, designated banks, and other warranties, unless, depending on the nature of the operation, to be dispensed in the cases and in accordance with the established in the CMVM regulation. 2-the central counterparty must set the margins and other guarantees to provide for its members based on parameters of risk must be subject to regular review. 3-The compensating members are responsible for the Constitution, strengthening or replacement of collateral. 100 4-the collateral must be provided through: the financial collateral agreement provided for) in Decree-Law No. 105/2004, of May 8, on financial instruments of low risk and high liquidity, free from any burden or cash deposit in authorized institution; b) bank guarantee. 5-About the data values in deposit cannot be constituted other warranties. 6-compensating members must adopt procedures and measures to cover adequately the risk exposure and should require its clients or members to whom negotiators have taken compensation delivery functions of banks and other guarantees, as defined by contract concluded.

Article 262.º extrajudicial execution of securities 1-the financial instruments received in collateral may be sold out of court for satisfaction of the obligations secured operations or emerging as a result of the closure of positions of the members that have rendered the security. 2-the extrajudicial execution of securities must be carried out by the central counterparty, through financial intermediary, whenever that this nature magazine.

Article 263 asset Segregation the central counterparty must adopt a structure which allows adequate segregation of assets between financial instruments own of its members and those belonging to customers.

101 Article 264 Participants 1-the central counterparty must define the conditions of access for compensating members and the obligations incumbent on them to ensure high levels of solvency and limitation of risks, in particular by requiring them to possess sufficient financial resources and are equipped with a robust operational capability. 2-the central counterparty shall adopt appropriate procedures to compliance monitoring, on a regular basis, the requirements of access for members.

Article 265 central counterparty rules 1-the central counterparty must adopt transparent and non-discriminatory rules, based on objective criteria, to ensure the proper performance of its functions, relating, inter alia, to the matters referred to in articles 259.º, 260.º, 261.º, 263 and 264 2-the rules referred to in the preceding paragraph are subject to registration in the SECURITIES MARKET, which aims to verify your sufficiency , appropriateness and legality. 3-after registration at the SEC, the central counterparty publishes the rules adopted, which shall enter into force on the date of publication or another in it. 4-the SEC defines, in regulation, subject to registration and the process.

Article 226 [...]

1-The settlement systems of financial instruments are created by written agreement by which to establish common rules and standard procedures for the execution of transfer orders between the 102 participants of financial instruments or their rights. 2 - […]. 3-money transfers associated with transfers of financial instruments or the inherent rights and the guarantees relating to transactions in financial instruments form an integral part of the settlement systems.

Article 268 [...]

1 - […]. 2 - […]: a) […]; b) managing bodies of regulated markets, multilateral trading systems and settlement systems; c) managers of clearing house and central counterparty. 3 - […]: a) […]; b) settlement systems managers; c) managers of clearing house and central counterparty. 4 - […]. 5 - […]. 6 - […].

Article 269 [...]

1 - […]. 2-the rules referred to in the preceding paragraph are subject to registration in the SECURITIES MARKET, which aims to verify your sufficiency, adequacy and legality. 103 3-after registration at the SEC, the managing body of the settlement system publishes the rules adopted, which shall enter into force on the date of publication or another on them.

Article 271.º [...]


1-The settlement systems of financial instruments, other than those which are managed by the Bank of Portugal, are recognized by registration in SEC. 2 - […]. 3 - […].

Article 274 [...]

1-The transfer orders are entered into the system by participants or, by delegation of these, the managing body of the market where the financial instruments were traded or by the entity that performs the functions of the clearing house and central counterparty in respect of transactions carried out in this market. 2 - [...]. 3 - [...].

Article 276.º [...]

The compensation made under the settlement system has finality and is carried out by the system itself or by an entity to take over functions of clearing house end of this.

104 Article 278.º [...]

The liquidation of the regulated market shall be organized in accordance with principles of efficiency, reducing the systemic risk and the concurrency credits in financial instruments and cash.

Article 279 [...]

1 - [...]. 2-the obligation referred to in the preceding paragraph is up to the participant who has entered in the transfer order system or that have been indicated by the managing body of the market where they have carried out operations to liquidate or by the entity that performs the functions of the clearing house and central counterparty for these operations. 3 - [...]. 4 - [...].

Article 281 [...]

1 - […]: a) […]; b) entities that assume the functions of the clearing house and central counterparty; c) centralized systems managers of securities; d) Portugal Bank or credit institution, if the managing body of the system is not allowed to receive cash deposits; and Other settlement systems). 2-The connection agreements are registered in SEC.

105 Article 283.º [...]

1-the submission to the insolvency proceedings or the application for a declaration of this, company recovery or settlement of any participant does not have retroactive effects on the rights and obligations arising out of your participation in the system or associated with it. 2 - […]. 3 - […].

Article 284.º [...]

1-Without prejudice to the provisions of Decree-Law No. 105/2004, of May 8, the guarantees of obligations arising out of the operation of a settlement system are not affected by the opening of insolvency proceedings, company recovery or improvement of the entity guarantees, reverting only to the bankruptcy or to the company recovering the balance or sanitation that eventually established after the fulfilment of the obligations guaranteed. 2 - […]. 3 - […]. 4-If the financial instruments covered by warranty in accordance with this article are registered or deposited in centralised system located or operating in a Member State of the European Community, determining the rights of the beneficiaries of the guarantee shall be governed by the law of that Member State, provided that the guarantee has been registered in the same centralized system.

Article 289 [...]

1-[...]: a) the services and investment activities in 106 financial instruments; b) ancillary services and investment activities; c) […]. 2 - […]. 3-the provisions of the preceding paragraph shall not apply: a) to members of the European system of central banks in the performance of their duties, and to the State and other public bodies in the framework of the management of public debt and State reserves; b) persons which provide investment services exclusively for your parent company, a subsidiary of this, or to your own branch; c) to people who provide investment advice in addition to normal and not specifically remunerated occupation of different ending of the provision of investment services; d) people whose sole activity of investment dealing on own account as long as they are not market makers or entities that deal on own account outside a regulated market or a multilateral trading system, on an organised, frequent and systematic basis by providing a system accessible to third parties for the purpose of negotiating with them; e) persons which provide exclusively or in combination with the activity described in subparagraph (b)), investment services relating to the management of systems of participation of workers; f) persons which provide investment services, or engage in investment activities, consisting exclusively in dealing on own account on markets in the long term or, in this case with the only purpose to cover positions in derivatives markets, or in negotiation or participation in the formation of prices on behalf of other members of those markets, and which are guaranteed by a clearing member to the same acts When responsibility for the execution of contracts is assumed by one of those members; g) persons whose main business consists of dealing on own account in commodities, in derivatives on 107 goods, or both, provided they do not act as part of a group whose main activity consists in the provision of other investment services or banking in nature; h) to persons who trade financial instruments on its own account or providing investment services in commodity derivatives or derivative contracts referred to in (ii)) and iii) of point (d)) and e) of paragraph 1 of article 2, provided that such activities are pursued secondarily in the context of a group whose main activity consists in the provision of investment services or banking in nature; I) people who exercise, principally, any of the services listed in (c)), d) and (g)) of article 291.º, as long as you don't act within a group whose main activity consists in the provision of investment services or banking nature. 4-the provisions of articles 294-the 294-D, 306 to 306-308 the 308-D,, 309-D, 313, 314 the 314-D, the 317-317 (D) shall not apply to the management of collective investment institutions.

Article 290 investment services and activities Are services and investment activities in financial instruments:) [...]; b) […]; c) […]; d) the underwriting and placement with or without warranty in public offering of distribution; and) dealing on own account; f) the investment advice; g) the management of multilateral trading system.

108 Article 291.º [...]


Are services ancillary services and investment activities: a) the registration and deposit of financial instruments, as well as the services related to your guard, as the Treasury or management of securities; b) […]; c) preparation of investment research and financial analysis or other forms of general consultancy relating to transactions in financial instruments; d) [...) and) [...) f) [...) g) services and activities set out in article 290, when related to the assets underlying the financial instruments referred to in subparagraphs ii and iii))) (d) and (e)) of paragraph 1 of article 2.

Article 292.º advertising and prospecting advertising and prospecting aimed at financial intermediation contracts or the collection of information on current or potential customers may only be performed: a) By authorized financial intermediary to engage in the activity in question; b) For tied agent, under the conditions laid down in articles 294-the 294-D.

Article 293 [...]

1-Are financial intermediaries in financial instruments:) [...]; 109 b) [...]; c) […]. 2-Are investment firms in financial instruments:) [...]; b) [...]; c) [...]; d) mediating companies money and foreign exchange markets; and) the investment advice; f) asset management companies of multilateral trading systems; g) others which are qualified as such by law, or which are not credit institutions, are people whose activity, usual and professionally conducted, consist in providing to third parties, investment services or investment activities.

Article 294 investment advice 1-term investment advice the provision of advice to a client, the quality of your actual or potential investor, or at the request or on the initiative of the consultant in respect of transactions relating to securities or other financial instruments. 2-the investment advice may be exercised: the) By authorized financial intermediary to engage in this activity, in respect of any financial instruments; b) By investment advisers for securities. 3-investment consultants may also be authorized to provide the service of reception and transmission of orders in transferable securities provided that: a) the transmission of orders to financial intermediaries referred to in paragraph 1 of article 293; b) does not hold funds or securities belonging to clients. 110 4-investment consultants apply the General rules provided for in the financial intermediation activities, mutatis mutandis.

Article 295.º [...]

1 - […]. 2-the registration of financial intermediaries whose activity consists exclusively in the management of multilateral trading systems are governed by the provisions of Decree-Law No. _ _, _ _ _ _ [LEG). 3-[previous No. 2].

Article 297 [...]

1-[...]: a) each of the intermediation activities in financial instruments to the financial intermediary intends to exercise; b) identification of the representatives of the financial intermediary and the people who actually drive or enforce any activity is recorded. 2 — […]. 3-Notwithstanding the provisions of paragraph 1, the PORTUGUESE SECURITIES MARKET COMMISSION organizes and disseminates a list containing the elements identifying information of financial intermediaries recorded under articles 66 and 67 of the general scheme of credit institutions and financial corporations.

Article 298° registration process 1-the initial registration and the endorsements the registration of amendments to the elements referred to in paragraph 1 of the preceding article depends on 111 application, which must be accompanied by the documents necessary to demonstrate that the financial intermediary has the human, material and technical resources required for the activity or other elements that document the amendment in question. 2-the SEC, through inspection, can verify the existence of the means referred to in the preceding paragraph. 3 - […]. 4 - […]. 5 - […].

Article 299 implied decision rejecting the register considers refused if the SEC didn't perform within 60 days: a) [...]; b) […].

Article 301 1 investment consultants-the pursuit of the activity of investment consultants depends on record in SEC. 2-the registration is granted to natural persons suitable to demonstrate adequate competence have activities and material means sufficient or legal persons demonstrating respect requirements equivalent.

Article 303.º [...]

1 - […]. 2-cancellation decision that is not based on any withdrawal or 112 caducity of authorisation must be preceded by a favourable opinion of the Bank of Portugal, to be issued within 15 days, except in the case of investment advice companies. 3-the decision of cancellation must be notified to the Banco de Portugal and the competent authorities of the Member States of the European Union where the branches or financial intermediary service.

Article 304 .° 1-Principles [...]. 2 - […]. 3-to the extent necessary for the fulfilment of their duties in the provision of the service, the financial intermediary should inform the client about their knowledge and experience with regard to the specific type of product or service offered or sought, as well as, if applicable, on the financial situation and investment objectives of the client. 4 - […]. 5-these principles and duties referred to in the following articles shall apply to holders of the Board of Directors of the financial intermediary or the tied agent, the people who actually direct or oversee each activity and intermediation to employees of the financial intermediary, the tied agent or subcontractors.

Article 305 .° General requirements


1-the financial intermediary must keep your business organization equipped with the human, material and technical means necessary to provide their services in appropriate conditions of quality, professionalism and efficiency and in order to avoid wrong or negligent procedures and, in particular: 113 a) adopting an organisational structure and decision-making procedures that specify the communication channels and assign roles and responsibilities; b) ensure that the persons referred to in paragraph 5 of article 304.º, be aware of the procedures to follow for the proper execution of their responsibilities; c) Ensure compliance with the procedures adopted and the measures taken; d) Adopt effective means of reporting and communication of information; and Keep records of their activities) and internal organisation; f) ensure that several functions by persons referred to in paragraph 5 of article 304.º not prevents them from performing any particular function efficiently, honest and professional; g) Adopt appropriate systems and procedures to safeguard the security, integrity and confidentiality of the information; h) adopt a policy of continuity of its activities aimed at ensuring, in the case of an interruption of their systems and procedures, the preservation of data and essential functions and the pursuit of their financial intermediation activities or, if this is not possible, the rapid recovery of the data and functions and the quick resumption of those activities; I) Adopt an accounting organization that will allow you, at all times and so immediately, the timely submission of financial reports to reflect a true and fair view of the financial situation and your complying with all applicable accounting standards and rules, in particular with regard to asset segregation. 2-for the purposes of subparagraphs (a)) f) of the preceding paragraph, the financial intermediary must take into account the nature, scale and complexity of its activities, as well as the type of financial intermediation activities provided. 3-3-the financial intermediary must monitor and evaluate regularly 114 the adequacy and effectiveness of systems and procedures established for the purposes of paragraph 1, and take appropriate action to correct any deficiencies.

Article 306 general principles 1-[...]. 2 – […]. 3 – […]. 4-investment firms may not use on your interest or in the interest of third parties the cash received from customers. 5-for the purposes of the preceding paragraphs, the financial intermediary must: a) Conserve the records and accounts as are necessary to allow you, at any time and so instantly distinguish the goods belonging to a customer of the heritage belonging to the assets of any other client, as well as of goods belonging to your own heritage; b) Keep the records and accounts organized to ensure your accuracy and, in particular, your correspondence with the financial instruments and the money of customers; c) Perform, as often as necessary and at least monthly, reconciliations between their internal accounts records and those of any third party on behalf of whom holds thereon; d) take the necessary measures to ensure that any client financial instruments deposited or registered with a third party, are identifiable separately from the financial instruments belonging to the financial intermediary, through accounts with a separate accounting of the third holder or by other equivalent measures that guarantee the same level of protection; e) take the necessary measures to ensure that the clients ' funds held in an account or accounts identified separately deal with 115 any accounts used to hold money from the financial intermediary; and f) organisational provisions to minimize the risk of loss or diminution of value of client assets or rights pertaining to such assets, as a result of misuse of the assets, fraud, mismanagement, inadequate record-keeping or negligence. 6-If, due to applicable law, including in particular the legislation relating to property or insolvency, the measures taken by the financial intermediary in compliance with the provisions of paragraph 1, are not sufficient to satisfy the requirements of paragraphs 1 and 2, the SEC determines the measures to be adopted in order to comply with these obligations. 7-If the law applicable in the country in which they are detained the goods from customers prevent financial intermediary to comply with subparagraphs (a) (d)) or e) of paragraph 5, the SEC establishes the requirements with an equivalent effect in terms of safeguarding customers ' rights. 8-where, in accordance with subparagraph (c)) of paragraph 5, if I detect discrepancies, these should be settled as soon as possible. 9-If the differences referred to in paragraph 1 persists for a period exceeding one month, the financial intermediary should inform the SEC of the occurrence. 10-the financial intermediary communicates to the CMVM, immediately, of any facts liable to affect the safety of the property belonging to the heritage of the customers or generate risk for the other financial intermediaries or to the market.

Article 307 [...]

1-intermediate financial accounting should reflect daily, for each customer, the credit balance or debtor in money and financial instruments. 2 – […]. 116 3 – orders and negotiate decisions are recorded in accordance with article 7 of Regulation (EC) no 1287/2006, of 10 August. 4 – the elements that should be recorded by the financial intermediary upon receipt of an order, your transmission or receipt of the confirmation of execution set out in article 8 of Regulation (EC) no 1287/2006, of 10 August.

Article 308 scheme


1-subcontracting with third parties of financial intermediation activities or for the performance of operational functions which are essential to the provision of services on an ongoing basis and in terms of quality and efficiency, assumes the financial intermediary, the measures necessary to avoid operational risks arising out of the same additional and can only be held if it does not harm the internal control to be performed by the financial intermediary or the ability of the competent authority monitoring compliance with by this of the duties that are imposed by law or by regulation issued by public authority. 2-An operational function is considered essential to the provision of investment services and the performance of investment activities on a continuous basis and in terms of quality and efficiency, if a fault in your exercise significantly harm the fulfilment, by the financial intermediary subcontractor, the duties to which it is subject, its financial results, or the continuity of its investment services and activities.

3-Exclude, in particular, with the provisions of the preceding paragraph: a) the provision to the financial intermediary or consultancy services other services which do not form part of the financial intermediation activities, including legal services, training of employees, turnover, advertising and security; 117 (b)) the procurement of standardized services, including market information services and the provision of information on actual prices.

Article 309 .° General principles 1-the financial intermediary must organize themselves in order to identify potential conflicts of interest and act in order to avoid or to minimize the risk of your case. 2 - […]. 3-the financial intermediary should give prevalence to the interests of the client, both in relation to their own interests or companies with which it is in a dominant position over the latter nor of group, as compared to the interests of the holders of their governing bodies or of tied agent and employees of both. 4-whenever the financial intermediary to perform operations to satisfy orders from customers shall make available these financial instruments for the same price for the acquired.

Article 310 [...]

1 — the financial intermediary must not incite their customers to carry out repeated operations on financial instruments or perform on their own, when such operations have as their main purpose the collection of commissions or other purpose alien to the interests of the client. 2 — […]. 3 — […].

118 Article 311 [...]

1 — […]. 2 — […]: a) […]; b) apparent transfer, simulated or synthetic financial instruments between different portfolios; c) execution of orders aimed at defrauding or significantly limit the effects of auction, assessment or other form of allocation of financial instruments; d) […]. 3 – […].

Article 312° Duties of information 1-the financial intermediary must provide, in respect of services that offer, as may be requested or that actually pay, all the information needed for an informed and reasoned decision-making, including in particular those concerning: a) to the financial intermediary and the services rendered by you; (b)) to the nature of non-qualified investor, qualified investor or client and counterparty to your eventual right to require a different treatment and any limitations to the level of protection that this implies; (c)) the origin and nature of any interest that the financial intermediary or the people who act in his name have in the service to be provided; d) financial instruments and proposed investment strategies; and special risks involved) in operations to be carried out; f) your execution policy and, where appropriate, the possibility of execution of client orders outside regulated 119 market or multilateral trading system; g) to the existence or non-existence of any trust fund or equivalent protection covering the services to be provided; h) at the cost of the service to be provided. 2 – […]. 3 – […]. 4-the information referred to in paragraph 1 must be made in writing even under standardized way. 5 – where, in this subsection, if it establishes that the information must be provided in writing, the information should be provided on paper unless: a) the provision of information in another support is appropriate in the context of the current or future relationship, between the financial intermediary and the investor; and (b)) the investor has expressly chosen the provision of information on paperless. 6-it is assumed that the provision of information through electronic communication is appropriate to the context of the relationship between the financial intermediary and the investor has indicated an e-mail address for the contact in the ambit of that achievement. 7-the information provided for in articles 312-C 312-G can be provided through a website, if the investor has expressly consented and since: a) the provision in that your support is appropriate in the context of the current or future relationship, between the financial intermediary and the investor; b) the investor has been notified electronically of the address of the website and the site in the same access to information; c) is continuously accessible, for a reasonable period so that the investor can consult.

120 Article 313 general prohibition and duty of disclosure


1-the financial intermediary cannot, with respect to the provision of a financial intermediation activity, offer the customer or third parties or of them receive any fee, Commission or non-monetary benefit, unless: a) the existence, the nature and amount of the fee, Commission or benefit, or, if the amount cannot be ascertained, the method for calculating your , are disclosed to the client so full, true and clear, before the provision of the financial intermediation activity concerned; b) payment of the fee or Commission, or the granting of non-monetary benefit to strengthen the quality of the activity provided to the client and does not take away from the respect of the duty to act in the sense of protection of the legitimate interests of the customer; (c) the payment of adequate remuneration), such as costs of custody, clearing and exchange fees, mandatory fees or expenses of litigation, enable or are necessary for the provision of financial intermediation activity. 2-the financial intermediary may, for the purposes of point (a)) of the preceding paragraph, divulge information about commissions in terms summarized, obstacles to the duty to disclose the additional information that is requested by the client.

Article 314 general principle 1-the financial intermediary must ask the customer information regarding his knowledge and experience in the field of investment in relation to the type of security or service considered. 2-If, on the basis of the information received under the provisions of the preceding paragraph, the financial intermediary to judge the operation found that client should warn you, in writing, to this fact. 121 3-in the case of the client refuses to provide the information referred to in paragraph 1 or does not provide sufficient information, the financial intermediary must warn you, in writing, to the fact that this decision does not allow you to determine the adequacy of the operation considered to their circumstances. 4-the warnings referred to in paragraphs 2 and 3 may be made of standardized way.

Article 315 information to SEC 1-financial intermediaries established in national territory and financial intermediaries based in other Member States of the European Union established in Portugal through a branch, in this case in respect of transactions carried out from this, shall notify the CMVM transactions which are subject to financial instruments admitted to trading on a regulated market situated or operating in a Member State of the European Union. 2-the communication referred to in the preceding paragraph shall be made in accordance with the provisions of articles 12 and 13 of Regulation (EC) no 1287/2006, of 10 August and in CMVM regulation. 3-the financial intermediary can fulfill the duty of communication referred to in paragraph 1 through third party acting on your behalf or through a system of notifications of transactions approved by the SEC. 4-the PORTUGUESE SECURITIES MARKET COMMISSION, by regulation, determine that the notification provided for in the preceding paragraphs is communicated to the SEC by the managing body of the regulated market or MTF through which the transaction has been completed. 5-in the case referred to in the preceding paragraph, the financial intermediary is relieved of duty of communication provided for in paragraph 1. 6-When the SEC receives a branch the information provided for in this article, forward them to the competent authority of the Member State of the European Union that has allowed the firm to which the branch belongs, unless this declare you do not wish to receive them. 122 7-the information received pursuant to this article shall be transmitted by the SEC to the competent authority of the most liquid market for the financial instruments concerned by the notified operation, as defined in article 9 of Regulation (EC) no 1287/2006, of 10 August. 8-the SEC shall establish regulations necessary for the implementation of the provisions of this article.

Article 316 Information about transactions carried out outside the regulated market or MTF the provisions of paragraphs 3 to 6 of article 222.º shall apply to financial intermediaries for transactions running on his own account or on behalf of clients, outside the regulated market or MTF, on shares admitted to trading on a regulated market.

Article 1 General provisions 317 – the financial intermediary must establish, in writing, an internal policy that will allow you, at all times, knowing the nature of each client, as unqualified or qualified investor, and adopt the procedures necessary for the implementation of the same. 2-the financial intermediary may, on your own initiative, treat: a) Any qualified investor as unqualified investor; b) an eligible counterparty as well qualified in accordance with paragraph 1 of article 317-D as a qualified investor or as unskilled investor.

123 Article 318 [...]

1 – […]: a) […]; b) [previous subparagraph (c))]; c) [Former subparagraph (d))]; d) The minimum duties for the maintenance of records; e) […]; f) […]; g) the policies and procedures of the financial intermediaries regarding the categorisation of investors and the evaluation criteria for the purposes of qualification; h) Circumstances that should be considered for the purposes of application of the duties relating to enforcement systems, risk management and internal audit, taking into account the nature, scale and complexity of the financial intermediary activities, as well as the type of financial intermediation activities provided; I) content of the report to be prepared by the auditor concerning the safeguarding of assets; j) Terms in that financial intermediaries must provide to SEC info on the policies and procedures adopted to comply with the obligations relating to the internal organisation and the exercise of the activity. 2 – the Bank of Portugal should be heard in the elaboration of the regulations referred to in points (a) h) j) of the preceding paragraph.

Article 319.º intermediation Activities [...]:) [...]; b) the pursuit of the activity of tied agent, particularly in relation to information required 124 to the financial intermediary, the criteria for assessing the suitability and adequacy of training and professional experience, the content of the contract for the exercise of the activity; c) realising the contents of the description of the risks referred to in paragraph 2 of article 312.

Article 320 investment Consultants


The SEC draws up the regulations necessary for the implementation of the provisions of this title on the pursuit of the activity of investment consultants, in particular with regard to the following matters: a) particulars required to proof the requirements to register for the exercise of the activity; b) internal organization; c) Periodicity and content of information to be provided by investment advisers to SEC.

Article 321 [...]

1 – financial intermediation contracts concluded with unqualified investors are the written form and only these may invoke the nullity resulting from non-compliance. 2 – The contracts referred to in the preceding paragraph may be concluded on the basis of general clauses. 3-financial intermediation contracts shall apply the system of general contractual terms, being for that purpose unskilled investors equated to consumers. 4-[previous paragraph 3] 125 Article 322 [...]

1 – […]. 2 – […]. 3 – […]: a) […]; b) […]; (c)) the financial intermediary has to your Office the registration or deposit of financial instruments belonging to the investor. 4 – […]. 5 – the investment consultant cannot make contact with unqualified investors that these have not been requested.

Article 323.º information Duties in the framework of the implementation of orders 1-where it has executed an order on behalf of a client, the financial intermediary must: a) inform the customer promptly and in writing on the implementation of the same; b) in the case of a non-qualified investor, send a note of execution of the operation, confirming the execution of the order as soon as possible and no later than the first business day following execution or, if the confirmation is received from a third party, no later than the first working day following the receipt by the financial intermediary, this confirmation. 2-in the case of order on bonds issued in the framework of mortgage loans granted to clients who issued the order, information on your execution shall be transmitted together with the extract on the mortgage loan, no later than one month after the execution of the order. 3-at the request of the customer, the intermediary must provide information about the State of the order. 126 4-in the case of a non-qualified investor orders, relating to units or equity of undertakings for collective investment and run periodically, the financial intermediary must send at least semi-annually, the communication referred to in subparagraph (b)) of paragraph 1 or provide the client the information indicated in the following paragraph. 5-the execution of the operation referred to in point (b)) paragraph 1 includes where relevant in accordance with table 1 of annex I to Regulation (EC) no 1287/2006, of 10 August: a) the identification of the financial intermediary that presents the information; b) identification of the customer; c) the trading day; d) the trading time; and) order brand; f) identification of the negotiation; g) identification of the financial instrument; h) buy/sell indicator; I) the nature of the order, when there is an order to buy/sell; j) the quantity; l) the unit price; m) financial contribution; n) the total amount of the commissions and expenses charged and, at the request of an investor, a breakdown by heading; the client's responsibilities in respect of) the settlement of the transaction, including the time limit for payment or delivery and the appropriate information about the account, in case you have not been notified previously; p) in the case of the client's counterparty being your own financial intermediary or any entity of the same group or another client, the mention of that fact, unless the order has been executed through a trading system that facilitates anonymous trading. 6-For the purposes of point (a) l) of the preceding paragraph, where the order is executed by 127 parcels, the financial intermediary can provide information about the price of each tranche or its average price, in the latter case without prejudice to the right of the client request information about the price of each parcel. 7 – the financial intermediary can provide to the client the information referred to in paragraph 5 in aggregate, through harmonised codes, if also present an explanation of the codes used. 8-every note of implementation refers to a single day and is made in duplicate and the original to the originator and a duplicate, the required file financial intermediary.

Article 325 [...]

As soon as we receive an order for the execution of transactions in financial instruments, financial intermediaries must:) [...]; b) […].

Article 326 [...]

1 – […]. 2 – […]. the) do not make proof of availability of financial instruments to divest; (b)) has not promoted the blocking of financial instruments to divest, when required by the financial intermediary; c) […]; d) […]. 3 – […]. 4 – […].

128 Article 327 [...]

1-orders may be given orally or in writing. 2-orders given orally and in person must be reduced to writing by the receiver and signed by the originator. 3-the financial intermediary should secure the orders transmitted by phone in addition to support, to ensure adequate levels of readability, durability and authenticity, and inform the client of this record. 4-the financial intermediary can override the reduction to written orders by the insertion of the map offers in the trading system, as long as you keep the record of the elements referred to in article 7 of Regulation (EC) no 1287/2006, of 10 August.

Article 328(1) processing of client orders


1 - […]. 2 - […]. 3-the intermediaries must ensure the possibility of reconstitution of the internal circuit have followed orders to your transmission or execution. 4-in the execution of orders, the financial intermediary must: a) Register and proceed to your orders execution of sequential mode and promptly unless the characteristics of the order or prevailing market conditions the impossibilitarem or if that does not allow the interests of the client; b) inform unqualified investors about any special difficulty in the proper implementation of your orders. 5-Except otherwise statement of the ordnance, orders with a price specified limit or better and for a specified volume related to shares admitted to trading on regulated market 129 that are not immediately executable, must be disclosed in accordance with article 30 of Regulation (EC) no 1287/2006, of 10 August. 6-the SEC may waive compliance with the duty of disclosure provided for in paragraph 1 in the case of orders whose volume is high relative to the standard market size as defined in article 20 of Regulation (EC) no 1287/2006, of 10 August.

Article 329.º [...]

1-[...] 2-modification of an order to perform in the regulated market or MTF is a new order.

Article 330° best execution 1 – [...]. 2-in the absence of indications of the originator, the financial intermediary must execute the orders under the best conditions, particularly in terms of price, costs, speed, likelihood of execution and settlement, volume, nature or any other consideration relevant. 3 – […]. 4-the execution of client orders outside regulated market or multilateral trading system depends on express written consent of the originator, which can be given in the form of a general agreement or in respect of each transaction. 5 – the financial intermediary must establish an execution policy that: (a)), may be obtained for the client orders, the best conditions referred to in paragraph 2 and include at least the negotiating structures that make it possible to obtain, so reiterated, that result; 130 b) for each type of financial instrument, includes information about the different negotiating structures and the determinants of your choice. 6-the provision of services to the client assumes that this gave the nod to your execution policy, or any change to this, under which have been previously transmitted. 7 – the financial intermediary demonstrates, at the customer's request, that his orders were carried out in accordance with the execution policy that was transmitted.

Article 331.º best execution criteria 1-for the purposes of determining the relative importance of the factors set out in paragraph 2 of the preceding article, the financial intermediary should consider the features:), including your client nature of investor unqualified or qualified investor; b) order; c) financial instruments which are the subject of the order; d) negotiating structures for which the order can be directed. 2-term structure of trading a regulated market, an MTF, a systematic internalizador or a market maker or other liquidity provider or an entity performing similar functions in a third country at performed by any of the entities referred to. 3 – whenever a financial intermediary executes an order on behalf of a non-qualified investor, the best conditions are determined in terms of financial global counterpart, represented by the price of the financial instrument and the costs related to your execution, including all expenses incurred by the client and which are directly related to the execution of the order, as commissions from trading structure , commissions or compensation 131 settlement and any other commissions paid to third parties involved in the execution of the order. 4 – where the order can be executed in more than one space or a trading organisation, the middleman, to assess the best conditions, should consider commissions for you charged to the client for the execution of orders in each structure. 5 – the financial intermediary may not structure or change your commissions in order to introduce unjustified discrimination between trading structures. 6-the financial intermediary must evaluate annually the execution policy, in particular in relation to trading structures, in order to identify and, if necessary, correct any deficiencies. 7 – this test must also be performed whenever a relevant change occurs, likely to affect the financial intermediary's ability to continue to obtain the best possible results with regard to the implementation of orders from their customers, consistent basis, using the spaces or the venues included in your execution policy.

Article 332.º information to unqualified investors about the execution policy 1 – with regard to your execution policy, the financial intermediary must present to customers that are not qualified investors well in advance in relation to the provision of the service: a) a description of the relative importance that the financial intermediary attaches, in accordance with the criteria specified in paragraph 1 of the preceding article , to the factors mentioned in paragraph 2 of article 330.º or to the process on the basis of which the financial intermediary determines the relative importance of these factors; b) A list of spaces or venues in which the financial intermediary banks more confidence to comply with your duty to 132 take all reasonable steps to obtain, on a regular basis, the best possible results with regard to the execution of client orders; c) A clearly visible notice that any specific instructions from a client may prevent the financial intermediary to take the measures adopted within the framework of your execution policy to obtain the best possible results in respect of the implementation of these orders, with respect to the elements covered by these instructions. 2-the provision of the information referred to in the preceding paragraph shall apply the provisions of paragraph 7 of article 312 Article 333.º application to portfolio management and reception and transmission of orders


1-the financial intermediary that, in providing portfolio management services or of reception and transmission of orders, transmit to other financial intermediaries orders resulting from a decision to deal in financial instruments on behalf of a client or customer orders, respectively, shall take the necessary measures to obtain the best execution conditions, considering the factors and criteria referred to in article 330.º 2 – the duty provided for in the preceding paragraph shall not apply where the intermediary financial, in transmitting the order, follow the specific instructions given by the client. 3 – to ensure compliance with the obligation laid down in paragraph 1, the financial intermediary must: a) Establish a policy that identifies, for each type of financial instrument, the financial intermediaries to whom orders are transmitted, which must have an execution policy; b) Provide information to its customers about the policy established in accordance with the preceding paragraph; c) Evaluate the effectiveness of the policy established in accordance with subparagraph (a)) and 133 in particular, the quality of execution of orders held by financial intermediaries that identified by changing that policy if checked any disability which jeopardises the fulfilment of duty provided for in the preceding paragraph. 4 – the assessment referred to in point (c)) of the preceding paragraph is made regularly, and at least on an annual basis and whenever any change occurs that affects the ability of the financial intermediary to obtain the best conditions in the execution of client orders or from your account. 5 – the financial intermediary must adopt procedures to ensure quick and proper treatment and the immediate allocation of client orders in relation to orders from other clients and the transactions carried out on their own by the financial intermediary.

Article 334 responsibility to the authorising officers 1 — financial intermediaries answer to their computers: a) for delivery of financial instruments acquired and for payment of the price of the financial instruments sold; (b)) for the authenticity, validity and regularity of financial instruments acquired; c) by the lack of any addictions or legal situations on the financial instruments acquired. 2 — is null any contractual clause contrary to the provisions of the preceding paragraph, when the order should be carried out in a regulated market or MTF.

Article 335° Scope 1 – contract management of a portfolio of financial instruments, the individual financial intermediary undertakes: a) to perform all acts aimed at enhancement of portfolio; 134 b) to exercise the rights inherent in financial instruments that make up the portfolio. 2-the provisions of this title shall apply to the management of financial instruments, although the portfolio integrates other kinds of goods.

Article 336. binding Orders 1°-even if it is not provided for in the contract, the client can give binding orders as Operations Manager. 2-the provisions of the preceding paragraph shall not apply to contracts which guarantee a minimum return of the portfolio.

Article 337.º [...]

1 — […]. 2 — […]: a) […]; b) Preparation and presentation of the application for approval of prospectus or registration at the SEC; c) […]. 3 — […].

Article 343.º [...]

The contract shall determine the arrangements concerning the exercise of rights attached to financial instruments registered or deposited.

Article 347.º [...]

1 — [...]: 135 the) Acquire for himself any financial instruments when there are customers that have applied the same price or a higher price; b) dispose of holding financial instruments instead of financial instruments whose alienation unless ordered by their customers the price equal or lower. 2 — […].

Articles 348.º [...]

1-promotion of market operations aimed at the creation of conditions for the regular marketing in a market of a particular category of securities or financial instruments, in particular the increase of liquidity. 2 - […]. 3 - […]. 4 - […].

Article 351.º [...]

1-for the promotion of market operations, the SEC defines, through regulation, the information should be provided, as well as that which must be disclosed to the market by the entities referred to in paragraph 2 of article 2-348.º [previous paragraph 4].

Article 352 [...]

1-[...]: a) establish policies relating to the market of financial instruments and, in General, matters regulated in this code and supplementary legislation 136; b) […]; c) Coordinate the supervision and regulation relating to financial instruments, when the competence belongs to more than one public body. 2-When in the market for financial instruments there is disturbance that put in serious jeopardy the national economy, can the Government, by joint Ordinance of the Prime Minister and the Minister of finance, order appropriate measures, including temporary suspension of regulated markets or multilateral trading systems of certain categories of transactions or of the activity of managing bodies of regulated markets multilateral trading systems, settlement systems managers, management companies of clearinghouses or central counterparty and centralized systems managers of securities.

Article 353.º [...]


1-[...]: a) the supervision of organized forms of trading financial instruments, public offers of transferable securities clearing and settlement of transactions to those relating, centralized systems of securities and entities referred to in Article 359.º; b) the regulation of the market of financial instruments, public offerings, securities-related activities carried out by the entities subject to your supervision and other matters provided for in this code and supplementary legislation; c) the supervision and regulation of the duties of conduct of entities that propose to conclude or mediate insurance contracts linked to investment funds or the market contracts of individual membership of open pension funds. 137 2-[...]. 3-respect of contracts provided for in subparagraph (c)) of paragraph 1, the SEC must: a) Adopt necessary regulations on provision of information, consulting, advertising, prospecting, marketing and mediation, including the processing and preservation of these records, heard the Instituto de Seguros de Portugal; b) establish with the Instituto de Seguros de Portugal rules intended to articulate supervisory procedures and to ensure the compatibility of the rules applicable to entities subject to supervision of both authorities.

Article 355.º [...]

1 - […]: a) […]; b) managing bodies of regulated markets and multilateral trading systems c) managing bodies of settlement systems, clearing house, of central counterparty and centralized systems of securities; d) […]; e) […]; f) […]. 2 – the SEC may also exchange information, albeit subject to secrecy, with the European Central Bank, with the supervisory authorities of the Member States of the European Union or with the entities that carry out functions equivalent to those referred to in the preceding paragraph. 3 – the SEC can still exchange information with supervisory authorities of States that are not members of the European Community and with the entities that carry out functions equivalent to those referred to in paragraph 1, if and to the extent that is necessary for the supervision of financial markets and for the supervision, on the basis of individual or consolidated 138 , financial intermediaries.

Article 356.º [...]

1 – […]: a) […]; b) For supervision, in non-consolidated or consolidated basis, of the activity of financial intermediaries and for supervision of financial markets; c) […]; d) […]; e) […]; f) under the mediation procedure provided for in articles 33 and 34 2-[...]. 3 – entities in accordance with the preceding paragraph shall receive information from the SEC are subject to duty of secrecy with the content provided for in article 4 – 354.º [previous paragraph 3].

Article 358.º [...]

[…]: a) […]; b) efficiency and regularity of functioning of the markets in financial instruments; c) […]; d) […]; e) […]; f) […].

139 Article 359.º [...]

1-within the framework of the activities relating to financial instruments, are subject to the supervision of the SECURITIES MARKET, without prejudice to the competence assigned to other authorities, the following entities: the) Fund managers of regulated markets, multilateral trading systems, settlement systems, clearing house or central counterparty and centralized systems of securities; b) financial intermediaries and investment advisers; c) […]; d) […]; e) […]; f) […]; g) securitisation companies; h) venture capital Companies; I) entities that propose to conclude or mediate insurance contracts linked to investment funds or the market contracts of individual membership of open pension funds, in the framework of these activities; j) [previous subparagraph (g))]. 2-persons or entities engaged in transnational activities shall be subject to the supervision of the SEC where such activities have some relevant connection with regulated markets, multilateral trading systems, operations or financial instruments subject to Portuguese law. 3 – […].

Article 360.º [...]

1 — [...]: a) Follow the activity of entities subject to your supervision and 140 markets in financial instruments, financial instruments settlement systems and centralized systems of securities; b) […]; c) […]; d) […]; e) […]; f) […]; g) […]; h) […]; i) […]. 2 — […]. 3 – […].

Article 361.º [...]

1 - […]. 2 – […]: a) […]; b) […]; c) […]; d) Require the collaboration of other persons or entities, including law enforcement, when such is necessary or convenient in the exercise of their functions, in particular in case of resistance to this exercise or due to the technical expertise of the substances concerned; and) Replace the managers of regulated markets, multilateral trading systems, settlement systems, clearing house, of central counterparty and centralized systems of securities when they adopt the measures necessary to regularize abnormal situations that jeopardize the proper functioning of the market, the activity carried out or the interests of investors. 141 f) [...]; g) […]. 3-in the situations provided for in paragraph 1 and in paragraph 1 (a)), b) and (c)) of paragraph 2, the natural or legal persons concerned shall be subject to the duty not to disclose to clients or to third parties the content or the occurrence of the act practiced. 4 - […].

Article 363 [...]

1-[...]: a) The fund managers of regulated markets, multilateral trading systems, settlement systems, clearing house, of central counterparty and centralized systems of securities. b) […]; c) […]. 2- […]: a) […]; b) […]; c) control of the suitability of the holders of the management bodies, persons who effectively direct the business and the holders of qualifying holdings, according to the criteria laid down in article 30 of the general scheme of credit institutions and Financial societies, mutatis mutandis. 3 – […].

Article 364.º [...]

1 — […]: a) […];

b) Performs investigations for investigation of offences of any nature committed 142 under the financial instruments market or affecting your normal functioning; c) […]. 2 — […].

Article 366.º Supervision concerning advertising and general contractual terms


1-it is up to the SEC to supervise the implementation of the legislation on advertising and general contractual clauses with regard to matters governed in this code, instructing a misdemeanour procedures and applying the respective sanctions. 2 - […]. 3 - […]. 4 - […].

Article 369 [...]

1 - […]. 2 - […]. 3 - […]. 4-The CMVM regulations covering matters relating to a particular regulated market or financial instruments it dealt are also published in the Bulletin of this market. 5 - […].

Article 372.º [...]

1-within the limits of the law and regulations, the managing bodies of regulated markets, multilateral trading systems, settlement systems, central counterparty or clearing and centralized systems of securities may regulate 143 autonomously the activities for you managed. 2-the rules laid down in accordance with the provisions of the preceding paragraph, which are not subject to registration, as well as those listed in Deontological Codes approved by management companies and professional associations of financial intermediaries, should be communicated to SEC.

Article 376.º [...]

1-in the performance of their duties the CMVM cooperates with similar or equivalent institutions of other States. 2-[...]: a) collection of elements relating to offences against the financial instruments market and others whose research fits within the scope of the powers of the SEC; b) […]; c) […]; d) […]. 3 - […]. 4 - […]. 5 - […].

Article 377.º [...]

1-without prejudice to the application of the provisions of the previous article, the SEC still cooperate with the institutions of the Member States of the European Union and pays them to the effect of the exercise of their duties of supervision and investigation. 2 - […]. 3 - […]. 4 - […]. 5-the counterpart institution request referred to in paragraph 1 and in the context of the duties laid down 144, the SEC promotes in the national territory and under your direction the investigations and necessary steps to ascertain facts constituting a tort or delict in that Member State, and may authorise representatives of the applicant institution, auditors or other experts to monitor or to carry out due diligence. 6 - […]. 7 - […]. 8 - […]. 9 - […]. 10-[...].

Article 377.º [...]

1-When the SEC found that the duties relating to the communication and dissemination of qualifying holdings, the preparation of a prospectus for public offer or admission to the disclosure of periodic information and the performance of a regulated market or an MTF have been violated the aforementioned facts knowledge to give authority of the Member State of origin of the issuer or in the case of infringement by the regulated market or MTF, to the authority of the State which has granted the authorization. 2-If the competent authority does not take the action requested or they are inadequate and the holder of a qualified participation, the issuer, the financial intermediary responsible for the tender offer, the regulated market or the MTF persists in breach of the applicable standards, the SEC, after informing the competent authority, take steps to understand convenient in order to protect investors and the proper functioning of markets. 3-for the purposes of the preceding paragraph, the SEC can prevent that the regulated market or trading system concerned will continue to make available, in the Portuguese territory, 145 access and trading mechanisms for members established in Portugal. 4-the action taken by the SEC under paragraph 2 shall be communicated to the European Commission with the as soon as possible.

Article 388.º [...]

1 – […]. 2 – […]. the) financial instruments, securities-related public offerings, organised forms of financial instruments trading, clearing and settlement systems, central counterparty, financial intermediation, securitisation companies, venture capital companies, venture capital funds or entities legally authorized to administer venture capital funds, insurance contracts linked to investment funds, contracts of individual membership of open pension funds and information and publicity regime on any of these matters; b) managing bodies of regulated markets, multilateral trading systems, settlement systems, clearing house, central counterparty, centralized systems of securities or shares in these companies. 3 – […]. 4 – […]. 5 – […].

Article 389.º [...]

1-Is very serious infraction:) the communication or dissemination, by any person or entity, through any means, of information that is not complete, 146 true, up-to-date, clear, objective and lawful; b) lack of sending information to the system laid down in article 367-2 Includes in paragraph 1 (a)) of the preceding paragraph shall the provision of information to its clients for any entity that carries out brokering activities. 3 – […]: a) […]; b) sending the entities managing bodies and supervision of regulated markets, multilateral trading systems, settlement systems, clearing house, of central counterparty and centralized systems of securities information is complete, true, up-to-date, clear objective and lawful; c) […]; d) Publication or disclosure of information not accompanied by report or opinion prepared by an auditor registered with CMVM or omission of declaration that the information was not subject to audit, when the law requires it; e) […]. 4 – […]. 5 – […].

Article 390.º [...]

1-very serious infraction Constitutes failure of communication or disclosure of qualifying holding in open society. 2-[...]:) [Repealed]; b) […]; c) […]. 3- […]: a) […]; 147 b) [...]; c) […]; d) Not available to holders of voting rights proxy form to the exercise of that right; e) Mention in General Assembly, call for availability of proxy form or indication of how the request; f) [Former subparagraph (d))]; g) [previous article)]; h) [previous subparagraph (f))]; I) [previous subparagraph (g))].

Article 392.º [...]

1 – [...]. 2 – [...]. 3 – [Repealed]. 4 – [...]. 5 – Constitute an administrative offence less serious the facts referred to in the previous number when relating to securities issued by closed societies or are not admitted to trading on a regulated market.


Article 394 organized Forms of trading 1-[...]: a) the creation, the operation or maintenance management of an organized form of negotiation, suspension or termination of your activity outside the cases and terms provided for by law or regulation; b) the operation of the regulated market or multilateral trading system according to rules recorded in the SEC or not published; 148 c) the failure to provide to the public, by fund managers of regulated markets and multilateral trading systems, information to which they are liable; d) the admission of members of a regulated market or an MTF by its managing body, without the requirements required by law or regulation; e) […]; f) the admission of financial instruments to trading on regulated market with violating the legal rules and regulations; g) […]; h) the lack of disclosure of information required by issuers of securities traded on regulated market; i) […]. 2 – […]: a) […]; b) […]; c) to provide the managing body of the regulated market or MTF, by members of this, the information necessary for the proper management of the market or of the system; d) […]; and send to the CMVM), by issuers of securities admitted to trading on a regulated market or who have requested admission to trading on a regulated market of securities without the consent of the issuer, the information required by law; f) document disclosure of annual information consolidation; g) […]; h) to keep information available to the public by time determined, when required by law. 3-[...]: a) representative for the market relations and with the SEC, by entity values admitted to trading on a regulated market; 149 b) [...].

Article 395.º [...]

1-[...]:) in a regulated market or MTF, on financial instruments which are not admitted to trading on that market or not selected for the negotiation in that system or suspended or excluded from negotiation; b) […]; c) […]. 2 – […]: a) […]; b) for trading on the regulated market of operations without the registration or approval of their general clauses, when required; c) transactions by holders of administrative, management and supervision of financial intermediaries or of managing bodies of regulated markets, multilateral trading systems, settlement systems, clearing house, of central counterparty and centralized systems of securities, as well as by employees, if such operations are closed to them; d) the breach of the obligation of notification to the SEC of operations on financial instruments admitted to trading on a regulated market.

Article 396.º central counterparty and settlement systems 1 – Is very serious infraction: a) the exercise of the functions of the clearing house, central counterparty and settlement system outside the cases and terms provided for 150 in law or regulation, in particular the exercise by not authorized entity for that purpose; b) the operation of clearing house, central counterparty or settlement system according to rules recorded in the SEC or not published; c) transactions on financial instruments referred to in subparagraphs (a) (d)) and e) of paragraph 1 of article 2 without the interposition of a central counterparty; d) the lack of timely availability of financial instruments or money for settlement of operations; and) the breach of the obligation to adopt the measures necessary for the Defense market, to minimise the risks and the protection of the compensation system 2 – Is a serious infraction violation by the entity that performs the functions of the clearing house and central counterparty of the following duties: a) to identify and minimize sources of operational risk; b) to supervise the access requirements of compensating members; c) to adopt a structure that ensures the asset segregation between the eigenvalues of compensating members and those belonging to customers.

Article 397.º [...]

1 – […]. 2 – […]: a) […]; b) […]; c) […]; d) […]; e) […]; f) […]; g) […]; 151 h) [...]; I) disclose orders that are not immediately executable files; j) to respect the rules on aggregation of orders and the allocation of operations; l) not to execute orders, without the consent of the client, out of the regulated market or MTF; m) to establish a policy of order execution or evaluate with the frequency required by law; n) to comply with the requirement of written form in contracts of financial intermediation; the) to respect the rules on the assessment of the adequacy of the operation according to the customer's profile. 3 – [Repealed]. 4 – […]: a) […]; b) [Repealed]; c) […]; d) […]; e) [Repealed]; f) to respect the rules on subcontracting; (g)) Of keeping track of the client; h) to respect the rules about categorisation of investors.»

Article 8 Amendment to code of securities are added to Código dos Valores Mobiliários articles 16A, 16-B, 21A, 244-, 246.º-, 250-A, 250-B, 294-A, 294-b. 294-C, 294-D, 304.º-A, 304.º-B, 304.º-C, 305.º-A, 305.º-B, 305.º-C, 305.º-D, 305.º-E, 306-306,-B,-C 306 , 306-D, 306-307,-, 307-B, 308-A, 308-B, 308-C, 308-D, 309-, 309-B, C-309, 309, 309-312, 309-F-A, 312-B, 312-C, 312-D, 312-, 312-F, 312-G, 314-A, 314-B, 314-C, 314-D, 317-317,-B,-C 317, 317-D, 321-A, 323.º-A , 323.º-B, 323.º-C, 327-328 CCP, it and 328(1)-B, with the following text:% quot% article 152 16-liquidation and market creation


1-with the exception of the obligation to communicate to the CMVM, the provisions of paragraphs 1 and 2 of the preceding article shall not apply in respect of shares traded for the sole purpose of clearing and settlement operations within the usual short settlement cycle. 2-for the purposes of the preceding paragraph, the usual trading and short cycle is three trading days from the transaction. 3-with the exception of the obligation to communicate to the CMVM, the provisions of paragraphs 1 and 2 of the preceding article shall not apply to holdings of financial intermediary acting as market maker that reach, exceed or become less than 5% of the voting rights attaching to the share capital, provided that it does not intervene in the management of the issuer concerned nor the influence to acquire those shares or to support your price. 4-for the purposes of the preceding paragraph, the financial intermediary must: a) communicate to the CMVM, within the time limit laid down in paragraph 1 of article 16, acting or intends to act as a market maker with respect to the issuer in question; b) inform the SEC of cessation of acting as market maker, soon to make that decision; c) Identify, at the request of the SEC, the shares held in the framework of the activity of market creation, and may do so in any way verifiable unless it cannot identify these financial instruments, in which case keeps them in separate account; d) submit to the PORTUGUESE SECURITIES MARKET COMMISSION, at its request, the creation of market contract when required.

Article 16-B qualifying holding non-transparent 1-in the absence of communication provided for in article 16, if this does not comply with the provisions of the preceding paragraph 153 or, in any case, there are reasonable doubts about the identity of the persons who can be allocated voting rights in respect of a qualifying holding, in accordance with paragraph 1 of article 20 , or on the full compliance of the obligations, the SEC notifies that interested parties, the management and supervisory bodies and the Chairman of the general meeting of the company in question. 2-Until 30 days after the notification, can the interested present evidence intended to clarify the points raised in the notification of the SEC, or take measures to ensure the transparency of ownership of qualifying holdings. 3-If the elements adduced or measures taken by interested don't put an end to the situation, the SEC reports on the lack of transparency regarding ownership of qualifying holdings in question. 4-from the communication to the market made by the SEC pursuant to the preceding paragraph, is immediately and automatically suspended the exercise of voting rights and the rights of nature, with the exception of the right of preference in subscription in capital increases of qualifying holdings in question, until the SEC report the market and organisations referred to in paragraph 1 that the ownership of the qualifying holding is considered transparent. 5-The economic rights referred to in the preceding paragraph that fit the participation affected are deposited in a special account opened with credit institution authorised to receive deposits in Portugal, being forbidden to move your debt for the duration of the suspension. 6-before taking the measures provided for in paragraphs 1, 3 and 4, the SEC will give knowledge thereof to the Bank of Portugal and the Instituto de Seguros de Portugal where in them are involved entities subject to its supervision.

154 article 21a 1 Equivalence-issuers with registered offices outside the European Union are exempt from complying with the obligation to provide information laid down: a) articles 16 and 17, if, in accordance with applicable law, information on qualifying holdings is disclosed within seven trading days; b) in paragraph 3 of article 20 and paragraph 1 of article 20A, if the applicable law require investment fund managers or financial intermediaries authorized to provide the service of portfolio management to maintain, in all circumstances, independence in the exercise of the right to vote in the face of dominant society and do not take into account the interests of the parent company or any other entity by this controlled whenever arising conflicts of interest. 2-For the purposes of point (b)) of the preceding paragraph the parent company must: comply with the duties of information) contained in paragraphs 2 and 5 of article 20; b) Declare, in respect of each of the entities referred to in point (b)) of the preceding paragraph, that satisfies the requirements in paragraph 1 of article 20; c) Demonstrate, at the request of the SEC, which meets the requirements laid down in point (c)) of paragraph 2 of article 20a and in paragraph 3 of this article.

Article 244-the choice of competent authority 1-for the purposes referred to in (c)) and d) of paragraph 1 of the preceding article, the competence of the PORTUGUESE SECURITIES MARKET COMMISSION results, respectively: a) The admission to trading on a regulated market exclusive 155 located or operating in Portugal or the fact that this has been presented the first application for admission into the European Union; b) the choice of Portugal as the competent State of in which the issuer has your headquarters and those in whose territories they are situated or operating regulated markets on which are admitted to trading the securities in question. 2-the choice referred to in paragraph b) of the preceding paragraph is made by the issuer and is valid at least for three years. 3-the choice made under the preceding paragraph must be disclosed in accordance with paragraph 3 of article 244 Article 246.º-the quarterly Information and interim administration information


1-Are required quarterly reporting issuers subject to personal status, of shares admitted to trading on regulated market, for two consecutive years, exceed two of the following limits: a) balance sheet Total: EUR 100 million; b) Total of net sales and other income: EUR 150 million; c) number of employees on average during the year: 150. 2-The issuers of shares referred to in paragraph 1 of article 244 that are not required to provide the information referred to in the preceding paragraph discloses, for the first and the second half of the financial year, a statement from the Board of Directors relating to the period from the beginning of the semester and the date of the Declaration containing the following information: a) a description of the relevant occurrences and explanatory of the transactions made during the relevant period and your impact on the financial position of the issuer and of the companies dominated by themselves; and b) a general description of the financial position and performance of the issuer and 156 of the companies for you dominated during the relevant period. 3-the Declaration referred to in the preceding paragraph is made between the first and the last six weeks of the semester that respect. 4-the quarterly information disclosure overrides the duty of disclosure of the interim administration.

Article 1-Scope-250 articles 245, 246.º and 246.º-the does not apply to: a) States, regional authorities, local authorities, international public-sector bodies that take part in at least one Member State, the European Central Bank, national central banks of the Member States; b) issuers which only issue debt securities admitted to trading to trading on a regulated market, whose denomination per unit is, at least, of EUR 50,000 or equivalent value at the date of issue. 2-the provisions of paragraph 1 (b)) and d) of paragraph 2 and in paragraph 4 of article 249 does not apply to the State and its regional and local authority. 3-this subsection shall not apply to debt securities issued for period of less than one year.

Article 250-B 1 Equivalence-without prejudice to the duty of submission to SEC and the provisions of paragraphs 3 and 4 of article 244, issuers with registered offices outside the European Union are exempt from compliance with the reporting obligations laid down:) as regards point (a)) of paragraph 1 of article 245, management report If the applicable law compel the issuer to be included in the annual management report, at a minimum, a proper analysis of the evolution of the business, 157 of performance and situation of the issuer, a description of the principal risks and uncertainties facing so that the report presents a balanced and complete view of the development and performance of the issuer's business and of your position , consistent with the size and complexity of the activity pursued, an indication of important events that have occurred after the end of the financial year and an indication of the likely future development of the issuer; b) with regard to point (c)) of paragraph 1 and point (c) Article 245) of paragraph 1 of article 246.º, if the applicable law compel the issuer to dispose of one or more persons responsible for financial reporting and in particular for compliance of the financial statements with the accounting standards applicable and the adequacy of the management report; c) with regard to paragraph 3 of article 245, if the applicable law, although not requiring the disclosure of information in the form of individual force the issuer to be included in consolidated accounts info on minimum share capital, capital requirements and liquidity needs and, Additionally, for issuers of shares, dividend calculation and indication of the ability to proceed to your payment; d) with regard to paragraph 4 of article 245, if the applicable law, although not requiring the disclosure of information under the consolidated form, force the issuer to draw up the annual accounts in accordance with international accounting standards recognised pursuant to article 3 of Regulation (EC) No 1606/2002 applicable in the European Union, or with the national accounting standards of a third country considered as equivalent to those standards; e) with regard to paragraph 4 of article 246.º, if the applicable law require the issuer to disclose a set of condensed financial statements which include, at a minimum, an interim management report containing the analysis of the period, 158 indications about the evolution of the issuer in the remaining six months of the financial year and, additionally for issuers of shares, the main transactions between related parties If they are not disclosed on ongoing basis; f) with respect to article 246.º if the applicable law require the issuer to disclose quarterly financial reports; g) as regards point (a)) of paragraph 2 of article 249, if the applicable law compel the issuer to provide, at a minimum, information on the venue, timing and agenda of the meeting; h) as regards point (f)) of paragraph 2 of article 249, if the applicable law compel the issuer allowed to hold up to 5% of its own shares to inform the public whenever it is reached or exceeded that threshold and to authorised issuers to hold between 5% and 10% of its own shares, to inform the public whenever they are achieved or exceeded these thresholds; I) in paragraph 3 of article 249, if the applicable law require the issuer to disclose the total number of voting rights and capital within thirty days after an increase or decrease of these. 2-For the purposes of point (a)) of the preceding paragraph the analysis there referred to includes, to the extent necessary to ensure the understanding of evolution, or performance of the issuer's position, indicators of financial performance and, if necessary, financial, not relevant to the activity carried out. 3-for the purposes of point (c)) of paragraph 1, the issuer shall submit to the SEC, upon request, additional information on the audited annual accounts relevant for the information requested there, being able to prepare this information in accordance with the accounting standards of a third country. 4-for the purposes of point (d)) of paragraph 1, the individual accounts must be audited and if they are not prepared in accordance with the standards referred to in, are presented in the form of revised financial information.

159 Article 294-the activities of the tied agent and their limits


1-the financial intermediary can be represented by the tied agent on provision of the following services: the) prospect for investors, exercised professionally, without prior request of these, out of the establishment of financial intermediary, with the aim of attracting customers for any activities of financial intermediation; and b) reception of orders, placement, provision of advice on financial instruments and about the services provided by the financial intermediary. 2-the activity is carried out outside the establishment, in particular where: a) distance communication Exists, is made directly to the residence or workplace of any persons, including by mail, telephone, e-mail or fax; b) there is direct contact between the tied agent and investor in any locations outside facilities of the financial intermediary. 3-in the exercise of your activity is sealed to the tied agent: a) Acting in the name and on behalf of more than a financial intermediary, except when these domain relationship exists or group; b) Delegate in other people the powers conferred on it by the financial intermediary; c) without prejudice to the provisions of paragraph b) of paragraph 1, conclude any contracts on behalf of the financial intermediary; d) to receive or deliver cash; and) Act or make investment decisions on behalf of or for the account of the investors; f) Receive any type of compensation for investors. 4-In your relationships with investors, the tied agent must: a) to proceed with your ID to those, as well as that of the 160 financial intermediary for and on behalf of who carries out the function;

b) Deliver written document containing complete information, in particular on the limits to which it is subject in the exercise of your activity.

Article 294-B engage in activity 1-pursuit of the activities of the tied agent depends on written contract concluded between that and the financial intermediary, which establish expressly the functions assigned to it, in particular those provided for in subparagraph (b)) of paragraph 1 of the preceding article. 2-Without prejudice to article 294-D, the activities of the tied agent is exercised: the) For natural persons, established in Portugal, not integrated into the organizational structure of the financial intermediary; b) For commercial companies, with registered office in Portugal, which are not in domain or group relationship with the financial intermediary. 3-the tied agent shall be suitable and appropriate professional training and experience. 4-the financial intermediary is responsible for checking the requirements set out in the preceding paragraph. 5-in the case referred to in point (b)) of paragraph 2: a) the suitability is measured in relation to society, the holders of the administrative body and to natural persons engaged in the business of tied agent; b) suitability of training and professional experience is measured in relation to natural persons engaged in the business of tied agent. 6-the pursuit of the activity of tied agent can only start after the intermediary to the SEC for public disclosure of the identity of that. 161 Article 294-C Responsibility and duties of the financial intermediary 1-the financial intermediary: a) responsible for any acts or omissions of tied agent in carrying out the tasks entrusted to him; b) Should monitor and supervise the activity carried out by the tied agent, this subject to internal procedures that; c) Must take the necessary measures to prevent the exercise by the tied agent of activity distinct from that provided for in paragraph 1 of article 294-can have this any negative impact. 2-If the financial intermediary allow the tied agents receiving orders, must communicate prior to the SEC: a) the procedures adopted to ensure compliance with the rules applicable to that service; b) written information to be provided to investors about the conditions of reception of orders by tied agents.

Article 294-D tied agents not established in Portugal articles 294-the 294-C is applicable to persons established in the Member State of the European Union that does not permit the appointment of tied agents and who wish to pursue in that Member State, the tied agent on behalf of financial intermediary based in Portugal.

Article 304.º-1 liability-financial intermediaries are obliged to compensate the damage caused to any person as a result of the breach of the obligations relating to the organisation and 162 exercise of your activity, which are imposed by law or by regulation issued by public authority. 2-the fault of the financial intermediary is assumed when the damage is caused under contractual or pre-contractual relations and, in any case, when it is originated by the breach of information duties.

Article 304.º-B Deontological Codes codes of conduct as may be approved by the professional associations of financial intermediaries shall be communicated to the CMVM.

Article 304.º-(C) Duty of communication by the Auditors


1-the Auditors providing financial intermediary service or the company that is in a dominant position over the latter nor of or group holds, directly or indirectly, at least 20% of the voting rights or capital, shall communicate immediately to the SEC the facts relating to that financial intermediary or to that company of which they are aware in the exercise of its functions When such facts are capable of: the crime or illicit) constitutes mere social ordering laid down in legal or regulatory standard that establishes the conditions governing authorization or, specifically, financial intermediation activities; or b) affect the continuous functioning of the financial intermediary activity; or c) Justify the refusal to certify the accounts or to the expression of reservations. 2-the duty of communication imposed by this article supersedes 163 any restrictions on disclosure of information, legal or contractually provided for, and the fulfillment of your good faith does not involve any responsibility for their subject. 3-If the facts referred to in paragraph 1 to constitute insider dealing within the meaning of article 248, the SEC and the Bank of Portugal must coordinate their actions with a view to an appropriate combination of the supervisory objectives pursued by each of these authorities. 4-the Auditors referred to in paragraph 1 shall submit annually to the SEC a report certifying the adequacy of procedures and measures taken by the financial intermediary, pursuant to the provisions of subsection (III) of this section.

Article 305.º-the enforcement system [compliance) 1-the financial intermediary must adopt appropriate policies and procedures to detect any risk of non-compliance with the obligations to which it is subject, by applying measures to minimize or correct, avoiding future occurrences, and enabling the competent authorities to perform their duties. 2-the financial intermediary duty to establish and maintain an independent compliance monitoring system covering at least: a) the regular monitoring and evaluation of the adequacy and effectiveness of the measures and procedures adopted to detect any risk of non-compliance with the obligations to which the financial intermediary is subject, as well as the measures taken to remedy any shortcomings in the fulfillment of these; (b)) the provision of advice on the persons referred to in paragraph 5 of article 304.º responsible for financial intermediation activities, for the purpose of fulfilling the duties provided for in this code; c) the identification of transactions in financial instruments suspected of money laundering, financing of terrorism and analyzed 164 pursuant to paragraph 3 of article 311; (d)) the provision to immediate administrative organ of information about any evidence of violation of duties enshrined in standard referred to in paragraph 2 of article 388.º you can do incur the financial intermediary or the persons referred to in paragraph 5 of article 304.º a serious administrative in nature or illicit very serious; and) maintaining A register of infringements and of the measures proposed and adopted in accordance with the preceding paragraph; f) preparation and presentation to the Board of Directors and the Supervisory Board of a report, published at least yearly, about the enforcement system, identifying the defaults checked and measures taken to remedy any shortcomings. 3-To ensure the adequacy and independence of the enforcement system, the financial intermediary must: a) Appoint a liable person and any provision of information related to that and give it the necessary powers to carry out its functions independently, particularly with regard to access to relevant information; b) Endow it with adequate resources and technical capacity; c) ensure that employees involved in the enforcement system are not involved in the provision of services or activities controlled by you; d) ensure that the method of determining the remuneration of the employees involved in the enforcement system is not likely to compromise your objectivity. 4-the obligations referred to in (c)) and (d)) of the preceding paragraph are not required if the financial intermediary to demonstrate that your compliance is not required to ensure the adequacy and independence of the system, having regard to the nature, size and complexity of the financial intermediary activities, as well as the type of financial intermediation activities provided.

Article 165 305.º-B 1-risk management the financial intermediary must adopt policies and procedures to identify and manage risks related to its activities, procedures and systems, considering the level of risk tolerated. 2-the financial intermediary must monitor the adequacy and effectiveness of the policies and procedures adopted in accordance with the preceding paragraph, the fulfillment of these by the persons referred to in paragraph 5 of article 304.º and the adequacy and effectiveness of the measures taken to correct any deficiencies in those. 3-the financial intermediary must establish an independent risk management service and responsible for: a) ensure the application of the policy and the procedures referred to in paragraph 1; and (b)) Provide advice to the Board of Directors and prepare and submit to the East and to the supervisory board a report, published at least annually, on the management of risks, indicating whether appropriate measures have been taken to correct any shortcomings. 4-the duty provided for in the preceding paragraph shall apply in accordance with suitable and proportionate, having regard to the nature, size and complexity of the activities, as well as the type of financial intermediation activities provided. 5-the financial intermediary that, in the light of the criteria laid down in the preceding paragraph, don't adopt an independent risk management service must ensure that the policies and procedures adopted to satisfy the requirements of paragraphs 1 and 2.

Article 305.-C internal Audit


1-the financial intermediary shall establish an internal audit service, acting independently, responsible for: 166 to) Adopt and maintain an audit plan to examine and evaluate the adequacy and effectiveness of the systems, procedures and standards that support the internal control system of the financial intermediary; b) issue recommendations based on the results of the evaluations carried out and verify your compliance; and c) prepare and submit to the Board of Directors and the supervisory board a report, published at least yearly, on auditing matters, indicating and identifying the recommendations were followed. 2-the duty provided for in the preceding paragraph shall apply where appropriate and proportionate, having regard to the nature, size and complexity of the activities, as well as the type of financial intermediation activities provided.

Article 305.º-(D) Responsibilities of the holders of administrative organ 1-without prejudice to the functions of the supervisory body, the holders of the administrative body of the financial intermediary are responsible for ensuring compliance with the obligations laid down in this code. 2 – recipients of the administrative body must periodically assess the effectiveness of policies, procedures and internal rules adopted for compliance with the obligations referred to in articles 305.º-the 305.º-C and take appropriate action to correct any deficiencies and prevent your future occurrence.

Article 305.º-1 investors claims – the financial intermediary must keep an effective and transparent procedure for the appropriate treatment of complaints received from unqualified investors, providing at least the following: a) the reception, referral and treatment of claims for different contributor than 167 practiced the Act that if claims; b) concrete procedures to be adopted for the consideration of complaints; c) maximum response. 2-the financial intermediary must keep, for a period of 5 years, records of all complaints that include: a) the complaint and the date of entry; b) identification of financial intermediation activity in question and the date of the occurrence of the facts; c) the identification of the employee who performed the Act respondent; d) the appraisal made by the financial intermediary, the measures taken to resolve the issue and the date of your communication to the complainant.

Article 306-the Record of movements 1-the financial intermediary shall record daily and sequentially, in computer-readable form, in your accounting, all debit and credit movements of financial instruments and cash, for each client. 2-the registration of every movement of account contains: a) the client's name; (b)) the date; c) nature of the movement, the debit or credit; d) the description of the movement; and) the remaining balance, for money. 3 – subject to review by the financial intermediary, the registration systems of financial intermediation operations must have automatic connection with the accounting system.

168 Article 306-B registration and deposit of client financial instruments 1-the financial intermediary wishing to register or deposit client financial instruments, in one or more accounts opened with a third party should: (a)) Note duties of care and employ high standards of professional diligence in the selection, appointment and periodic assessment of the third, considering your expertise and your reputation in the market; and (b)) informed about the legal or regulatory requirements and market practices relating to the arrest, the registration and deposit of instruments by such third parties, which could adversely affect clients ' rights. 2-the financial intermediary cannot register or deposit financial instruments with an entity established in a Member State which does not regulate the registration and deposit of financial instruments, unless the) nature of financial instruments or investment services associated with these financial instruments require; or (b)) the financial instruments must be registered or deposited in the name of a qualified investor that has required in writing.

Article 306-C use of client financial instruments 1-should you wish to dispose of financial instruments registered or deposited on behalf of a client, the financial intermediary must request prior written permission from that, in the event of proven non-qualified investor, by your signature or an equivalent alternative mechanism. 2 – If the financial instruments if you find registered or deposited in a global account, the financial intermediary wishing to dispose of 169 should: a) Request previous and express authorization of all clients on whose behalf the financial instruments registered or deposited together on global account; or b) have systems and controls to ensure that only registered financial instruments are used or deposited on behalf of clients who have given prior to your express authorization, in accordance with paragraph 1. 3-intermediate financial records should include information about the customer who authorized the use of financial instruments, the conditions of such use and the amount of financial instruments used which are registered or deposited in each customer's name, in order to allow for the allocation of any loss.

Article 306-D deposit money of customers 1-the money delivered by clients of investment firms is deposited immediately in one or more accounts opened with:


the) a central bank; (b)) a credit institution authorised in the European Union to receive deposits; c) a bank authorised in a third country; or d) A money market fund eligible if previously allowed by the client. 2-the accounts mentioned in the preceding paragraph are opened in the name of the investment firm on behalf of their customers, and may adhere to a single client or a plurality of these. 3 – no deposit money from customers with a central bank, the investment firm shall: a) Act with special care and diligence in the selection, appointment and periodic assessment of depository entity, considering your expertise and your reputation in the market; and (b)) informed about the legal or regulatory requirements and the 170 market practices relating to the detention of money from customers by those entities liable to adversely affect those rights. 4-investment firms shall establish written procedures for the receipt of money from customers, which define, inter alia: a) the means of payment accepted for provisioning of accounts; b) the Department or the employees authorized to receive money; (c)) the kind of proof that is delivered to the client; d) rules relating to the place where it is kept until being deposited and file documents; and the frequency with which daily) should be made the deposit in the accounts referred to in paragraph 1; f) procedures for the prevention of money laundering and financing of terrorism. 5-for the purposes of point (d)) of paragraph 1, the term "eligible money market fund", a collective investment undertaking harmonised or that is subject to supervision and, if applicable, be authorised by an authority of a Member State of the European Union, provided that: (a) the main objective of your) investment is maintaining constant net asset value of the collective investment undertaking to the couple or the value of the investors ' initial capital added gains; b) with a view to achieving the main objective, invest exclusively in cash or money market instruments of high quality, with a maturity or residual maturity not exceeding one year, or with the profitability made adjustments on a regular basis and at least annually; c) Provide liquidity through the settlement on the same day or the next day. 6-A money market instrument is of a high quality if it has been the subject of 171 credit rating by a competent rating agency and receive the highest available rating for all relevant rating agencies that have subjected this instrument the notation. 7-for the purposes of paragraph 1, a competent rating agency if: the) Issue credit ratings in respect of money market funds on a regular basis and professional; b) is an eligible rating agency within the meaning of paragraph 1 of article 81 of Directive 2006/48/EC of the European Parliament and of the Council of 14 June 2006 relating to the taking up of the business of credit institutions and to exercise your [recast).

Article 306-1 accounts – drive the financial intermediary must provide customers with the money owed by any transactions relating to financial instruments, including the perception of interest, dividends and other income: a) on the day that the amounts concerned are available in the account of the financial intermediary; (b)) to the next working day, if the rules of the system of settlement of operations are incompatible with the provisions of the preceding paragraph; or c) on the date specified by written Convention with the client, as long as they don't reveal less favourable to the interests of this. 2-investment firms may move to debit the accounts referred to in paragraph 1 of article 306-D to: a) payment of the price of subscription or acquisition of financial instruments for customers; b) payment of commissions or fees payable by the customers; or (c)) transfer to other accounts opened on behalf of customers or certain transfers by customers for these accounts. 172 Article 307-the customer Record the financial intermediary must keep a record of the client, containing, in particular, up-to-date information on rights and obligations of both parties in financial intermediation, which is based on the respective supporting documents.

Article 307-B [...]

1-Without prejudice to any legal or regulatory requirements more stringent, financial intermediaries shall keep on file the documents and records relating to:) operations on financial instruments, for a period of five years after the completion of the operation; b) service contracts concluded with customers or where documents are set out in the conditions under which the financial intermediary services to the client, until five years have elapsed after the expiry of the clientele. 2-at the request of the competent authorities or their customers, financial intermediaries must issue certificates of records relating to operations in which intervened. 3 – the records must be kept on a support that allows the storage of information in a way accessible for future reference by the CMVM and so that:) it is possible to reconstruct each of the essential stages of the processing of all operations; b) Any corrections or other changes, as well as the contents of the records prior to such corrections or changes, can be easily checked; and (c)) it is not possible to manipulate or alter in any way, the records. 173 article 308 the principles applicable to subcontracting


1 – subcontracting obeys the following principles: a) should not result in the delegation of responsibilities of the Board of Directors; b) maintenance, by the financial intermediary subcontractor, the control of subcontracting activities and functions and responsibility towards its customers, in particular the duties of information; c) discharging the financial intermediary activity subcontractor; (d) Maintenance of the relationship and) duties of the financial intermediary subcontractor in relation to its customers, in particular the duties of information; and Maintenance requirements) that depend on the authorisation and registration of the financial intermediary subcontractor. 2-the provisions of subparagraph (d)) of the previous paragraph means that the financial intermediary subcontractor: a) set the management policy and take major decisions, services, activities or functions require subcontractors management powers of any kind; b) Keep the exclusive relations with the customer, including the payments to be made by or to the client.

Article 308-B requirements of subcontracting 1-the financial intermediary subcontractor shall comply with duties of care and employ high standards of professional diligence in completing the management or the termination of any contract of subcontracting. 2-the financial intermediary subcontractor shall ensure that the entity 174 subcontractor: a) has the qualifications, the ability and authorization, if required by law, to perform reliably and professional activities or functions subcontractors;

b) provides outsourced activities or functions effectively; c) controls the implementation of the activities or functions subcontractors and manages the risks associated with outsourcing; d) has all the information necessary to fulfil the contract of subcontracting; and) informs the financial intermediary subcontractor of facts likely to influence your ability to exercise, in compliance with the applicable legislative and regulatory requirements, the subcontracted activities or functions; f) cooperates with the supervisory authorities for the activities or functions subcontractors; g) allows access of financial intermediary subcontractor, their auditors and supervisory authorities to information concerning activities or functions subcontractors, as well as to their commercial facilities; h) shall endeavour to protect any confidential information relating to the financial intermediary or subcontractor to its clients. 3-in addition to the duties set out in the preceding paragraph, the financial intermediary must subcontractor: a) Have the necessary technical capability for overseeing the activities or functions subcontractors and to manage the risks associated with the outsourcing; b) establish methods for assessing the performance of the entity-level subcontractor; c) take appropriate measures, if you suspect that the entity may not be subcontracted to provide the activities or subcontracted functions effectively and in compliance with applicable legal and regulatory requirements; d) Can terminate the contract for outsourcing where necessary, 175 without prejudice to the continuity and quality of services provided to customers; e) Include in their annual reports the essential elements of the subcontracted activities or functions and the terms in which it took place. 4 – where necessary, taking into account the activities or functions subcontractors, the subcontractor and the entity financial intermediary subcontractor shall adopt a contingency plan and periodic testing of backup systems. 5-If the financial intermediary subcontractor and subcontractor their group of companies, the former may, for the purposes of the preceding paragraphs and article 308-C, take into account the extent to which controls the entity subcontractor or influence their actions and this is included in the consolidated supervision of the group. 6-in the case referred to in the preceding paragraph, the financial intermediary subcontractor is responsible for compliance with the rules concerning the prevention and management of conflicts of interest and the segregation of duties. 7-subcontracting is formalized by a written contract, which set out the rights and duties arising for both parties the provisions of articles and in the preceding paragraphs.

Article 308-C Outsourcing portfolio management services in entities located in third countries 1-in addition to the requirements provided for in articles 308-and 308-B, a financial intermediary may subcontract the service of portfolio management entity located in a country not belonging to the European Union, provided that: a) In your country of origin, the subcontractor is authorized to provide this service and is subject to prudential supervision; and (b)) there is a cooperation agreement between the SEC and the supervisory authority of that entity. 176 2-when you do not check any of the conditions laid down in the preceding paragraph, a financial intermediary can proceed to subcontrataçao with an entity located in a country not belonging to the European Union, if the SEC within 90 days after being notified of the subcontracting agreement, not to raise objections to it. 3 – the SEC disseminates, in accordance with article 367: a) the list of supervisors of countries not belonging to the European Union with which it has cooperation agreements for the purposes of point (a)) of paragraph 1; b) a statement of principles that includes examples of situations in which, even if not if one of the conditions laid down in paragraph 1, the SEC does not raise objections to a subcontracting, including a clear explanation about the reasons why, in these cases, the outsourcing would endanger the fulfilment of the requirements laid down in articles 308-and 308-B.

Article 308-D information to be provided to the SEC 1 – the financial intermediary subcontractor must provide the SEC with all the necessary information for the verification of compliance with the provisions of the preceding articles, namely: the) contract of subcontracting; b) Name of the persons responsible for making decisions and for control of the subcontracted activities or functions; c) description of procedures for monitoring and for the exchange of information between the two entities;


d) identity of the entity's supervisory authority subcontractor, if applicable; and in fact) any activity or subcontracted function that can jeopardize the principles set out in Article 308. 2-whenever the principal subcontractor to meet established in a country not belonging to the European Union 177, the SEC can confirm to the competent supervisory authority, that provided information.

Article 309-paragraph policy on conflicts of interest 1-the financial intermediary must adopt a policy on conflicts of interest, reduced to writing, and tailored to your size and organisation and the nature, the size and complexity of their activities. 2-whenever the financial intermediary is part of a group of companies, the policy must also take into account any circumstances that are, or should be, the knowledge of that which might lead to a conflict of interest arising from the structure and business activities of other companies in the group. 3 – the policy on conflicts of interest should: a) Identify, in respect of specific financial intermediation activities provided by or on behalf of the financial intermediary, the circumstances which constitute or may give rise to a conflict of interest; b) Specify the procedures to be followed and the measures to be taken in order to manage these conflicts. 4-the procedures and measures set out in subparagraph (b)) of the preceding paragraph shall be designed to ensure that the persons referred to in paragraph 5 of article 304.º involved in different activities, resulting in a situation of conflict of interest of the type specified in (a)) of the preceding paragraph, develop those activities with an appropriate degree of independence from the size and the activities of the financial intermediary and the group to which it belongs and the importance of risk of prejudice to the interests of customers. 5-to the extent necessary to ensure the level of independence required, must be included: a) effective procedures to prevent or control the exchange of information between persons referred to in paragraph 5 of article 178 304.º engaged in activities involving a risk of conflict of interest, whenever that may prejudice the interests of one or more customers; b) distinct surveillance of persons referred to in paragraph 5 of article 304.º whose principal functions involve carrying out activities on behalf of clients, or the provision of services to these when their interests may be in conflict or when they represent different interests, which may be in conflict, including the financial intermediary; c) the Elimination of any direct link between the remuneration of persons referred to in paragraph 5 of article 304.º involved in an activity and the remuneration or the revenue generated by other persons referred to in paragraph 5 of article 304.º, involved in another activity, to the extent that may arise a conflict of interest between those activities; d) the adoption of measures to prevent or limit any person from exercising inappropriate influence over the way in which a person referred to in paragraph 5 of article 304.º provides financial intermediation activities; and) the adoption of measures to prevent or control the simultaneous or sequential involvement of a person referred to in paragraph 5 of article 304.º in different financial intermediation activities, when this involvement can hinder the proper management of conflicts of interest. 6 – If the adoption of some of the procedures and measures provided for in the preceding paragraph shall not ensure the required level of independence, the SEC may require that the financial intermediary adopts alternative or additional measures that are necessary and appropriate for the purpose.

Article 309-B potentially damaging conflicts of interest to a client the policy on conflicts of interest referred to in the previous article 179 should cover the situations in which, as a result of the provision of financial intermediation activities or other circumstance, the financial intermediary, a person in relation to this domain or a person referred to in paragraph 5 of article 304.º : a) is likely to get a financial gain, or avoid a financial loss, at the expense of the client; b) has any interest in the results arising from a service provided to the client or of a transaction carried out on behalf of the client, which is conflicting with the customer interest in these results; c) Receive a financial benefit or otherwise to give priority to the interests of another client vis-à-vis the interests of the client; d) Develop the same activities that the client; and) Receive or will receive from a person other than the client, an illicit benefit for a service provided to the client, in the form of money, goods or services, other than the Commission or the normal fees for that service.

Article 309-C Record of activities that give rise to conflicts of interest 1-the financial intermediary shall maintain and regularly update registers of all types of financial intermediation activities carried out directly by you or on your behalf, which led to a conflict of interest with relevant risk allocation of interests of one or more clients or, in the case of ongoing activities , liable to lead to.

2-When providing services related to public offerings or other resulting insider's knowledge, the intermediary shall draw up lists of people who had access to information.

180 Article 309-D investment recommendations


1-the financial intermediary that, outside the context of the pursuit of the activity of investment advice, investment recommendations, as defined in article 12-the intended or likely to be disseminated under the responsibility or your company belonging to the same group as investment recommendations to their customers or to the public, must comply with the provisions of paragraph 5 of article 309-for persons involved in the drafting of recommendations. 2-people involved in preparing the recommendation cannot conduct personal transactions, in opposite direction that it recommends, on the financial instruments covered by recommendation or related financial instruments, unless exceptional circumstances occur and are authorized for this purpose by the competent authority of the financial intermediary. 3-analysts and other persons referred to in paragraph 5 of article 304.º that meet the moment likely to disseminate the recommendation or your content cannot perform operations or for your account, or on behalf of another person, on the financial instruments covered by recommendation or related financial instruments before the addressees of recommendation she had access and the opportunity to take investment decisions on the basis of your content unless within the normal exercise of the function of market maker or executing a client order. 4-for the purposes of the preceding paragraphs shall be deemed to be financial instrument related to another financial instrument any financial instrument whose price is likely to be influenced by fluctuations in price from another financial instrument. 5-the financial intermediary, analysts and other persons referred to in paragraph 5 of article 304.º involved in the drafting of recommendations cannot: 181 a) Accept, who has a significant interest in the subject matter of illegitimate benefits, as defined in article 313; (b) a favourable review Promise) issuers to which the recommendation refers. 6-your communication to the recipients, the financial intermediary must limit access to the content of the recommendation to the analysts involved in your preparation. 7-the financial intermediary must adopt procedures for ensuring compliance with the provisions laid down in paragraphs 2 to 6. 8-the financial intermediary may disclose, to the public or customers, investment recommendations produced by third parties since, in addition to compliance with article 12-D, check that who devises is subject to requirements equivalent to those provided for in this law in relation to the drafting of recommendations or has established a policy that provides for.

Article 309-operations carried out by relevant persons 1-the financial intermediary must adopt procedures to prevent any person referred to in paragraph 5 of article 304.º engaged in activities liable to give rise to a conflict of interest, or who has access to inside information or other confidential information to perform an operation or advise or solicits others to carry out a transaction in financial instruments : a) in violation of paragraph 4 of article 248 and article 378.º; b) involving the misuse or unlawful disclosure of confidential information; c) In breach of any duty of the financial intermediary as provided for in this code. 2-the procedures adopted by the financial intermediary shall ensure, in particular, that: the 182) All the persons referred to in paragraph 5 of article 304.º covered by paragraph 1 are made aware of the restrictions and procedures relating to personal transactions; (b)) the financial intermediary is immediately informed of all operations performed personal; and (c)) to be maintained a record of each operation staff, including indication of any authorisation or prohibition concerning the same.

Article 309-F Operation staff for the purposes of articles 309 and 309-, personal operation, a transaction in a financial instrument completed by a person referred to in paragraph 5 of article 304.º or on your behalf, provided that: a) the person referred to in paragraph 5 of article 304.º is acting outside the scope of the functions that performs in that capacity; or (b)) the operation is performed by account: i) The person referred to in paragraph 5 of article 304.º; II) of people with the person referred to in paragraph 5 of article 304.º have a relationship pursuant to paragraph 4 of article 248-B; III) Of society in which the person referred to in paragraph 5 of article 304.º holds, directly or indirectly, at least 20% of the voting rights or capital; IV) Of society in relation to group with society dominated by the person referred to in paragraph 5 of article 304.º; or v) of a person whose relationship with the person referred to in paragraph 5 of article 304.º is such that it has a direct or indirect material interest in the outcome of the operation, in addition to the fee or Commission charged in respect of the implementation of the same.

Article 312-the quality of the information


1-the information disclosed by the financial intermediary to 183 not qualified investors must: a) include your name; b) Be accurate and, in particular, not to give emphasis to any potential benefits of financial intermediation activity or financial instrument without also correct and clear indication of any relevant risks; c) Be presented in such a way as to be understood by the average recipient; d) Be presented in a way that does not hide or underestimate elements, declarations or important notices. 2-the comparison of financial intermediation activities, financial instruments or financial intermediaries should focus on relevant aspects and specify the facts and assumptions that depends on and the sources on which it is based. 3-the results recorded in the past of a financial instrument, a financial index or an activity of financial intermediation should: a) is not the most visible aspect of the communication; b) Include adequate information on the results covering the five years immediately preceding, or the whole period for which the financial instrument was offered, if less than five years, but not less than one year, or for a period longer than the financial intermediary has decided and based, in any case, in full period of twelve months; c) Mention the reference period and the source of information; d) Contain a clearly visible notice that the data refer to the past and the results recorded in the past are not a reliable indicator of future results; and) where are based on data in a currency other than that of the so-called State of a non-qualified investor, indicate the currency and include a warning that the gains for the investor can increase or decrease as a result of currency fluctuations; and f) are based on raw results, indicate the commissions 184 effects, compensation or other charges. 4-an indication of past results simulated shall only concern financial instruments and financial ratios and: a) be based on the actual results verified in the past of one or more financial instruments, financial indices or financial intermediation activities that are identical or underlie the financial instrument concerned; b) comply with the conditions laid down in (a)) (c)), e) and (f)) of the preceding paragraph, in relation to the results recorded in the past; and c) Contain a clearly visible notice that data refer to simulated past performance and the results recorded in the past are not a reliable indicator of future performance. 5-an indication of future results:) you can't rely on past results simulated; (b)) Must be based on reasonable assumptions supported by objective data; c) if based on raw results, should indicate the effects of fees, salaries and other charges; and d) must contain a clearly visible notice that does not constitute a reliable indicator of future performance. 6-the reference to a specific tax treatment shall state, so prominent, that this depends on the individual circumstances of each client. 7-it is prohibited to refer to any competent authority in order to suggest any endorsement or approval by a part of the goods or services of financial intermediary.

Article 312-B time of 1 – reporting the financial intermediary must provide unskilled investor, 185 sufficiently in advance to any binding financial intermediation or contract, pending a clientele relationship prior to the provision of financial intermediation activity proposal or request, the following information: a) the contents of the agreement; b) the information required in articles 312-C 312-G contract or related with the activity of financial intermediation. 2-the financial intermediary can provide the information required in paragraph 1 immediately after the beginning of the provision of the service if: a) at the request of the customer, the contract has been concluded using a means of distance communication which prevented him from providing the information in accordance with paragraph 1; or (b)) Provide the information referred to in article 15 of Decree-Law No. 95/2006, of 29 may, as if the investor was a "consumer" and the financial intermediary a "financial service supplier" within the meaning of this diploma. 3-the financial intermediary notifies the client, sufficiently in advance, through the same support that was provided initially, of any significant change in the information provided under articles 312-C 312-G.

Article 312-C information relating to the financial intermediary and the services rendered by you


1-the financial intermediary must provide the following information to unqualified investors: a) the name, address and nature of the financial intermediary and the contact details are required so that the client can communicate effectively with this; b) the languages in which the client can communicate with the financial intermediary and receive this documents and other information; c) channels of communication to be used between the financial intermediary and the client including, where appropriate, for the purposes of sending and reception of orders 186; d) declaration attesting that the financial intermediary is authorized to provide financial intermediation activity, an indication of the date of the authorization, the supervisory authority has granted and its contact address; e) whenever the financial intermediary is acting through a tied agent, a declaration to that effect, specifying the Member State of the European Union that the agent has a public listing; f) the nature, frequency and the frequency of reports on the performance of the service to be provided by the financial intermediary to the client; g) If the financial intermediary holds financial instruments or clients ' funds, a summary description of the measures taken to ensure your protection, namely synthetic information on investor-compensation schemes and deposit guarantee applicable to financial intermediary by virtue of its activities in a Member State of the European Union; h) description, although presented synthetically, the policy on conflicts of interest followed by the financial intermediary in accordance with article 309-A and, if the client requests, additional information on this policy; I) the existence and the operation mode of the financial intermediary service intended to receive and examine complaints from investors, as well as an indication of the possibility of complaint to the supervisory authority; j) nature, the General and specific risks, including liquidity, market or credit, and the implications underlying the service that aims to provide, whose knowledge is needed for the investor's decision making, taking into account the nature of the service to be provided, the knowledge and experience expressed, handing him a document that reflects this information. 187 2-When the client is a qualified investor, the preceding paragraph applies only if this expressly request the information referred to, and the financial intermediary expressly inform the customer of this right.

Article 312-D additional Information on the portfolio management 1 – in addition to the information required in the preceding article, the financial intermediary that offers or indeed pay the service of portfolio management, an investor must inform you about: a) the method and frequency of valuation of the financial instruments of the client portfolio; b) Any discretionary management subcontracting of all, or part, of the financial instruments or the money of the client portfolio; c) specifying the reference value face to which are compared the results of the client's portfolio or other method of valuation to be adopted pursuant to paragraph 2; d) The types of financial instruments which may be included in the client portfolio and types of operations which may be performed on these financial instruments, including any limits; and) the management objectives, the level of risk reflected in the exercise of discretion of the Manager and any specific limitations of this discretion. 2 – to enable the evaluation by performance of the portfolio, the financial intermediary must establish an appropriate method of evaluation, notably through the establishment of a benchmark, based on the client's investment objectives and on the types of financial instruments included in the portfolio.

188 article 312-and Information relating to financial instruments 1-the financial intermediary must inform investors of the nature and risks of financial instruments, explaining, with a sufficient degree of detail, the nature and risks of the type of financial instrument in question. 2 – the description of risks shall include: a) the risks associated with the financial instrument including an explanation of leverage effect and impact of the risk of losing the entire investment; b) the volatility of the price of the financial instrument and the possible limitations on the market on which it is traded; (c)) the fact that the investor could take over, as a result of transactions in the financial instrument, financial commitments and other additional obligations, in addition to the cost of purchasing the same; d) Any margin requirements or similar obligations, applicable to financial instruments of this type. 3 – information, provided to a non-qualified investor about a security subject to a public offer must include information about the place where can be found the relevant prospectus. 4-where the risks associated with a financial instrument composed of two or more instruments or financial services are likely to be greater than the risks associated with each of the instruments or the financial services, the financial intermediary should have a description of how your interaction increases the risk. 5-in the case of financial instruments that include a guarantee of a third party, the information about the guarantee shall include sufficient evidence about the guarantor and the guarantee, in order to allow a proper evaluation by a qualified investor. 6-A simplified prospectus in respect of units in a collective investment undertaking harmonised and which respects article 28 of Directive 85/611 number/EEC is considered suitable for purposes of paragraph 189 d) of paragraph 1 of article 312 article 312-F Information on the protection of the heritage of customers


1-the financial intermediary, always holding, or may hold, financial instruments or money belonging to unqualified investors, must inform them about: a) the possibility of the financial instruments or money may be held by a third party on behalf of the financial intermediary and the responsibility assumed for this, under the law applicable, in respect of any acts or omissions of third , and the consequences for the client of the insolvency of the third; b) the possibility of the financial instruments may be held by a third party in a global account, where permitted by applicable law, showing a clearly visible warning about the risks resulting therefrom; c) the impossibility, under the law applicable, to identify separately the clients ' financial instruments, held by a third party, in relation to property of such third party financial instruments or financial intermediary, showing a clearly visible warning of the resulting risks; d) the fact that the accounts containing financial instruments or money of the client are or may be subject to foreign law, indicating that the customer's rights may be affected; and) the existence and content of rights arising from guarantees that a third party has, or may have, in respect of financial instruments or to the client's money or compensation rights holding the face of those financial instruments or money. 2-the financial intermediary shall provide the qualified investors the information referred to in points (a) to (d)) and e) of the preceding paragraph. 190 3-a financial intermediary, before completing financing transactions in financial instruments, as defined in article 2 of Regulation (EC) no 1287/2006, of 10 August, concerning financial instruments belonging to an investor not qualified or use another title, per your account or for hire or reward, shall inform the client in writing well in advance in relation to the use of these financial instruments, on the obligations and responsibilities that fall upon himself by the fact that use these financial instruments, the conditions of your refund and the risks involved for such use.

Article 312-G info on costs and charges 1-the financial intermediary must provide unskilled investors, information on the cost of services, including: a) the total price to be paid by the investor in respect of the financial instrument or financial intermediation activity, including all fees, commissions, charges and related expenses broken down and all taxes payable via the financial intermediary or If it cannot be shown an exact price, the basis for calculation of the total price so that the investor can check; b) indication of the currency involved and fees and currency conversion costs apply, whenever any part of the total price should be paid or represents an amount in foreign currency; c) communication from the customer collection of other costs, including taxes related to operations concerning financial instrument or financial intermediation activity, which are not paid through the financial intermediary; d) arrangements for payment or any other formalities. 2-the information containing the costs referred to in the preceding paragraph is disclosed in such a way as to be clearly visible on all channels of contact with the public and must be delivered to the investor at the time of opening of 191 account and whenever the same unfavourable changes introduced to this, before these enter into force.

Article 314-portfolio management and investment advice 1-in the provision of services of portfolio management or investment advice, the financial intermediary must obtain from the investor, in addition to the information referred to in paragraph 1 of the preceding article, information concerning your financial situation and investment objectives. 2-the financial intermediary must obtain the necessary information so that you can understand the basic facts related to the client and to which, having regard to the nature and extent of the service provided, may consider that: a) the specific operation to recommend or to start matches the investment objectives of the client in question; (b)) the client can support financially any related investment risks consistent with your investment objectives; and (c)) the nature of the client ensures that this has the experience and knowledge needed to understand the risks involved in the operation or in the management of your portfolio. 3-If the financial intermediary do not get the required information, cannot recommend to the client investment services or financial instruments. 4-in the provision of investment advice to a qualified investor, the financial intermediary may assume, for the purposes of point (b)) of paragraph 2, that the client can support financially the risk of any injury caused by the investment. 5-the provisions of the preceding paragraph does not apply to customers whose treatment as qualified investors resulting from a your request.

192 article 314-B content of the information required


1-the information on the knowledge and experience of a client must include: a) The types of services, operations and financial instruments with which the client is familiar; (b)) the nature, volume, and frequency of client transactions in financial instruments and the period during which they were made; c) the level of education, profession or the previous relevant profession. 2-the information referred to in the preceding paragraph takes into account the nature of the investor, the nature and extent of the service to be provided and the type of product or transaction envisaged, including the complexity and inherent risks. 3 – whenever the financial intermediary pay an investment service to a qualified investor assumes that, in respect of products, operations and services for which it is treated as such, the client has the necessary level of experience and knowledge, particularly for the purposes of point (c)) of paragraph 2 of the preceding article. 4-information on the financial situation of the client including, where relevant, the font and the size of their regular income, their assets, including liquid assets, investments and real estate assets and his regular financial commitments. 5-information relating to the objectives of the investor's investment includes, where relevant, the period during which that aims to deter investment, your preferences regarding the assumption of risk, your risk profile and investment objectives.

193 article 314 C 1 – reporting the financial intermediary must refrain from encouraging a client not to provide the information required in the preceding paragraphs. 2-the financial intermediary may be based on information provided by clients, unless you have knowledge or is in a position to know that the information is out of date, inaccurate or incomplete. 3-the financial intermediary that receives from another financial intermediary instructions to provide investment services on behalf of a client of the latter can be based on: a) In customer information that has been transmitted by the financial intermediary who hired; (b)) in the recommendations on the service or operation that have been transmitted to the client by other financial intermediary. 4 – the financial intermediary to convey instructions to another financial intermediary shall ensure the sufficiency and accuracy of the information supplied on the customer and the appropriateness of the recommendations or advice relating to the service or operation that have been provided by you.

Article 314-D reception, transmission and execution of orders 1-in providing unique services of reception, transmission and execution of customer orders, even if accompanied by the provision of auxiliary services, shall not apply the provisions of article 314, provided that: (a) the subject-matter of the transaction to be) shares admitted to trading on a regulated market, bonds, excluding that incorporate derivatives, units in undertakings for collective investment in transferable securities and other financial instruments not harmonised complex; b) the service will be provided at the initiative of the client; c) the customer has been advised, in writing, even standardized 194, that, in providing this service, the financial intermediary is not required to determine the adequacy of the operation considered the circumstances of the client; and (d)) the financial intermediary fulfill the duties relating to conflicts of interest provided for in this code. 2-For the purposes of point (a)) of the preceding paragraph, a financial instrument is not complex, since: a) is not covered in paragraph 1(e)) and f) of paragraph 1 and b) e) of paragraph 1 of article 2; b) check if frequent opportunities to dispose of, redeem or at prices which are public and which are available to market participants, which corresponds to market prices or prices made available for independent review systems of the issuer; c) does not involve the assumption of responsibilities by the client in excess of the acquisition cost of the financial instrument; d) is publicly available appropriate information about its characteristics, which allow an investor to assess average unqualified, so informed, the opportunity to perform an operation on this financial instrument.

Article 317-the procedures for requesting treatment as qualified investor 1-treatment as unqualified to give the investor a qualified investor pursuant to article 30 depends on written agreement, to be concluded between the financial intermediary and the client that there is required, which shall specify, by clearly, your scope, specifying the services , financial instruments and transactions to which it applies. 2-in the absence of the stipulations laid down in the preceding paragraph, it is assumed that the agreement shall have effect on all services, financial instruments and contracted operations. 3-by written declaration, the customer can terminate the agreement referred to in paragraph 1 at any time. 195 Article 317-B requirements and procedures for requesting treatment as a qualified investor


1-non-qualified investors may ask the financial intermediary treatment as a qualified investor. 2-the satisfaction of the request formulated in accordance with the preceding paragraph depends on prior assessment, to be carried out by the financial intermediary, the knowledge and experience of the client, in order to ensure that this is capable of making his own investment decisions and you understand the risks they involve, weighted the nature of the services, financial instruments and contracted operations. 3-for the purposes of the assessment referred to in the preceding paragraph, the client must, at a minimum, comply with two of the following requirements: a) Have carried out operations with a significant volume in the relevant market at an average frequency of 10 per quarter over the previous four quarters; b) have a portfolio of financial instruments, including cash deposits exceeding € 500,000; c) Provide or have provided functions in the financial sector, for at least one year in a position which requires knowledge of the services or operations concerned. 4-in cases where the request has been lodged by a legal person, the assessment referred to in paragraph 2 and on the requirement mentioned in paragraph (c)) of the preceding paragraph are made in relation to the responsible for the investment activities of the applicant. 5-to request treatment as a qualified investor says the following: a) the client requests to the financial intermediary, in writing, treatment as a qualified investor, and need the services, financial instruments and operations to such treatment; b) After held the assessment referred to in article 196, the financial intermediary should inform the client in writing of the acceptance of the application and of the consequences resulting from the fulfillment of the request formulated, explaining that such option imports a reduction of the protection conferred by law or regulation; c) Received such information, the customer must declare in writing at autonomous document, which is aware of the consequences of your choice.

Article 317-C Responsibility and appropriateness of qualifications 1-it is the customer who have requested treatment as a qualified investor keep the financial intermediary informed about any change likely to affect the assumptions that led to your qualification. 2-the financial intermediary to know that a client no longer meets the requirements laid down in the preceding article must inform the client that if you don't check the maintenance requirements within the time limit for that particular, is treated as qualified investor.

Article 317-D eligible counterparties 1-Are eligible counterparties of the financial intermediary with which relate to: a) the entities set out in (a)) the g) and (i)), with the exception of regional Governments, paragraph 1 of article 30; b) people set out in points (a) to (g)) and h) of paragraph 3 of article 2-289 the treatment as an eligible counterparty may be removed, in respect of any type of operation or specific operations, by express declaration of eligible counterparty. 3-If, in the Declaration referred to in the preceding paragraph, the eligible counterparty:) does not expressly request treatment as not qualified 197 investor, treated as a qualified investor; b) expressly Request treatment as a qualified investor, you can at any time request the treatment as qualified investor pursuant to article 317-a. 4-the financial intermediary can also treat as eligible counterparties undertakings referred to in point (a) (b)) of paragraph 3 of article 30, provided that such treatment has been expressly accepted by the latter, in writing, in respect of a type of operation or specific operations. 5-the recognition of the status of eligible counterparty by financial intermediary in respect of the company referred to in the preceding paragraph, whose headquarters is located in another State, depends on the consecration of such status in their planning. 6-the fulfilment of the obligations provided for in articles 312 to 314-D, 321 to 323.º-C and the 333.º is not chargeable 328(1) the financial intermediary authorized to perform one or more of the services and activities provided for in points (a)), b) and f) of paragraph 1 of article 290 is always the transactions between the financial intermediary and an eligible counterparty or the provision of ancillary services with those related.

Article 321-the minimum content of contracts 1-financial intermediation contracts concluded with unqualified investors should at least contain: the complete Identification of the parties) address and contact phone numbers; b) indication that the financial intermediary is authorized to provide financial intermediation activity, as well as its registration number in the supervisory authority; c) General description of the services to be provided, as well as the identification of financial instruments covered by the services to be provided; d) indication of the rights and duties of the parties, including those of a legal nature and form, as well as consequences of non-compliance with contractual 198 attributable to either party; e) indication of the law applicable to the contract; f) information about the existence and the operation mode of the financial intermediary service destined to receive the complaints of investors as well as the possibility of complaint to the supervisory entity. 2-the elements referred to in subparagraph (a)) of the preceding paragraph may be received from other financial intermediaries who provide services to the customer, upon prior authorization and without prejudice to the obligation of professional secrecy laid down in paragraph 4 of article 304.º Article 323.º-the information Duties in the context of portfolio management


1-the financial intermediary must refer to each client a periodic statement, in writing, about the portfolio management activities performed on behalf of that client. 2-the periodic statement directed to unqualified investors must include: a) the designation of the financial intermediary; b) identification of the customer; c) a declaration by the content and the value of the portfolio, including information on all financial instruments held, its market value or fair value if market value is not available, the cash balance at the beginning and end of the period and the results of the portfolio during the same; d) the total amount of commissions and charges incurred during the period concerned, by allocating for headings, at least total management fees and total costs associated with the implementation, and including information that will be forwarded a detailed breakdown, upon request; and) a comparison of the results recorded during the period in question vis-à-vis the 199 reference value of investment results agreed between the financial intermediary and the client; f) the total amount of dividends, interest and other payments received during the period concerned, compared with the client's portfolio; g) information about other activities of the financial intermediary that will confer rights in relation to financial instruments held in the portfolio; h) for all operations performed during the period in question, the information referred to in (c)) m) of paragraph 5 of article 323.º, unless the customer opts to receive the information about operations performed the operation operation basis, being then applicable in paragraph 5 of this article. 3-in the case of unqualified investors, the periodic statement must be submitted every six months, except when: a) is submitted on a quarterly basis, at the request of the client; b) applicable paragraph 5, being presented at least annually, except for transactions in financial instruments covered in paragraph 1 (b)) f) paragraph of article 2; c) is submitted at least monthly, whenever an unqualified investor has authorized the transactions using the loan. 4-the financial intermediary should inform not qualified investors of your right to request the sending of the extract with a quarterly periodicity. 5-If you choose to receive information about operations performed the operation operation basis, after each operation, the financial intermediary must provide immediately, in writing, the essential information concerning that. 6-If addressed to a qualified investor, the communication referred to in paragraph 1 must contain the information referred to in paragraph 5 of article 323.º and be submitted no later than the first working day following the execution of the operation.

Article 323.º-200 (B) Duties of information 1-the financial intermediary which carries out portfolio management operations or operates customer accounts that include an open position not covered must communicate the unqualified investors losses that exceed the preset limit agreed between that and each client. 2-the notification referred to in the preceding paragraph must be made at the latest by the end of the business day on which the limit was exceeded or, in the case of this have been exceeded on a non-working day, at the beginning of the next business day.

Article 323.º-C Extract concerning the assets of clients 1-the financial intermediary must submit, in writing on a monthly basis, an extract relating to property belonging to the heritage of customers, unless the same has already been submitted in the framework of the provision of any other information. 2-the extract referred to in the preceding paragraph shall include: a) the amount of financial instruments or money held by the client, at the end of the period covered by the statement, indicating the moves made and their dates; b) the amount of financial instruments or money that has been the subject of financing transactions in financial instruments; c) the amount of any gains that accrue in favour of the client, by virtue of the participation in financing operations of financial instruments, and the facts that gave them; 3-in cases where a client's portfolio includes the revenue of one or more unsettled transactions, the information referred to in subparagraph (a)) of the preceding paragraph may be based on trade date or the settlement date, provided that the same basis is applied consistently to all the information contained in the Declaration. 201 4-When there is movement, the statement referred to in paragraph 1 may be submitted only quarterly or Semiannually, if consented to in writing by the client. 5-the financial intermediary providing the service of portfolio management to a client can include the statement referred to in paragraph 1 in the periodic statement sent to the client by virtue of paragraph 1 of article 323.º-a.

Article 327-the period of validity 1-orders are valid for a period defined by the originator and may not exceed one year, counted from the day following the date of receipt of the order by the financial intermediary. 2-the financial intermediary can set time limits below the maximum term provided for in the preceding paragraph, informing customers about the periods of validity that practice, which may vary depending on the structure of trading or the nature of the financial instruments. 3-If the originator does not set the expiration date, the orders are valid until the end of the day they are given.

Article 328 CCP-the aggregation and allocation of orders 1-the financial intermediary-wishing to proceed to the aggregation, in a single order, orders from various clients or transactions carried out on their own, must: a) ensure that the aggregation is not harmful in any computer; b) inform customers whose orders are to be aggregated from your policy of allocation of orders and, if appropriate, the effect of aggregation be harmful for your specific order. 2-the originator can oppose the aggregation of your order. 3-the intermediary must adopt a policy of allocating 202 orders customers and for its own account that provides a fair allocation and indicate, in particular: a) how the volume and price of orders relating to the form of employment; b) procedures to avoid the redeployment, so harmful to customers, operations performed on its own, performed in combination with client orders.


Article 328(1)-B aggregation and allocation of transactions carried out on their own 1-the financial intermediary, which has proceeded to aggregation of transactions for own account with one or more client orders, cannot affect the corresponding operations so detrimental to customers. 2-without prejudice to the next paragraph, where the financial intermediary to aggregation of an order from a client with an operation carried out on its own and aggregated order is partially executed, it should affect the corresponding operations on a priority basis to the client. 3-the financial intermediary may affect the operation of proportional mode to demonstrate inform that, without the combination, would not have been able to execute the order or I wouldn't have been able to run in advantageous conditions.»

Article 9 amendment to the systematic organization of the securities code 1-the title IV of the securities code is replaced by the following title. "Negotiation". 2-Chapter I of title IV of the securities code is replaced by the heading: "Scope", comprising articles 198 to 201; 3-chapter II of title IV of the securities code is replaced by the heading: "regulated markets and multilateral trading systems", covering: 203 a) in section I, with the heading "common provisions", articles 202 to 216; b) in section II, with the title "regulated markets": i) in subsection (I), with the title "General provisions", articles 217 to 223; II) in subsection (II), with the title "Members", articles 224 to 226; III) in subsection (III), with the title "admission to trading", articles 227.º to 232; IV) in subsection IV, with the heading "admission process", articles 233 and 000; v) in subsection V, with the title "Prospectus", articles 236 to 000; vi) in subsection VI, with the title "information on the securities admitted to trading", articles 244 to 250-b. 4-chapter III is added to title IV of the securities code, with the heading: "systematic Internalisation", comprising articles 252 to 257 5-title V of the securities code is replaced by the following title. "Central counterparty, clearing and settlement". 6-Chapter I of title V of the securities code is entered the following changes shall be replaced by the following title. "Central counterparty", comprising articles 258.º the 265 7-Chapter II of title V of the securities code is replaced by the following title. "Settlement Systems", covering: a) in section I, with the heading "General provisions", articles 226 to 273; b) in section II, with the title "operations": i) In subsection (I), with the title "General provisions", articles 274 to 277.º; II) In subsection (II), with the title "the liquidation of operations of regulated market", articles 278.º to 282. c) in section III, with the title "Insolvency of participants", articles 283.º to 286.º; d) in section IV, with the heading "Manage", articles 287.º and 288 8-section III of chapter I of title VI of the securities code is replaced by the following heading: "Organization and exercise". 9-in section III of Chapter I of title VI of the Código dos Valores Mobiliários 204 added: a) are the subsection (I), with the title "General provisions", comprising articles 304.º to 304.º-C; b) subsection II, with the title "internal organization", comprising articles 305.º to 305.º; c) subsection III, with the epigraph "safeguarding the assets of customers", covering articles 306 to 306-E; d) subsection IV, with the heading "records and conservation of documents", comprising articles 307 to 307-B; e) subsection V, with the heading "Subcontracting", comprising articles 308 to the 308-D; f) subsection VI, with the title "conflicts of interest and personal operations", comprising articles 309 to 309-F; g) subsection VII, with the epigraph "Defense of the market", covering articles 310 to 311; h) subsection VIII, with the title "information to investors", including: (i)) In Division I, with the heading "general principles", articles 312 to 312-B; II) in Division II, with the heading "minimum information", articles 312-C 312-G; I) subsection IX, with the epigraph "illegitimate Benefits", covering the article 313; j) subsection X, with the heading "assessing the adequacy of the operation", comprising articles 314 to 314-D; l) subsection XI, with the heading "Report of operations", covering the article 315; m) subsection XII, with the title "information relating to transactions in shares admitted to trading on regulated market" covering the article 316 10-section IV of Chapter 1 of title VI of the securities code is replaced by the following heading: "categorization of investors", comprising articles 317 to 317-d. 11-Chapter I of title VI of the securities code is added to section 205 V , with the following title: "Regulation", comprising articles 318 to 320 12-in section I of chapter II of title VI of the Código dos Valores Mobiliários are added the subsections I and II, with the following legend: "conclusion of brokering contracts" and "contract Information", comprising articles 321 to 322 and 323.º the 324, respectively. 13-section II of chapter II of title VI of the Código dos Valores Mobiliários passes to cover articles 325 to 334 article 10 amendment to the commercial companies code


Articles 365.º and 372.º of the Commercial companies code, approved by Decree-Law No. 262/86, of 2 September, with the amendments introduced by decree-laws No. 184/87 of 21 April, no. 280/87, of 8 July, no. 229-B/88, of 4 July, no. 418/89, of 30 November, no. 142/91, of 10 April , no. 238/91, of 2 July, no. 225/92, of October 21, no. 20/93, of 26 January, no. 261/95, of October 3, no. 328/95, of December 9, no. 257/96, of 31 December, no. 343/98, of November 6, no. 486/99, of 13 November, no. 36/2000, of 14 March No. 237/2001 of 30 August, no. 162/2002, of 11 July, no. 107/2003, of 4 June, no. 88/2004, of April 20, no. 19/2005 of 18 January, no. 35/2005, February 17, no. 111/2005, of 8 July, no. 52/2006, of March 15, no. 76-A/2006, of 29 March No. 8/2007 of 17 January shall be replaced by the following: ' article 365.º [...]

Public limited liability companies can issue debentures convertible into shares representing your capital or you held.

Article 372.º [...]

Public limited liability companies can issue bonds with warrant.»

206 article 11 Amendment to the legal framework of brokers and brokerage financial – Decree-Law No. 262/2001, of September 28 articles 2 and 3 of the legal regime of brokers and brokerage financial, approved by Decree-Law No. 262/2001, of September 28 shall be replaced by the following: ' article 2 [...]

1-The brokers having as their object the provision of services and activities referred to in (a)), b), c) and (f)) and without warranty in public offering of distribution referred to in point (d)), all of article 290 of the securities code. 2-the subject of brokers understand the services and activities listed in (a)) and c) of article 291.º of Código dos Valores Mobiliários, as well as any other whose exercise is allowed by order of the Minister of finance, the Bank of Portugal ears and the securities market Commission.

Article 3 [...]

1-financial brokerage companies have as their object the provision of services and activities referred to in article 290 of the code of securities. 2-include still the object of financial brokerage companies the services and activities listed in article 291.º of Código dos Valores Mobiliários, as well as any other whose exercise is allowed by order of the Minister of finance, the Bank of Portugal ears and the securities market Commission.»

207 article 12 Amendment to the legal framework of undertakings for collective investment The 47 and 83 of the Juridical Regime of undertakings for collective investment, approved by Decree-Law No. 252/2003, of 17 October, as amended by Decree-Law No. 52/2006, of March 15, are replaced by the following:% quot% article 47 operations outside of regulated market and MTF are subject to special registration organized by managing transactions in assets admitted to trading in regulated market held outside of regulated market and MTF.

Article 83 the regulation [...]:) [...]; b) [...]; c) [...]; d) [...]; e) [...]; f) [...]; g) [...]; h) [...]; i) [...]; j) registration of transactions on behalf of OIC, on asset admitted to trading on regulated market held outside of the regulated market or MTF; l) [...]; m) [...]; 208 n) [...]; o) [...]; p) [...]; q) [...]; r) [...]; s) [...]; t) [...]; u) [...]; v) [...]; x) [...]; z) [...].»

Article 13 amendment to Decree-Law No. 176/95, of 26 July articles 2 and 5 of Decree-Law No. 176/95, of July 26, as amended by Decree-Law No. 60/2004, of March 22, are replaced by the following: ' article 2 [...]

1 - […]. 2 - […]. 3 - […]. 4 - […]. 5 - […]. 6-the duties of information provided for in the preceding paragraphs can be added, if necessary means for effective understanding by the policyholder of the essential elements of the undertaking, information and publicity duties adjusted to special features of insurance or operations of the Life ", to be determined by the Instituto de Seguros de Portugal or, in the case of insurance contracts linked to investment funds for the securities market Commission, heard 209 the Instituto de Seguros de Portugal. 7-If the specific features of insurance or operations so warrant, it may be required that information be made available through a prospectus the contents and support are defined by the Instituto de Seguros de Portugal or, in the case of insurance contracts linked to investment funds, by regulation of the securities market Commission, heard the Instituto de Seguros de Portugal. 8 - [...].

Article 5-the [...]

1 - […]. 2 - […]. 3-The pre-contractual duties provided for in paragraph 1 of article 179 of the Decree-Law Nr 94-B/98, of 17 April, there are specific duties of information and advertising to be defined by the Instituto de Seguros de Portugal or, in the case of insurance contracts linked to investment funds, the securities market Commission, heard the Instituto de Seguros de Portugal. 4-Without prejudice to the performance of other duties of pre contractual information, insurance undertakings shall make available the information referred to in the preceding paragraph through prospectus the contents and support are defined by the Instituto de Seguros de Portugal or, in the case of insurance contracts linked to investment funds, the securities market Commission, heard the Instituto de Seguros de Portugal. 5 - […]. 6 - […]. 7 - […]. 8 - […].»

210 article 14 amendment to Decree-Law No. 94-B/98, of 17 April articles 6, 20, 131-A, 131-156, 243 B of Decree-Law No. 94-B/98, of 17 April, republished by Decree-Law No. 251/2003 of 14 October, as amended by Decree-Law No. 145/2006, of July 31 shall be replaced by the following : ' article 6 [...]

1-[previous article body]. 2-the provisions of the preceding paragraph shall not prejudice the supervisory powers relating to insurance contracts linked to investment funds allocated to the securities market Commission.

Article 20 [...]


1 - […]. 2 - […]. 3-When the company is devoted to the marketing of insurance contracts linked to investment funds, the revocation decision is preceded by the opinion of the Committee on securities market. 4-[previous paragraph 3]. 5-[previous paragraph 4]. 6-[previous No. 5].

Article 131-the [...]

1-the advertising carried out by insurance companies and business associations is subject to the general law, without prejudice to what is laid down in rule 211 of the Instituto de Seguros de Portugal and, in the case of insurance contracts linked to investment funds, on regulation of the securities market Commission, heard the Instituto de Seguros de Portugal. 2-the regulations provided for in the preceding paragraph, that will guarantee the protection of specific lenders, insurance may cover the insurance intermediaries and shall provide for the disclosure of fare conditions in insurance to individuals.

Article 131-B intervention of Instituto de Seguros de Portugal and the securities market Commission 1-without prejudice to the powers of the securities market Commission as regards insurance contracts linked to investment funds, and assignments which fall specifically the protection of consumers committed to other institutions and the establishment of forms of cooperation with the same , the compliance with the rules applicable to advertising of insurance undertakings and their associations the Instituto de Seguros de Portugal. 2 - […]. 3 - [...]

Article 156 [...]

1 - […]. 2-the provisions of the preceding paragraph shall not affect the powers of the securities market Commission concerning insurance contracts linked to investment funds. 3-[previous No. 2]. 4-[previous paragraph 3].

212 243 Article [...]

1-[previous article body]. 2-the provisions of the preceding paragraph shall be without prejudice to the powers of regulating the securities market Commission concerning insurance contracts linked to investment funds.»

Article 15 amendment to Decree-Law No. 12/2006, de 20 articles 14, 23, 26, 29, 30, 42, 63, 64, 65 and 92 of Decree-Law No. 12/2006, de 20 shall be replaced by the following: ' article 14 [...]

1-Two or more open pension funds, managed by the same management company, each with its own investment policy and the other can be differentiated marketed jointly, in order to make it easier for taxpayers to choose between various investment options. 2-the set of funds provided for in the preceding paragraph shall be subject to the conclusion of a single contract of adhesion, which must indicate, in particular, the special conditions of transfer of units between the funds marketed jointly, in accordance with the set for enabling regulation of Instituto de Seguros de Portugal or, in the case of individual membership of open pension funds , by regulation of the securities market Commission, heard the Instituto de Seguros de Portugal.

213 article 23 [...]

1 - [...]. 2 - [...]: a) […]; b) […]; c) type of accession admitted; d) [previous subparagraph (c))]; and name and headquarters of the entities) traders; f) [Former subparagraph (d))]; g) [previous article)]; h) [previous subparagraph (f))]; I) [previous subparagraph (g))]; j) [previous paragraph (h))]; k) [previous subparagraph (i))]; l) [previous (j))]; m) [previous k)]; n) [previous (l))]; the) [previous subparagraph m)]; p) [previous (n))]; q) [previous article)]; r) [previous (p))]; s) [previous subparagraph q)]; t) [previous) (r)]; u) [previous (s))]; v) [previous subparagraph t)]. 3-Notwithstanding the provisions of the following paragraph, the value of the units, the composition broken down background applications and the number of units of participation must be published with minimum monthly periodicity in appropriate means of disclosure, under the terms established by the enabling regulation of Instituto de Seguros de Portugal, heard, in the case of open pension funds with individual membership , the securities market Commission. 214 4-[...]. 5-the regime of liability for errors of appreciation is established for enabling regulation of Instituto de Seguros de Portugal, heard the securities market Commission.

Article 26 [...]

1 - [...]. 2 - [...]. 3 - [...]: a) [...]; b) [...]; c) [...]; d) [...]; e) [...]; f) [...]; g) reference to the Instituto de Seguros de Portugal and the securities market Commission, as the competent supervisory authorities; h) [...]; i) [...]. 4 - [...]. 5 - [...].

Article 29 [...]

1-In exceptional circumstances and where the interests of participants and beneficiaries the advise, subscription operations or transfer of units in open pension funds can be suspended by a decision of the management company, of the Instituto de Seguros de Portugal or, in the case of open pension funds with individual membership of the securities market Commission in the latter case, 215 being previously heard the other authority. 2-the Fund Manager communicates the suspension referred to in paragraph 1 and the reasons therefor prior to the Instituto de Seguros de Portugal, which in the case of open pension funds with individual membership reports on the securities market Commission.

Article 30 [...]

1 - [...]. 2 - [...]. 3 - [...]. 4 - [...]. 5 - [...]. 6 - [...]. 7 - [...]. 8 - [...]. 9 - [...]. 10-where the application for prior authorisation of extinction is an open pension fund with individual membership, the Instituto de Seguros de Portugal, before deciding, hears the securities market Commission.

Article 42 [...]

1 - [...]. 2 - [...]. 3-When the management company engaged in the marketing of individual membership of open pension funds, the revocation decision is preceded by the opinion of the Committee on securities market.

216 article 63 [...]


1-with a view to better understanding, by the taxpayers, the characteristics of the background, the financial risks inherent in the membership and the tax regime, the securities market Commission, heard the Instituto de Seguros de Portugal, may require that, prior to the conclusion of the contract of individual membership, the relevant information contained in the regulation and management of the contract of adhesion is made available through a prospectus , whose content and support are fixed by regulation. 2 - [...]. 3 - [...]. 4-the duties of information referred to in the preceding paragraph may be added, if necessary means to better and effective understanding of the background and characteristics of the accession agreement concluded, specific duties of information, to be determined, as well as their periodicity, regulation of the securities market Commission, heard the Instituto de Seguros de Portugal.

Article 64 [...]

1 - […]. 2 - […]. 3 - […]. 4 - […]. 5-reports and accounts relating to open pension funds and management companies are made available to the public on a continuous basis and through that provides free and easy access to information, in accordance with the set for enabling regulation of Instituto de Seguros de Portugal, heard, in the case of open pension funds with individual membership, the securities market Commission.

217 article 65 [...]

1-the advertising carried out by management companies shall be subject to the general law, without prejudice to what is expressed in enabling regulation of Instituto de Seguros de Portugal and, in the case of open pension funds with individual membership, on regulation of the securities market Commission, bearing in mind the protection of taxpayers ' interests, participants and beneficiaries. 2 - [...]. 3 - [...].

Article 92 [...]

1 - [...]. 2-the provisions of the preceding paragraph shall be without prejudice to the powers of supervision of the securities market Commission on the marketing of individual membership of pension funds. 3-[previous No. 2]. 4-[previous paragraph 3]. 5-[previous paragraph 4]. 6-[previous No. 5]. 7-[previous paragraph 6].»

Article 16 Exemption of fees Are exempt from any fees and charges all acts relating to registration, exclusively, to adapt to the changes introduced by the present Decree-Law and be carried out until 1 November 2007.

218 article 17 transitional Law 1-Who at the date of entry into force of this Decree-Law has a qualifying holding pursuant to article 16 of the securities code that has not yet been disclosed to the market has two months to inform the issuer the relevant information, and disseminate the information received within the time limit laid down in article 17 of that code. 2-issuers with registered office in a State not belonging to the European Union are exempt from presenting your annual report in accordance with article 245 before the financial year that begins in January 2009, since the report in accordance with internationally accepted standards referred to in article 9 of the Regulation [EC) 1606/2002. 3-the provisions of article 246.º shall not apply to issuers which, at the date of entry into force of the present law, are admitted to trading on regulated market equity securities debt secured by unconditional and irrevocable of the State or its regional or local authorities. 4-The prospectors, whose identity has been reported to the SEC until 1 November 2007, the list of tied agents. 5-financial intermediaries shall notify the CMVM, until November 30 2007 the possible amendment of the services provided, from that date, by their tied agents.

Article 18 Repeal to the Código dos Valores Mobiliários 344 articles are hereby repealed and 345.º of the securities code.

Article 19 entry into force 1-Without prejudice to the following paragraphs, this decree-law comes into force on 1 November 2007. 2-amendments to articles 8, 16, 17, 20.-, 23, 167, 232, 244, 247.º, 249, 250, 389.º 219, 390.º, 393.º and 394 shall enter into force on the day following that of publication of the present Decree-law. 3-the duties provided for in articles 245 and 246.º apply to the exercises started on or after January 2007. 4-issuers referred to in paragraph 2 of article 246.º-may, from the date laid down in paragraph 2, make use of the Faculty there. 5-c) of paragraph 5 of article 246.º only applies from 9 March 2009. 6-the provisions on supervision of insurance contracts linked to investment funds and open pension funds with individual membership shall enter into force as soon as the necessary regulations are adopted CMVM. 7-the provisions of paragraph 1 shall be without prejudice to the approval and publication in the prior date of regulations needed to carry out the provisions of this decree-law.

Seen and approved by the Council of Ministers of the Prime Minister and State Minister of finance 220 Annex II draft decree-law of investment advice


This decree-law transposing partially to the internal legal order the directive no. 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments, amending Council directives Nos 85/611/EEC and 93/6/EEC and Directive No. 2000/12/EC of the European Parliament and of the Council and repealing Council Directive 93/22/EEC by establishing the legal regime applicable to companies which have as their object the provision of the service of investment advice in financial instruments and the reception and transmission of orders in relation to those. The now consecrated regime does not preclude the maintenance of a figure entirely governed by the national law-investment consultants dedicated to investment advice on securities. Whereas, on the other hand, the investment advice in financial instruments pursuant to the MiFID, happens to be one of the financial intermediation activities that integrate all the major investment services and activities, and on the other, investment firms or credit institutions duly authorised can develop, on a cross-border basis such services and activities, it is important to ensure that the entities that wish to pursue that activity meet the necessary requirements to enable them to qualify as investment companies and benefit from the designated Community passport. Thus allows investment firms to operate across the European Union on the basis of the authorisation which is granted by the Member State in which is situated the your headquarters. In this context, establishing itself as a new figure "society of investment advice", and governed, in autonomous degree, its legal regime. These societies may take the form of a public limited company or limited liability company. The fact that those interested can opt for one of the listed types of societies is rooted in the fact that if you find that the greater or lesser complexity of business structure you can reflect on the type of company adopted. With regard to companies that adopt the type of limited company, noted that its capital must be represented by registered shares, so that you can easily determine who are their shareholders, with a view to 221 control whether these meet the conditions necessary to ensure the sound and prudent management of such companies, in particular, holders of qualifying holdings. It should also be stressed that, while investment firms, investment advice companies are subject to a system of prior authorization, without which they cannot carry out your activity. Such autorizativo regime embodied in a single act of registration, to be carried out by the securities market Commission, who are thus empowered to oversee such companies also under the prudential point of view. The Directive permits the Member States to recognise those companies wishing to engage in the provision of investment advice in financial instruments, the possibility to benefit from a more flexible regime in terms of prudential supervision. The use of this prerogative, prudential requirements established the lighter applicable to investment companies, but, still, able to satisfy the needs of prudence in order to ensure the proper functioning of such companies. Another highlight that, in order to ensure that the activity of investment advice is developed in compliance with the best existing canons in the matter, requires that the members of the management bodies and other persons who effectively direct the activity are people fit and professionally able to perform those tasks in that undertaking.

Finally, it should be noted that the high technicality of some of the matters dealt with in the present law, is meant to let the securities market Commission, by regulation, adjust more clear some aspects of the regime that establishes.

So: the use of legislative authorization granted by law n° ___/2007, 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 and 1 seat-Are companies of investment advice investment firms 222 exclusively permitted to exercise the activities of investment advice and of reception and transmission of orders for hire or reward provided for in points (a)) and f) of paragraph 1 of article 290 of the securities code. 2-the thirst and the effective administration of the investment advice must be in Portugal. 3-investment consulting companies are governed by the rules set out in this decree-law and of the securities code.

Article 2 company type and 1-administration of investment advice companies can adopt the type of limited liability company or limited liability companies. 2-the capital of society of investment advice to adopt the kind of public limited-liability company must be represented by registered shares. 3-the Management Board of the investment advice is provided, at least two elements, except in the case of sole proprietorship limited liability.

Article 3 prohibited Operations it is forbidden to companies of investment advice: Stop money or financial instruments); b) extending credit in any form; c) Provide personal or real guarantees in favor of third parties; d) Purchase by your account of any financial instruments and real estate, except for those necessary for the installation of its own activities.

Article 4 the reputation and professional experience of the members of the Board of Directors of the society of investment advice, persons who effectively direct the business and the members of your Board of supervision must be suitable 223 and possess appropriate experience in the performance of their duties.

Article 5 suitability of holders of qualifying holdings 1-those interested in stopping qualified participation in society of investment advice must meet conditions to ensure the sound and prudent management of that society. 2-for the purposes of this decree-law, the concept of qualifying holding is defined in the general scheme of credit institutions and financial corporations.

Article 6 asset Requirements


At the time of registration of the company Constitution of investment advice must satisfy at least one of the following requirements: a) equity initial capital of € 50,000, performed to the date of incorporation of the company; (b)) A professional civil liability insurance covering the whole territory of the European Union, or any other equivalent, to cover the liabilities arising from professional negligence, representing at least € 1.000.000 coverage by accident and, globally, € 1,500,000 for all accidents that occur during a year; c) a combination of initial capital and professional civil liability insurance in a form resulting in a level of protection equivalent to that enjoyed by any of the above.

Article 7 Registration 1-Constitution the Constitution of society of investment advice is subject to registration in the SECURITIES MARKET. 2-the register referred to in the preceding paragraph is instructed on the basis of the elements required by law for the authorization of investment firms, without prejudice to others by 224 CMVM (securities market Commission) Regulation are established. 3-depends on prior consultation to the supervisory authority of the Member State of the European Union, the granting of the registration for the society of investment advice that is: a) subsidiary of an investment firm authorised in that Member State, or subsidiary of parent company of investment firm under these conditions, or dominated by the same natural or legal persons that dominate an investment firm authorised in that Member State; b) subsidiary of a credit institution authorised in that Member State, or the parent of a credit institution in such conditions, or dominated by the same natural or legal persons that dominate a credit institution authorised in that Member State; c) subsidiary of an insurance undertaking authorised in that Member State, or subsidiary of parent company of insurance undertaking in these conditions, or dominated by the same natural or legal persons that dominate an insurance undertaking authorised in that Member State. 4-for the purposes of assessment of the requirements of articles 4 and 5, the SEC exchange information with supervisory authorities referred to in the preceding paragraph. 5-the application for initial registration of activities referred to in article 295.º of Código dos Valores Mobiliários is appreciated at the same time as the application for registration of establishment of society of investment advice.

Article 8 granting and refusal of registration of establishment 1-the decision to grant the registration or your refusal is communicated to the applicant within 60 days from the date of receipt of the application or, where appropriate, receipt of additional information to that requested. 2-the registration is refused if the applicant does not meet the requirements provided for in this regulation or in regulation, in particular where: a) the shortcomings in the application for registration are not remedied within the time limit fixed by the SEC; b) request instruction be vitiated by inaccuracies or falsehoods; c) the SEC don't consider demonstrated that are meeting the requirements of good repute and 225 professional experience laid down in articles 4 and 5; d) the applicant does not have the required equity requirements; and the appropriate supervision of the company) of investment advice is poisoned by a close relationship between that and third parties; f) proper supervision of investment advice is poisoned by virtue of any legal or regulatory provisions of the third country which is subject to any person with whom the society has close relationship or by difficulties inherent in the implementation of the same.

Article 9 cancellation and expiry of registration of Constitution 1-SEC registration with the following cancel fundamentals: a) if it has been obtained by means of false declarations or other illicit files; b) If leave to check some of the requirements for the granting thereof, and society does not rectify the situation within the SEC determine; c) if it is exercised by society not corresponding to the registered activity; d) if the company discontinues the activity or reduce to an insignificant level by more than 12 months; e) if serious irregularities in the Administration, accounting or internal auditing organization of society; f) if the company violates the norms governing the your activity. 2-cancellation of registration entails the dissolution and the liquidation of the company. 3-registration shall lapse if the company expressly him resign or if you do not launch activity within 12 months after your Constitution.

Article 10 communication of qualifying holdings in company of investment advice


1-the person who, directly or indirectly, wishes to acquire or dispose of 226 qualified participation in society of investment advice communicates your intention before the SEC and the amount of the resulting participation. 2-the provisions of the preceding paragraph shall apply to cases in which it is intended to increase or reduce the qualifying holding that person already has, so that the percentage of the voting rights or capital holding reaches, exceeds or is less than 10%, 20%, 33% or 50%, or where, for any other reason, establish or cease a domain relationship with the management company. 3-within 3 months from the date of such communication, if it considers that it is not shown that the person concerned meets the requirements set out in paragraph 1 of article 5, the SEC opposes the acquisition or reinforcement. 4-When did not deduct opposition, the SEC may fix a maximum period for the completion of the intended operation. 5-If the person concerned is an investment firm, credit institution, insurance undertaking or managing body of undertaking for collective investment in transferable securities authorised in another Member State, a harmonised or person who master any of these entities and if, as a result of the intended acquisition, the investment advice pass under your domain, the assessment of the operation is subject to prior consultation with the supervisory authority of the Member State concerned. 6-the acquisition or the strengthening of qualified shareholding is not reported to the SEC, or to which this object, prevents the defaulter, through vote, exercise in society influence higher than that it held before the acquisition or enhancement of participation, being inhibited, as necessary, the exercise of the voting rights attaching to your participation. 7-once you have knowledge of any changes to your holdings structure included in paragraphs 1 and 2, the society of investment advice communicates this to the CMVM.

Article 11 cross-border activity and investment advice companies based in Portugal who wish to carry out your business in another Member State of the European Union, as well as those based in Member State of the European Union wish to pursue your activity in Portugal, 227 shall apply, respectively, with the necessary adaptations, the provisions of articles 199.º-D and 199.º-and the general scheme of credit institutions and financial corporations approved by Decree-Law No. 298/92 of 31 December, and notifications, communications and other procedures that may be required for the satisfaction of the claim of the applicants run their terms with the securities market Commission.

Article 12 Rules the SEC determines by regulation: a) the elements that instruct the registration of establishment of society of investment advice and their procedures; (b)) The particulars required for the assessment of the requirements of good repute and experience set out in articles 4 and 5; c) The particulars required for the assessment of the requirement of the capacity of holders of qualifying holdings to develop the sound and prudent management of the investment advice companies in participating; d) the requirements and procedures for verification of the professional skills of those who actually provide the consulting service; and the subject of guarantees) may be considered equivalent to the professional liability insurance.

Article 13 entry into force this law shall enter into force on the day November 1 2007.

Seen and approved by the Council of Ministers of the Prime Minister and State Minister of finance 228 Annex III draft Decree-law amending the legal framework for management companies and systems markets


After about seven years on the process of transformation of markets and systems managers of mutual associations in profit liability companies, whose legal framework was given to him by Decree-Law No. 394/99, of 13 October, it is now necessary to review this scheme in order to suit the changes, since the last review introduced by Decree-Law No. 8-D/2002 , 15 January, occurred in the establishment of structures for the management of markets and systems. A part of these changes forms part of the ongoing reform of the capital market as a result of the transposition of Directive No. 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments, but the present draft transcends in wide extent this purpose, seeking to reform the legal framework of the Constitution and functioning of markets and systems managers. From the outset the scope of diploma comes to extend to the new companies formed for the exclusive management of multilateral trading systems as well as companies, as a result of the amendment to article 268 of the securities code, they can pursue independently the activities of management of the Clearinghouse and the assumption of responsibilities as a central counterparty. With regard to the subject of management companies of regulated markets, came, on the other hand, include in your management scope of multilateral trading system and, on the other hand, excluded the possibility to accumulate the management of settlement system, being the purpose ínsito in this second amendment risk segregation between both functions. Also clarified the activities which, incidentally, may be conducted by management companies of regulated markets, in particular the preparation, distribution and marketing of information on markets or financial instruments and the development, management and marketing of computer hardware and software. Equipped to holding companies regulated market, from the point of view of the legal object, the management companies of multilateral trading systems. Relates to point out the change in regime permitted holdings in the capital of the Fund managers of regulated markets, which cease to be based on 229 typing of legitimized to acquire shares of those entities to pass to set up a control system to the qualifications of those who want to acquire or dispose of a qualifying holding. Similar change of philosophy also applies at the level of participation allowed in the capital of other entities, which shall be measured according to the underlying purpose of this detention is authorized only participation-the holding of equity investment – similar in nature, although remain bounded to the entities that proceed a subject on the perimeter of the markets and systems managers. Is the subject of renewed treatment relating to conflict of interest, which once was thought out around an impediment to the accumulation of administration functions in managing body of markets and systems with the exercise of activities, in particular in issuer of securities admitted in market management and your financial intermediary, and happens to be based on gauging the reputation and professional experience of the holders of the governing bodies. It's clarified the relationship between the ministerial authorization process, which stands for both regulated markets as to the respective fund managers, and the process of registration with the SEC of the last. With regard to education and registration procedures, modifications resulting, on the one hand, the consolidation of the regime that was dispersed in thirst regulation and, on the other hand, the consecration of flexibility solutions. This framework was introduced, among the grounds for refusal of registration, verification of facts likely to derail the proper supervision.

Particularly inovatória's the prediction expressed an assurance of continuity of regulated markets, for a transitional period, when your extinction can result serious damage to the national economy or for issuers, market members or investors. The same spirit to provide the legal framework of management companies of a complete scheme, tailored to their specific needs and secure is manifested in the introduction of own standards intended to regulate the theme of good governance and conflicts of interest. Finally, it is important to emphasize the creation of a legal type designed specifically for the management of clearing house and/or central counterparty, in this way, recognizing the growing autonomy that these activities have taken on in relation to the management of markets and settlement systems. 230 as well: the use of legislative authorization granted by law n° ___/2007, of _ _ _ _ _ _ and under subparagraphs (a) and (b))) of paragraph 1 of article 198 of the Constitution, the Government decrees as follows: title I General provisions article 1 Scope 1-this Decree-Law regulates the legal regime of regulated market companies, management companies of multilateral trading systems , management companies of clearing house or act as central counterparty of the settlement system companies and management companies of centralized system of securities. 2-the societies referred to in the preceding paragraph shall also apply the Código dos Valores Mobiliários.

Article 2 Nature and legal status of The companies regulated market companies, asset management companies of MTF, the holding companies of the Clearinghouse or central counterparty, the settlement system companies and asset management companies of centralized system of securities are limited liability companies article 3 The Headquarters holding companies referred to in the previous article have registered office and administration effective in Portugal 231 TITLE II holding companies regulated market and management of multilateral trading system chapter I and article 4 Subject contract Features and firm management companies regulated market


1-The regulated market companies must have as main subject the management of the markets referred to in article 199.º of Código dos Valores Mobiliários, and may also carry out the following activities: a) multilateral trading systems management referred to in article 200th of the securities code; b) clearance of net positions; c) provide other services related to the issuance and trading of securities that do not constitute financial intermediation activity; d) Provision to members of the markets it manages the services that are necessary for the intervention of these members in markets managed by counterpart entity of another State; and) preparation, distribution and marketing of information relating to markets in financial instruments or financial instruments traded; f) development, management and marketing of computer hardware and software, as well as telematic networks for the hiring and the transmission of orders or data. 2-the firm of the companies referred to in this article must include the term ' holding company regulated market» or the abbreviation SGMR, which, or others with them if you confuse, cannot be used by other entities.

232 article 5 Subject and firm management companies of multilateral trading systems 1-Fund managers of multilateral trading systems should be prime object the management of multilateral trading systems referred to in article 200th of the securities code, and may also carry out the activities referred to in paragraph 1 of the preceding article. 2-the firm of the companies referred to in this article must include the term ' holding company MTF» or the abbreviation SGSNM which, or others with them if you confuse, cannot be used by other entities.

Article 6 Participation allowed 1-The holding companies regulated market or MTF may hold participations: the) similar in nature; and (b)) in the holding companies referred to in article 2 or in societies that developing some of the activities referred to in paragraph 1 of article 4 2-participation of holding company regulated market or MTF in society that import the assumption of unlimited liability or partnership issuer of shares admitted to trading or selected for negotiation or in multilateral trading systems it manages depends on prior authorisation of the securities market Commission [SEC), granted by demonstration of the existence of adequate mechanisms to compensate for the increased risk or to prevent conflicts of interest, respectively.

Article 7 number of shareholders in The holding companies regulated market or MTF are and remain with any number of shareholders, in accordance with 233 of the law.

Article 8-1 The share Capital holding companies regulated market or multilateral trading system must have capital of at least to what is established by order of the Minister of finance. 2-on the date of incorporation of the company, the minimum amount of share capital must be fully subscribed and paid up. 3-The shares representing the share capital of companies regulated market or multilateral trading system must be registered.

Article 9 qualifying holdings 1-Who, directly or indirectly, intends to acquire qualifying holding in a management company of a regulated market or MTF shall communicate before the SEC to your intent and the amount of the resulting 2-participation is considered qualifying holdings: a) which directly or indirectly, represent at least 10% of the capital or of the voting rights of the company or (b)), for another reason, enabling a significant influence over the management of the management company. 3-for the purposes of this Ordinance, be deemed to be the participant's voting rights in the holding company regulated market or multilateral trading system referred to in paragraph 1 of article 20 of the securities code, mutatis mutandis. 4-the provisions of paragraph 1 shall apply to cases where the proportion of the voting rights or the percentage of capital held reaches, exceeds or is less than any of the 10% thresholds, 20%, 33% or 50%, or where, for any other reason, establish or cease a domain relationship with the management company.

234 article 10 trustworthiness requirements 1-Who wishes to acquire or strengthen qualifying holdings in accordance with the previous article must be suitable in accordance to appreciate by the CMVM. 2-for the purposes of the preceding paragraph shall apply, mutatis mutandis, paragraph 2 of article 103 of the general scheme of credit institutions and financial corporations. 3-SEC, by regulation, establish other appropriate standards to achieve the circumstances considered as indicating a lack of fitness, in addition to those referred to in paragraph 1.

Article 11-1 Decision within 30 days of the communications referred to in article 9, the SEC deducts opposition to acquisition or enhancement if it considers that it is not shown that the person concerned meets the requirements of good repute. 2-when you do not deduct opposition, the SEC may fix a maximum period for the acquisition or enhancement of participation. 3-If the person concerned is an investment firm, a credit institution, an insurance undertaking or a UCITS management company authorised in another Member State, or person who master any of these entities and if, as a result of the intended acquisition, establish a relationship of dominance over the management company, the appreciation of this acquisition is subject to prior consultation of the competent authority of the Member State concerned.

Article 12 Communication following the management company of the regulated market or MTF shall communicate to the CMVM, within 15 days, the celebration of the acts by which it is implemented the acquisition or increase of qualifying holding subject to advance notification.

235 article 13 disqualifications to vote


1-the acquisition or strengthening of qualifying holding provided for in article 9 is not reported to the FTC or the SEC objected, prevents the defaulter, through vote, exercise in society influence higher than that it held before the acquisition or enhancement of participation, being inhibited, as necessary, the exercise of the voting rights attaching to your participation. 2-failure to comply with the duty provided for in the previous article determines the inhibition of the voting rights, until the completion of the communication.

Article 14 special Regime of invalidity of resolutions 1-whenever the SEC or the Board of management of the regulated market or MTF is aware of any situation of inhibition of exercise of voting rights, in accordance with the provisions of the preceding article, shall immediately inform the Chairman of the general meeting of the company and should this Act in order to prevent the exercise of voting rights inhibited. 2-nullable social decisions Are made based on votes inhibited, unless it is proved that the resolution would have been adopted without those votes. 3-the annulment of the decision can be challenged under the general terms or by the CMVM.

Article 15 dissemination of equity the Board of Directors of the management company of regulated market or multilateral trading system should promote the dissemination, in the newsletter of the market: a) the communications referred to article 12; b) shares information, decrease or cessation, including the identity of the holders, in relation to the social capital represented by shares with voting rights, to the total capital, in 236 amount equal to or greater than the contributions referred to in paragraph 3 of article 9; c) until the fifth day prior to the day of the General Assembly, the list of shareholders who are holders of shares representing more than 2% of the share capital represented by shares with voting rights or total capital.

CHAPTER II Administration and enforcement article 16 Requirements of holders of 1 – recipients of the organs of administration and supervision of management company of regulated market or MTF and the persons who effectively direct must be suitable and equipped with professional experience, giving assurances of sound and prudent management. 2-the assessment of suitability and requirements of professional experience shall apply, mutatis mutandis, paragraphs 2 to 4 of article 30 and article 31 of the general scheme of credit institutions and financial corporations. 3-asset management companies shall establish in your code of ethics rules for the exercise of functions and the arrest of qualifying holdings by the holders of its management bodies in other entities, designed to prevent the occurrence of conflicts of interest.

Article 17 Lack of requirements of holders of If in relation to any holder of the administrative or supervisory stop check, due or not incidental, known by the PORTUGUESE SECURITIES MARKET COMMISSION at the time of their registration, the requirement of reputation, the SEC must notify the management company of the regulated market or MTF to immediately put an end to the functions of the persons concerned and, within a period to be fixed, promote the replacement.

237 article 18 1 Administration-the Board of Directors of the management company of the regulated market or MTF has 2 plural composition-in particular, the Board of Directors of the management company of regulated market or multilateral trading system, in accordance with the legal and regulatory rules applicable and in relation to markets or systems managed by the society : a) Approve the rules governing the overall organization or systems and markets the admission, suspension and exclusion of members of those markets or systems; b) approve the rules relating to the admission or selection to negotiation, suspension and exclusion of financial markets instruments or systems; c) approving rules that lay down quantitative limits to the positions that each investor or member of the market, by itself or in association with others, can take in operations on the financial instruments referred to in subparagraphs (a) (d)) and e) of paragraph 1 of article 2 of the securities code; d) approving the rules governing disciplinary measures in accordance with article 32, protected the confidentiality of the process and the guarantees of the accused's defence; e) decide on the admission of members of markets or multilateral trading systems or, when leave to check the requirements of your admission or as a result of disciplinary action, about the suspension and exclusion of those members; f) Exercise disciplinary authority; g) admitted to trading or selecting for trading, as well as suspend and delete of trading financial instruments; h) requiring issuers of securities admitted to trading and to the members of the markets or the information systems necessary for the exercise of its powers, even if the requested information are subject to professional secrecy; I) oversee the implementation of the operations, the behavior of the members of the markets or systems and the fulfilment of duties of information; j) promote cooperation with entities of national markets and counterparts 238 foreigners. 3-The Board of Directors racing also take any measures required for the proper functioning of the market or to prevent the practice of any fraudulent acts and others likely to disrupt the regularity of your operation, including: a) interrupt the negotiation; b) Suspend operations; c) Delete offers from trading system or cancel business; d) delete operations like element for the calculation of the reference price, where applicable. 4-the measures adopted pursuant to paragraph 1 and the reasons for them must be immediately reported to the SEC, which can determine your withdrawal, if consider inadequate or ineffectual to justification.

CHAPTER III Authorisation article 19 Consent the formation of holding companies regulated market, even by amendment of the corporate purpose of existing company or Division, and the Constitution of the regulated markets managed by it rely on authorization, granted by the Minister of finance, with a prior opinion of the CMVM.

Article 20 Statement of request


1-the application for authorisation is accompanied by the following elements: the partnership agreement project); b) organisational structure and human, technical and material resources that will be used; c) structure of the markets that the company intends to run; d) Study confirming the economic and financial viability of society constitute; and 239) identification of founding shareholders, with specification of the amount of the capital subscribed by each; f) identification of the entities holding any shares in the company, specifying their percentage of the share capital and the proportion of the voting rights, under article 20 of the securities code; g) Declaration of commitment that in the Constitution Act, and as her condition, will be deposited in a credit institution the amount of the share capital. 2-the PORTUGUESE SECURITIES MARKET COMMISSION, on its own initiative or at the request of the Minister of finance, may request further information from applicants and elements and perform the enquiries it deems necessary.

Article 21 Decision 1-the decision is notified to the interested parties within two months of receipt of the application, and the opinion of the PORTUGUESE SECURITIES MARKET COMMISSION be issued within one month of the date of your request. 2-if elements or additional information are requested, the date of receipt of the same is the initial term of the time limits laid down in the preceding paragraph, which may not exceed, respectively, six and five months. 3-in the absence of a decision within the time limits laid down in the preceding paragraphs shall be deemed to have been rejected the claim.

Article 22 Refusal authorization is refused when: a) the application for authorisation is not instructed, within the applicable time limits, with the particulars referred to in paragraph 1 of article 20, or, at the same time, are not delivered the elements and the additional information requested; b) request instruction be vitiated by inaccuracies or falsehoods; 240 c) society to be not observing the rules that apply to them; d) constitute society does not have the human, technical and material resources or adequate financial resources for the pursuit of your objects; and Not to be granted authorisation) Constitution of the regulated market whose management society to constitute proposes to ensure.

Article 23 authorization Expiry shall lapse: a) If applicants her renounce expressly; b) if the company is not incorporated within 6 months after your permission or not start activity within 12 months after your authorization; c) if the company is dissolved; d) If the regulated market intends managing not start activity within 12 months after the authorization of the company.

Article 24 1 set Standard-the Minister of finance may revoke the authorization in any of the following: a) Have been obtained by means of false declarations or other illicit means; b) does not correspond to the activity objects; c) if the company ceases to carry on business; d) leave to verify the adequacy of the financial and economic situation of the company, to ensure that the provisions of article 32, notably as a result of regularisation of not any of the situations referred to in paragraphs 2 and 3 of article 40 in the period that is fixed by the SEC; and if any) leave the requirements that depend on the granting of the authorization; f) Occur serious faults in activity of the company, particularly in the Administration, monitoring, in accounting or 241 systems organization of internal control; g) non-compliance with legal and regulatory standards, which apply to you or not compliance of regulations of the competent authorities; h) the company did not adopt the measures referred to in paragraph 6 of article 29; I) Extinction of the regulated market operated by the company. 2-the withdrawal of authorisation implies dissolution and liquidation of the company holding regulated market. 3-the Minister of Finance shall establish, in the Act of revocation, the provisional management regime of the society, and may, in particular, to appoint a majority of the members of the management and supervisory bodies of the company and determine the adoption of any measures to ensure the protection of the market. 4-going on appeal of revocation, it is assumed that the stay of execution determines injury in the public interest.

Article 25 denunciation 1 domain-this chapter is still applicable, mutatis mutandis, to whom you want to reach or exceed, in accordance with article 20 of the securities code, participation of 50% of the voting rights attaching to the share capital of management company of regulated market and who, for this, can exercise a dominant influence in accordance with article 21 of the same degree. 2-the authorization process must at least be accompanied by the evidence that they are meeting the legal requirements of the investor and the quality referred to in (a)) and (f)) of article 20 3-additional bedding is refusal of authorisation the Finance Minister not to consider that the applicant demonstrated satisfies the provisions of article 103 of the general scheme of credit institutions and financial corporations mutatis mutandis. 4-is grounds for revocation which specific decisions to be taken or other acts to practice following the authorization does not take place within 6 months or your implementation does not take place within 12 months after the grant of authorisation. 242 5-the acquisition of participation under paragraph 1, without prior authorization, shall apply the provisions of paragraph 2 of article 13, until it is obtained the authorization or until it is reduced to participation. 6-the same regime applies to who is involuntarily in the situations provided for in paragraph 1.

Chapter IV article 26 Registration subject to registration


1-The regulated market companies, asset management companies of MTF, holders of its corporate bodies, persons who effectively direct the business and others by the CMVM regulation are subject to registration, cannot start your activity while not registered with the SEC. 2-the authorization referred to in article 217 of the code of securities and registration of regulated markets and multilateral trading systems will only be granted to the respective holding companies after registration of these. 3-SEC, by regulation, define the terms and content that obeys the record management companies provided for in paragraph 1.

Article 27 registration 1-Content of the register of regulated market companies and management companies of multilateral trading system, in particular, the following elements: a) updated articles of Association; b) identification of the holders of corporate bodies, persons effectively direct the society and of the people, by the CMVM regulation, are subject to registration; c) identification of the persons holders of qualifying holdings and 243 of their holdings amount. 2-the application for the registration of holding companies regulated market or multilateral trading system must be accompanied by the documents required for the proof of facts, namely: a) the identification of markets or systems managed by the society, including a programme of operations, specifying in particular the types of business envisaged and the organisational structure; b) the description of the human, technical and material resources that society has assigned to each market or management system; c) feasibility study and business plan, as well as a demonstration that the management company is able to comply with the prudential requirements; 3-in the case of holding companies regulated market the application must also be accompanied by the authorization referred to in article 217 of the securities code and copy of the documents that accompanied the process. 4-Are made to the registry changes to the elements subject to criminal penalties, administrative or disciplinary action applied.

Article 28 Term 1-the deadline to apply for the registration is of 15 days from the date on which the facts to be recorded have occurred. 2-the register of holders of the holding company regulated market or MTF can be requested prior to their appointment and shall be communicated immediately to the SEC. 3-the deadline for consideration of the application for registration is 30 days from the date of submission of the corresponding application or provide clarification or additional information requested by CMVM. 4-the register considers refused if the SEC did not perform within the period prescribed in the preceding paragraph.

244 article 29 refusal and cancellation 1-the SEC refuses the registration of holding companies or of the facts to be recorded when the application or its assumptions are desconformes legal or regulatory standards, in particular where: a) the fact that the register be null; b) Is manifest that is not created in the documents presented; (c)) are not delivered to the elements and the additional information requested; d) request instruction contains of inaccuracies or falsehoods; and) is not proven or Miss suitability to holders of qualifying holdings; f) is not proven or lack integrity or professional experience to the holders of management bodies and the people who actually run the company; g) the society does not have human, technical and material resources or adequate financial resources for the pursuit of your objects; h) proper supervision of the management company is poisoned by a close relationship between this and other people; I) holding company supervision appropriate to be poisoned by legal or regulatory provisions of a third country which is subject to any of the persons with which the management company has a relationship of proximity or by difficulties inherent in the application of such provisions. 2-Constitute grounds for cancellation of the registration management companies or of the facts recorded: a) check for any condition before or after the registration that would frustrate that it was carried out and that has not been remedied within the time limit fixed by the SEC; (b)) to your obtaining by false statements or other illicit files; c) check or incidental knowledge the lack of suitability of holders of qualifying holdings, if the application of the corresponding inhibitions cannot ensure the sound and prudent management of the company; 245 d) verification or incidental knowledge of lack of experience and suitability of the holders of the management bodies or persons who effectively direct the society, unless the replacement is sought within your designated by the SEC; and) is not started the market activity or proposed system within 12 months after your registration; f) occurrence of significant market activity or system during 6 consecutive months; g) withdrawal of authorisation provided for in article 217 of the securities code; h) violation so serious and reiterated, the relevant provisions; I) the dissolution of the management company. 3-deregistration of the market or the system imports the deregistration of the management company, in case this does not manage other markets or systems. 4-for the purposes of point (d)) of paragraph 2, the holding companies regulated market or multilateral trading system are required to notify the SEC the facts as referred to in article 17, as soon as they are aware and take appropriate measures to ensure that these people cease immediately functions. 5-refusal or cancellation of registration referred to in the preceding paragraph does not determine the invalidity of acts committed by the person concerned in the course of their duties. 6-in the Act of cancellation, the SEC establishes the necessary measures to defend the interests of investors, issuers and market members or systems.

Article 30 Continuation of regulated markets


When the cancellation of the registration of the company involve serious damage to the national economy or, in particular, to the issuers of securities admitted to trading, to the members of the market and to investors, can Finance Minister heard the PORTUGUESE SECURITIES MARKET COMMISSION, take appropriate measures to ensure, during the time needed, the continuity of the markets until the dissolution of the company.

Chapter V corporate Vicissitudes 246 article 31 amendment to articles of Association 1-the merger, Division, dissolution and reduction of the share capital of the company depend on non-opposition of the CMVM, communicated within 15 days. 2-Lack of communications prior to SEC the following amendments to the articles of Association: a) objects; b) Firm; c) headquarters of the society; d) create new classes of shares or modification of the existing categories; e) limitations of vote counting and other related matters; f) structure of management or supervisory bodies; g) Limitation of the powers of the administrative or supervisory body.

CHAPTER VI article 32 rules of conduct proper management and good government 1-The holding companies regulated market or multilateral trading system must ensure the maintenance of high standards of quality and efficiency in the management of the markets to your position, as well as in the provision of other services. 2-fund managers must implement mechanisms to ensure sound management of the technical operations of their systems, including the establishment of effective contingency arrangements to cope with risks of systems disruption. 3-asset management companies shall establish and disseminate good governance mechanisms that allow a proper hearing of members of or market system and 247 issuers in the decision-making process concerning them. 4-asset management companies shall publish annually a report on the structure and practices of corporate governance. 5-the SEC shall, by regulation, define the contents, form and deadline for disclosure of the report referred to in the preceding paragraph article 33 1 conflict of interest-The holding companies regulated market or multilateral trading system must adopt appropriate internal organisation measures: a to) Identify, prevent and avoid the occurrence of conflict of interest between the requirement of proper functioning of the markets or manages systems and the interests of the management company , of the holders of qualifying holdings, the management bodies of the company or the people who actually converge, and b) Manage the possible adverse consequences, resulting from conflicts of interest, to the functioning of markets or systems it manages or for its members, it is impossible to prevent such conflicts. 2-The holding companies referred to in the preceding paragraph should be fair and equitable mode of its shareholders, the members of the market or of the system, and issuers of securities.

Article 34 Auto-admission 1-the management company of the regulated market shall adopt appropriate procedures to prevent the occurrence of conflicts of interest in case of auto-admission of securities. 2-auto-admissão is considered for admission to trading of securities issued by the company management of the regulated market, or for one of the companies with which is in a dominant position over the latter nor of markets group manages.

248 article 35 Defense 1 market-the management company of the regulated market or MTF must act with the greatest commercial probity, not allowing the practice of acts likely to jeopardise the regularity of operation transparency and credibility in the market. 2-include, but are not likely to jeopardise the regularity of functioning, transparency and credibility of the market the conduct referred to in article 311 of the securities code. 3-the management company of the regulated market or MTF shall communicate immediately to the SEC verifying disorderly trading conditions or conduct likely to jeopardise the regularity of functioning, transparency and credibility of the market or of the system, providing all information relevant to its investigation, and thus the relevant defaults of rules relating to the operation of the same.

Article 36 1 code of conduct-The holding companies regulated market or multilateral trading system should adopt a code of ethics to which are subject:) holders of its organs; b) employees; c) members of the markets it manages; d) any entities that intervene in markets managed by the management company of the regulated market or MTF or have access to the facilities of these markets managed by the society, as the duties related to such intervention or access. 2-the code of ethics must regulate, inter alia: a) market protection measures; b) the terms on which the persons subject can trade financial instruments traded in the market by themselves managed; 249 c) the rules on the exercise of functions and the arrest of qualifying holdings by the holders of its management bodies in other entities, designed to prevent the occurrence of conflicts of interest; d) standards of diligence and competence which must be observed in all activities of society; and appropriate sanctions) seriousness of the disciplinary offence, and may provide for, among other things, the sanctions of warning, suspension for up to six months or of exclusion. 3-The standards for recipients of holders and employees of the company and the markets it manages members should establish high levels of demand. 4-the code of ethics and its amendments shall be communicated to the CMVM.

Article 37 professional secrecy 1-the management company of the regulated market or MTF, the members of its organs, their workers and the people who pay, whether on a permanent or occasional basis, any services are subject to professional secrecy with regard to all facts and elements whose knowledge is linked to them in the performance of their duties or the provision of its services. 2-the duty of secrecy does not cease with the end of the functions or the service. 3-the facts and elements covered by the duty of secrecy can only be disclosed pursuant to the law, namely the CMVM.

Article 38 disciplinary power and duties of notification


1-are subject to the disciplinary authority of the holding company regulated market or multilateral trading system, under the conditions laid down in the code of ethics, the persons referred to in paragraph 1 (b)), (c)) and first part of d) of paragraph 1 of article 36 2-Constitutes a disciplinary offence to breach of duties to the persons referred to in paragraph 1, provided for in the law in regulation or code of conduct 250. 3-disciplinary measures applied are communicated to SEC. 4-If the offence is a misdemeanour or crime also set up public, the Board of Directors of the company must report it immediately to the SEC.

Article 39 principles of exercise of disciplinary authority The holding companies regulated market or MTF shall exercise disciplinary authority in accordance with principles of Justice and fairness, ensuring the exercise of the contradictory and provide justification for the respective decisions.

CHAPTER VII article 40 Prudential Regulations prudential rules and 1 Organization-economic and financial situation of the holding companies regulated market or multilateral trading system must ensure permanently article 33 2-the management company should. the) be provided with the necessary resources to manage the risks to which it is exposed, b) Implement appropriate mechanisms and systems to identify all significant risks to your operation, in particular the risk of data loss in case of operational problems; and (c)) to establish effective measures, including contingency and continuity plans to mitigate those risks. 3-a proportion of not less than 10% of net profits ascertained in each financial year by holding companies regulated market or multilateral trading system must be intended for the creation of legal reserve to the extent of the share capital. 251 4-for the purposes of paragraph 1, the PORTUGUESE SECURITIES MARKET COMMISSION, by regulation, establish the rules which are necessary, in particular as regards: a) the capital adequacy requirements applicable in non-consolidated or consolidated basis, as well as the respective calculation rules and the system of prudential supervision; b) the limits and forms of extraneous resources and coverage of any other responsibilities vis-à-vis third parties; c) to the minimum limits for formation of provisions for risks arising from the activity; d) the limits concerning the relationship between the participations and and own funds) the definition of the content of accounting plans. 5-if it's violated any of the duties referred to in the preceding paragraphs, the SEC may establish reasonable deadline for settlement of the situation.

Article 41 acquisition of the real estate holding company regulated market or multilateral trading system can only acquire the buildings which are necessary for your installation and operation.

TITLE III management of clearing house or act as central counterparty article 42 Firm and legal regime 1-Fund managers referred to in point (c)) of paragraph 2 and in paragraph (c)) of paragraph 3 of article 268 of the code of securities should use in your firm, depending on the objects to which they propose, the designation "sociedade gestora de Clearinghouse with assumption of central counterparty" , holding company "clearing house" or "central counterparty". 252 2-the designations referred to in the preceding paragraph may be replaced by the corresponding abbreviations: SGCCCC, SGCC, cc. 3-Without prejudice to the provisions of this title, the societies referred to in the previous article shall apply, mutatis mutandis, the title II of this decree-law.

Article 43 Authorisation the exercise of functions of clearing house and central counterparty for transactions in financial instruments referred to in subparagraphs ii and iii))) (d) and (e)) of paragraph 1 of article 2 of the securities code is subject to prior authorization by joint Ordinance of the Minister of finance and the Minister of industry who respect the underlying assets , heard the CMVM.

Article 44 Regulating the SECURITIES MARKET regulations, in particular, of the following matters: a) activity of clearing house and central counterparty; b) technical means and human and material risk management techniques necessary to the granting of registration at holding companies clearing house or act as central counterparty; c) prudential rules relating to the control of the financial risk.

TITLE IV management of settlement system and centralized system of securities article 45 1 Object-can be incorporated companies which have as their object the exercise, alone or together, the management of: a) securities settlement system; 253 b) centralized System of securities. 2-the societies referred to in the preceding paragraph cannot provide management services of securities markets.

Article 46 1-Legal Regime At management companies mentioned in the previous article shall apply, mutatis mutandis, the provisions of title II. 2-the disclosures provided for in article 15 shall be made in the website of the respective management company.

Article 47 1-Firm asset management companies provided for in this title shall use at your firm, depending on the object you propose to proceed, the name "holding company" settlement system, "sociedade gestora de centralized system of securities" or "sociedade gestora de liquidation system and centralized system of securities". 2-the designations referred to in the preceding paragraph may be replaced by the corresponding abbreviations: SGSL, SGSCVM and SGSLSCVM.

Article 48 patrimonial asset management companies Segregation of settlement system can only use the financial instruments of third parties under the terms and for the purposes for which they are appointed.

Title V transitional and final provisions article 49 254 illicit social ordering for breach of a mere duties enshrined in this Decree and the Court of Justice applies the provisions of the Código dos Valores Mobiliários for mere social ordering illegal.

Article 50 transitional Law


1-The holding companies formed and registered in the SEC at the time of publication of this decree-law shall adapt the respective statutes and internal organization models until the date of entry into force, so as to give host to changes by this introduced. 2-Are exempt from any fees and charges all deeds and registration relating to exclusively adapt to changes introduced by the present Decree-Law and are carried out within the time limit laid down in the preceding article.

Article 51 set Standard is revoked Decree-Law No. 394/99, of 13 October.

Article 52 entry into force 1-this decree-law shall enter into force on 1 November 2007. 2-the provisions of the preceding paragraph shall be without prejudice to the approval and publication in the prior date of regulations needed to carry out the provisions of this decree-law.

Seen and approved by the Council of Ministers of the Prime Minister and State Minister of finance 255 Annex IV preliminary draft Decree-Law concerning investment in tangible assets the public marketing of negotiating schemes intended for investment in tangible assets-such as stamps, precious stones, works of art and antiques-shows, between us, poorly regulated. The provision of these services is not subject to any supervision of the financial markets regulatory authority, circumstances leading to investors in this kind of investment contracts have a level of protection is not adequate given the nature and the risks that these products generally behave. This Decree-Law aims to thereby remedy the absence of regulatory intervention, introducing a set of measures to enhance the quality of the information about these products even when inserted into content advertising-message, clarifying and ensuring the adequacy of the contractual relationship between the parties and establishing standards provided supervisory and sanctioning regime. Because the matters on which it should focus on the supervision of these products and their respective entities traders have as main determinant behavioral risks, to best ensure your effectiveness and efficiency, this competence to the CMVM given your experience with this kind of supervision. It is expected that we are faced with this type of contract where the offer or marketing of these involves the receipt of funds from the public for investment on behalf of customers, those goods or rights over them to your monetization or recovery and subsequent delivery to the end of part or all of the same.

In terms of investor protection, the present law discipline the range of operations and mentions sealed in pursuing investment policy, pre and post contractual requirements and the rules to which the entities that offer are linked on the safety and segregation of goods belonging to customers. This activity also is limited only to public limited-liability companies, which are required to have organised accounting and financial statements subject to a legal certification of accounts. Furthermore, undertake the entities exercising this supervisory function to notify the SEC related facts, in particular, with the detection of irregularities or can be likely to affect the pursuit of the activity of entities that sell tangible goods. 256 also expected the SEC to disclose a list of the entities engaged in this activity, and, for this purpose, duties of notification to the SEC prior to the commencement of activity and subsequent information duties still to be determined in Regulation, relating to the activity carried out by these entities.

So: the use of legislative authorization granted by law n° ___/2007, of _ _ _ _ _ _ and under subparagraphs (a) and (b))) of paragraph 1 of article 198 of the Constitution, the Government decrees the following: article 1 scope 1-this Decree-Law establishes the marketing discipline, directed specifically to persons with residence or establishment in Portugal, for goods or services used for the investment in tangible assets. 2-marketing of goods or services used for the investment in tangible assets, the public offering of goods or services, regardless of the contractual modality used, whereby the supplier: a) receives from consumer any amount in return or for the purpose of acquiring these, of goods or rights on them; and (b)) Assume the obligation to conclude any other business relating to tangible assets or acquired rights, aiming at the total or partial refund, at once or in installments, the price paid or to your monetization or recovery. 3-The tangible assets referred to in the preceding paragraphs are any movable or immovable property, including stamps, artworks and antiques. 4-Only commercial companies formed under the type of limited company can commercialize goods or services used for the investment in tangible assets. 5-for the purposes of this Decree-Law: (a)) Consumer means any person who is acting for purposes which fall within the scope of your professional activity; b) supplier: commercial companies formed under the limited liability company type which market goods or services used for the investment in tangible goods 257. 6-real estate investment funds, special investment agencies and management companies of estates governed by special legislation.

Article 2 operations and Who sealed the activity indications referred to in the preceding article cannot: a) carry out any activities or transactions reserved for credit institutions, finance companies, investment firms, undertakings for collective investment, insurance and reinsurance companies or to any other entities registered with the Bank of Portugal, the securities market Commission or of the Instituto de Seguros de Portugal; b) include in your title, in the designation of the goods or services marketed, in advertising their activities or any other information to provide to the public or their customers any reference to financial activity or to collective investment or any other likely to cause confusion with the activities reserved for entities referred to in the preceding paragraph or with financial instruments.

Article 3 prior Information


Before the conclusion of any contract for the marketing of goods or services used for the investment in tangible assets, the consumer must be informed, in writing, on: the Identification of the supplier of the goods) or services and of your ability to pay; b) Nature, characteristics, risks, costs and other charges underlying the proposed goods or services; (c) goods valuation systems) marketed and ways of access to them; d) commercial Objectives supplier of goods or services; and Safety Rules) and segregation of customer assets and, that being the case, 258 on the nominal value of those goods; f) guaranteed minimum Value and guarantees of compliance with the obligations undertaken by the supplier; g) the law applicable to the contract; h) rules and procedures relating to complaints; I) coverage by the investors compensation schemes; j) Existence, conditions and procedures for exercising the right of termination of the contract, indicating the name and address, or the person's electronic geographic before which the right can be exercised.

Article 4 form and content of the contract 1-contracts concluded with consumers in the pursuit of the activity regulated in this decree-law shall, on pain of nullity, be reduced to writing and shall contain all the elements referred to in article 3 2-the wording of the contract must be written explicitly and clearly. 3-the consumer must date and sign the document referred to in paragraph 1, being also the compulsory delivery to the consumer of a copy of the contract signed by the supplier. 4-the nullity referred to in paragraph 1 is enforceable at all times, but only by the consumer.

Article 5 right of withdrawal 1-the consumer can settle the contract within 14 days from the date of your signature, without the need to indicate the reason and without that there can be no compensation or a penalty. 2-the time limits laid down in the preceding paragraph may be extended by agreement between the parties. 3-Have not written the clause providing the waiver of the right provided for in the preceding paragraphs, as well as stipulating a penalty or compensation of any kind in the event of exercise of that right. 259 4-safeguarding the right of withdrawal provided for in the preceding paragraphs, by the end of the deadline set for that purpose plus three days, vendors cannot receive any sums directly or indirectly related to the purchase of goods or services. 5-free resolution shall be notified to the supplier by means likely to test and according to the terms of the contract and with the information referred to in article 3 6-the notification made on paper or another durable medium available and accessible to the recipient shall be deemed to have been timely made if sent to the last day of the period, including. 7-the exercise of the right of withdrawal extinguishes the obligations and rights arising from the contract with effect from your signature by the consumer. 8-the consumer must return to the supplier any sums or property it received within 30 days of the dispatch of the notification of the resolution. 9-whenever the price of the good or service contract is fully or partly covered by credit granted by the supplier or by a third party on the basis of an agreement concluded between this and the vendor, the credit agreement is automatic and simultaneously regarded by solved, without right to compensation if the consumer exercise your right of withdrawal in accordance with the preceding paragraphs.

Article 6 1-Segregation in the pursuit of the activities referred to in this decree-law, the supplier shall adopt the rules provided for in this article, as well as others that bind contractually with their clients concerning the safety and segregation of assets belonging to them. 2-In all acts that practice, as well as in their accounting records, the supplier must ensure a clear distinction between the goods belonging to your assets and property belonging to the heritage of each of its customers. 3-the opening of the insolvency proceedings or recovery of company has no effect on the acts committed by the supplier on behalf of their customers. 4-the supplier can, in your interest or in the interest of third parties, have the assets or rights belonging to their clients, unless written agreement. 5-the money received from consumers or your favor should be deposited into account Bank 260 held by the beneficiary.

Article 7 documents of account 1-the vendor accounts must be the subject of legal certification of accounts by registered auditor in SEC. 2-the supplier shall submit to the supervisory arrangements mentioned in paragraph b) of paragraph 1 of article 413.º or (b)) and c) of paragraph 1 of article 278.º of Código das Sociedades Comerciais. 3-Who performs the functions of supervision provided for in the preceding paragraph shall communicate immediately to the SEC the facts relating to the entity concerned that knowledge in the performance of their duties, when such facts are likely to:) constitutes infringement of any legal or regulatory standard that discipline the activity referred to in this law; b) affect the continuous functioning of the pursuit of the activities of the entity concerned; c) Justify the refusal to certify the accounts or to the expression of reservations. 4-the duty of communication imposed by the preceding paragraph takes precedence over any restrictions on disclosure of information, legal or contractually provided for, and the fulfillment of your good faith does not involve any responsibility for their subject. 5-the SEC can establish, by regulation, duties of communication and dissemination linked to documents of accountability and the legal certification of accounts payable by the supplier.

Article 8 Notifications 1-those who want to develop the activity referred to in this decree-law shall notify the SEC of this intention, at least fifteen days prior to the start date of the activity. 2-the notification referred to in paragraph 1 must contain the elements set forth by CMVM (securities market Commission) Regulation. 261 3-Are also notified to the SEC any changes to the elements subject to prior notification, including the cessation of the activity.

Article 9 Duties of information before the SEC


The supplier shall notify the CMVM, at intervals and in accordance with that for this are established by regulation, the number of your customers and the amount of their responsibilities to the same within the mentioned activity.

Article 10 Dissemination the SEC disseminates, through your system of dissemination of information, the list of organizations which the notifications referred to in article 8, as well as other elements established by regulation.

Article 11 the CMVM Powers in relation to suppliers, the SEC: a) Must approve the regulatory standards which are essential to the proper exercise of the activity in question, and may in this context establish requirements in terms of organisational structure, minimum share capital and of the reputation of the holders of qualifying holdings and of the members of the governing bodies that are proportionate to the risks involved in the relevant activities; b) may order them to disclose additional information about the contract, in particular about their specific risks, or to suspend temporarily or definitively the agreement, under the conditions that establish, when so requires the protection of legitimate interests or rights of consumers or the public in General; c) may prohibit or suspend the marketing of goods or services used for the investment in tangible assets, when the rules laid down in the present law 262 and complementary legislation are not met; d) shall exercise all other powers granted by its Statute, approved by Decree-Law No. 473/99, of November 8, and by the securities market code, approved by Decree-Law No. 486/99, of 13 November.

Article 12 merely social ordering Unlawful 1-breach of the obligations set out in this decree-law and the rules laid down in articles 8 to 11 constitutes a misdemeanour punishable by a fine between € 2500 and € 25 000, except as provided in the following paragraph. 2-the violation of duties provided for in article 6 constitutes a misdemeanour punishable by a fine between € 25 000 and € 250 000. 3-cumulatively with the fines can be applied to account for any offense the penalties provided for in the general scheme of the mere social ordering or illicit in the Código dos Valores Mobiliários. 4-the attempt of any illicit social ordering of merely described in this law is punishable. 5-When is necessary for the statement of the process or to the protection of interests of participants or adherents or of the general public, can be given one of the precautionary measures provided for in the code of the securities or in the general scheme of mere social ordering illegal. 6-the ability for multiple administrative processing, application of fines and penalties, as well as measures of precautionary nature, belongs to the SEC, pursuant to your status and of the securities code.

Article 13 transitional provision the entities which are to engage in the activity referred to in this Decree-Law on the date of its entry into force shall be the notification provided for in article 5 in the 30 days following that date.

263 Seen and approved by the Council of Ministers of the Prime Minister and State Minister of finance