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PROPOSED LAW NO. 133 /X

Exhibition of Motives

The present proposed legislative authorization bill seeks to authorize the Government to adapt the

general regime of counter-ordinations in the context of the transposition of Directive n.

2004 /39/CE, of the European Parliament and of the Council of April 21, 2004 on the

Markets for Financial Instruments (henceforth 'DMIF'), of Directive n.

2006 /73/CE of the Commission of August 10, 2006 implementing Directive n.

2004 /39/CE of the European Parliament and of the Council, of April 21, 2004, in what it says

respect to the requirements in relation to the organization and the conditions for the exercise of the

activity of investment firms, of Directive No 2004 /109/CE of Parliament

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

transparency requirements with regard to the information relating to issuers

whose securities are admitted to trading on a regulated market

(henceforth 'the Transparency Directive') and Commission Directive No 2007 /14/CE,

of March 8, 2007, which sets out the standards for the execution of certain

provisions of Directive No 2004 /109/CE.

Too much, it is harnessed the ensejo to authorize the Government to set limits on the

exercise of the consulting activities for investment in instruments

financial, of regulated market management, of trading systems

multilateral, clearinghouse, assumption of responsibility from

central, system of settlement and centralized system of values

securities and supply with the public or marketing of contracts relating to the

investment in tangible goods, and to adapt the general regime of counter-ordinations to the

specifics of the latter activity.

Directive No. 2004 /39/CE, on Markets in Financial Instruments constitutes

a community text of vinced importance. For the adoption of this new framework

normative emanating from the DMIF, as well as from that of the Directive of the

Transparency, will proceed to the amendment of the Code of Securities,

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approved by the Decree-Law No. 486/99 of November 13 of the General Regime of the

Credit Institutions and Financial Societies, approved by the Decree-Law No. 298/92,

of December 31, of the Code of Commercial Societies, approved by the Decree-Law

n. 262/86 of September 2 and of the Legal Regime of Brokerage Corporations and

Brokerage Financial, approved by the Decree-Law No. 262/2001, of 28 of

September. The legal regime of market-holding companies will be further changed and

systems, approved by the Decree-Law No. 394/99 of October 13, as amended by the

Decree-Law No 8-D/2002 of January 15 and approved the legal Regime of the

Consulting societies for the Investment.

The transposition of the DMIF is marked by the definition of a detailed framework of the

conditions of authorisation and exercise of business by the investment companies,

regulated markets and multilateral trading systems, seeking to stimulate the

competition between different markets, systems and means of execution of transactions

on financial instruments, thus contributing to greater integration of the

capital markets at the community level. Simultaneously, a set is established

of measures that aim to strengthen investor protection, ensure transparency and

integrity of transactions carried out on the different financial instruments and

improve the conditions for the exercise of the Community passport in respect of the provision

of investment services.

Within the framework of the organisational requirements and standards of conduct applicable to

financial intermediaries, it is important to point out, by their relevance, the new regime of the

execution of orders, by making impending on the financial intermediary both the duty

to adopt a policy of execution of orders, such as the burden of demonstrating that

has executed the orders of a given investor in accordance with the same (" best execution ").

Too much, it is required that the financial intermediary disclose to each client his / her policy

of execution of orders and that, where there is a possibility of execution outside of

a regulated market or a multilateral trading system, obtain the

prior and express consent of the customer.

In this chapter you take the opportunity to let yourself be required to require the intermediaries

financial for the registration of items already subject to registration with the Bank of Portugal,

passing this to make such a register available to the Stock Market Commission

Securities (CMVM), which benefits the simplification of procedures

administrative. Still in the chapter of records, the rule of the tacit dewound passes the

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tacit dismissal in consonance with the prevailing regime for other authorisations and

records in matter reaching institutions of the securities market.

The implementation of the DMIF implies, likewise, an enlargement of the set of

investment activities and services and the corresponding ancillary services that

cover the inclusion, in investment services, of consultancy for investment in

financial instruments, which leaves, thus, to be understood as ancillary service,

by forcing the entities that provide it to take over the nature of a company from

investment or duly authorized credit institution.

The DMIF still substantially changes the framework of instrument trading

financial, proceeding to a new organization of the spaces and organizations of

negotiation of these instruments. The rule of concentration of the execution of orders in

regulated markets, possible in the Directive on Investment Services,

it cees to be imposed, opening up to the competition between different spaces and means

of execution of the orders, recognizing the DMIF in parallel to the markets

regulated, two other alternative means of negotiation: the systems of

multilateral negotiation and systematic internalization. The aim is to offer the

investors a higher quality in the execution of their orders, either by way of reduction

of transaction costs, whether by means of more demanding mechanisms in the formation of the

prices that will result from a regime of greater transparency and competition among the

different participants in the process of price formation.

As a result of the exposed, another new activity that results from the transposition of the

DMIF is the management of multilateral trading systems.

Multilateral trading systems define themselves as systems that enable the

clash of interests sellers and buyers with respect to securities,

with a view to their negotiation, functioning on the basis of clear rules and not

discretizations. On the other hand, systematic internalization consists of the negotiation by

own account carried out in execution of investors ' orders, in an organised manner and

systematic. A set of provisions will be devoted to the conduct of the

systematic internalizers, namely, information duties on prices and

conditions in which they can update or withdraw their respective price offers. The

regulation of systematic internalisation, in line with the Directive, only covers cases

of negotiation of shares.

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Already in what concerne the Transparency Directive, the main objectives consist ( i )

in improving reporting practices of financial information by issuers ' companies,

upon the duty of preparation and dissemination of an annual report; ( ii ) in the

improvement of the provision of financial information of an interim nature; ( iii ) in the

improvement of the rules relating to the disclosure of the acquisitions or disposals of

significant percentage of voting rights in the companies concerned; and ( iv ) in the

removal of barriers to cross-border investment constituted by the disabled

dissemination of the relevant information relating to corporate issuers of values

listed securities.

The proposed normative modifications are aimed at, the main title, to respect the

minimum harmonisation that the Directive supposes. Without prejudice, it remains subject to duty

of communication the exceeding of the 2% threshold of voting rights in societies

open, but limited to cases in which the statutes of the societies impose limits on

vote.

Too much, a distinction is sought in the regime of the information duties between, of a

side, small and medium-sized enterprises and, on the other hand, large enterprises

admitted to trading on regulated market-having as criteria

differentiators those used in Art. 413 (2) Code of Societies

Commercials. These latter companies remain subject to the provision of information

quarterly, while in relation to small and medium-sized enterprises consider themselves

sufficient the provision of interim information of the administration, in terms more

simplified.

In the optics of the utmost speed and transparency in the accountability, it determines

yet issuers of securities issuers are required to disclose the

their annual accounts within four months after the end of the financial year,

regardless of whether or not they have already been approved by the competent body.

It has also defined the minimum content of the half-yearly reports and the conditions in which

if it considers that the law of a third country is equivalent to the vicar in the national territory

to dismiss the issuer from releasing additional information.

The communication of qualified participations benefits from some simplification, in the

measure in which the participant cede is obliged to inform about the percentage

of voting rights calculated by having present the own shares of the company-

information that it may not have in updated terms.

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With respect to the dissemination of information, the diploma that comes to be approved of the

shelter from the present proposal for legislative authorization keeps on the essentials the system of

dissemination through the system maintained by the CMVM, without prejudice to issuers

be able to use other means of dissemination. The system of spreading information

maintained by the CMVM is also used for the storage of information

disclosed by issuers.

Another of the future changes covered by the present initiative is the amendment to the scheme

legal of the managing entities of markets and systems, approved by the Decree-Law

no 394/99 of October 13 with the amendments introduced by the Decree-Law

n 8-D/2002, of January 15.

Since soon this amendment comes to include in the scope of the diploma the new

societies constituted for the exclusive management of multilateral trading systems,

well as well as the societies which, following the amendment to Article 268 of the Code

of the Securities, they pass on to be able to autonomously pursue the activity of

clearing house management and the assumption of counterparty responsibilities

central. In what concerne the object of the managing entities of markets

regulated, came, on the one hand, to include in its scope the management of system of

multilateral trading and, on the other hand, to exclude the possibility of accumulating the

settlement system management activity, being the other purpose in this second

change the risk segregation between both functions.

Fundamental is still the change in the regime of the allowable holdings in the capital of the

managing entities of regulated markets, which cees to be based on the typification

of the legitimated entities to acquire shares of those entities to become the fundar

in a regime of monitoring the suitability of who intends to acquire a stake

qualified.

A guarantee of continuity of the markets is also expressly enshrined

regulated, for a transitional period, when from their extinction it may result in injury

serious for the national economy or for issuers, market members or

investors.

Particularly innovatory is the consecration of a legal regime applicable to the

companies that have the exclusive object of the provision of the consulting service for

investment in financial instruments and the reception and transmission of orders by

care account concerning those.

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The scheme now considered to be without prejudice to the maintenance of a figure entirely

regulated by domestic law-the consultants for investment dedicated to consultancy

for investment in securities.

However, considering that the consultancy for investment in instruments

financial becomes qualified as a main investment activity and that only

investment firms or duly authorized credit institutions will be able to

develop, on a cross-border basis, such activity, the present regime has been defined

in terms that allow to ensure that the entities wishing to exercise that

activity meet the necessary requirements that allow them to qualify as

investment firms and thus benefit from the designated community passport.

These societies will be able to adopt the form of joint-stock or society by

quotas, in this way allowing for the larger or smaller complexity of the structure

business if it can reflect in the adopted societarium type.

It is signed that investment advisory companies are subject to an

prior authorization regime, substantiated in a single act of registration to be carried out

together with the CMVM, to whom it is thus assigned competence to supervise such

societies also under the prudential point of view.

Still within the framework of this proposed legislative authorization bill falls to

regulation of public marketing of trading schemes aimed at the

investment in tangible goods-such as stamps, works of art and antiquities. The offer

of these services is not subject to the supervision of any of the authorities

regulators of the financial markets, circumstance that leads to investors

in this type of investment contracts have a level of protection that is not the

appropriate in the face of the nature and risks that these products generally behave. The

theme lacks, thus, reassessment, attentive to the apparent need for intervention

normative, be it through measures aimed at strengthening the quality of information

on these products, be clarifying and ensuring the suitability of the relationship

contractual between the parties, whether it is still through the implementation of measures

provided with supervision and sanctionatory regime.

In this context, it is considered appropriate to establish a legal regime applicable to the

business of marketing of goods or services allocated to investment in goods

corpoles directed specifically to persons with a residence or establishment in

Portugal. Excepted, of course, of this scheme the investment funds

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real estate, the special investment bodies and the managing societies of

heritage that is governed by special legislation.

Because the subjects in which the exercise of the supervision of these products is to be concentrated

and of the respective marketer entities have as the main determinant risks

of behavioral nature, to better ensure its effectiveness and efficiency, is ascribe

competence to the CMVM, given its experience in this type of supervision.

In effect, we are in the face of this type of contracts where the offer or the

marketing of the same implies the receipt of funds from the public for the

investment, on account of customers, in those goods or in rights on them, targeting the

your profitability or valorisation and subsequent delivery to the participant of part or of the

totality of it.

The future regime to be approved will discipline, in the protection of investors, the

range of operations and mentions vindicated in the pursuit of investment policy, the

pre and post contractual requirements and, additionally, the rules to which the entities that

make available stay linked as to the safety and segregation of the owned goods

to customers. It is also circumscribing this activity only to public limited companies,

who are required to have organized accounting and subject financial statements

the legal certification of accounts. They are obligated, finally, the entities that exercise that

supervisory function to communicate to the CMVM related facts, morally, with the

detection of irregularities or which may be likely to affect the continuity of the

exercise of the activity by the entities marketing tangible goods.

It is also expected that the CMVM will disclose a list of the entities that exercise this

activity, imping, for the purpose, notification duties to the CMVM in advance to the

beginning of activity and still duties of later information relating to the activity

developed by these entities. They will also be devoted to the CMVM for

regular and supervise the exercise this activity and fixed the respective scheme

sanctionatory.

Thus:

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

Assembly of the Republic the following proposal for a law:

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Article 1.

Legislative authorization

The legislative authorization is granted to the government for:

a) Amend Section I of Chapter II, Title VIII of the Code of Values

Securities to predict the counter-ordinational framework of new

duties consisting of force of transposition into the legal order of:

i) Directive No. 2004 /39/CE of the European Parliament and of the Council, 21

of April 2004, concerning the markets for financial instruments, which

changes the Council Directives 85 /611/CEE and paragraph 93 /6/CEE of the Council and the

Directive No 2000 /12/CE of the European Parliament and of the Council and which

repeal Council Directive No 93 /22/CEE amended by the Directive

n. 2006 /31/CE of the European Parliament and of the Council of April 5 of

2006, with regard to certain deadlines;

ii) Commission Directive No 2006 /73/CE of August 10, 2006, which

applies Directive No 2004 /39/CE of the European Parliament and of the Council,

with regard to the requirements in respect of organisation and the

conditions for the exercise of the business of investment firms and the

concepts defined for the purposes of the said Directive; and

iii) Directive No. 2004 /109/CE of the European Parliament and of the Council, 15

of December 2004, concerning the harmonisation of the requirements of

transparency with regard to the information relating to issuers

whose securities are admitted to trading in a market

regulated and amending Directive No 2001 /34/CE;

iv) Commission Directive No 2007 /14/CE of March 8, 2007, which

sets out the standards for the implementation of certain provisions of the

Directive No 2004 /109/CE on the harmonisation of the requirements of

transparency with regard to the information relating to issuers

whose securities are admitted to trading in a market

regulated.

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b) Establish, in the Code of Securities, the connection against-

ordering with the regimes of the financial instruments, of the forms

organized trading of financial instruments, of the compensation, of the

central counterparty, of the credit securitisation companies, of the contracts

of insurance linked to investment funds, of the contracts of accession

individual to open pension funds, from the advertising regime relating to

any of the subjects referred to in the above points, from the managing entities

of multilateral trading systems and the chamber managing entities of

compensation and central counterparty;

c) Update some of the sanctionatory standards integrated into the Code of

Securities;

d) Setting limits on the exercise of consulting activity for investment

in financial instruments by investment company;

e) Setting limits on the exercise of market management activities

regulated, of multilateral trading systems, of chamber of

compensation, of the assumption of central counterparty responsibilities, and of

settlement and centralized system management system management

securities;

f) To establish limits on the exercise of the marketing activity of goods or

services allocated to investment in tangible goods;

g) Creating the illicit ones of mere social ordering and the general rules, of nature

substantive and procedural, which prove to be appropriate to ensure respect for the

legal and regulatory standards that discipline the activity of

marketing of goods or services allocated to investment in goods

corposrees;

h) Change the cast of the prerogatives of the Bank of Portugal, in the framework of

counterordinational procedure, allowing, where this is necessary to

process enquiries or instruction, the seizure and freezing of

any values, regardless of the place or institution in which if

find.

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Article 2.

Sense and extent of legislative authorization as to the prediction of standards

sanctionatory

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

define as very serious counterordinance, punishable between € 25000 and € 2500000:

a) The lack of sending information to the system of spreading information

organized by the Securities Market Commission (CMVM);

b) The omission of communication or disclosure of qualified participation in

open society;

c) The creation, maintenance in operation or the management of a form

organised by negotiation, suspension or closure of its business

out of cases and terms provided for in law or regulation;

d) The operation of regulated market or trading system

multilateral in accordance with rules not registered in the CMVM or not

published;

e) The lack of provision to the public, by the managing entities of markets

regulated and multilateral trading systems, of the information to which

are obliged;

f) The admission of members of a regulated market or of a system of

multilateral trading by the respective managing entity, without the requirements

required by law or regulation;

g) The lack of disclosure of the required information, by the issuers of values

securities traded on a regulated market or by whom it has

applied for admission to trading on regulated market of values

securities without the consent of the issuer;

h) The carrying out of operations in a given regulated market or system of

multilateral trading, on financial instruments, not admitted to the

trading in that market or not selected for trading in that

system or suspense or excluded from the negotiation;

i) The exercise of the functions of clearing house and central counterparty outside

of the cases and terms provided for in law or regulation, in particular the exercise

by unauthorized entity for the purpose;

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j) The operation of clearing house and central counterparty of agreement

with rules not registered in the CMVM or not published;

l) The carrying out of operations on the following financial instruments without the

central counterparty interposition:

i) The options, the futures, the swaps , the fixed-term contracts on interest rates;

ii) Any other derivative contracts relating to:

-Securities, foreign exchange, interest rates or surrenities or

relative to other derivative instruments, financial indices and

financial indicators, with physical or financial settlement;

-Goods, climate variables, freight fares, emission allowances,

inflation rates or any other official economic statistics,

with financial settlement still that by option of one of the parties;

-Goods, with physical settlement, provided that they are traded on

regulated market or in multilateral trading system or,

not intended for commercial purpose, have analogous characteristics

to those of other financial instruments derived pursuant to Rule 38.

of the Commission Regulation (EC) No 1287/2006 of August 10;

iii) Any other derivative contracts relating to any of the elements

indicated in Article 39 of Regulation (EC) No 1287/2006 of the Commission,

of August 10, as long as they have characteristics analogous to those of others

financial instruments derived under Article 38 of the same

diploma;

m) The violation, by entity that takes over the functions of clearing house and

central counterparty, of the duty to adopt the necessary measures to the defence of

market, the minimization of risks and the protection of the clearing system;

n) The violation, by entity authorised to engage in intermediation activities

financial, of the duty to disclose orders that are not immediately

executables;

o) The violation, by entity authorised to engage in intermediation activities

financial, of the duty to comply with the rules on the aggregation of orders and the

allocation of operations;

p) The violation, by entity authorised to engage in intermediation activities

financial, of the duty to not execute orders, without the consent of the client,

out of regulated market or multilateral trading system;

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q) The violation, by entity authorised to engage in intermediation activities

financial, of the duty to establish a policy of execution of orders or the

evaluate with the frequency required by law;

r) The violation, by entity authorised to engage in intermediation activities

financial, of the duty to respect the requirement in a written form in the contracts of

financial intermediation;

s) The violation, by entity authorised to engage in intermediation activities

financial, of the duty to comply with the rules on the appreciation of character

proper of the operation.

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

define as a serious counterordinance, punishable between € 12500 and € 1250000:

a) The sending to the managing entities of multilateral trading systems and of

clearing house or central counterparty of information other than

complete, true, current, clear objective and licite;

b) The publication or dissemination of information not accompanied by report or

opinion drawn up by auditor registered in the CMVM or the omission of

statement that the information was not subject to audit, when the law requires it;

c) The non-provision of the right holders of form voting rights

proxy for the exercise of that right;

d) The omission of the mention, in convening of general assembly, of the availability

of a proxy form or the indication of how to request it;

e) The violation of the duty of provision to the managing entity of the regulated market

or of the multilateral trading system, by the members of this, of the

information necessary for the good management of the market or system;

f) The violation of the duty to dispatch to the CMVM, by issuers of securities

admitted to trading on a regulated market or by whom it has

applied for admission to trading on regulated market of values

securities without the consent of the issuer, the information required by

law;

g) The violation of the duty of disclosure of the consolidation document of

annual information;

h) The violation of the duty to keep information available to the public for time

determined, when required by law;

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i) Trading on regulated market or multilateral trading system

of operations without the registration or approval of the respective general clauses,

when required by law;

j) The carrying out of operations by holders of boards of directors, direction and

supervision of financial intermediaries or managing entities of

regulated markets, of multilateral trading systems, of systems

of liquidation, clearing house or central counterparty and of

centralized securities systems, as well as by the respective

workers, if such operations are vgranted to them;

l) The violation, by entity authorised to engage in intermediation activities

financial, from the duty of communication to the CMVM of operations on

financial instruments admitted to trading on regulated market;

m) The violation, by entity that takes over the functions of clearing house and

central counterparty, of the duty to identify and minimize sources of risk

operational;

n) The violation, by entity that takes over the functions of clearing house and

central counterparty, of the duty to scrutinize the access requirements of the members

compensators;

o) The violation, by entity that takes over the functions of clearing house and

central counterparty, of the duty to adopt an account structure that ensures the

heritage segregation between the own values of the compensating members

and those belonging to the customers of the latter;

p) The violation, by entity authorised to engage in intermediation activities

financial, of the duty to respect the rules on subcontracting;

q) The violation, by entity authorised to engage in intermediation activities

financial, of the duty to maintain the customer's record;

r) The violation, by entity authorised to engage in intermediation activities

financial, of the duty to respect the rules on investor categorization.

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Article 3.

Sense and extent of legislative authorization as to the exercise of the activity of

consulting for investment in financial instruments by companies of

investment

In the use of the legislative authorization conferred by Article 1, may the Government establish

limits on the exercise of consulting activity for investment in instruments

financial by investment firms, in the following terms:

a) Booking your exercise to legal persons;

b) Require the authorisation of the CMVM for such exercise;

c) Making conditional on the acquisition of qualified participations of requirements

idoneity;

d) Making the exercise of this activity of the requirements check dependent

prudential and organization and conduct.

Article 4.

Sense and extent of legislative authorization as to the exercise of activities

of regulated market management, of multilateral trading systems, of

clearing house, central counterparty, settlement system and

centralized securities system

In the use of the legislative authorization conferred by Article 1, may the Government

set limits on the exercise of regulated market management activities,

of multilateral trading systems, of clearing house, of counterparty

central, settlement system and centralized securities system, nos

following terms:

a) Booking your exercise to anonymous companies with the defined social object

in the law and impose limits on the acquisition of social shareholdings by these societies;

b) Making dependent on ministerial authorization the constitution of managing society

of regulated markets and the acquisition of dominance in the

same;

c) Making it dependent on registration with the CMVM the exercise of such activities;

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d) Making the acquisition of qualifying holdings conditional on the society that if

dedicates to these activities of idoneity requirements, to be appreciated by the

CMVM, and impose the inhibition of voting rights and the invalidity of deliberations

social in the event of non-compliance with the regime applicable to that acquisition;

e) Making the exercise of these activities of the requirements check dependent

prudential and organisational and conduct, and may be imposed duties of

professional secret;

f) Define the regime of the illegitimate disciplinary to be applied by societies that exercise

those activities.

Article 5.

Sense and extent of legislative authorization as to the limits to the exercise of the

business of marketing of goods or services allocated to investment in goods

corposrees

In the use of the legislative authorization conferred by Article 1, may the Government establish

limits on the exercise of the marketing activity of goods or services allocated to the

investment in tangible goods and determine the scheme, in the following terms:

a) Reserve the exercise of the business of marketing of goods or services

affections for investment in tangible goods to commercial companies

constituted according to the type of public limited companies;

b) Subjecting the exercise of the activity to prior notification to the CMVM and establish

information duties related to the exercise of the activity;

c) Establish duties relating to the segregation of the estate between the goods of the

companies that carry out the marketing activity of goods or services

affections to investment in tangible goods and the goods belonging to their

customers;

d) Assign the CMVM powers to:

i) Passing regulatory standards on the exercise of business,

and may notably set organizational, prudential requirements and

relating to the suitability of holders of qualified shareholdings and the

members of social bodies;

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ii) Order the disclosure of additional information about the contract, the

suspension of contract or revocation of the contract;

iii) Prohibit or suspend the marketing of goods or services allocated to the

investment in tangible goods;

iv) Exercise, relatively to whom it exercises the activity, all the powers that

you are conferred by the respective Statute and the Code of Values

Securities;

v) Define the structure of the administration and surveillance of the societies that

exercise this activity.

e) Prohibit the exercise of that activity in conjunction with reserved activities

to entities subject to the supervision of the Bank of Portugal, the CMVM or the

Institute of Insurance of Portugal, as well as the dissemination of information that

associates the activity of financial activity, collective investment

or the financial instruments;

f) Require that the conclusion of any contract relating to the marketing of

goods or services allocated to investment in tangible goods is preceded by the

provision of information to the consumer;

g) Subjecting contracts for investment in tangible goods to form

writing, set its minimum content and establish a special right of

resolution of the participant;

h) Require that the accountability documents of the companies that exercise

activity is the subject of legal certification of accounts by registered auditor

in the CMVM.

Article 6.

Sense and extent of legislative authorization as to the illicit of mere ordinance

social and the general rules, of a substantive and procedural nature, which are revealed

appropriate to ensure respect for legal and regulatory standards that

discipline the marketing activity of goods or services allocated to the

investment in tangible goods

1-In the use of the legislative authorization conferred by Article 1, may the Government define

as counterordinance punishable between € 2,500 and € 25,000 the following acts or

omissions practiced by whom to carry out the marketing activity of goods or

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services affections for investment in tangible goods:

a) The realization, in simultaneous with that activity, of activities or

operations reserved to credit institutions, financial companies,

investment firms, collective investment bodies, companies of

insurance and reinsurance or any other entities registered with the Bank

of Portugal of the CMVM or the Insurance Institute of Portugal;

b) The inclusion in its denomination, in the designation of goods or services

marketed or in information, yet publicized, provided to the public

or to the customer, of reference to financial activity, collective investment or

any other likely to cause confusion with the reserved activities

to the entities referred to in the preceding paragraph or with financial instruments;

c) The breach of duty to comply with the written form requirement of the contract of

investment in tangible goods;

d) The violation of the duty to deliver to the participant or adherent an exemplar of the

duly signed contract;

e) The lack of provision to the customer of the prior information required by law;

f) The violation of the duty to adopt the procedures relating to the safety of the

goods and to the segregation of equity provided for in law or agreed with the customer;

g) The receipt of the customers of any amounts related to the goods or

contracted services during the period vetted by law;

h) The violation of the duty to subject the reporting documents to

legal certification of accounts by official reviewer of accounts registered in the CMVM;

i) The development of the non-precept activity of notification to the CMVM;

j) The lack of notification to the CMVM of changes to the content of information

previously transmitted on the activity provided;

l) The lack of communication to the CMVM of the number of its customers and the amount

of your responsibilities in the face of these;

m) The violation of the duties that are to be established in regulation of the

CMVM.

2-In the use of the legislative authorization conferred by Article 1, may the Government define

as counterordinance punishable between € 2,500 and € 25,000 a type adoption

different societarium of public limited company and supervisory regime other than the

required by law by companies that carry out the activity of marketing of goods

or services allocated to investment in tangible goods.

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3-In the use of the legislative authorization conferred by Article 1, may the Government define

as counterordinance punishable between € 25,000 and € 250,000 a violation, by members

of the supervisory body and the official reviewer of society accounts that

develops the marketing activity of goods or services allocated to the

investment in tangible goods, from the duty of communication to the CMVM of the facts

relating to that society, of which they have knowledge in the exercise of their

functions, which are likely to constitute infringement of any legal standard or

regulatory that discipline that activity affects the continuity of the exercise of the

activity or justifying the refusal of the certification of the accounts or the issuance of reserves.

4-In addition to the ancillary sanctions provided for in the general regime of the illicit of mere

social ordering can the Government establish for the illicit of mere ordinance

social that typify the application, cumulatively with the main sanctions, of the

ancillary sanctions provided for in the Securities Code.

5-In addition to the precautionary measures provided for in the general regime of the illicit of mere

social ordering can the Government establish for the illicit of mere ordinance

Social that typify the application of the precautionary measures provided for in the Code of

Securities.

6-The Government may establish that to the proceedings relating to the illicit of mere ordering

social, both in the administrative phase and in the judicial phase, that typify are

applicable the special rules set out in the Securities Code.

7-The Government may establish that to the illicit of mere social ordinance that typify

the rules laid down in Articles 401, 402, 403, 406, 419, 419, 419, 419

and 420. of the Securities Code.

Article 7.

Duration

The legislative authorisations granted by this Law shall have the duration of 180 days.

Article 8.

Entry into force

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

19

Seen and approved in Council of Ministers of March 22, 2007

The Prime Minister

The Minister of the Presidency

The Minister of Parliamentary Affairs

20

Annex I

Preliminary draft Decree-Preambular Law concerning the transposition of the DMIF

The present decree-law transposes to the domestic legal order Directive No 2004 /39/CE

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

of financial instruments, amending Directive No 85 /611/CEE and 93 /6/CEE of the

Council and Directive No 2000 /12/CE of the European Parliament and of the Council and which

repeals Council Directive No 93 /22/CEE.

The Community normative framework is completed by implementing standards that if

they find verses in Commission Regulation (EC) No 1287/2006 of August 10

of 2006, which applies Directive No 2004 /39/CE of the European Parliament and of the Council

with regard to the maintenance obligations of registrations of companies of

investment, information on transactions, transparency of markets, admission

to the negotiation of financial instruments and to the concepts defined for the purposes of

said Directive, as well as in Commission Directive No 2006 /73/CE of 10 of

August 2006, which applies Directive No 2004 /39/CE of the European Parliament and of the

Advice with regard to the requirements on organisation and the conditions

of exercise of the business of investment firms and the concepts set out for

effects of the said Directive.

For the adoption of this new normative framework, the present Decree-Law proceeds to

amendment of the Securities Code, approved by the Decree-Law No. 486/99, of

November 13 and the Regime of Corrective Societies and Financial Societies

of Correcting, approved by the Decree-Law No. 262/2001 of September 28.

These changes are accompanied by the simultaneous approval of the Decrees-Leis n.

____, ____ that proceed, respectively, to the approval of the legal regime of the

managing companies of markets and systems and the consecration of the legal regime of the

consulting companies for investment.

In the face of the ever increasing complexity of the services and instruments offered in the

financial market and the emergence of new trading spaces, the present

Decree-Law proceeds to changes to the Securities Code, in particular, in the

sense of the updating of the casting of financial instruments and services and of the

investment and ancillary activities, the development of the requirements

organizers and the standards of conduct applicable to financial intermediaries and the

21

establishment of a scheme, specifically informative, applicable to the negotiation of

financial instruments and the execution of orders, regardless of these occur

on regulated market or multilateral trading system or be carried out,

by the financial intermediary itself, taking on the nature of internalizer

systematic.

Regarding the casting of the financial instruments, it imposes itself to clarify the

financial instruments which, in addition to the securities, must thus be

qualified. For this purpose, the constant list of the Directive is met, the main

novelty is the inclusion of derivative instruments on goods and assets of

notional nature and, in this way, the subjection of the provision of services on these to

harmonized prudential and conduct standards at the community level.

The transversal approach of the new community regime has meant the end

of the autonomization of the securities of a monetary nature, which went on to be

subject, unless explicitly stated by law (as succeeding in the prospectus regime),

to the general regime of securities.

The benefit of the consistency of the system, is taken advantage of the ensejo to proceed with the application

of a large part of the discipline of the Code to insurance contracts linked to funds of

investment and individual adhesion contracts to open pension funds, attentive to

proximity to the function that play with the category of the instruments

financial, in general, and of investment funds, in particular.

In parallel, it is carried out in the present decree-law to the transfer to the Commission of the

Securities Market of supervisory competences and regulation of

insurance contracts linked to investment funds and membership contracts

individual to open pension funds, with respect to the duties of conduct imposed

in the distribution of these products, in particular in the scope of informative duties.

They are thus removed from asymmetries in the regulation and supervision of instruments that

display of clear similarities from the substantial point of view.

As for investment and ancillary services and activities, the planned changes

in the Directive, as reflected in Articles 290 and 291, cover inclusion, in the services of

investment, from consultancy to investment in financial instruments, which leaves,

thus, of being understood as ancillary service, obliging to the entities that

provide, on a cross-border basis, take on the nature of investment firm.

Another new activity here included is the management of multilateral trading systems, the

22

which, having present the requirements required for the exercise of the same, opts for

to reserve to certain credit institutions and brokerage financial companies,

in addition to expressly admitting the possibility of the managing companies of markets

regulated to exercise, equally, this activity and well the existence of

societies that have this activity as the exclusive object.

For its part, from the review of the cast of ancillary services is to mention the inclusion of the

elaboration of investment studies and financial analysis, from the provision of consultancy

general for investment, as well as the provision of services and activities of

investment relating to goods or derivatives on goods or assets of

notional nature.

In the regard to the organization of trading in financial instruments an

structural change, which translates into the circumstance of Title IV of the Code of the

Securities if it moves to focus on regulation of instrument trading

financial, leaving to take care of, exclusively, the regulation of the markets

regulated.

In relation to regulated markets, it should be mentioned that they pass the

be defined both in function of the structural characteristics that they present, as having

on the basis of recognition of that legal status deriving from competent authority

of any member state of the European Union (Article 199 (1)). The systems of

multilateral negotiation define itself as systems that allow the confrontation of

interests with respect to financial instruments, with a view to its negotiation (para.

1 of Article 200), which operate on the basis of clear and non-discretionary rules.

The distinction between multilateral trading systems and regulated markets

it relates to the fact that those are not required to operate on a regular basis. It is, however,

unquestionable that both figures enjoy great functional consonance, reason by the

which has chosen to regulate, in common provisions, all the matters of organization and

functioning shared by the two realities. With respect to common provisions,

it is signed that the main changes are releading to the recognition of the

possibility of subsequent admission on regulated market or trading in

multilateral trading system without consent of the issuer (Article 205) and the

enlargement of the entities that may be members of these trading systems,

now defined by reference to the respective characteristics (Article 206).

From among the provisions applicable to regulated markets, it stands out the

23

deepening of the regime relating to the reporting duties before and after the

trading of shares, whose general principles are contained in Article 222 and are

concretized by Commission Regulation (EC) No 1287/2006. Of note that part

of this scheme shall apply to multilateral trading systems by virtue of the standard

constant remissive of Article 200. On the other hand, it should be noted that, relatively to the

admission to trading, if they distinguish the requirements applicable to instruments

financial for the admission on regulated market of those applicable in the case of

regulated markets that form official quotation, which distinguishable from the rest,

precisely, by these admission requirements.

The regulation of systematic internalization, which consists of negotiation on its own

carried out in execution of investor orders, in an organized and systematic way

(Article 201), finds justification in the fact that it has been found that many

financial intermediaries have been negotiating on those terms without there being a

regulatory framework that would assure investors that the operations thus performed if

were based on rules of transparency and non-discrimination, ensuring their execution

in the best possible conditions. This is the purpose of the third Chapter of the Title

dedicated to negotiation, where a set of provisions are devoted to the

conduct of the systematic internalizers, namely, duties of information on

prices and conditions in which they can update or withdraw their respective price offers

(articles 253 and 255). The regulation of systematic internalization, in line with the

Directive, only covers cases of trading of shares.

With respect to the categorization of investors, the scheme now fixed, in parallel

with cast of the qualified investors provided for in Article 30 of the Code of Values

Securities, allows investors who, if they deem it necessary and by means of

verification of certain requirements, may choose to benefit from a qualification

distinct from that which, at the outset, would be applicable to them, depending on their respective

knowledge and skills, both to benefit from a level of protection more

high, such as to refuse such a level of protection.

In the case of the organisation of the financial intermediary, it deserves to highlight the

compulsory creation of reliable internal control systems and of

error-blinking procedures, being to mention, in particular, the systems of

control of compliance ( compliance ), of risk management and internal audit, still

that the independence of the same does not have to be fully ensured in the cases of

financial intermediaries whose size would make it virtually impossible to

24

compliance with that requirement (Article 305 and following). Also subcontracting is

now treated in the law, being in detail being defined the object of subcontracting and the

requirements that the same depends on (Article 309 and following).

It is also to highlight the deepening of norms concerning conflicts of interest

(Article 309 and the following) and, in particular, the compulsory adoption of, in writing, of

a policy intended to identify possible conflicts of interest and to avoid or reduce

the risk of their occurrence, to which it is accompanied by the consecration of an enunciation

exemplification of circumstances deemed potentially detrimental to the

client and that, of course, should be taken into account in the drafting of that policy.

The standards on conflicts of interest are supplemented by the requirement of the adoption of

procedures that, inter alia, conscribe duties of information on operations

carried out by holders of the social bodies, collaborators and linked agents of the

financial intermediary.

Within the scope of the standards of conduct, the concretization of the subject matter is highlighted.

suitability of the operation to the circumstances of the customer, the extent of which depends on the type of

service to be provided. In the case of the provision of portfolio management services or

consultancy for investment is required that the financial intermediary obtains from the client

an extensive set of information that allows you to suit your customer strategy.

In case the intermediary proposes to provide only the service of reception and transmission of

orders relating to certain financial instruments deemed non-complex,

is unobligated to meet the circumstances of the customer. Regarding the provision of the

too much services and investment activities, the financial intermediary is obliged

to obtain a set of information whose degree of extension is intermediate relatively

to those two cases.

Still within the scope of standards of conduct, but related in particular to the treatment

of orders from customers, the prior existence of a policy of aggregation of

orders that steer the way in which intermediaries proceed to the aggregation of orders and to the

respective allocation (articles 328 and following).

In the case of the information duties provided for in Article 312, the degree of

detail of the law in the definition of the informative elements to be transmitted to the current customer or

potential and the prediction of a different content, depending on the recipients of the

information whether qualified or unqualified investors.

25

At the level of the regime of the execution of orders, it is to highlight that it is made impend on the

financial intermediary both the duty to adopt a policy of execution of orders,

as the burden of demonstrating that it carried out the orders of a given investor accordingly

with the same. Too much, it is demanded that the financial intermediary disclose to each customer

its policy of execution of orders and that, whenever there is a possibility of

execution outside a regulated market or a trading system

multilateral, obtain the prior and express consent of the client (articles 330 and

following).

In relation to the duties of information, it is still deepened, in articulation with the

Commission Regulation (EC) No 1287/2006 of the Commission, the communications regime to the CMVM

on operations carried out on financial instruments admitted to trading in

regulated market located or operating in a member state of the European Union

(Article 315). The duty of disclosure of post information is still established

trading in respect of transactions on shares admitted to trading on market

regulated (Article 316).

Within the framework of entities carrying out financial intermediation activities, it is

enshrined a new regime applicable to linked 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 form

societariate, exercise this activity and the applicability of this regime to all those

who wish to engage in such activity, in the name of financial intermediary seated in

Portugal, in a member state of the European Union that does not provide for such a figure.

The Directive that turns out to be transposing seeks to also make the scheme more effective

"European passport", stands out, for its relevance, the elimination of the right of the

State of reception to condition the exercise of the activity to compliance " by

reasons of general interest " of internal standards, the inclusion in information notifications

on the recourse to linked agents and the fact that investment firms leave

of relating, for the purpose of notification and respective changes, with the authority

competent of the host State.

Finally, fruit of the changes described above, it matters to appropriate some of the

regulatory provisions of the subject of the supervision and regulation of the markets of

financial instruments, constants of Title VII of the Securities Code, à

circumstance that they have arisen in the regulatory landscape new figures that lack

26

accommodation under the scope of competence of the Stock Market Commission

Securities.

In the same Title, changes to the regulatory precepts of competence are introduced

of the Commission of the Securities Market at the level of the cooperation, with the fito of

clarify the skills of this in what it touches on your relationship with your

congenic entities, thus contributing to expedite the new framework of cooperation

resulting from the transposition of the Directive (Article 377 (1) and 5 of the Code of Values

Securities).

The present decree-law also transposes to the domestic legal order Directive n.

2004 /109/CE ("Transparency Directive"), on the harmonisation of the requirements of

transparency with regard to the information relating to issuers whose values

securities are admitted to trading on a regulated market and Directive n.

2007 /14/CE of the Commission of March 8, 2007 laying down the standards of

implementation of certain provisions of Directive No 2004 /109/CE.

The adoption of the Transparency Directive has inserted itself into the set of proposed measures

in the European Commission's Action Plan with a view to modernising the Right of

Societies and strengthen the Government of Societies in the European Union, May 2003,

with regard to the establishment of a harmonized disclosure regime of the

financial by the part of the securities companies admitted to trading in

regulated market.

The normative modifications ora introduced aim at the main title to respect the

minimal harmonisation that the Directive supposes, using sometimes counted in Article 3.

of the same. In that measure, only the duty of communication of shareholdings is maintained

qualified from 2% for societies having statutory limits to the exercise of the

right to vote. In such cases, it is understood that society-based participation has a weight

different from the herd, so the more restrictive measure is warranted. On the other hand,

a distinction is sought in the regime of the information duties between, on the one hand, the

small and medium-sized enterprises and, on the other hand, large enterprises

admitted to trading on regulated market-having as criteria

differentiators those used in Article 413 (2) of the Code of Societies

Commercials. These latter companies remain subject to the provision of information

quarterly, while in relation to small and medium-sized enterprises consider themselves

sufficient the provision of interim information of the administration, in terms more

27

simplified.

The communication of qualified participations benefits from some simplification, in the

measure in which the participant cede is obliged to inform about the percentage

of voting rights calculated by having present the own shares of the company-

information that it may not have in updated terms.

Companies issuers of securities are required to disclose their

annual accounts within four months after the term of the financial year, regardless

of having or has not already been approved by the competent body. In consequence, it has acceed to

a precept obliging to the disclosure of the results of the approval deliberation of

accounts.

It has also defined the minimum content of the half-yearly reports and the conditions in which

if it considers that the law of a third country is equivalent to the vicar in the national territory

to dismiss the issuer from releasing additional information.

With regard to the storage of information, notwithstanding the Directive to allow the

resource to alternative systems, the present diploma designates as official mechanism the already

existing CMVM information diffusion system, listening to what implementation

of these other systems lacks regulatory developments that are yet to be

have been completed in the community plan.

Thus:

In the use of the legislative authorization granted by the Law No. ___/2007, of ___ of ___ and in the

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

next:

Article 1.

Subject

The present decree-law transposes to the internal legal order:

a) Directive No. 2004 /39/CE, of the European Parliament and of the Council, of 21 of

April 2004, concerning the markets for financial instruments, which changes the

Directives No 85 /611/CEE and No 93 /6/CEE of the Council and Directive No

2000 /12/CE of the European Parliament and of the Council and repealing the Directive

Council No. 93 /22/CEE of the Council, as amended by Directive No 2006 /31/CE of the

28

European Parliament and of the Council of April 5, 2006 as far as it is concerned

to certain deadlines;

b) The Commission Directive No 2006 /73/CE of August 10, 2006, which

applies Directive No 2004 /39/CE of the European Parliament and of the Council in

which concerns the requirements on the organisation and the conditions of

exercise of the business of investment firms and the defined concepts

for the purposes of the said Directive;

c) Directive No. 2004 /109/CE of the European Parliament and of the Council, 15 of

December 2004, concerning the harmonisation of transparency requirements in the

referring to the information relating to issuers whose values

securities are admitted to trading on a regulated market and that

changes the Directive No 2001 /34/CE;

d) The Commission Directive No 2007 /14/CE of March 8, 2007, which

sets out the standards for the implementation of certain provisions of Directive No

2004 /109/CE on the harmonisation of transparency requirements in what

refers to the information relating to issuers whose securities

are admitted to trading on a regulated market.

Article 2.

Point of contact designation

1-A The Securities Market Committee is the competent authority

designated as a contact point for the purposes of the provisions of Article 56 (1) of the

Directive No 2004 /39/CE of the European Parliament and of the Council of April 21 of

2004, concerning the markets for financial instruments.

2-A The Securities Market Committee shall diligenate in the sense of

respond promptly to the requests for information requested by the authorities

that hajam has been designated as contact points in the remaining member states

of the European Union.

Article 3.

Central information storage mechanism

The information diffusion system provided for in Article 367 of the Code of Values

29

Securities is designated as the central storage mechanism of information

for the purposes of the provisions of Article 21 (2) of the Directive referred to in para. c) from the

article 1 para.

Article 4.

Amendment to the General Regime of Credit Institutions and Financial Societies

Articles 3, 4, 14, 16, 29, 38, 65, 69, 81, 88, 99, 99, 99, 99, 99, 99, 99.

103, 105, 116, 121, 186, 193, 198, 198, 199-199, 199, 199-B., 199-

C. °, 199-D., 199-E., 199-F., 199-G., 199-H., 199.-I and 215 of the General Regime of the

Credit Institutions and Financial Societies, approved by the Decree-Law No. 298/92,

of December 31, and amended by the Decrees-Leis n. ºs 246/95 of September 14,

232/96, of December 5, 222/99, of June 22, 250/00, of October 13,

285/2001, of November 3, Decree-Law No. 201/2002, of September 26, 319/2002,

of December 28, 252/2003, of October 17, and 145/2006, of July 31, and the

epiggrafe of the title X-A is replaced by the following:

" Article 3.

[...]

They are credit institutions:

a) [...];

b) [...];

c) [...];

d) [...];

e) The mortgage credit institutions;

f) [ Previous point and )];

g) [ Previous point f )];

h) [Previous point g )];

i) [ Previous paragraph h )];

j) [ Previous point I )];

l) [ Previous point j )];

m) [ Previous point l )].

30

Article 4.

[...]

1-[...]:

a) [...];

b) [...]

c) [...]

d) [...];

e) [...];

f) [...]

g) [...];

h) [...];

i) [...];

j) [...];

l) [...];

m) [...];

n) Mediation of insurance;

o) [...];

p) [...];

q) [...];

r) Provision of the services and exercise of investment activities

referred to in Article 199-A, not covered by the points

previous;

s) [...].

2-[...].

Article 8.

[...]

1-[...].

2-[...].

3-[...].

4-The provisions of paragraph 2 shall not preclude the exercise, by professional title:

a) of the reception and transmission of orders and consultancy to

31

investment in securities, by advisors to

investment;

b) of the reception and transmission of orders and consultancy to

investment in financial instruments, by societies of

consulting for investment;

c) of the management of multilateral trading systems, by societies

regulated market gestures.

Article 14.

[...]

1-[...]:

a) [...];

b) [...];

c) [...];

d) Having social capital not less than the legal minimum, represented

compulsorily for nominative actions;

e) [...] .

2-[...].

Article 16.

[...]

1-[...].

2-[...].

3-[...].

4-[...].

5-[...].

6-By decision of the Commission or of the Council of the European Union, on the terms

provided for in Directive No 2006 /48/CE of the European Parliament and of the

Council, of June 14, 2006, may be limited to authorisations

for the constitution of credit institutions referred to in paragraph 2 of this

article, or suspended the appreciations of the respective requests for

authorization, even if already presented.

32

Article 29-The

[...]

1-Where the object of the credit institution understands some

intermediation activity of financial instruments, the Bank of

Portugal, before deciding on the application for authorisation, will request

information to the Securities Market Committee on the

idoneity of shareholders.

2-[...].

3-[...].

Article 37.

[...]

1-[...].

2-[...].

3-Where the programme of activities will understand some activity

of intermediation of financial instruments, the Bank of Portugal,

prior to the communication to the country supervisory authority of

host, will request to appear to the Stock Market Committee

Securities, and this entity shall be able to pronounce within one month.

Article 38.

[...]

1-[...].

2-A decision to refuse must be substantiated and notified to the institution

interested, within the time limit referred to in paragraph 1 of the previous article.

3-[...].

4-[...].

33

Article 40.

[...]

1-[...].

2-The provisions of Articles 37 and 38 shall apply, reducing to one month

and for 15 days the time limits provided for, respectively, in paragraphs 1 and 3 of the

article 37 para.

Articles 65 para.

[...]

1-[...].

2-In the event that the object of the credit institutions includes the exercise of

Intermediation activities of financial instruments the Bank of

Portugal communicates and makes available to the Stock Market Committee

Securities the record referred to in the preceding paragraph and the respective

averages, changes or cancellations.

Article 69.

[...]

1-[...].

2-[...].

3-[...].

4-[...].

5-[...].

6-[...].

7-[...].

8-[...].

9-Where the purpose of the credit institution will understand some

intermediation activity in financial instruments, the Bank of

Portugal, before deciding, will request information to the Commission of the

Securities Market, and the Commission shall, where appropriate, be

to provide the said information within 15 days.

34

Article 81.

[...]

1-[...]:

a) [...];

b) [...];

c) Persons in charge of legal control of accounts and auditors

external of credit institutions, of financial companies, of

insurance companies, financial institutions, and authorities with

supervisory competence on those persons;

d) [...];

e) [ Repealed ];

f) [...].

2-The Bank of Portugal will be able to exchange information, in the framework of agreements

of cooperation that there is concluded, with supervisory authorities of

States that are not members of the European Community, in regime

of reciprocity, as to the information necessary for supervision, in

individual or consolidated basis, of credit institutions with registered offices in

Portugal and institutions of an equivalent nature based on those

States.

3-The Bank of Portugal may still exchange information with authorities,

organisms and persons carrying out functions equivalent to those of

authorities mentioned in the body of paragraph 1 and in the paragraphs a) a c) and f) from the

even number in non-member countries of the European Community,

and the provisions of the preceding paragraph shall be observed.

4-[ Previous Article No 3 ].

5-[ Previous Article No 4 ].

6-The Bank of Portugal will only be able to communicate information that has

received from entities from another member state of the European Community

or of non-member countries with the express consent of such

entities.

35

Article 88.

[...]

In proceedings instituted by restrictive competition practices

attributable to credit institutions or their associations would be

mandatorily requested and sent to the Competition Authority o

opinion of the Bank of Portugal, as well as, if the exercise of the

intermediation activity of financial instruments, the opinion of the

Commission of the Securities Market.

Article 89.

[...]

1-A advertising of credit institutions and their associations

business is subject to the general scheme, and, in respect of activities

of intermediation of financial instruments, to the one set out in the Code

of the Securities.

2-[...].

3-[...].

Article 99.

Regulatory competence

1-[ Previous body of the article ].

2-Compete still to the Bank of Portugal to regulate the subjects to which

alude the point f) of Article 17 (1), and shall, in this case, consult the

Commission of the Securities Market, whenever the object of the

target institutions understand some activity or service of

investment.

Article 103.

[...]

1-[...].

36

2-[...].

3-[...].

4-[...].

5-[...].

6-[...].

7-[...].

8-Where the object of the credit institution understands some

intermediation activity of financial instruments, the Bank of

Portugal, before pronount on the terms of paragraph 1, shall request

information to the Securities Market Committee on the

suitability of holders of qualified shareholdings, owing to

Commission, where appropriate, to provide the said information within the period of

one month.

Article 105.

[...]

1-[...].

2-[...].

3-[...].

4-[...].

5-[...].

6-Decisions handed down under the previous figures are notified

the person concerned, in the general terms, and communicated to the organ of

administration of the participating credit institution and the president of the

respective assembly of shareholders, accompanied, as to this

last, of the determination that it should act in such a way as to prevent the

exercise of the inbred voting rights, in accordance with the provisions of the

the following number. Where the object of the credit institution

understand some intermediation activity in instruments

financial, the decisions rendered under the previous figures are

also communicated to the Commission of the Securities Market.

Where the person concerned is an entity subject to supervision of the

Institute of Insurance of Portugal, the decisions rendered under the

37

previous figures are also communicated to this Institute.

7-[...].

8-[...].

9-[...].

10-[...].

Article 116.

[...]

1-[...]:

a) [...];

b) [...];

c) Take action or issue recommendations for them to be sanctioned

the irregularities detected;

d) [...];

e) [...].

2-[...].

Article 120.

[...]

1-[...].

2-[...].

3-[...].

4-[...].

5-During the five-year term, credit institutions must keep to the

provision of the Bank of Portugal the relevant data on the

transactions relating to services and investment activities.

6-[...].

7-The Bank of Portugal may still request from any person the

information that you need for the exercise of your duties and, if

needed, summon that person and listen to it in order to get these

information.

38

Article 121.

[...]

1-[...].

2-A The obligation provided for in the preceding paragraph shall also apply

concerning the facts of which the persons referred to in the same number

come to have knowledge in the context of identical functions, but

exercised in company that maintains with the credit institution where

such functions are exerted a close relationship.

3-[...].

Article 186.

[...]

Whenever the object of the financial corporation it intends to establish

branch abroad understand some intermediation activity of

financial instruments, the Bank of Portugal will request to appear from the

Commission of the Securities Market, and this should be pronounarable

within two months.

Article 189.

[...]

1-[...].

2-The provisions of Article 181 shall apply to the establishment of the branches

referred to in the preceding paragraph, when the same if they were proposing to exercise

in the Country some intermediation activity of financial instruments.

Article 193.

[...]

In the case of the subject matter of the financial institutions referred to in the preceding Article

include the exercise of instrument intermediation activities

financial, is applicable, with the necessary adaptations, the provisions of the article

39

186.

Article 197.

[...]

1-[...].

2-When a financial institution with a registered office abroad, and that in

Portugal pay for services or have office of representation,

exercise in the Country of intermediation of financial instruments,

the supervision of such activity also competes with the Commission of the

Securities Market.

Article 198.

[...]

1-[...].

2-Dealing with financial companies that exert some activity

of intermediation of financial instruments, the Bank of Portugal

will keep the Securities Market Commission informed of the

arrangements to take in the terms of the articles referred to in the number

previous and, whenever possible, I will listen to you before you take any of the

arrangements or decisions provided for in articles 141 to 145 and 152.

Article 199-The

[...]

For the purposes of this title, it is understood by:

1. Services and investment activities:

a) Reception and transmission, on account of customers, of orders relating to

one or more financial instruments referred to in paragraph 3.

b) Execution of orders on account of customers, relating to one or more

financial instruments referred to in paragraph 3.

c) Trading on own account of one or more instruments

financial referred to in paragraph 3.

40

d) Management of portfolios on a discretionary and individualised basis in the

scope of mandate given by customers, whenever such

portfolios include one or more financial instruments referred to in the

n. 3.

e) Consulting for investment in one or more instruments

financial referred to in paragraph 3.

f) Placement, with or without firm outlet, of one or more instruments

financial referred to in paragraph 3.

g) Management of multilateral trading systems;

2. ancillary services: the nominees in Section B of Annex I to the Directive

n. 2004 /39/CE, of the European Parliament and of the Council, of April 21 of

2004.

3. Financial Instruments: any contract giving rise,

simultaneously, to a financial asset of a party and to a liability

financial or capital instrument of another Party, including, at a minimum, the

instruments referred to in Section C of Annex I to Directive No 2004 /39/CE,

of the European Parliament and of the Council of April 21, 2004.

4. Investment Companies: companies in whose usual business if

include the provision of one or more investment services to third parties and / or the

exercise of one or more investment activities and which are subject to

the requirements laid down in Directive No 2004 /39/CE of Parliament

European and Council, of April 21, 2004, with the exception of

credit institutions and entities covered in the framework of the forecast of the

n Article 2 (1) of the same Directive.

5. Agent linked: natural or legal person who, under the

total and unconditional liability of a single company of

investment in whose name it acts, promotes investment services and / or

ancillary services to customers or potential customers, receives and

transmits instructions or orders from customers regarding services of

investment or financial instruments, puts financial instruments

and / or provides a counseling to clients or potential clients

regarding such financial instruments or services;

6. The management company of furniture investment funds-any

society whose main activity consists in the management of funds of

41

investment furnishings or of furniture investment companies that

comply with the requirements of Council Directive No 85 /611/CEE, of 20

of December 1985.

Article 199-B

[...]

1-Investment companies, with the exception of companies of

consultancy for investment and the managing societies of systems of

multilateral trading, as well as the managing companies of funds of

investment furnishings are subject to all the standards of the present

diploma applicable to financial companies and, in particular, the

provisions of this title.

2-Within the scope of the provision of investment services, the provisions of paragraph 5

of Article 199-D, in Article 199-F and in paragraphs 2, 3 and 4 of Article 199-L is

also applicable to credit institutions.

Article 199-C

[...]

Title II shall apply, with the necessary adaptations, to the companies of

investment with registered office in Portugal, with the following modifications:

a) [...];

b) The capital of investment firms that adopt the form of

limited liability company shall be represented by nominative actions;

c) Paragraphs 3 a to 5 of Article 16 shall not apply;

d) [...];

e) In Article 16 (6), the reference made to Directive No

2006 /48/CE of the European Parliament and of the Council, of 14 of

June 2006 is replaced by the reference to Article 15 of the

Directive No 2004 /39/CE, of the European Parliament and of the Council,

of April 21;

f) [...].

42

Article 199-D

[...]

1-The establishment of branches and the provision of services in others

Member states of the European Community by companies of

investment with registered office in Portugal is governed, with the necessary

adaptations, by the provisions of Articles 36, 37, paragraph 1, 38, n. the

1 a 3, 39.

and 43, with the following modifications:

a) [...];

b) [...];

c) The communication referred to in Article 37 (1) shall be accompanied

of the necessary clarifications on the system of compensation

to the authorized investors of which the investment firm is

member pursuant to Directive No 97 /9/CE of Parliament

European and of the Council of March 3, 1997;

d) In Articles 39 and 43, the reference to the listed transactions

append to Directive No 2006 /48/CE, of the European Parliament and of the

Council, of June 14, 2006, is replaced by the reference

to services and investment activities and ancillary services

constants of sections A and B of Annex I to Directive n.

2004 /39/CE, of the European Parliament and of the Council, of April 21

of 2004, being that ancillary services can only be provided

jointly with a service and / or investment activity;

e) The supervisory authority of the host member state will be

informed of the modifications that occur in the system referred to in the

point ( c) ;

f) The notifications provided for in Article 36 (1) and in paragraph 1 of the article

43. must include indication of the intention of the company of

investment to rely on linked agents in the member state of

reception and, if so, the identity of these;

g) In case of modification of some of the elements communicated in the

terms of Article 36 (1) or Article 43 (1) with the

modifications foreseen in this number, the investment company

communicate it, in writing, with the minimum in advance of one month

43

in the face of the date of its implementation, the Bank of Portugal and the

Commission of the Securities Market, being the

communication transmitted to the state supervisory authority

host member;

h) Following the communication referred to in Article 43 (2) thereof,

the identity of the linked agents can be communicated to the

supervisory authority of the host member state, the

request from this.

2-A competence for the transmission of the information to the authority of

supervision of the host member state to which they refer to

points b ), c ), e) , g) and h) of the preceding paragraph shall be exercised by the Commission

of the Securities Market.

3-The recourse to a linked agent established in another member state of the

European Community is equated, for all purposes, to the

establishment of a branch of the investment company in that

Member state.

4-For the purposes of the previous figures, it is understood as the authority of

supervision of the host member state the one that, in the State

member of the European Community concerned, has been designated as

point of contact in accordance with Article 56 of Directive No 2004 /39/CE,

of the European Parliament and of the Council of April 21, 2004.

5-If, in respect of investment firms with registered office in Portugal, the

Bank of Portugal or the Commission of the Securities Market

are notified that these infringed legal provisions or

regulation the verification of which is not up to the supervisory authority of the

State member of the host, the Bank of Portugal or the Commission of the

Securities Market will take the necessary measures and

suitable to put an end to the irregularity.

Article 199-And

[...]

1-The establishment of branches and the provision of services, in Portugal,

by investment firms with headquarters in other member states of the

44

European Community shall be governed, with the necessary adaptations, by the

in the provisions of Articles 44, 46 to 49, 50, 52, 54, 54 to 56, 60 and

61., n. the

1 and 2 with the following modifications:

a) The competence conferred on the Bank of Portugal in Articles 46,

47, 49, 50, paragraph 2, and 61, n. the

1 and 2 is awarded to the Commission of the

Market of Securities;

b) [...];

c) [...];

d) In Articles 52 and 60, the reference to the listed transactions

append to Directive No 2006 /48/CE, of the European Parliament and of the

Council, of June 14, 2006, is replaced by the reference

to services and investment activities and ancillary services

constants of sections A and B of Annex I to Directive n.

2004 /39/CE, of the European Parliament and of the Council, of April 21

of 2004, being that ancillary services can only be provided

jointly with a service and / or investment activity;

e) [ Repealed ];

f) [ Repealed ];

g) [ Repealed ];

h) The communications provided for in Article 49 (1) and in paragraph 1 of the

article 61 must include indication of the intention of the company of

investment to make use of linked agents in Portugal;

i) If the content of the communications referred to in Article 61 (1)

result that the investment firm intends to turn to agents

linked in Portuguese territory, the Market Committee of

Securities Securities will request the supervisory authority of the

Member state of origin the indication of the identity of the same;

2-The appeal to a linked agent established in Portugal is equated,

for all purposes, to the establishment of a branch of the company of

investment in Portuguese territory.

3-For the purposes of this Article, it is understood as the authority of

supervision of the member state of origin the one that, in the member state

of the European Community in question, has been designated as a point of

contact in accordance with Article 56 of Directive No 2004 /39/CE, of the

45

European Parliament and of the Council of April 21, 2004.

Article 199-F

Irregularities when it is in question the provision of services and activities of

investment

1-Whether the Bank of Portugal or the Stock Market Commission

Securities have clear and demonstrable grounds to believe that,

on the activity in Portugal of investment firms

headquartered in other member states of the European Community, are the

be contravened legal or regulatory provisions of the competence of the

State member of origin, shall notify the authority of such

competent supervision.

2-If, in spite of the initiative provided for in the preceding paragraph, in particular in

face of insufficiency of the measures taken by the competent authority

of the member state of origin, the investment company persists in the

irregularity, the Bank of Portugal or the Market Committee of

Securities, after informing the competent authority of the State

member of origin, will take the appropriate measures that are revealed

necessary to protect the interests of investors or the

orderly operation of the markets, and may, inter alia,

prevent such investment firms from starting new transactions

in Portugal, owing to the European Commission being informed without delay

of the measures adopted.

3-When it is found that a branch office that carries out activity in Portugal

does not observe the legal or regulatory provisions whose verification

it is up to the Securities Market Commission, this to determine-

to you to put an end to the irregularity.

4-In case the branch does not adopt the necessary measures pursuant to the

previous number, the Securities Market Commission will take

the appropriate measures to ensure that that put an end to the situation

irregular, informing the competent authority of the member state of

origin of the nature of such measures.

5-If, despite the measures adopted in the terms of the preceding paragraph, the

46

branch persists in the violation of legal or regulatory provisions, the

Securities Market Committee may, after informing the

competent authority of the member state of origin, take the measures

suitable to prevent or sanction new irregularities and, if

necessary, to prevent the branch from starting new transactions in Portugal,

reporting without delay to the European Commission of the measures adopted.

6-The provisions referred to in paragraph 3 shall be those relating to the registration of

operations and the preservation of documents, the general duties of

information, to the execution of orders in the best conditions, to the

treatment of customer orders, to information on price offers

firm and operations carried out outside of regulated market or

multilateral trading system and the information to the CMVM about

operations.

Article 199-G

Cooperation with other entities

1-A The Securities Market Committee shall forward from

immediate to the Bank of Portugal the information it receives from

competent authorities in other States, as well as applications for

information from these authorities that have been directed to you, which are

of the competence of the Bank.

2-The Bank of Portugal may, in the transmission of information, declare that

these may not be disclosed without your express consent, if

in which such information may only be exchanged for the purposes of

which the Bank has given its agreement.

3-The Bank of Portugal will be able to transmit to other entities the information

which has received from supervisory authorities of member states of the

European Community as long as the former have not conditioned

such disclosure, in which case such information may only be

disclosed for the purposes to which those authorities have given their agreement.

4-If the Bank of Portugal is aware of what acts contrary to the

provisions regulating services and investment activities

are being or have been practiced by entities not subject to their

47

supervision in the territory of another member state, shall communicate such acts to

Commission of the Securities Market for the purpose of notification

of the competent authority of that State, without prejudice to the performance of the

scope of its powers.

5-If the Bank of Portugal receives notification analogous to the provision in the

previous number, will communicate to the Stock Market Committee

Securities the results of the representations made and other

relevant developments for the purposes of its transmission to the

notifying authority.

Article 199-H

Refusal of cooperation

1-The Bank of Portugal may refuse to a competent authority from another

State-Member the transmission of information or the collaboration in

inspections of branches if:

a) Such an inspection or transmission of information is likely to

damage to the sovereignty, security or national public order;

b) Legal action is under way or there is a transitioned decision

on trial in respect of the same acts and the same persons

before the Portuguese courts.

2-In the event of a refusal, the Bank of Portugal shall notify this to

competent applicant authority, providing you with such information

detailed as possible.

Article 199-I

Registration

The organisation of the register and the list referred to in Articles 67 and 68 are of the

Competence of the Securities Market Commission.

48

Article 215.

[...]

1-When necessary to the fact-finding or the instruction of the process can

proceed to the seizure of any documents, as well as to the

apprehension and freezing of any values, regardless of the

place or institution in which they find themselves, and the values must be

deposited in the General Box of deposits to the order of the Bank of Portugal,

guaranteeing the payment of the fine and the costs in which it comes to be

doomed the defendants.

2-[...]. "

Article 5.

Addition to the General Regime of Credit Institutions and Financial Societies

They are deferred to the General Regime of Credit Institutions and Financial Societies the

articles 199-J., 199.-L and 199.-M:

" Article 199-J

[ previous Article 199-G ]

Article 199-L

1-The provisions of Articles 122 to 124 shall apply to all companies of

authorized investment in other member states of the Community

European, being bestoed on the Stock Market Committee

Securities the competence in them conferred on the Bank of Portugal, and

understood the scope of competences defined by Article 122 (2)

as relating to the subjects listed in Article 199 (6).-F.

2-For the exercise of its competences in the supervision of the subjects to which

refer to Article 199 (6), the Commission of the Stock Market

Securities may, in respect of investment firms

authorized in other member states of the European Community that

have established branch office in Portugal, check the procedures

adopted and require the changes it considers necessary, as well as the

49

information that for the same effects may require companies to

investment with registered office in Portugal.

3-The Bank of Portugal and the Commission on the Securities Market

may require the authorized investment firms in others

Member states of the European Community that have established

branch office in Portugal, for statistical purposes, the periodic presentation

of reports on its operations carried out in Portuguese territory;

the Bank of Portugal may still, within the framework of its assignments and

skills in monetary policy, request the information

that for the same effects may require investment firms

with registered office in Portugal.

4-Within the scope of the provision of services and investment activities, the

Bank of Portugal may request to service entities from services of

telecommunication, fixed network or mobile network, or the operators of

services of Internet registrations of telephone and transmission contacts of

existing data, which in need for the exercise of its functions, does not

it may cause the entity concerned to invoke any regime of secrecy.

Article 199-M

[ previous Article 199-I ]

[...]

1-The holding companies of furniture investment funds apply the

provisions of this Title with the exception of Art. 199 (5) and

of Articles 199-C to 199.-H, understanding the scope of competences

of Article 122 (2), to which the Article 199-L, is provided for in the

point ( d) of paragraph 4 of this article.

2-[...]:

a) The n shall not apply. the

3 a to 5 of Article 16;

b) [...]:

i) [...];

ii) [...];

iii) [...];

c) In Article 16 (6), the reference made to Directive No

50

2006 /48/CE, of the European Parliament and of the Council, of 14 of

June 2006 is replaced by the reference to Article 15 of the

Directive No 2004 /39/CE, of the European Parliament and of the Council,

of April 21, 2004;

d) [...].

3-The establishment of branches and the provision of services in others

Member states of the European Community by holding companies of

investment funds furnished with registered office in Portugal regenerated, with

the necessary adaptations, by the provisions of Articles 36, 37, paragraph 1, 38.

a 40. and 43, with the following modifications:

a) The notifications referred to in Article 36 (1) and in paragraph 1 of the article

43. must also be made to the Stock Market Committee

Securities;

b) The communications and certifications referred to in Article 37 (1).

and in Article 43 (2) they may only be transmitted to the authority of

supervision of the host member state if the Bank of

Portugal and the Commission of the Securities Market if

to pronounce in a favourable sense to the pretense;

c) If applicable, the communication referred to in Article 37 (1) shall be

accompanied by the necessary clarifications on the systems of

guarantee of which the gesturing company is a member;

d) The statement of reasons for the decision to refuse, referred to in paragraph 2 of the

article 38, shall be notified to the institution concerned within the period of

two months;

e) In Articles 39 and 43, the reference to the listed transactions

append to Directive No 2006 /48/CE, of the European Parliament and of the

Council, of June 14, 2006, is replaced by the reference to

activity and services listed in the n. the

2 and 3 of Article 5 of the

Directive No 85 /611/CEE of December 20, 1985, as

modified by Directive No 2001 /107/CE of Parliament

European and of the Council of January 21, 2001;

f) The Bank of Portugal or the Commission on the Stock Market

Securities will inform the state supervisory authority

host member of the modifications that occur in the

51

warranty systems referred to in paragraph c) ;

g) The communication referred to in Article 40 (1) shall be made

also to the Commission of the Securities Market;

h) In case of modification of the plan of activities to which the

n Article 43 (1), the managing company shall communicate it, in writing,

with the minimum advance of one month in the face of the date of your

implementation, the Bank of Portugal and the Market Committee

of Securities and the state supervisory authority

host member;

i) The competence for the transmission of the information to the authority of

supervision of the host member state to which they refer to

points b) , c) and f) of this number will be exercised by the Bank of

Portugal in relation to host member states in the

which the addressee supervisory authority has competence

for the supervision of credit institutions and the Commission of the

Securities Market in the remaining cases.

4-The establishment of branches and the provision of services, in Portugal,

by holding companies of investment funds with registered office

in other member states of the European Community shall be governed, with the

necessary adaptations, by the provisions of Articles 44, 46 to 56, 60 and

61., with the following modifications:

a) The competence conferred on the Bank of Portugal in Articles 46,

47, 49 to 51, 53 and 61 is assigned to the Market Committee of

Securities;

b) The points are not applicable d) , and ) and f) of Article 49 (1);

c) In Articles 52 and 60, the reference to the listed transactions

append to Directive No 2006 /48/CE, of the European Parliament and of the

Council, of June 14, 2006, is replaced by the reference to

activity and services listed in the n. the

2 and 3 of Article 5 of the

Directive No 85 /611/CEE of December 20, 1985, as

modified by Directive No 2001 /107/CE of Parliament

European and of the Council of January 21, 2001;

d) The standards referred to in Article 53 (1) are the standards of

conduct, those governing the form and content of the shares

52

advertisement and those that regulate the marketing of units of

participation of investment funds furnishings as well as the

concerning the obligations of information, declaration and

publication;

e) To the extent that this proves necessary for the exercise of the

competences of the supervisory authorities of member states

of origin, and at the request of these, the Stock Market Commission

Securities will inform you of all arrangements that have

have been adopted in accordance with Article 53 (6);

f) In case of modification of the plan of activities to which the

n Article 61 (1), the managing company shall communicate it in advance

to the Commission of the Securities Market, and may this,

being a case of this, indicate to the company any change or

complement in relation to the information that has been

communicated in the terms of Article 50 (1) "

Article 6.

Amendment to the systematic organization of the General Regime of Credit Institutions and

Financial Societies

1-Chapter V of Title X-A of the General Regime of Credit Institutions and

Financial Societies undergoes the following epitographer: " Cooperation with others

entities ", covering articles 199.-G to 199 .º-H.

2-Is added a Chapter VI to the Title X-A of the General Regime of Credit Institutions

and Financial Societies, with the epistle: "Other provisions", covering the

articles 199-I at 199.-M.

Article 7.

Amendment to the Securities Code

Articles 2, 3, 7, 16, 18, 20, 30, 31, 32, 85, 85, 85, 85, 85, 85, 85, 85, 85

97, 99, 111, 198, 199, 201, 202, 204, 205, 207, 207., 207, 207, 207, 207, 207, 207

208, 209, 210, 212, 213, 215, 216, 217, 220, 220, 220, 220, 220, 220, 220, 220

221, 222, 223, 225, 226, 228, 229, 230, 233, 233, 233, 233, 233, 233, 233, 233

53

234, 236, 244, 246, 247, 250, 252, 253, 256, 256, 256, 256, 256, 256, 256, 256

257, 258, 259, 261, 262, 264, 265, 266, 271, 271, 271, 271, 271, 271, 271, 271

274, 276, 278, 281, 283, 289, 290, 291, 294, 294, 294, 294, 294, 294, 294, 294

295, 297, 298, 301, 303, 305, 306, 307, 310, 310, 310, 310, 310, 310, 310, 310

311, 312, 313, 315, 316, 318, 319, 320, 323, 323, 323, 323, 323, 323, 323, 323

325, 326, 327, 329, 330, 332, 333, 334, 337, 337, 337, 337, 337, 337, 337, 337

343, 347, 348, 352, 353, 356, 358, 359, 363, 363, 363, 363, 363, 363, 363, 363

364, 366, 369, 376, 377, 377, 389, 390, 394, 394, 394, 394, 394, 394, 394.

395, 396, 397. of the Securities Code, approved by the Decree-Law n.

486/99, of November 13, as amended by the Decrees-Leis 486/99

61/2002, of March 20, 38/2003, of March 8, 107/2003, of June 4, 183/2003,

of August 19, 66/2004, of March 24, 52/2006, of March 15 and 219/2006, of 2

of November shall be replaced by the following:

" TITCHAPTER I

General provisions

CHAPTER I

Scope of application

Article 2.

[...]

1-The present code regulates:

a) The securities and public offerings to these relating;

b) The derivative instruments for the transfer of credit risk;

c) The differential contracts;

d) The options, the futures, the swaps , the term contracts on fees

of interest and any other derivative contracts relating to:

i) securities, foreign exchange, interest rates or the

surrenities or relative to other derivative instruments,

financial indices and financial indicators, with settlement

physical or financial;

ii) goods, climate variables, freight tariffs, licences

54

of issuance, inflation rates or any other statistics

official economic, with financial settlement still that by

option of one of the parties;

iii) goods, with physical settlement, as long as they are

traded on regulated market or in a system

of multilateral trading or, not intended for purpose

commercial, have characteristics analogous to those of others

financial instruments derived pursuant to Art. 38 para.

of the Commission Regulation (EC) No 1287/2006 of 10 of

August;

e) Any other derivative contracts relating to any of the

elements indicated in Article 39 of the Regulation (EC) No

1287/2006, of the Commission of August 10, provided that they have

characteristics analogous to those of other financial instruments

derivatives under the terms of Article 38 of the same diploma.

f) The organised forms of trading in financial instruments

referred to in the previous paragraphs, the settlement and the clearing of

operations to those relating to and intermediation activities

financial;

g) The supervisory and sanctionatory regime concerning the instruments and

to the activities mentioned in the previous paragraphs.

2-The references made in this Code to financial instruments must be

understood in such a way as to cover the instruments mentioned in the sub-paragraphs

a) a e) of the previous number.

3-The provisions of headings I, VII and VIII apply equally to

insurance contracts linked to investment funds and contracts of

individual adherence to open pension funds.

4-[ Previous Article No 6 ].

55

Article 3.

[...]

1-[...].

2-[...]:

a) The orders addressed to members of regulated markets or

multilateral trading systems registered in the CMVM and the

operations carried out in these markets or systems;

b) [...];

c) [...].

CHAPTER III

Information

Article 7.

[...]

1-A information relating to financial instruments, markets where

are negotiated, the activities of financial intermediation, the settlement

and the clearing of operations to public securities offers

and issuers must be complete, truthful, current, clear, objective and

lycites.

2-[...].

3-[...].

4-For advertising on financial instruments and activities

regulated in this Code is applicable the general regime of advertising.

Article 8.

[...]

1-[...].

2-[...].

3-In the case of the interim information or financial information

quarterly or midterms have been subject to audit or the review

56

limited, the audit or review report is included; if not the

have been, is declared such a fact.

Article 16.

[...]

1-Who achieves or exceeds 10%, 20%, one-third, half,

two thirds and 90% of the voting rights corresponding to the social capital

of an open society, subject to Portuguese personal law, and who reduzes

your participation for lower value to any of those limits should,

within four days of trading after the day of the occurrence of the fact

or of your knowledge:

a) To inform this fact the CMVM and the participating society

b) [...].

2-It shall also be subject to the duties referred to in the preceding paragraph:

a) Who reaches or exceeds 5%, 15% and 25% share of the

voting rights corresponding to the social capital and who reduces the

your participation for lower value to any of those limits,

relatively to:

i) Open society, subject to Portuguese personal law, issuer

of shares or other securities confirming

right to your subscription or acquisition, admitted to trading

on regulated market situated or operating in

Portugal;

ii) Society, with registered office in another Member State,

issuer of shares or other securities which

confirm right to your subscription or acquisition,

exclusively admitted to trading on market

regulated situated or operating in Portugal;

iii) Society whose registered office is located outside the European Union,

issuer of shares or other securities which

confirm right to your subscription or acquisition, admitted to the

trading on regulated market situated or the

work in Portugal, in relation to which the CMVM is

57

competent authority pursuant to Art. 244; and

b) Who reaches or exceeds 2% participation and who reduces his / her

participation for lower value than that percentage of the rights to

vote corresponding to the planned open society social capital

in the subparagraph i) of the preceding paragraph whose statutes establish that

in deliberation of the general assembly will not be counted votes

above certain number, when issued by a single shareholder, in

name of its own or also as a representative of another.

3-For the purposes of the previous figures:

a) It is assumed that the participant is aware of the fact

determinant of the duty of communication within the maximum period of two

days of trading after the occurrence of that;

b) Voting rights are calculated on the basis of the whole

shares with voting rights, not reliefs on the calculation to

suspension of the respective exercise.

4-A communication carried out in the terms of the preceding paragraphs includes:

a) The identification of the entire chain of entities to whom the participation

qualified is imputed in accordance with Article 20 (1),

regardless of the law to which they find themselves subject;

b) The percentage of voting rights attributable to the holder of

qualified participation, the share of social capital and the

number of corresponding shares, as well as, where applicable, the

discrimination of participation by category of shares;

c) The date on which the participation reached, surpassed or was reduced

to the thresholds provided for in paragraphs 1 and 2.

5-Should the duty of communication be entrusted to more than one participant

a single communication can be made, which exonates the participants of the

duty to communicate to the extent that the communication is considered to be done.

6-When the exceeding of the relevant thresholds result, in the terms of the

point ( e) of Article 20 (1) of the detention of financial instruments

which confirm to the participant the right to the acquisition, exclusively by

your initiative, by force of agreement, of shares with voting rights, already

issued by an issuer whose shares are admitted to trading in

regulated market, the participant shall:

58

a) Aggregate, in communication, all instruments that have the

same underlying asset;

b) Making as many communications as the issuers of the assets

underlying of a same financial instrument;

c) Include in the communication referred to in the preceding paragraph, the indication of the

date or period in which the acquisition rights that the instrument

conferring may be exercised, and of the date on which the instrument

expires

7-When the reduction or overpassing of the relevant thresholds results, in the

terms of the point g) of Art. 20 (1) of the allocation of powers

discretionaries for a single general assembly:

a) Who confers discretionary powers can, at that time, make

a single communication, provided that it explains the required information

in paragraph 5 referring to the beginning and the end of the allocation of powers

discretionary ones for the exercise of the right to vote;

b) The one to whom the voting rights are imputed may make a

single communication, at the time it is conferred on it

discretionary powers, provided that in this explicite the information

required in paragraph 5 concerning the beginning and the term powers

discretionary for the exercise of the right to vote.

8-The duties set out in this article do not apply to shareholdings

resulting from transactions involving members of the European System of

Central banks, acting on the quality of monetary authorities, in the

scope of a guarantee, a repurchase agreement or an agreement

similar of authorized liquidity for monetary policy reasons or in the

scope of a payment system, provided that the transactions are

carry out within a short period of time and as long as they are not

exercised the voting rights associated with the actions in question.

Article 17.

[...]

1-A Participated society to make public, by the means referred to in paragraph 3 of the

article 244, all the information received pursuant to Rule 16, the

59

as soon as possible and within three days of trading after

reception of the communication.

2-A Participated society and the holders of its social bodies, as well as

the managing entities of regulated markets in which they are

admitted to trading shares or other securities that

they confirm the right to their subscription or acquisition by the one issued,

must inform the CMVM when they have knowledge or fundata

indications of failure to comply with the information duties provided for in the

article 16 para.

3-[...].

4-The communications and publications referred to in this article may

be carried out in a language of current use in financial markets

international if that has been used in the communication it gave you

origin.

Article 18.

Days of trading

1-For the purposes of this section, the trading days are deemed to be

those in which it is open for trading the regulated market

in which the shares or the other securities confirming right to the

your subscription or acquisition are admitted.

2-A CMVM shall disclose in its information dissemination system the

calendar of trading days of the regulated markets situated

or working in Portugal.

Article 20-The

[...]

1-[...].

2-To benefit from the derogation of aggregated imputation of rights from

vote, the society that exercises dominance over the managing entity or about

the financial intermediary shall:

a) Send to CMVM the updated list of all the managing entities and

60

financial intermediaries under domain relation and, in the case of

entities subject to foreign personal law, indicate the respective

supervisory authorities;

b) Send to the CMVM a reasoned statement, concerning each

managing entity or financial intermediary, of which it fulfils the

provisions of the preceding paragraph;

c) Demonstrate to the CMVM, on request, that organizational structures

of the relevant entities ensure the independent exercise of the

voting rights, which the people who exercise the voting rights

act independently and that, in cases where the society

dominant receives services provided by the domed entity or

holds direct holdings in assets by this managed, there is a

written and clear mandate that fixed the contractual relationship of the parties to

consonance with normal market conditions for situations

similar.

3-For the purposes of the c) of the previous number the relevant entities

should establish, at the very least, written policies and procedures that

to prevent, in proper terms, access to information concerning the

exercise of voting rights.

4-[ Previous Article No 3 ].

5-Should imputation be due solely to the detention of

financial instruments that confirm to the participant the right to

acquisition, exclusively for its initiative, by force of agreement, of

shares with voting rights, already issued by an issuer whose shares

are admitted to trading on regulated market, suffice, to

effects of paragraph 2, which the society referred to therein send to the CMVM the information

provided for in paragraph (a) of that number.

6-For the purposes of paragraph 1:

a) Direct instructions are considered as given by the society

dominant or other entity by this dominate that needs the

how they are exercised the voting rights in concrete cases;

b) They consider themselves to be indirect instructions which, in general or particular,

regardless of their form, they are transmitted by the society

dominant or any entity by this dominated, and limit the

61

discretization margin of the managing entity, intermediate

financial and associated society of pension funds

regarding the exercise of voting rights so as to serve

specific business interests of the dominant society or of

another entity by this one dominated.

7-[ Previous Article No 4 ].

8-[ Previous Article No 5 ].

9-Before issuing the statement provided for in paragraph 7, the CMVM gives

knowledge of the same to the Insurance Institute of Portugal whenever

refer to pension funds.

Article 23.

Proxy

1-A convocation of general assembly mentions the availability of a

request form, indicating how to request it, or provide the

form of the proxy.

2-[ Previous Article No 1 ].

3-The type document used in the proxy solicitation is sent to the

CMVM before sending to the holders of the right to vote.

4-[ Previous Article No 3 ].

Article 30.

[...]

1-[...].

2-[...].

3-For the purposes of Title VI, they are also considered investors

qualified:

a) People who provide investment services, or exercise

investment activities, which consisted, exclusively, in the

trading on its own in the forward markets or the counted,

in this case with the sole purpose of covering positions in the markets

of derivatives, or in the negotiation or participation in the formation of

62

prices on the account of other members of the said markets, and that

are guaranteed by an compensating member who on the same

act, when the responsibility for the implementation of the contracts

celebrated is taken over by one of those members;

b) The legal persons, the size of which, according to their

last individual accounts, satisfy two of the following criteria:

i) Net situation of € 2 million;

ii) Total assets of € 20 million;

iii) Volume of net turnover of € 40 million.

c) The persons who have applied for the treatment as such, in the

terms set out in Section IV of Chapter I of that Title.

4-A CMVM may, by regulation, qualify as investors

qualified other entities endowed with a special competence and

experience relating to financial instruments, notably

securities issuers, setting out the economic indicators-

financial that allow this qualification.

Article 31.

[...]

1-Gozam of the right of popular action for the protection of interests

homogeneous or collective individual investors of unqualified investors

in financial instruments:

a) [...];

b) [...];

c) The foundations that have an end to the protection of investors in

financial instruments.

2-[...].

3-[...].

Article 32.

[...]

[...]:

63

a) Have as their main statutory object the protection of the

interests of investors in financial instruments;

b) [...];

c) [...].

Article 33.

[...]

1-A CMVM organizes a service intended for voluntary mediation of

conflicts between unskilled investors, by a party, and

financial intermediaries, advisors for investment, entities

gestures from regulated markets or trading systems

multilateral or issuers, on the other.

2-[...].

Article 35.

[...]

1-The managing entities of regulated markets, of systems of

multilateral trading, of settlement systems, of the chamber of

compensation or central counterparty may constitute or promote the

constitution of guarantee funds.

2-The guarantee funds are aimed at ressarting unqualified investors

for the damage suffered as a result of the performance of any

financial intermediary member of the market or system, or authorized

receiving and transmitting orders for execution, and of the participants in those

systems.

3-[...].

4-The managing entities referred to in paragraph 1 may deliberate that the

participation in the fund per se constituted or promoted is mandatory

for members authorized to execute orders on account of outrain and

for the participants in the systems.

64

Article 85.

[...]

1-[...].

2-[...].

3-[...].

4-[...]:

a) The extract provided for in Article 323-C;

b) [...].

Article 97.

[...]

1-[...]:

a) Number of order, except for bearer titles;

b) [...];

c) [...].

2-[...].

3-[...].

Article 99.

[...]

1-[...].

2-[...].

3-[...].

4-The nominative securities deposited in financial intermediary maintain

your order number.

5-[...].

Article 111.

[...]

1-[...]:

65

a) [...];

b) [...];

c) [...];

d) The offers on regulated market or trading system

multilateral registered in the CMVM that are presented

exclusively through the means of own communication of that

market or system and which are not preceded or accompanied by

of prospecting or collection of investment intentions along with

indeterminate or advertising promotion recipients;

e) [...];

f) [...];

g) [...];

h) [...];

i) [...];

j) [...];

l) [...];

m) [...];

n) The public offerings of representative debt securities

issued by a term of less than one year.

2-[...].

3-[...].

4-[...].

Article 167.

[...]

It is permitted to carry out advertising actions, observing the willing

in Articles 121 and 122.

Article 198.

Organized forms of negotiation

It is permitted to operate in Portugal, without prejudice to others that the

CMVM determine by regulation, of the following organized forms of

66

trading in financial instruments:

a) Regulated markets;

b) Multilateral trading systems;

c) Systematic internalization.

Article 199.

Regulated market

1-Are regulated markets the systems that, having been authorized

as such by any member state of the European Union , are

multilateral and function regularly in order to enable the meeting

of interests relating to financial instruments with a view to the celebration

of contracts on such instruments.

2-Regulated markets authorized under Rule 217.

comply with the requirements set out in Chapter II of this Title.

Article 200.

Multilateral trading system

1-Are multilateral trading systems the systems that have this

quality and enable the meeting of interests concerning

financial instruments with a view to the conclusion of contracts on such

instruments.

2-The multilateral trading systems comply with the requirements set

in Section I of Chapter II of this Title and in the paragraphs 1 a to 9 of the article

222.

3-The provisions of Article 224 (6 a) to 9 and in Article 225 shall apply to the

multilateral trading systems.

Article 201.

Systematic internalization

1-It is systematic internalization the negotiation, by financial intermediary,

of financial instruments on their own in execution of orders of

67

customers out of regulated market and trading system

multilateral, in an organized, frequent and systematic way.

2-A systematic internalization in shares admitted to trading in

regulated market complies with the requirements set out in Chapter III

of this Title.

Article 202.

Registration in the CMVM

Regulated markets and multilateral trading systems are

subject to registration in the CMVM, as well as the rules to the same

underlying and the participating members in these markets or systems.

Article 203.

Managing entity

Regulated markets and multilateral trading systems are

managed by managing entity that fulfils the requirements set in law

special and, in respect of only multilateral trading systems,

also by financial intermediary, according to his regime.

Article 204.

Object of negotiation

1-Can be the subject of organized negotiation:

a) Fungible, freely transmittable securities,

fully released and which are not subject to pawn or the

any other legal situation that runs them, save if respected

the requirements set out in Articles 35 and 36 of the Regulation (EC)

n 1287/2006 of the Commission of August 10;

b) Other financial instruments, notably instruments

derivatives, the configuration of which allows the formation

ordered of prices.

2-Are fungible, for the purpose of organized trading, the values

68

securities that belong to the same category, comply with the same

form of representation, are objectively subject to the same

tax regime and of which they have not been assigned rights

differentiated.

Article 205.

Admission and selection for negotiation

1-A admission to trading on regulated market and selection for

negotiation in multilateral trading system depends on decision of the

respective managing entity.

2-The securities admitted to trading on market

regulated may be subsequently negotiated in other

regulated markets and in multilateral trading systems without

the consent of the issuer.

3-Ocurring the subsequent negotiation referred to in the preceding paragraph, the

issuer is not obliged to provide any additional information by

virtue of trading in these other markets or trading systems

multilateral.

Article 206.

Members

1-A The trading of financial instruments takes place in market

regulated and in multilateral trading system through the

respective members.

2-Can be admitted as financial intermediary members and others

people who:

a) Be idogenous and professionally fit;

b) Have a sufficient level of capacity and competence of

negotiation;

c) Have, where applicable, appropriate organisational mechanisms;

and

d) Have sufficient resources for the duties to be exercised.

69

3-A admission of members competes to the respective managing body, of

agreement with principles of equality and respect for the rules of sane and fair

competition.

4-A The intervention of members may consist of the mere registration of

operations.

Article 207.

Operations

1-The cast of the operations to be carried out on each regulated market and

multilateral trading system is the one defined by the respective entity

gestures.

2-The transactions on the financial instruments referred to in points d) and

e) of Article 2 (1) are carried out in the terms of the contractual clauses

general, in which they are standardized the object, the quantity, the term of the

operation, the periodicity of the loss and gain adjustments and the modality

of liquidation, drawn up by the managing entity and subject to:

a) Registration in the CMVM;

b) Approval of the CMVM, if the underlying asset has nature

notional or is made up of financial instruments not

admitted to trading on regulated market; and

c) Assent of the Bank of Portugal, if they have an asset

underlying instruments of the money and currency market.

3-A conduct of operations on the financial intruments provided for in the

subpoints ii) and iii) of the paragraph d) and in the letter e) of Article 2 (1)

depends on authorization in the terms to be fixed in joint portaria of the

Minister of Finance and the Minister of the respective sector, preceding

opinion of the CMVM and the Bank of Portugal.

4-A managing body adopts effective procedures to allow for

compensation and efficient and timely settlement of operations

carried out through its systems and clearly informs the members

of the same on the respective responsibilities for the settlement of the

operations.

70

Article 208.

Trading systems

1-The regulated market operations and trading systems

multilateral are carried out through appropriate trading systems to the

correct formation of the prices of financial instruments in them

negotiated and the liquidity of the market, ensuring in particular the

transparency of operations.

2-For good execution of the orders per se accepted, the market members

regulated or multilateral trading system introduce

offers in the trading system, according to the most appropriate modality

and in the most opportune time.

3-Business on financial instruments concluded directly

among those interested who are registered in the system through one of the

your members can be equated with market operations

regulated, in the terms of the rules approved by the managing entity.

Article 209.

Rules

1-For each regulated market or trading system

multilateral, the managing body must approve transparent rules and not

discriminative, based on objective criteria, that ensure good

operation of that, specifically relating to:

a) Requirements for admission to negotiation or selection for

negotiation and respective process;

b) Access to the quality of member;

c) Operations and offers;

d) Negotiation and execution of orders; and

e) Obligations applicable to the respective members.

2-The rules referred to in the preceding paragraph shall be subject to registration in the

CMVM, which aims at verification of its sufficiency, suitability and

legality.

3-After registration in the CMVM, the managing body publishes the rules

71

adopted, which come into force on the date of the publication or the other

in them envisaged.

Article 210.

Inherent rights

1-The patrimonial rights inherent in the securities sold

belong to the buyer since the date of the operation.

2-The buyer pays the seller, in addition to the formed price, the interest and

other right remuneration corresponding to the time elapsed after the

last due to the date of the settlement of the transaction.

3-The provisions of the previous figures do not preclude different regime from

allocation of rights inherent in the traded securities,

provided that such a regime is prior and clearly published in the terms

provided for in the rules of the regulated market or of the system of

multilateral trading.

Article 211.

Surveillance of operations

The managing body shall adopt effective mechanisms and procedures for

scrutinize compliance, by their respective members, of the rules of those

systems and for the control of operations carried out in them, by form

to identify violations to those rules, abnormal trading conditions or

behaviours that are likely to endanger the regularity of

functioning, transparency and credibility of the market.

Article 212.

Information to the public

1-For each regulated market or trading system

multilateral, the managing body shall provide the public with information

about:

a) The financial instruments admitted to trading or

72

selected for negotiation;

b) The operations carried out and their prices.

2-In the case of multilateral trading system, it is considered to be fulfilled the

duty set out in paragraph a) from the previous number if the managing entity

make sure that there is access to the information in question.

3-The content, means and periodicity of the information to be provided to the

public should be those suited to the characteristics of each system, to the

level of knowledge of the investors and the composition of the various

interests involved.

4-A CMVM may require the amendment of the rules on information

when you check that they are not sufficient for the protection of the

investors.

Article 213.

Suspension and exclusion of trading on regulated market

1-A regulated market managing entity may, unless such

measure is likely to cause significant damage to the interests

of investors and the regular operation of the market, suspend or

exclude financial instruments from trading.

2-A The suspension of the negotiation is justified when:

a) Leave to check the admission requirements or the

relevant non-compliance of other market rules, provided that the

lack is sanitable;

b) Circumstances susceptible to, with reasonable degree of, occur

probability, disrupt the regular development of the negotiation;

c) The situation of the issuer implies that the trading is detrimental

for the interests of investors.

3-A The exclusion of the negotiation is justified when:

a) Leave to check the admission requirements or the

relevant default of other rules of the market, if the lack

is not sanatable;

b) They have not been sanctioned the fallout that justified the suspension.

4-A exclusion of financial instruments whose negotiation is a condition

73

for the admission of others implies the exclusion of these.

5-A regulated market managing body makes public the decision

end of suspension or deletion of the negotiation and communicates to the CMVM a

relevant information, without prejudice to the possibility of communicating

directly to the issuer and the managing entity of other markets where

financial instruments are traded or constitute the asset

underlying derivative financial instruments.

6-A CMVM informs the competent authorities of the other States

members after the communication of market managing entity

regulated referred to in the preceding paragraph.

7-Relatively to the operations referred to in Article 207 (2):

a) The decision to suspend the negotiation should be immediately

communicated to the CMVM, which informs the Bank of Portugal if the

operations if they include those referred to in ( c) of the Article 2 (2)

207.

b) The decision of exclusion is preceded by communication to the CMVM, which

informs the Bank of Portugal if the operations are to be included in the

referred to in para. c) of Article 207 (2)

Article 214.

Powers of the CMVM

1-A CMVM can:

a) Order to the managing entity of regulated market or

multilateral trading system that proceed to the suspension of

financial instruments of the negotiation, when the situation of the

issuer implies that trading is detrimental to the

interests of investors or, in the case of managing entity of

regulated market, this one did not do so in a timely way;

b) Order to the managing entity of regulated market or

multilateral trading system that proceed to the exclusion of

financial instruments of the negotiation when it proves to

violation of the applicable laws or regulations;

c) Extend the suspension or exclusion to all markets

74

regulated and multilateral trading systems where

financial instruments of the same category are traded.

2-Immediately after order of suspension or exclusion of trading in

regulated market, under the previous number, the CMVM makes

public the respective decision and informs the competent authorities of the

other member states of the European Union.

Article 215.

Effects of suspension and exclusion

1-A The decision to suspend or to exclude produces immediate effect.

2-A suspension remains for the time strictly necessary to

regularization of the situation that gave it origin, not each period

of suspension being more than 10 working days.

3-A The suspension of trading does not exonerates the issuer of compliance with

information obligations to which you are subject.

4-If this does not preclude the urgency of the decision, the market managing body

regulated notifies the issuer to comment on the suspension

or the exclusion within the time frame for the purpose of fixing it.

5-When informed by the competent authority of another State

member of the European Union of the respective suspension decision or

exclusion of this financial instrument from trading in market

regulated from that member state, the CMVM orders the suspension or

exclusion from trading of financial instrument on market

regulated or in multilateral trading system registered in

Portugal, except where this can cause significant damage to the

interests of investors or the proper functioning of markets.

Article 216.

Regulation

The CMVM prepares the regulations necessary for the delivery of the willing

in this title, in particular on the following subjects:

a) Process of registration of regulated markets and systems of

75

multilateral trading, the rules to the same underlying and the

participating members in those markets or systems;

b) Information to be provided to the CMVM by the managing entities of

regulated markets and trading systems

multilateral;

c) Information to be provided to the public by the managing entities of

regulated markets and multilateral trading systems

and by issuers of securities admitted to trading,

specifically as to the content of the information, the means and

to the deadlines in which it is to be provided or published;

d) Mandatory disclosures in the bulletin of the regulated market.

Article 217.

Authorization

1-A The constitution and extinction of regulated markets depends on

authorization required by the respective managing entity and granted by the

Minister of Finance, upon porterie and listened to the CMVM.

2-A CMVM communicates to the European Commission and to the member states the list

of regulated markets registered in the terms of the provisions of the

article 202 para.

Article 218.

Agreements between managing entities

1-The managing entities of regulated markets located or the

working in Portugal can wake up, with each other, connection systems

informative or operative if the proper functioning of the markets by them

managed and the interests of investors to advise you.

2-The managing entities of regulated markets located or the

working in Portugal can conclude agreements with entities

counterparts in other States, predicting inter alia:

a) That in each of them be traded financial instruments

admitted to trading in the other;

76

b) That the members of each of the regulated markets

can intervene in the other.

3-The agreements to which the previous figures are referred are recorded in the

CMVM, owing to the registration being refused, in the case of the previous number, if

the regulated market situated or operating in a State no

member of the European Union does not impose similar levels of requirement

to those of the regulated market located or to operate in Portugal

as to the admission of the financial instruments to the negotiation, to the

information to be provided to the public and no others are assured

protection requirements of investors.

Article 219.

Disclosures of the managing entity

The managing entity of the regulated market shall disclose in writing:

a) A bulletin on the days when normal sessions of

regulated market;

b) Statistical information relating to the markets by you managed, without

prejudice to the provisions of secrecy;

c) The updated text of the rules why they govern the managing entity

of the regulated market, the markets per se managed and the

operations in these carried out.

Article 220.

Structure of the regulated market

In each regulated market the segments may be created

revealing necessary taking into account, inter alia, the characteristics of the

operations, of the financial instruments traded, of the entities that the

emit, from the trading system and the quantities to be transactioned.

77

Article 221.

Sessions of the regulated market

1-Regulated markets work in public sessions, which

can be normal or special.

2-The normal regulated market sessions work on time and

in the days defined by the managing entity of the regulated market,

for current trading of the financial instruments admitted to the

negotiation.

3-Special sessions are held in compliance with judicial decision or

by decision of the managing entity of the regulated market at the request of the

interested.

4-Special sessions arise in accordance with the rules laid down by the

managing entity of the regulated market, and the operations may have

by object financial instruments admitted or not to trading in

normal sessions.

Article 222.

Information on offers and trading on regulated market

1-A The managing body of the regulated market shall disclose to the public,

continuously during the normal trading time, the prices of

purchase and sale of shares and the amount of outstanding offers

relating to actions.

2-A CMVM can dispense with the fulfillment of the duty of disclosure

predicted in the previous number given the market model or the type

and to the quantity of the offers in question.

3-A The managing entity of the regulated market should disclose to the public

the following information:

a) The price, quantity, timing and other information

detailed details of each operation in actions;

b) The total amount of shares traded.

4-A CMVM may authorize the deferred disclosure of the information

referred to in para. a) of the previous number serving the type and the

78

quantity of the operations in question.

5-The information referred to in paragraphs 1 and 3 is made available in

reasonable commercial conditions.

6-Are defined in articles 17 to 20, 27 to 30 and 32 of the Regulation

(EC) No 1287/2006 of the Commission of August 10:

a) The concrete information the disclosure of which is required under the terms of the

n. ºs 1 and 3;

b) The deadlines, conditions and means of disclosure of the information provided for

in paragraphs 1 and 3;

c) The conditions of dispensation or deferrous of compliance with the

disclosure duty referred to, respectively, in paragraphs 2 and 4.

7-A The managing entity of the regulated market disseminates to the members of the

market and investors in general the mechanisms to be used for the

deferred publication referred to in paragraph 4, after obtained permission from the

CMVM as to the use of them.

8-If prices are not expressed in currency with legal tender in

Portugal, it should be clear the information as to the currency used.

9-A CMVM defines, through regulation, the content, the means and the

periodicity of the information to be provided to the public with respect to others

financial instruments traded on regulated market.

10-A The managing entity of the regulated market can provide the

access, under reasonable commercial conditions and on a non-

discriminatory, the mechanisms it uses for the disclosure of the

information provided in this article to managing entities of systems of

multilateral trading and financial intermediaries.

Article 223.

Quote

1-Where in law or in contract refers to the quotation on a certain date,

considers itself as such the closing price of the regulated market to

counted.

2-In relation to the operations carried out in each session, the managing body

of the regulated market divulges the closing price, calculated in the

79

terms of the market rules.

3-If financial instruments are admitted to trading in

more than one regulated market situated or operating in Portugal,

is taken into account, for the purposes of paragraph 1, the price made on the market

regulated situated or operating in Portugal which, pursuant to

fix in regulation of CMVM, be considered more representative.

Article 224.

Admission of members

1-A admission as a regulated market member and maintenance

of that quality depend in addition to the requirements set out in Article 206,

of the observance of the conditions laid down by the respective managing entity,

arising:

a) Of the constitution and administration of the regulated market;

b) Of the rules relating to operations in that market;

c) Of the professional standards imposed on employees of the entities

operating in the market;

d) Of the standards and procedures for the clearing and settlement of the

operations carried out in that market.

2-The members of the regulated markets that only exercise functions

of trading may only be admitted after they have concluded contract

with one or more members that ensure the settlement of the operations

by them negotiated.

3-A The managing entity of a regulated market cannot limit the

maximum number of its members.

4-A The quality of a member of the regulated market is not dependent on the

entitlements of any parcel of the social capital of the managing entity.

5-The rules regarding the quality of regulated market member

enable remote access to the same by investment firms and

authorized credit institutions in other member states of the Union

European, save if the procedures and trading systems of the

market in question to require a physical presence for the completion of the

operations at the same.

80

6-A regulated market manager registered in Portugal

may make available, in the territory of other member states,

appropriate mechanisms to facilitate access to that market and the

negotiation on the same by remote members established in the

territory of those other member States owing, to the effect,

communicate to the CMVM the member state in which it intends to make available

these mechanisms.

7-Within a month, counted from the date of the communication referred to in the

previous number, CMVM communicates that intention to the authority

competent of the Member State in which the managing body intends to

make such mechanisms available.

8-A request of the competent authority referred to in the preceding paragraph, the

CMVM informs you, within a reasonable time, of the identity of the members

remote from the authorised market in Portugal established in that State

member.

9-A The regulated market manager communicates to the CMVM a

list of the respective members, the periodicity of this communication being

established by regulation of the CMVM.

10-In the circumstances provided for in Article 16 of the Regulation (EC)

n ° 1287/2006 of August 10, the CMVM establishes with the authority

competent from the member state in which the mechanism was made available

cooperation agreement aiming at proper market supervision

regulated in question.

Article 225.

Remote access to authorized markets abroad

1-A available, on national territory, of appropriate mechanisms to

facilitate access and negotiation on the regulated regulated market

in another member state of the European Union, by remote members

established in Portugal depends on communication to the CMVM, by

competent authority of the State in which the regulated market was

authorized:

a) Of the intention of the managing body to make these mechanisms available

81

in Portugal; and

b) From the identity of the members of that market who find themselves

established in Portugal, at the request of the CMVM.

2-A CMVM may authorise the provision, in national territory, of

appropriate mechanisms to facilitate access and trading on the market

authorized in a State that is not a member of the European Union since

that those find themselves subject to legal and supervisory requirements

equivalents.

Article 226.

Duties of members

1-The regulated market members shall:

a) Abide by the decisions of the bodies of the market managing entity

regulated that are taken in the context of the provisions

legal and regulatory applicable in the market where they act; and

b) Providing the managing entity of the regulated market as

information necessary for the good management of the markets, albeit such

information are subject to professional secrecy.

2-Each of the members of the regulated market designates a holder of the

your body of administration, or a representative with basting powers,

as a direct interlocutor before the managing body of the market

regulated and the CMVM.

Article 227.

Admission to trading on regulated market

1-[...].

2-Are defined in Articles 35 to 37 of the Regulation (EC) No

1287/2006, of the Commission of August 10, the characteristics of the

different categories of financial instruments that are to be held in

consideration for the managing entity of the regulated market when assessing

if the same has been issued in terms that allow your admission to the

negotiation.

82

3-The issuer must meet the following requirements:

a) Have been constituted and be operating in compliance with the

respective personal law;

b) Comprove that it has compatible economic and financial situation

with the nature of the securities to be admitted and with the market

where the admission is requested.

4-[ Previous Article No 3 ].

5-The issuer has a duty to, within 90 days after its issuance,

request admission of the shares belonging to the category of the already

admitted.

6-The shares may be admitted to the negotiation after final enrollment

of the constitutive act of the society or of the increase in capital in the register

commercial, even if it is not carried out the respective publication.

7-A The managing entity of the regulated market establishes and maintains

effective mechanisms for:

a) Verify that issuers of securities admitted to the

trading on the regulated market meet the obligations of

applicable information;

b) Making it easier for members of the regulated market to access the

information that has been disclosed to the public on the part of the

issuers;

c) Check regularly if the securities that are

admitted to trading on the regulated market continue to

comply with the admission requirements.

Article 228.

Admission to the market for official quotes

1-In addition to those provided for in paragraph 3 of the preceding Article, the issuer of values

securities to be negotiated in market that form official quotation must

meet the following requirements:

a) To develop its activity for at least three years;

b) Have published, in the terms of the law, its management reports and

annual accounts for the three years prior to the one in which the

83

admission is requested.

2-If the issuing company has resulted in merger or division, the requirements

of the points a) and b) of the previous number consider themselves to be satisfied if

to check in one of the merged societies or in the fissile society.

3-A CMVM can dispense with the requirements of the points a) and b) of paragraph 1

when the interests of the issuer and investors advises him and the

requirement of the point b) of paragraph 3 in the previous article, by itself, allow the

investors form an enlightened judgement on the issuer and the values

securities.

Article 229.

Admission of shares to trading in the market for official quotations

1-Can only be admitted to the market trading which form quotation

officer actions in respect of which:

a) Please check, up to the time of admission, an appropriate degree of

dispersion by the public;

b) If it provides for stock capitalization of at least one million of

euros, or, if the bolstive capitalization cannot be determined, the

own capitals of society, including the results of the latter

exercise, be it at least one million euros.

2-Presume that there is an adequate degree of dispersion when the actions

which are the subject of the application for admission to trading if they are

dispersed by the public in a proportion of at least 25% of the capital

social subscript represented by that category of shares, or, when,

due to the high number of shares in the same category and due to

amplitude of its diffusion among the public, is assured a

regular operation of the market with a lower percentage.

3-In the case of application for admission of shares of the same category of shares

already admitted, the suitability of the dispersion by the public should be analyzed

in relation to the totality of the shares admitted.

4-Do not apply the provisions of paragraph b) of paragraph 1 in cases of admission to the

trading in shares of the same category of the already admitted.

5-A The managing entity of the regulated market may require a

84

stock capitalisation higher than that provided for in the b) of paragraph 1 if it exists

a further national regulated market for which the requirements

in that matter are equal to those referred to in the same paragraph.

Article 230.

Admission of bonds to trading in the market of official quotations

1-Can only be admitted to the market trading which form quotation

official bonds representative of bond loan or of

any of your series whose amount is equal to or greater than € 200000.

2-A admission of convertible bonds into shares or with a right to

subscription of shares to market that form official quotation depends on

prior or concurrent admission of the shares to which they confer law or

shares belonging to the same category.

3-A The requirement of the preceding paragraph may be waived by the CMVM if such

is permitted by the personal law of the issuer and this shall demonstrate that the

holders of the obligations have the necessary information to

form a founded judgment as to the value of the shares in which the

obligations are convertible.

4-A admission of convertible bonds into shares or with a right to

subscription of shares already admitted to trading on market

regulated situated or operating in a Member State of the Union

European where the issuer has its registered office depends on prior consultation to

authorities of that member state.

5-Do not apply the provisions of paragraph b) of Article 227 (3) and in the

points a) and b) of Article 228 (1) to the admission of obligations:

a) Representative of national or foreign public debt;

b) Issued by the Autonomous Regions and by local authorities

Portuguese;

c) Issued by public institutes and Portuguese public funds;

d) Guaranteed, solidly and unconditionally, by the Portuguese State

or by foreign state;

e) Issued by international legal persons of a public character

and by international financial institutions.

85

Article 231.

Special provisions on the admission of securities subject to

foreign law

1-Saved in cases where the securities are admitted to the

trading on regulated market situated or operating in

Member State of the European Union, CMVM may require the issuer to

presentation of legal advice attests to the requirements of n. ºs 1 and 2 and

of the paragraph a) of Article 227 (3)

2-[...].

3-[...].

Article 232.

[...]

1-[...].

2-A The managing entity may authorize the celebration of business over values

securities, issued or to be issued, the subject of public supply of distribution

about which incited application for admission, in short time period prior to the

admission to market since subject to the condition of admission if

make it effective.

3-[ Previous Article No 2 ].

Article 233.

Application for admission

1-[...].

2-[...].

3-[...].

4-The issuer of securities admitted to trading on market

regulated must, at the time it requests admission, appoint

a representative with a bastant powers for relations with the market

and with the CMVM.

86

Article 234.

Decision for admission

1-[...].

2-[...].

3-[...].

4-When the managing entity of the regulated market admits values

securities to the trading without consent of the respective issuer

should inform this of this fact.

Article 236.

[...]

1-[...].

2-[...]:

a) Securities referred to in points a ), b ), c ), d ), f ), g ), h ), i ),

j ), l) and n) of Article 111 (1) and (1) a) of the Article 2 (2)

134., under the conditions laid down there;

b) [...];

c) [...];

d) [...];

e) [...];

f) [...];

g) [...];

h) [...].

3-[...].

Article 244.

[...]

1-The following entities send the CMVM the documents and the

information to which the following articles relate, up to the time of

your disclosure, if another deadline is not particularly foreseen:

87

a) Issuers, subject to Portuguese personal law, of shares and of

securities representative securities with nominal value

less than € 1,000 admitted to trading on market

regulated located 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 paragraph

exclusively admitted to trading on market

regulated situated or operating in Portugal;

c) The issuers, whose registered office is located outside the European Union,

of the securities referred to in para. a) admitted to the

trading on regulated market situated or operating in

Portugal or in another member state, provided that, in the latter case, the

CMVM to be the respective competent authority;

d) Issuers of securities not covered by the points

previous admitted to trading on regulated market

situated or operating in Portugal or in another member state,

provided that the CMVM is the respective competent authority.

2-The persons who have applied for admission to the trading of the values

securities referred to in the above points without the consent of the

Issuers whenever they disclose the information referred to in the articles

following send it simultaneously to the CMVM.

3-Securities issuers admitted to trading in market

regulated situated or operating in Portugal and in market

regulated situated or operating in a State not belonging to the

European Union sends to the CMVM the additional information that, being

relevant to the assessment of the securities, are obliged to

provide to the authorities of that State within the time specified in the legislation

applicable.

4-The information required in the following articles is:

a) Disclosed in such a way as to allow investors from all over

Community the fast access, within the deadlines especially

anticipated, and without specific costs to such information on a basis

non-discriminatory; and

88

b) Sent to the system provided for in Article 367.

5-For the purposes of the a) of the preceding number the entities referred to in the n.

1 must:

a) Transmit the information in unedited full text, and may, in the

Respect to the information referred to in Articles 245, 246 and

246.-A, limit itself to release a statement reporting from the

provision of this information and indicating the sites of

Internet , in addition to the mechanism provided for in Article 367, where the

information can be obtained;

b) Ensuring that the transmission of the information is done by a means

insurance, which minimizes the risks of corruption of data and access

unauthorized and that ensures the authenticity of the source of the

information;

c) Ensure the safety of the reception by the immediate correction of

any failure or interruption in the transmission of the information;

d) Ensuring that the transmitted information is identifiable as

information required by law and that allows for clear identification of the

issuer, the subject matter of the information and the date and time of the

transmission;

e) Communicating to the CMVM, on request, the name of the person who conveyed the

information, data relating to the validation of the mechanisms of

safety employed, date, time and a half in which the information was

transmitted and, if applicable, data relating to embargo imposed on

dissemination of information.

6-A CMVM, with respect to the required information and in any of the

cases referred to in the following articles, may:

a) Making them disclose at the expense of the entities to such obliges, in case

these refuse to abide by the orders that, under the law, by it

are given to them;

b) Decide to make them public through the system provided for in the article

367.

7-Securities issuers admitted to trading in market

regulated they place and maintain on their website for a year,

save other specially anticipated deadlines, all information that

89

are required to make public under this Code, of their

regulation and materially related legislation.

8-[ Previous Article No 6 ].

Article 245.

[...]

1-The entities referred to in Article 244 (1) disclose, within the period of

four months from the end date of the exercise and keep to the

provision of the public for five years:

a) The management report, the annual accounts, the legal certification of

accounts and other accountability documents required by

law or regulation, yet they have not been subjected to

approval in general assembly;

b) [...];

c) Statements by each of the responsible persons of the issuer,

whose names and functions must be clearly stated, where

affirm that, as much as it is from your knowledge, the information

provided for in paragraph (a) has been drawn up in accordance with the

applicable accounting standards, giving a true picture and

appropriate of the asset and the liability, financial situation and the

results of the issuer and the companies included in the perimeter of the

consolidation, when it is the case, and that the management report exposes

faithfully the evolution of the business, the performance and the position of the

issuer and the companies included in the perimeter of the consolidation,

as well as a description of the main risks and uncertainties with

that are defaced.

2-The report referred to in para. b) of the previous number is disclosed in the

full, including:

a) [...];

b) [...].

3-issuers required to draw up consolidated accounts disclose the

information referred to in paragraph 1 in the individual form, drawn up in accordance

with national legislation, and in consolidated form, drawn up accordingly

90

with Regulation (EC) No 1606/2002.

4-Issuers not required to draw up consolidated accounts disclose the

information referred to in paragraph 1 in the individual form, drawn up in accordance

with the national legislation.

5-[ Previous Article No 4 ].

6-The documents that integrate the report and the annual accounts are submitted

to CMVM as soon as they are placed at the disposal of shareholders.

Article 246.

[...]

1-The issuers of shares and representative securities of

debt referred to in Article 244 (1) discloses, up to two months after the

term of the 1 ° semester of the financial year, concerning the activity of that

period, and keep at the disposal of the public for five years:

a) The condensed financial statements;

b) An interim management report;

c) Statements by each of the responsible persons of the issuer,

whose names and functions must be clearly stated, where

affirm that, as much as it is from your knowledge, the information

provided for in paragraph a) of paragraph 1 has been drawn up in accordance with

the applicable accounting standards, giving an image

true and appropriate of the asset and the liability, of the situation

financial and the results of the issuer and the companies included in the

perimeter of the consolidation, when it is the case, and that the report of

interim management faithfully exposes the information required in the

terms of paragraph 2.

2-The interim management report shall contain at least one indication

of the important events that have occurred in the period to which

refers to and the impact on the respective financial statements, well

as a description of the main risks and uncertainties for the six months

following.

3-issuers required to draw up consolidated accounts:

a) They must draw up the financial statements in accordance with the

91

international accounting standards applicable to reports

intercalares financial adopted pursuant to the Regulation

(EC) No 1606/2002;

b) The information referred to in the preceding paragraph is only disclosed under

consolidated form, save if the accounts on an individual basis

contain significant information;

c) Issuers of shares must include still information on the

major relevant transactions between related parties

performed in the first six months of the exercise they have

significantly affected their financial situation or the

performance as well as any changes to the information included

in the preceding annual report likely to have an effect

significant in their financial position or performance in the

first six months of the current exercise.

4-If the issuer is not obliged to draw up consolidated accounts, the

condensed financial statements include at least one

balance sheet and a demonstration of condensed results, elaborated from

agreement with the principles of recognitions and measurement applicable to the

elaboration of the annual financial reports, and explanatory notes to those

accounts.

5-In cases provided for in the preceding paragraph:

a) The condensed balance sheet and the demonstration of condensed results

must submit all items and subtotals included in the

last annual financial statements of the issuer, being

added the additional items required if, due to

omissions, the semiannual financial statements reflect a

deceptive image of the asset, liabilities, financial position and

of the results of the issuer;

b) The balance sheet shall include comparative information referred to the end of the

exercise immediately precedent;

c) The statement of results should include comparative information

on the corresponding period of the preceding financial year;

d) The explanatory notes must include sufficient information for

ensure the comparability of financial statements

92

semestrals condensed with the annual financial statements and

the correct apprehension, by users, of any

significant change in amounts and developments in the period

semestral in cause reflected in the balance sheet and demonstration of

results;

e) Issuers of shares must include, at a minimum, information

on the main relevant transactions between related parties

performed in the first six months of the exercise referring

in particular the amount of such transactions, the nature of the

relevant relationship and other information necessary to the understanding of the

financial position of the issuer if such transactions are relevant

and have not been completed under normal market conditions.

6-For the purposes of the e) from the previous number, transactions between parties

related can be aggregated according to their nature,

except if separate information is necessary for the understanding of the

effects of the transaction on the financial position of the issuer.

Article 247.

[...]

The CMVM, through regulation, establishes:

a) [...];

b) The documents to be submitted for compliance with the provisions of the

numbers 1 a to 4 of Article 245 and in Article 246;

c) [...];

d) [...];

e) The content and the deadline for dissemination of quarterly information and the

content of the interim information of the administration;

f) [...];

g) [...];

h) The terms and conditions in which it is communicated and made accessible to

information relating to the transactions provided for in Article 248-B,

particularly the possibility of such communication being carried out of

aggregate form, depending on a certain amount and a

93

specific time period.

Article 249.

[...]

1-The entities referred to in Article 244 (1) send to the CMVM and to the

regulated market managing entity:

a) [...];

b) [...].

2-The entities referred to in Article 244 (1) inform immediately

the public about:

a) [...];

b) Amendment, allocation and payment or exercise of any

rights inherent in the securities admitted to trading

or to the actions to which these give right, including indication of the

applicable procedures and the financial institution through which

the shareholders may exercise their respective patrimonial rights;

c) [...];

d) Issuance of shares and obligations, with an indication of the privileges and

guarantees that they benefit, including information on

any procedures for attribution, subscription, cancellation,

conversion, exchange or refund;

e) Changes to the elements that have been required for the

admission of the securities to the negotiation;

f) The acquisition and disposal of own shares, where in

result of the same as the percentage of the same exceeds or become

lower than the limits of 5% and 10%;

g) The deliberation of the general assembly concerning the documents of

provision of accounts.

3-The issuers of shares in Article 244 (1) discloses the total number

of voting rights and the social capital at the end of each calendar month in which

an increase or a decrease of that total number occurs.

4-A convocation for the assembly of securities holders

representative of debt admitted to trading on market

94

regulated shall comply with the provisions of Article 23 (1).

Article 250.

[...]

1-With the exception of the provisions of Articles 245 to 246.-A, in the a) from the

n Article 249 (1), a) a d) and f) of Article 249 (2) and paragraph 3 of the article

249., CMVM may dispense the disclosure of the information required in the

previous articles when it is contrary to the public interest and may

cause serious injury to the issuer, provided that the absence of

disclosure does not induce the public in error on facts and circumstances

essential for the evaluation of securities.

2-[...].

Article 252.

Systematic internalizers

They are regulated in Art. 21 of Regulation (EC) No 1287/2006 of the

Commission, of August 10:

a) The requirements for a financial intermediary to be considered

systematic internalizer;

b) The procedure for the loss of the quality of internalizer

systematic in a given category of actions.

Article 253.

Information on offers

1-Systematic internalizers must disclose the firm prices to which

they propose to negotiate shares admitted to trading on the market

regulated for which there is a liquid market, where the

quantity of the offer is not superior to the normal market volume.

2-Regarding the shares for which there is no net market, the

systematic internalizers should disclose price offers to their

customers at the request of these.

95

3-The shares are to be grouped into classes based on the average

arithmetic of the value of orders executed on the market.

4-Each offer of sale and purchase must include the firm price for a

or more quantities up to the normal market volume for the class of

shares to which the object share of the offer belongs.

5-The offered price should reflect the prevailing market conditions

for that action.

6-A disclosure to the public provided for in paragraph 1 shall be carried out in a manner

easily accessible, in a regular and continuous way, during the time

normal of trading, and on a reasonable commercial basis.

7-Are defined in articles 22, 23, 24 and 29 to 32 of the Regulation

(EC) No 1287/2006, of the Commission, of August 10 and in regulation of the

CMVM:

a) The concept of the liquid market;

b) The normal market volume for each class of shares;

c) The conditions under which the prices offered meet the provisions of the

n. 4;

d) The deadline and means of disclosure of the offers.

Article 254.

Classes of shares

1-In cases where the Portuguese market is considered, for a

determined action, the most relevant market in terms of liquidity, the

CMVM, annually, shall determine and disclose the class of shares to

that the same belongs, as defined in paragraph 3 of the preceding Article.

2-A The determination provided for in the preceding paragraph shall have on the basis of:

a) The most relevant market concept in terms of liquidity

defined in Article 9 of Regulation (EC) No 1287/2006 of the

Commission, of August 10;

b) The liquidity indicators provided for in Article 9 of the Regulation

(EC) No 1287/2006 of the Commission of August 10.

96

Article 255.

Updating and withdrawal of offers

Systematic internalizers can at any time update the

its offers of price, only those may withdraw under market conditions

exceptional.

Article 256.

Access to offers

1-Systematic internalizers should draw up clear, based rules

in its commercial policy and in objective criteria and not

discriminations, relating to investors to whom they provide access to the

your price offers.

2-Without prejudice to the provisions of Article 328, the internalizers

systematics can:

a) Refuse to initiate or terminate commercial relations with

investors on commercial order grounds, such as the situation

investor financial, counterparty risk and final settlement

of the operation;

b) Limit, in a non-discriminatory manner, the number of orders of a

client who undertakes to perform in the conditions disclosed,

in order to reduce the risk of exposure to multiple operations of the

same customer;

c) Limit, in a non-discriminatory manner, the total number of operations

concurrent of different customers, when the number or the

quantity of the orders of the customers exceeds considerably the

normal, in accordance with the provisions of Article 25 of the Regulation

(EC) No 1287/2006 of the Commission of August 10.

Article 257.

Execution of the orders and change of the offered price

1-Systematic internalizers must carry out the orders they receive

97

of its customers, in relation to the shares for which they are

systematic internalizers, at the prices per se disclosed at the time

of the reception of the order.

2-Systematic internalizers can execute orders received from a

customer who is qualified investor at a better price, provided that:

a) The new price is situated within a range of variation,

disclosed to the public and close to market conditions;

b) The quantity of the order received is higher than the

volume of orders given customarily by an investor not

qualified, as defined in Article 26 of the Regulation

(EC) No 1287/2006 of the Commission of August 10.

3-Systematic internalizers can execute orders received from the

your customers who are qualified investors at prices other than the

offered and without observance of the conditions set out in the number

previous, when it deals with operations resulting from partial executions

or of orders subject to conditions other than the current price of

market, as set out in Article 25 of the Regulation (EC) No

1287/2006 of the Commission of August 10.

4-A systematic internalizer that makes price offers for a single

quantity, or whose greatest quantity is less than the normal volume of

market, and receive an order from a customer with superior dimension to the

amount of your offer but lower than the normal market volume,

may decide to carry out the part of the order in which this exceeds the quantity

of your offer, provided that you perform it at the price indicated or at another price,

in the latter case if allowed under the n. paragraphs 2 and 3.

5-Whenever the systematic internalizer makes price offers for

different quantities and receive an order between those same

quantities that decide to perform, shall execute the order to one of the prices

disclosed or at another price, in the latter case if allowed under the shelter

of the n. ºs 2 and 3.

98

Article 258.

Scope

1-The provisions of this Chapter shall apply to all operations in which

an entity has assumed the position of central counterparty.

2-When an entity assumes the position of counterparty in the operations,

these are only effective before it after your registration.

3-A realization of operations on regulated market or in system of

multilateral trading on the financial instruments referred to in the

points d) and e) of Article 2 (1) requires the interposition of counterparty

central.

Article 259.

Management of operations

1-A The central counterparty shall ensure the sound management of the operations, in

particular:

a) The registration of positions;

b) The management of the guarantees provided, including the constitution, the

reinforcement, reduction and release;

c) The adjustments of gains and emerging losses from registered operations.

2-When the defence of the market requires it, the central counterparty may,

specifically:

a) Determine the adoption of the necessary measures to decrease the

exposure to the risk of a compensating member, specifically

shutting down positions;

b) Promote the transfer of positions to other members

compensators;

c) Determine the reference prices in a separate way from the forecast

in the rules.

3-The open positions in the instruments referred to in points d) and e) of the n.

1 of Article 2 may be terminated, before the due date of the

contract, through the opening of inverse sense positions.

4-The compensating members are responsible to the counterparty

99

central for the fulfilment of the obligations resulting from operations by you

taken over, by your account or on account of the members negotiators

to whom they have assumed the compensation function of the operations.

Article 260.

Minimization of risks

1-It is up to the central counterparty to take appropriate action to the

minimization of risks and the protection of the clearing system and the

markets, and should evaluate with a periodicity, at the annual minimum, the

your level of exposure.

2-For the effects of the previous number, the central counterparty:

a) It should adopt safe systems for risk management and monitoring;

b) It should establish appropriate procedures to be done in the face of flaws and

defaults of its members;

c) It can create funds intended, ultimately, for distribution

of the losses among all compensating members.

3-A central counterparty must identify the respective sources of risk

operational and minimise them through the establishment of systems,

appropriate controls and procedures, notably developing

contingency plans.

Article 261.

Margins and other guarantees

1-A exposure to the risk of the central counterparty and its members shall be

covered by cautions, designated margins, and other guarantees, saved

when, depending on the nature of the operation, they are waived in the

cases and in the terms to be established in regulation of the CMVM.

2-A central counterparty shall set the margins and other guarantees to be provided

by its members on the basis of risk parameters that must be

subject to regular review.

3-The compensating members are responsible for the constitution, by the

reinforcement or the replacement of the collateral.

100

4-A collateral shall be provided through:

a) Financial guarantee contract provided for in Decree-Law n.

105/2004, of May 8, on low financial instruments

risk and high liquidity, free of any burden, or on

deposit of money in authorised institution;

b) Bank guarantee.

5-About the values given in escrow may not be constituted other

guarantees.

6-Compensating Members shall adopt procedures and measures

to adequately cover exposure to risk, and to require the

your clients or to the members negotiators to whom they have

assumed functions of clearing the delivery of margins and other

guarantees, in the terms defined by contract with them concluded.

Article 262.

Extrajudicial execution of the guarantees

1-Financial instruments received in escrow can be sold

extrajudicially to the satisfaction of the emerging obligations of the

operations cautioned or as a consequence of the closure of

positions of the members who have provided the surety.

2-A extrajudicial execution of the cautions shall be carried out by the counterparty

central, through financial intermediary, whenever that unreviewed

this nature.

Article 263.

Segregation patrimonial

The central counterparty shall adopt a structure of accounts that allows a

adequate segregation of equity among the financial instruments of its own

of its members and those belonging to the customers of the latter.

101

Article 264.

Participants

1-A central counterparty shall define the conditions of access of the members

compensators and the obligations that on them impend, so as to

ensure high levels of creditworthiness and limitation of risks,

not least by imposing them that gather financial resources

sufficient and that they are endowed with a robust operational capability.

2-A central counterparty adopts appropriate procedures for monitoring

of compliance, on a regular basis, of the access requirements of the

members.

Article 265.

Central counterparty rules

1-A central counterparty must approve transparent rules and not

discriminative, based on objective criteria, that ensure the

appropriate performance of its functions, concerning, in particular, the

material referred to in Articles 259, 260, 261, 263 and 264.

2-The rules referred to in the preceding paragraph shall be subject to registration in the

CMVM, which aims at verification of its sufficiency, suitability and

legality.

3-After registration in the CMVM, the central counterparty publishes the rules

adopted, which come into force on the date of the publication or the other

in it envisaged.

4-A CMVM defines, in regulation, the elements subject to registration and the

respective process.

Article 266.

[...]

1-The settlement systems of financial instruments are created by

written agreement by which to establish common rules and procedures

standardized for the execution of transfer orders, among the

102

participants, of financial instruments or their rights

highlighted.

2-[...].

3-The money transfers associated with transfers of

financial instruments or the rights to them inherent and the guarantees

relating to operations on financial instruments are part

member of the settlement systems.

Article 268.

[...]

1-[...].

2-[...]:

a) [...];

b) Managing entities of regulated markets, of systems of

multilateral trading and settlement systems;

c) Clearing and counterparty chamber gestural entities

central.

3-[...]:

a) [...];

b) Managing entities of settlement systems;

c) Clearing and counterparty chamber gestural entities

central.

4-[...].

5-[...].

6-[...].

Article 269.

[...]

1-[...].

2-The rules referred to in the preceding paragraph shall be subject to registration in the

CMVM, which aims at verification of its sufficiency, suitability and

legality.

103

3-After registration at the CMVM, the managing entity of the settlement system

publishes the adopted rules, which they enter into force on the date of

publication or nother in them provided for.

Article 271.

[...]

1-The settlement systems for financial instruments, with the exception

of those that are managed by the Bank of Portugal, are recognized through

of registration in the CMVM.

2-[...].

3-[...].

Article 274.

[...]

1-The transfer orders are introduced in the system by the

participants or, by delegation of these, by the managing entity of the market

where the financial instruments were traded or by

entity that takes over the functions of clearing house and

central counterparty regarding the operations carried out in that market.

2-[...].

3-[...].

Article 276.

[...]

The compensation carried out within the framework of the settlement system has character

definitive and is carried out by the system itself or by the entity it takes

participating clearing house functions of this.

104

Article 278.

[...]

The settlement of regulated market operations should be arranged

according to principles of efficiency, of reduction of systemic risk and of

concurrency of credits in financial instruments and cash.

Article 279.

[...]

1-[...].

2-A The obligation to which the preceding paragraph is concerned is incumbent upon the participant

that introduced into the system the transfer order or that it has been

indicated by the managing entity of the market where the

operations to be liquidated or by the entity assuming the functions of chamber

of compensation and central counterparty regarding such operations.

3-[...].

4-[...].

Article 281.

[...]

1-[...]:

a) [...];

b) Entities taking over the functions of clearing house and

central counterparty;

c) Managing entities of centralized systems of values

securities;

d) The Bank of Portugal or credit institutions, if the entity

system manager is not authorized to receive deposits at

money;

e) Other settlement systems.

2-Connection agreements are recorded in the CMVM.

105

Article 283.

[...]

1-A submission to insolvency or the request for a statement of this, from

company recovery or sanitation of any participant not

has retroactive effect on the rights and obligations arising from its

participation in the system or associated it.

2-[...].

3-[...].

Article 284.

[...]

1-Without prejudice to the provisions of Decree-Law No 105/2004 of May 8, the

guarantees of obligations arising from the operation of a system of

settlement are not affected by the opening of insolvency proceedings, of

company recovery or sanitation of the entity guarantees,

reverting only to the bankrupt mass or to the company in recovery

or sanitation the balance that eventually apure after fulfillment

of the guaranteed obligations.

2-[...].

3-[...].

4-If the financial instruments under warranty pursuant to the

this article are registered or deposited in a system

centralised situated or operating in a member state of the Community

European, the determination of the rights of the beneficiaries of the guarantee shall govern-

if by the legislation of that member state, provided that the warranty has been

registered in the same centralized system.

Article 289.

[...]

1-[...]:

a) The services and investment activities in instruments

106

financial;

b) The ancillary services of services and investment activities;

c) [...].

2-[...].

3-The provisions of the preceding paragraph shall not apply:

a) To the members of the European System of Central Banks, in the

exercise of its functions, and the State and other public entities

within the scope of the management of public debt and reserves of the State;

b) To people who provide investment services exclusively to the

its dominant society, the subsidiary of this, or its own subsidiary;

c) To people who provide investment advice as

normal and not specifically remunerated complement of

profession of an end diverge from the provision of investment services;

d) To persons who have by only investment activity to

trading on their own as long as they are not creators of

market or entities that negotiate on their own, outside of a

regulated market or a trading system

multilateral, in an organized, frequent and systematic way,

providing an accessible system to third parties with the end of with them

negotiate;

e) To persons who provide, exclusively or in cumulation with the

activity described in the paragraph b) , relative investment services

to the management of systems for the participation of workers;

f) To people who provide investment services, or exercise

investment activities, which consisted, exclusively, in the

trading on its own in the forward markets or the counted,

in this case with the sole purpose of covering positions in the markets

of derivatives, or in the negotiation or participation in the formation of

prices on the account of other members of the said markets, and that

are guaranteed by an compensating member who on the same

act, when the responsibility for the implementation of the contracts

celebrated is taken over by one of those members;

g) To persons whose main activity consists in trading for

own account in goods, in derivative instruments on

107

goods, or in both, provided that they do not act in the framework of

a group whose main activity consisted in the provision of others

investment services or banking nature;

h) To people who negotiate financial instruments on account

own or to provide investment services on instruments

derivatives on goods or contracts of derivatives referred to

in the subparagraphs ii) and iii) of the paragraph d) and in the letter e) of the Article 1 (1)

2. , provided that such activities are exercised in an ancillary manner

in the context of a group whose main activity does not consist of the

provision of investment services or banking in nature;

i) To persons who exercise, by main title, some of the services

listed in the paragraphs c ), d) and g) of Article 291, as long as it does not

act within the framework of a group whose main activity consists

in the provision of investment services or banking in nature.

4-The provisions of Articles 294 to 294.-D, 306 to 306.--E, 308 to 308-

D, 309.-D, 313, 314 to 314.-D, 317 to 317.-D is not applicable to the

management activity of collective investment institutions.

Article 290.

Investment services and activities

They are services and investment activities in financial instruments:

a) [...];

b) [...];

c) [...];

d) The firm outlet and placement with or without warranty on offer

public distribution;

e) The negotiation on its own;

f) The consulting for investment;

g) The management of multilateral trading system.

108

Article 291.

[...]

They are ancillary services of the services and investment activities:

a) The registration and deposit of financial instruments, as well as the

services related to your guard, such as the management of

treasury or guarantees;

b) [...];

c) The elaboration of investment studies and financial analysis or

other forms of general consultancy related to operations in

financial instruments;

d) [...)

e) [...)

f) [...)

g) The services and activities set out in Article 290, when they relate to

the assets underlying the financial instruments mentioned in the subparagraphs

ii) and iii) of the paragraph d) and in the letter e) of Article 2 (1).

Article 292.

Advertising and prospecting

The publicity and prospecting directed at the conclusion of contracts of

financial intermediation or the collection of elements on current customers or

potential can only be carried out:

a) By financial intermediary authorized to carry out the activity in

cause;

b) By linked agent, in the terms provided for in Articles 294-to-

294 .no-D.

Article 293.

[...]

1-Are financial intermediaries in financial instruments:

a) [...];

109

b) [...];

c) [...].

2-Are investment firms in financial instruments:

a) [...];

b) [...];

c) [...];

d) The mediating societies of the money and foreign exchange markets;

e) The consulting companies for investment;

f) The managing societies of multilateral trading systems;

g) Others that as such are qualified by law, or that, not being

credit institutions, whether they are persons whose activity, habitual and

professionally exercised, constrained in the provision, to third parties, of

investment services, or in the exercise of activities of

investment.

Article 294.

Consulting for investment

1-Understand by consulting for investment the provision of a

advice to a client, in their capacity as an actual investor or

potential, either at the request of this or on the initiative of the consultant

relating to transactions relating to securities or the

other financial instruments.

2-A consulting for investment can be exercised:

a) By financial intermediary authorized to engage in such activity, relatively

to any financial instruments;

b) By advisors for investment, concerning securities.

3-Consultants for investment may still be allowed to pay

the service of reception and transmission of orders in securities

provided that:

a) The transmission of orders is addressed to financial intermediaries

referred to in Article 293 (1);

b) Do not detain funds or securities belonging to

customers.

110

4-The consultants for investment apply the general rules provided for

for financial intermediation activities, with due

adaptations.

Article 295.

[...]

1-[...].

2-The registration of financial intermediaries whose activity consists

exclusively in the management of multilateral trading systems is governed by

by the provisions of the Decree-Law n. __, of ____ [ LEG ).

3-[ Previous Article No 2 ].

Article 297.

[...]

1-[...]:

a) Each of the intermediation activities in instruments

financial that the financial intermediary intends to exercise;

b) The identification of the representatives of the financial intermediary and

of the people who actually drive or scrutinize each

of the registered activities.

2-[...].

3-Without prejudice to the provisions of paragraph 1, the CMVM organizes and disseminates a

list containing the identiactive elements of the brokers

financial registered in the terms of Articles 66 and 67 of the Regime

General of Credit Institutions and Financial Societies.

Article 298.

Process of registration

1-The initial registration and averages to the registration of changes to the

elements referred to in paragraph 1 (1) of the preceding article depend on

111

application, which must be accompanied by the necessary documents

to demonstrate that the financial intermediary possesses the means

humans, materials and technicians indispensable for the exercise of the

activity or other elements documenting the change in

cause.

2-A CMVM, through inspection, may check the existence of the means to

that refers to the previous number.

3-[...].

4-[...].

5-[...].

Article 299.

Undue tacit

The registration is deemed to be refused if the CMVM does not carry it out within 60

days to count:

a) [...];

b) [...].

Article 301.

Consultants for investment

1-The exercise of the activity of consultants for investment depends on

register at the CMVM.

2-Registration is only granted to elderly natural persons who demonetisation

possess professional aptitude appropriate to the exercise of the activity and means

sufficient materials or legal persons who demonstrate to respect

equivalent requirements.

Article 303.

[...]

1-[...].

2-A cancellation decision that is not substantiated in the revocation or

112

expiry of the permit must be preceded by assent of the

Bank of Portugal, to be issued within 15 days, save with respect to the

consulting companies for investment.

3-A The cancellation decision must be communicated to the Bank of Portugal and

to the competent authorities of the member states of the European Union

where the financial intermediary has branches or pay services.

Article 304.

Principles

1-[...].

2-[...].

3-To the extent necessary for the fulfillment of your duties in the

provision of the service, the financial intermediary shall inform itself together

of the client about his / her knowledge and experience with regard to the

specific type of product or service offered or searched, well

how, if applicable, on the financial situation and the objectives of

investment of the customer.

4-[...].

5-These principles and the duties referred to in the following articles are

applicable to holders of the intermediary's board of directors

financial or the linked agent, to the persons who actually drive

or scrutinize each of the intermediation activities and the

collaborators of the financial intermediary, the linked agent or the

subcontracted entities.

Article 305.

General requirements

1-The financial intermediary shall maintain his / her business organization

equipped with the human, material and technical means necessary for

provide their services under appropriate quality conditions,

professionalisms and efficiency and for the avoidance of procedures

wrong or negligent, owing, in particular:

113

a) Adopt an organisational structure and decision-making procedures that

specialize communication channels and assign functions and

responsibilities;

b) Ensure that the persons referred to in Article 304 (5) are

to the current of the procedures to be followed for the correct execution

of your responsibilities;

c) Ensuring compliance with the procedures adopted and the

measures taken;

d) Adopt effective means of reporting and reporting the information

internal;

e) Maintains records of its activities and internal organisation;

f) Ensure that the realization of diverse functions by persons

referred to in Article 304 (5) does not prevent them from performing

any specific function in an efficient, honest manner and

professional;

g) Adopt appropriate systems and procedures to safeguard the

security, the integrity and confidentiality of information;

h) Adopt a policy of continuity of its activities,

intended to ensure, in the case of an interruption of its systems

and procedures, the preservation of essential data and functions and the

pursuit of its financial intermediation activities or,

if this is not possible, the quick recovery of these data and functions

and the rapid reassing of such activities;

i) Adopt an accounting organization that allows you, the whole

moment and in an immediate way, carry out the timely submission

of financial reports that reflect a true picture and

appropriate of your financial situation and to respect all the

applicable standards and accounting rules, specifically in

matter of heritage segregation.

2-For the purposes of the provisions of the provisions of a) a f) of the previous number, the

financial intermediary must take into account the nature, the size and the

complexity of its activities, as well as the type of activities of

financial intermediation premised.

3-3-The financial intermediary must follow up and evaluate regularly

114

the suitability and effectiveness of the systems and procedures, established

for the purposes of paragraph 1, and to take appropriate measures to correct

possible deficiencies.

Article 306.

General principles

1-[...].

2-[...].

3-[...].

4-Investment companies may not use in their interest or in the

third-party interest the money received from customers.

5-For the purposes of the previous figures, the financial intermediary shall:

a) Keep records and accounts that are necessary to you

allow, at any time and in an immediate way, to distinguish the

goods belonging to the heritage of a customer of those belonging to the

heritage of any other customer, as well as of the goods

belonging to their own heritage;

b) Keep records and accounts organized so as to ensure your

accuracy and, in particular, its correspondence with the

financial instruments and the money of customers;

c) Carry out, with the required frequency and, at a minimum, with a

monthly periodicity, reconciliations between the records of your

internal accounts and those of any third parties on behalf of which

hold these goods;

d) Take the necessary steps to ensure that any

financial instruments of customers, deposited or registered

together with a third party, be identifiable separately from the

financial instruments belonging to the financial intermediary,

through accounts with a distinguished holder in the accounting of the

third or through other equivalent measures that guarantee the

same level of protection;

e) Take the necessary steps to ensure that the money of the

clients be held in an account or in identified accounts

115

separately in face of any accounts used to detain

money from the financial intermediary; and

f) Adopt organisational arrangements to minimise the risk of loss

or decrease in value of customers ' assets or rights

relating to those assets, as a consequence of abusive use

of assets, of fraud, of mismanagement, of maintenance of records

inadequate or neglect.

6-Case, due to the applicable law, including in particular the legislation

on property or insolvency, the measures taken by the

financial intermediary in fulfilment of the provisions of paragraph 1, no

are sufficient to meet the requirements set out in paragraphs 1 and 2,

the CMVM determines the measures that are to be adopted, in order to

respect these obligations.

7-In case the applicable law in the country in which the customers ' goods are held

prevent the financial intermediary from respecting the provisions of the ( d)

or e) of paragraph 5, the CMVM sets out the requirements with an effect

equivalent in terms of safeguarding the rights of customers.

8-Whenever, under the terms of the paragraph c) of paragraph 5, are found to be disagreements,

these should be regularised as soon as possible.

9-If the divergences referred to in the preceding paragraph persist by a term

greater than one month, the financial intermediary must inform the CMVM

of the occurrence.

10-The financial intermediary communicates to the CMVM, immediately,

any facts likely to affect the security of the goods

belonging to the heritage of customers or to generate risk for the rest

financial intermediaries or for the market.

Article 307.

[...]

1-A accounting of the financial intermediary shall reflect on a daily basis,

in relation to each customer, the balance creditor or debtor in cash and in

financial instruments.

2-[...].

116

3-The orders and decisions to negotiate are recorded in the terms set out in the

article 7 of the Commission Regulation (EC) No 1287/2006 of 10 of

August.

4-The elements that must be registered by the financial intermediary

upon receipt of an order, its transmission or reception of the

implementation confirmation are contained in Article 8 of the Regulation (EC) No

1287/2006 of the Commission of August 10.

Article 308.

Scope of the scheme

1-A subcontracting with third parties of intermediation activities

financial or intended for the execution of operational functions, which are

essential to the provision of services in a continuous manner and in conditions

of quality and efficiency, presupposes adoption, by the intermediary

financial, of the measures necessary to avoid operational risks

additional arising from the same and can only be accomplished if not

damage the internal control to be carried out by the financial intermediary

nor the ability of the competent authority to control the

compliance with this of the duties imposed on them by law or

by regulation emanating from public authority.

2-An operational function is considered essential to the provision of services

of investment and the execution of form investment activities

continuous and in conditions of quality and efficiency, if a failure in your

exercise significantly damage compliance, on the part of the

subcontractor financial intermediary, of the duties to which it is found

subject, their financial results, or the continuity of their

services and investment activities.

3-Excludes, specifically, from the previous number:

a) The provision to the financial intermediary of consultancy services

or of other services that are not part of the activities of

financial intermediation, specifically the services of

legal advice, the training of collaborators, invoicing,

of advertising and security;

117

b) The acquisition of standardized services, namely services of

information on markets and the provision of information

on effective prices.

Article 309.

General principles

1-The financial intermediary must organise itself by way of identifying

possible conflicts of interest and act so as to avoid or reduce

to the minimum the risk of their occurrence.

2-[...].

3-The financial intermediary shall give prevalence to the interests of the

client, both in relation to their own interests or companies

with which it is found in domain or group relation, as in

relation to the interests of the holders of their social organs or those of

linked agent and collaborators of both.

4-Whenever the financial intermediary carries out operations to satisfy

orders of customers must put at the disposal of these the instruments

financial for the same price why it acquired them.

Article 310.

[...]

1-The financial intermediary shall refrain from inciting its customers to

carry out repeated operations on financial instruments or the

carry out on account of them, when such operations have an end

principal the collection of commissions or other objective strange to the

interests of the client.

2-[...].

3-[...].

118

Article 311.

[...]

1-[...].

2-[...]:

a) [...];

b) The apparent, simulated or artificial transfer of instruments

financial among different portfolios;

c) The execution of orders aimed at defrauding or limiting

significantly the effects of auction, prorogation or other form of

allocation of financial instruments;

d) [...].

3-[...].

Article 312.

Duties of information

1-The financial intermediary shall provide, with respect to the services that

offer, to be asked for or to actually pay, all the

information required for an enlightened decision making and

substantiated, including in particular those relating to:

a) To the financial intermediary and the services per se provided;

b) To the nature of unqualified investor, qualified investor or

eligible counterparty of the customer and his eventual right to apply

a different treatment and any limitation at the level of the grade of

protection that this implies;

c) To the origin and nature of any interest that the intermediary

financial or the people who in the name of it act have in the

service to be provided;

d) To financial instruments and investment strategies

proposals;

e) To the special risks involved in the operations to be carried out;

f) To its policy of execution of orders and, if it is the case, to the

possibility of execution of orders from off-market customers

119

regulated or multilateral trading system;

g) To the existence or non-existence of any guarantee fund or

equivalent protection covering the services to be provided;

h) At the cost of the service to be provided.

2-[...].

3-[...].

4-A information provided for in paragraph 1 shall be provided in writing as yet

in standardized form.

5-Where, in this Subsection, it is established that the information shall

be provided in writing, the information must be provided on paper saved

if:

a) The provision of the information in another support is appropriate in the

context of the relationship, current or future, between the intermediary

financial and the investor; and

b) The investor has expressly chosen the provision of the

information in support other than paper.

6-Presume that the provision of information through communication

electronic is suitable for the context of the relationship between the intermediary

financial and the investor when the latter has indicated an address of

electronic mail for the realization of contacts within that.

7-A information provided for in Articles 312-C to 312. g-G can be provided

through a site of the Internet, if the investor has expressly

consented and provided that:

a) Your provision in this support is appropriate in the context of the

relation, current or future, between the financial intermediary and the

investor;

b) The investor has been notified, by electronic means, of the address

of the site of Internet and of the place in the same of access to information;

c) Be continuously accessible, for a reasonable period for which

the investor can consult it.

120

Article 313.

General prohibition and duty of disclosure

1-The financial intermediary shall not, in respect of the provision of a

financial intermediation activity to the customer, offer to the customer or

to third parties or from them to receive any remuneration, commission or

non-pecuniary benefit, except if:

a) The existence, the nature and the amount of remuneration, commission or

benefit, or, if the amount cannot be ascertained, your

method of calculation, are disclosed to the customer in full mode,

true and clear, prior to the provision of the activity of

financial intermediation in question;

b) The payment of the remuneration or commission or the granting of the

non-pecuniary benefit to enhance the quality of the activity

provided to the customer and do not harm the respect of the duty of

acting in the sense of the protection of the legitimate interests of the customer;

c) The payment of appropriate remuneration, such as costs of

custody, compensation and exchange commissions, mandatory fees or

expenses of litigation, enable or be necessary for the

provision of financial intermediation activity.

2-The financial intermediary may, for the purposes of the paragraph a) of the number

previous, disseminate information on commissions in summary terms,

such not by obstinate 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 for relative information

to their knowledge and experience in investment in the

that respects the type of furniture value or the service considered.

2-If, on the basis of the information received under the previous number, the

financial intermediary judge that the operation considered not to the

client should advertiser it, in writing, for that fact.

121

3-In the case of the customer refusing to provide the information referred to in paragraph 1

or fail to provide sufficient information, the financial intermediary shall

advertisement it, in writing, for the fact that such a decision does not allow it

determine the suitability of the operation considered to be in their circumstances.

4-The caveats referred to in paragraphs 2 and 3 may be made in a way

standardized.

Article 315.

Information to CMVM

1-Financial intermediaries with registered office in national territory and the

financial intermediaries with registered office in other member states of the

European Union established in Portugal through a branch,

in this case in respect of operations carried out from this,

communicate to the CMVM the operations carried out that they have as the object

financial instruments admitted to trading in a market

regulated situated or functioning in a member state of the Union

European.

2-A communication referred to in the preceding paragraph shall be made in the

terms of the provisions of Articles 12 and 13 of the Regulation (EC) No

1287/2006, of the Commission, of August 10 and in regulation of the CMVM.

3-The financial intermediary can fulfill the duty of communication

provided for in paragraph 1 through third party acting on its behalf or through

a system of notifications of operations approved by the CMVM.

4-A CMVM may, by regulation, determine that the information provided for

in the previous figures is communicated to the CMVM by the managing entity

of the regulated market or the multilateral trading system

through which the operation has been completed.

5-In the case referred to in the preceding paragraph, the financial intermediary is

dispensed from the duty of communication provided for in paragraph 1.

6-When the CMVM receives from a branch the information provided for in the

this article, transmits them to the competent authority of the Member State

of the European Union that has authorized the investment company to

that the branch belongs, save if this declarates not to wish to receive them.

122

7-A information received pursuant to this article is transmitted by the

CMVM to the competent authority of the most liquid market for the

financial instruments the subject of the operation communicated, as

defined in Article 9 of Regulation (EC) No 1287/2006 of the Commission,

of August 10.

8-A CMVM shall draw up the necessary regulations for the realization of the

provisions of this Article.

Article 316.

Information on operations carried out outside regulated market or

of multilateral trading system

The provisions of Article 222 (3 a) to (222) apply to intermediaries

financial in respect of operations that they perform, on their own or

on behalf of clients, out of regulated market or system of

multilateral trading, on shares admitted to trading in market

regulated.

Article 317.

General provisions

1-The financial intermediary shall establish, in writing, a policy

internal that allows you, at all time, to know the nature of each

client, as an unqualified or qualified investor, and adopt the

procedures necessary for the realization of it.

2-The financial intermediary may, on his own initiative, deal with:

a) Any qualified investor as an unqualified investor;

b) An eligible counterparty, thus qualified under the terms of paragraph 1 of the

article 317-D as a qualified investor or as an investor not

qualified.

123

Article 318.

[...]

1-[...]:

a) [...];

b) [ Previous paragraph (c) ];

c) [ Previous point (d) ];

d) The minimum duties on record keeping;

e) [...];

f) [...];

g) The internal policies and procedures of intermediaries

financial pertaining to investor categorization and the criteria

of assessment for the purpose of qualification;

h) Circumstances that should be considered for the purpose of application

of the duties relating to the systems for monitoring compliance, of

risk management and internal audit, taking into account the nature, the

dimension and the complexity of the activities of the intermediary

financial, as well as the type of intermediation activities

financial provided;

i) Contents of the report to be drawn up by the auditor relating to the safeguard

of the goods of customers;

j) Terms in which financial intermediaries must make available

to CMVM information on the policies and procedures adopted

for fulfillment of the duties relating to the internal organisation and the

exercise of the activity.

2-The Bank of Portugal is to be heard in the drafting of the regulations to

which refer to the points h) a j) of the previous number.

Article 319.

Intermediation activities

[...]:

a) [...];

b) The exercise of the activity of linked agent, specifically in

124

relation to the information required of the financial intermediary, the

criteria for the assessment of the suitability and suitability of the training and

of the professional experience, the content of the contract for the

exercise of the activity;

c) The concretization of the content of the description of the risks laid down in the n.

2 of Article 312.-E.

Article 320.

Consultants for investment

The CMVM prepares the regulations necessary for the delivery of the willing

in this title on the exercise of the activity of the consultants to

investment, particularly as to the following subjects:

a) Required elements for the proof of the requirements required by

register for the exercise of the activity;

b) Internal organization;

c) Periodicity and content of the information to be provided by the consultants

for investment to CMVM.

Article 321.

[...]

1-Financial intermediation contracts concluded with investors

unqualified are of written form and only these can invoke the

nullity resulting from the inobservance of form.

2-The contracts referred to in the preceding paragraph may be concluded with

basis in general clauses.

3-Financial intermediation contracts shall apply for the scheme of

general contractual clauses, being to this effect investors do not

qualified equal to consumers.

4-[ Previous Article No 3 ]

125

Article 322.

[...]

1-[...].

2-[...].

3-[...]:

a) [...];

b) [...];

c) The financial intermediary has his or her post the registration or deposit

of financial instruments belonging to the investor.

4-[...].

5-The consultant for investment cannot make contact with

unqualified investors who by these have not been requested.

Article 323.

Reporting duties in the context of the execution of orders

1-Whenever it has executed an order on account of a customer, the

financial intermediary must:

a) Inform the customer promptly and in writing about the execution of the

same;

b) In the case of an unqualified investor, send a note of

execution of the operation, confirming the execution of the order, soon

which possible and at the latest on the first working day following the

execution or, in case the confirmation is received from a third party, the

later than on the first working day following the reception, by the

financial intermediary, of this confirmation.

2-In the case of order on bonds issued in the framework of loans

mortgages granted to customers who issued the order, the

information about your execution must be transmitted in conjunction with

the extract relating to the mortgage loan, at most up to one month

after the execution of the order.

3-A The customer's request, the intermediary shall provide him with information about

of the state of the order.

126

4-In the case of orders from an unqualified investor, who focus on

units of participation or capital securities of bodies of

collective investment and run periodically, the

financial intermediary must send, at least semester, to

communication referred to in ( b) of paragraph 1 or provide the customer with

information indicated in the following number.

5-A note of implementation of the transaction referred to in para. b) of paragraph 1 includes

where relevant in accordance with Table 1 of Annex I of the

Commission Regulation (EC) No 1287/2006 of August 10:

a) The identification of the financial intermediary presenting the

information;

b) The identification of the customer;

c) The day of negotiation;

d) The hour of negotiation;

e) The type of the order;

f) The identification of the negotiation structure;

g) The identification of the financial instrument;

h) The indicator of venda/purchased;

i) The nature of the order, when it is not an order of purchase / vendaed;

j) The quantity;

l) The unit price;

m) The global pecuniary counterpart;

n) The total amount of commissions and expenses invoiced and, on request

of an unqualified investor, a breakdown by item;

o) The responsibilities of the customer regarding the settlement of the

operation, including the payment or delivery period and the

proper information on the account, in case they were not

communicated in advance;

p) In the event that the customer's counterpart is the intermediary itself

financial or any entity of the same group or other customer

of the same, the mention of that fact, save if the order has been

performed through a trading system that facilitates the

anonymous trading.

6-For the purposes of the l) from the previous number, whenever the order is

127

performed by installments, the financial intermediary can provide

information on the price of each parcel or the respective average price,

in the latter case without prejudice to the right of the customer to request information

about the price of each parcel.

7-The financial intermediary may provide the customer with the said information

in paragraph 5 in aggregated form, by harmonized codes, if

also present an explanation of the codes used.

8-Each execution note reports for a single day and is done in duplicate,

targeting the original to the ordinator and a duplicate, to the file

mandatory from the financial intermediary.

Article 325.

[...]

As soon as they receive an order for the conduct of operations on

financial instruments, financial intermediaries shall:

a) [...];

b) [...].

Article 326.

[...]

1-[...].

2-[...].

a) Do not make proof of the availability of financial instruments to

alienate;

b) Have not promoted the blocking of financial instruments to

alienate, when required by the financial intermediary;

c) [...];

d) [...].

3-[...].

4-[...].

128

Article 327.

[...]

1-Orders can be given orally or in writing.

2-Oral given orders and presentially must be reduced to written

by the receiver and subscribed by the payer.

3-The financial intermediary shall set the orders transmitted

phonetically in phonograph support, which ensures adequate levels

of intelligibility, durability and authenticity, and must inform

beforehand the customer of that register.

4-The financial intermediary can replace the written reduction of the orders

by the insertion map of the offers in the trading system, provided that

you will be guaranteed the registration of the elements mentioned in Article 7 of the

Commission Regulation (EC) No 1287/2006 of August 10.

Article 328.

Treatment of customer orders

1-[...].

2-[...].

3-The intermediaries shall ensure the possibility of reconstitution of the

internal circuit that the orders have followed up to their transmission or

execution.

4-In the execution of orders, the financial intermediary shall:

a) Record the orders and proceed to their execution in sequential mode and

with celerity, unless the characteristics of the order or the

prevalent conditions in the market to make it impossible or if such

not allow to safeguard the interests of the customer;

b) To inform previously unqualified investors about

any special difficulty in the proper execution of its

orders.

5-Unless express instruction as opposed to the ordinator, orders with a

specified or more favorable limit price and for a volume

determined, relating to shares admitted to trading on market

129

regulated, which are not immediately enforceable, must be

disclosed pursuant to the terms provided for in Article 30 of Regulation (EC) No

1287/2006 of the Commission of August 10.

6-A CMVM can dispense with the fulfillment of the duty of disclosure

provided for in the preceding paragraph in the case of orders whose volume is high

relatively to the normal market volume as defined in the article

20. of the Commission Regulation (EC) No 1287/2006 of 10 of

August.

Article 329.

[...]

1-[...]

2-A modification of an order to perform on regulated market

or multilateral trading system constitutes a new order.

Article 330.

Execution in the best conditions

1-[...].

2-In the absence of referrals from the payer, the financial intermediary shall

carry out orders in the best conditions, specifically in terms of

of price, costs, speed, probability of execution and settlement,

volume, nature or any other relevant consideration.

3-[...].

4-A execution of orders from customers outside regulated market or from

multilateral trading system depends on express consent and

in writing of the ordinator, which can be given in the form of an agreement

general or in relation to each transaction.

5-The financial intermediary shall establish a policy of execution of

orders that:

a) Allow to get, for the orders of customers, the best conditions

referred to in paragraph 2 and include, at a minimum, the trading structures

that allow to obtain, in a repeated manner, that result;

130

b) In relation to each type of financial instrument, please include

information about the different trading structures and the

determinant factors of your choice.

6-A The provision of customer services presupposes that this has given its

assentiment to the policy of execution of orders, or to any change to

this, in the terms that have been previously transmitted to you.

7-The financial intermediary demonstrates, at the request of the client, that its

orders have been executed in accordance with the enforcement policy that

has been transmitted.

Article 331.

Criteria of execution in the best conditions

1-For the purpose of determining the relative importance of factors

set out in paragraph 2 of the previous article, the financial intermediary must

consider the characteristics:

a) From the customer, including its unqualified investor nature

or of qualified investor;

b) Of the client's order;

c) Of the financial instruments subject to the order;

d) Of the trading structures for which the order can be

directed.

2-Understand by negotiation structure a regulated market, a

multilateral trading system, a systematic internalizer or

a market creator or other provider of liquidity or an entity

which performs in a country third similar functions as

performed by any of the entities referred to.

3-Whenever a financial intermediary executes an order per account

of an unqualified investor, the best conditions are

determined in terms of the global pecuniary counterpart, represented

for the price of the financial instrument and for the costs for its

execution, including all expenses incurred by the customer and

directly related to the execution of the order, such as commissions

of the negotiation structure, the settlement or the

131

compensation and any other commissions paid to third parties involved

in the execution of the order.

4-In cases where the order can be executed in more than one

space or a negotiation organization, the intermediary, to evaluate

the best conditions, must consider the commissions per se charged to the

client by the execution of the orders in each trading structure.

5-The financial intermediary may not structure or change its

commissions so as to introduce unwarranted discrimination between

negotiation structures.

6-The financial intermediary shall annually evaluate the policy of

execution of orders, specifically in relation to the structures of

expected negotiation, by way of identifying and, if necessary, correct

possible deficiencies.

7-This analysis should also be carried out whenever a

relevant change, likely to affect the ability of the intermediary

financial to continue to get the best possible results in what

concerns the execution of the orders of its customers, on a basis

coherent, using the spaces or the trading organisations

included in your enforcement policy.

Article 332.

Information to unqualified investors on the policy of implementation

1-Regarding its policy of execution of orders, the intermediary

financial must present to customers, who are investors not

qualified, sufficient in advance in relation to the provision of the

service:

a) A description of the relative importance that the intermediary

financial ascribe, in accordance with the criteria specified in paragraph 1

of the previous article, to the factors cited in Article 330 (2) or

to the process on the basis of which the financial intermediary determines

the relative importance of such factors;

b) A list of the spaces or of the trading organisations in which the

financial intermediary deposits greater confidence to respect the

132

your duty to take all reasonable steps to obtain, in a

regular basis, the best possible results regarding the

execution of the orders of the customers;

c) A well-visible warning that any specific instructions from

a customer can prevent the financial intermediary from taking the

measures adopted in the framework of its policy for the implementation of

orders, to obtain the best possible results regarding the

execution of these orders, with regard to the elements

covered by these instructions.

2-To the provision of the information provided for in the preceding paragraph shall apply to

provisions of Article 312 (7)

Article 333.

Application to the management of portfolios and reception and transmission of orders

1-The financial intermediary who, in the provision of the management services of

portfolios or reception and transmission of orders, transmits to others

financial intermediaries orders that result from a decision of

negotiate in financial instruments on account of a customer or

orders from customers, respectively, must take the measures

necessary to obtain the best conditions of execution,

considering the factors and criteria referred to in Article 330 para.

2-The duty provided for in the preceding paragraph shall not apply when the

financial intermediary, in the transmission of the order, follow the instructions

specific given by the customer.

3-To ensure compliance with the duty provided for in paragraph 1, the intermediary

financial must:

a) Establish a policy that identifies, in relation to each type of

financial instruments, the financial intermediaries to whom the

orders are transmitted, which they must have a policy of

execution of orders;

b) Providing your customers with information on established policy

under the terms of the preceding paragraph;

c) Assess the effectiveness of the policy set out in the terms of the paragraph a) and,

133

in particular, the quality of the execution of orders carried out by the

financial intermediaries in that identified, altering that

policy if any deficiency has been verified that endanger the

compliance with the duty provided for in the preceding paragraph.

4-A assessment referred to in paragraph c) from the previous number is done regularly

and, at a minimum, on an annual basis and whenever any change occurs

which affects the ability of the financial intermediary to obtain the

better conditions in the execution of the orders of customers or given by

your account.

5-The financial intermediary shall adopt procedures that ensure

a quick and correct treatment and the immediate allocation of the orders of

customers in relation to the orders of other customers and the operations

carried out on its own by the financial intermediary.

Article 334.

Liability to the payers

1-Financial intermediaries respond to their payers:

a) By the delivery of the acquired financial instruments and the

payment of the price of the divested financial instruments;

b) For the authenticity, validity and regularity of the instruments

acquired financial;

c) For the non-existence of any vices or legal situations that

onset the acquired financial instruments.

2-It is void of any contractual clause contrary to the provisions of the number

previous, when the order should be executed in market

regulated or multilateral trading system.

Article 335.

Scope

1-By the contract of management of an individualized portfolio of instruments

financial, the financial intermediary obliges:

a) To carry out all acts aimed at the valorisation of the portfolio;

134

b) To exercise the rights inherent in the financial instruments that

integrate the wallet.

2-The provisions of this Title shall apply to the management of instruments

financial, yet the portfolio integrates goods from another nature.

Article 336.

Binding orders

1-Even if this is not foreseen in the contract, the customer can give orders

binding on the manager as to the operations to be carried out.

2-The provisions of the preceding paragraph shall not apply to contracts that guarantee

a minimum profitability of the portfolio.

Article 337.

[...]

1-[...].

2-[...]:

a) [...];

b) Preparation and submission of the application for prospectus approval or

of prior registration in the CMVM;

c) [...].

3-[...].

Article 343.

[...]

The contract shall determine the scheme relating to the exercise of rights

inherent in the financial instruments registered or deposited.

Article 347.

[...]

1-[...]:

135

a) Acquire for yourself any financial instruments when

there are customers who have requested them at the same price or at the price

higher;

b) Divest financial instruments of which it is holder rather than

financial instruments whose divestments have been ordered to

by your customers at the same or lower price .

2-[...].

Articles 348 para.

[...]

1-Market fomenting operations aim to create conditions for

regular marketing in a market of a given category

of securities or financial instruments, namely the

increment of liquidity.

2-[...].

3-[...].

4-[...].

Article 351.

[...]

1-Relatively to market-boosting operations, CMVM defines,

by means of regulation, the information that should be provided to you, well

like the one that is to be disclosed to the market by the entities

referred to in Article 348 (2).

2-[ Previous Article No 4 ].

Article 352.

[...]

1-[...]:

a) Establish policies regarding the market of instruments

financial and, in general, to the matters regulated in this Code and in

136

supplementary legislation;

b) [...];

c) Coordinate supervision and regulation relating to instruments

financial, when the competence belongs to more than one

public entity.

2-When in the financial instruments market check out

disturbance that puts at grave risk the national economy, may the

Government, by joint porter of the Prime Minister and the Minister of the

Finance, order the appropriate measures, namely suspension

temporary regulated markets or trading systems

multilateral, of certain categories of operations or of the activity of

managing entities of regulated markets, of systems of

multilateral trading, from managing entities of settlement systems,

of entities managing chambers of clearing or countering

central and of entities managing centralised systems of values

securities.

Article 353.

[...]

1-[...]:

a) The supervision of organised forms of negotiation of

financial instruments, of public offerings relating to values

securities, clearing and settlement of operations to those

relating, of the centralized securities systems and

of the entities referred to in Article 359;

b) The regulation of the financial instruments market, of offers

public relating to securities, of the activities carried out

by the entities subject to their supervision and other matters

provided for in this Code and in supplementary legislation;

c) The supervision and regulation of the conduct duties of the entities

that they are proposing to celebrate or mediate connected insurance contracts

to investment funds or to commercialize adhesion contracts

individual to open pension funds.

137

2-[...].

3-Regarding the contracts set out in paragraph c) of paragraph 1, the CMVM

must:

a) Adopt the necessary regulations on provision of

information, consulting, advertising, prospecting, marketing

and mediation, including on the processing and conservation of

records of these, heard the Insurance Institute of Portugal;

b) Establish with the Insurance Institute of Portugal rules

intended to articulate supervisory procedures and to ensure the

compatibilization of rules applicable to entities subject to

supervision of both authorities.

Article 355.

[...]

1-[...]:

a) [...];

b) Managing entities of regulated markets and systems of

multilateral trading

c) Managing entities of settlement systems, of the chamber of

compensation, central counterparty and centralized systems of

securities;

d) [...];

e) [...];

f) [...].

2-A CMVM may also exchange information, albeit subject to

secret, with the European Central Bank, with the authorities of

supervision of the member states of the European Union or with the entities

that there will exert functions equivalent to those referred to in the preceding paragraph.

3-A CMVM may yet exchange information with the authorities of

supervision of states that are not members of the European Community

and with the entities which carry out functions equivalent to those referred to in

n. 1, if, and to the extent that, it is necessary for the supervision of the

markets for financial instruments and for supervision, on the basis of

138

individual or consolidated, of financial intermediaries.

Article 356.

[...]

1-[...]:

a) [...];

b) For supervision, on an individual or consolidated basis, of the activity

of financial intermediaries and for supervision of the markets of

financial instruments;

c) [...];

d) [...];

e) [...];

f) In the context of the conflict mediation procedure provided for in the

articles 33 and 34.

2-[...].

3-The entities that pursuant to the preceding paragraph receive information

of the CMVM become subject to duty of secrecy with the content provided for in the

article 354 para.

4-[ Previous n. 3].

Article 358.

[...]

[...]:

a) [...];

b) Efficiency and regularity of operation of the markets of

financial instruments;

c) [...];

d) [...];

e) [...];

f) [...].

139

Article 359.

[...]

1-Within the scope of activities relating to financial instruments, they are

subject to the supervision of the CMVM, without prejudice to the competence conferred

to other authorities, the following entities:

a) Managing entities of regulated markets, of systems of

multilateral trading, of settlement systems, of the chamber of

compensation or central counterparty and centralized systems of

securities;

b) Financial intermediaries and consultants for investment;

c) [...];

d) [...];

e) [...];

f) [...];

g) Credit securitisation companies;

h) Companies of venture capital;

i) Entities that are biding to celebrate or mediate contracts of

insurance linked to investment funds or to commercialize

individual membership contracts to open pension funds, in the

scope of these activities;

j) [ Previous point (g) ].

2-The persons or entities that carry out activities of character

transnational become subject to the supervision of the CMVM whenever those

activities have some relevant connection with markets

regulated, multilateral trading systems, operations or

financial instruments subject to Portuguese law.

3-[...].

Article 360.

[...]

1-[...]:

a) Follow up the activity of the entities subject to their supervision and

140

the operation of the markets for financial instruments, of the

systems for settlement of financial instruments and systems

centralized of securities;

b) [...];

c) [...];

d) [...];

e) [...];

f) [...];

g) [...];

h) [...];

i) [...].

2-[...].

3-[...].

Article 361.

[...]

1-[...].

2-[...]:

a) [...];

b) [...];

c) [...];

d) Require the collaboration of other persons or entities, including

police officials, when this proves necessary or

convenient to the exercise of its functions, specifically in

case of resistance to such exercise or in the reason of specialty

technique of the subjects in question;

e) To replace the managing entities of regulated markets, of

multilateral trading systems, of settlement systems, of

clearing house, central counterparty and systems

centralized securities when these do not adopt the

measures necessary for regularization of anomalous situations that

Jeopardize the regular operation of the market, of the

activity exerted or the interests of the investors.

141

f) [...];

g) [...].

3-In the situations provided for in paragraph 1 and in points a ), b) and c) of paragraph 2, the

natural or legal persons concerned shall be subject to the duty of not

disclose to customers or to third parties the content or occurrence of the act practiced.

4-[...].

Article 363.

[...]

1-[...]:

a) The managing entities of regulated markets, of systems of

multilateral trading, of settlement systems, of the chamber of

compensation, central counterparty and centralized systems of

securities.

b) [...];

c) [...].

2-[...]:

a) [...];

b) [...];

c) Control of the suitability of holders of the managerial bodies, of the

people who actually drive the activity and the holders of

qualified stakes, according to the criteria defined in the

article 30 of the General Regime of Credit Institutions and the

Financial Societies, with due adaptations.

3-[...].

Article 364.

[...]

1-[...]:

a) [...];

b) Conducts inquiries for enquiries of offences of any

142

nature committed in the framework of the instrument market

financial or that affect their normal functioning;

c) [...].

2-[...].

Article 366.

Supervision relating to advertising and general contractual clauses

1-Compete to CMVM scrutinize the application of advertising legislation

and general contractual clauses in respect of the matters regulated in this

code, instructing the counterordinance processes and applying the

respective sanctions.

2-[...].

3-[...].

4-[...].

Article 369.

[...]

1-[...].

2-[...].

3-[...].

4-The regulations of the CMVM that include subjects relating to a

certain regulated market or financial instruments

in it traded are also disclosed in the newsletter of that market.

5-[...].

Article 372.

[...]

1-In the limits of the law and regulations, the managing entities of the

regulated markets, of multilateral trading systems, of the

settlement systems, central counterparty or clearing and the

centralized securities systems can regulate

143

autonomously the activities per se managed.

2-The rules set out in the terms of the preceding paragraph that are not

subject to registration, as well as those that appear in codes

deontology approved by managing entities and by associations

professionals of financial intermediaries, must be communicated to the

CMVM.

Article 376.

[...]

1-In the exercise of its tasks the CMVM cooperates with the institutions

counterparts or equips from other states.

2-[...]:

a) Collection of elements relating to infringements against the market of

financial instruments and of others whose research falls into the

scope of the tasks of the CMVM;

b) [...];

c) [...];

d) [...].

3-[...].

4-[...].

5-[...].

Article 377.

[...]

1-Without prejudice to the application of the provisions of the previous article, the CMVM

cooperates still with the congenic institutions of the member states of the

European Union and provide them with assistance for the effect of the exercise of

respective supervisory and research functions.

2-[...].

3-[...].

4-[...].

5-A request from the congenere institution provided for in paragraph 1 and in the framework of

144

functions provided therein, the CMVM promotes on the national territory and under the

your direction the enquiries and representations necessary to establish facts

which constitute an illicit in that member state, and may authorize

representatives of the applicant institution, auditors or other experts to

follow up or carry out the representations.

6-[...].

7-[...].

8-[...].

9-[...].

10-[...].

Article 377-The

[...]

1-When the CMVM veris that the duties concerning the communication and the

disclosure of qualifying holdings, the drafting of a prospectus

of public offer or admission, to the disclosure of periodical information

and to the performance of a regulated market or a system of

multilateral negotiation have been violated gives knowledge of the aforementioned

facts to the authority of the Member State of origin of the issuer or, in the

case of infringement committed by regulated market or system of

multilateral negotiation, to the authority of the State accorded to it

authorization.

2-If the competent authority does not take the requested arrangements or

these are unsuitable and the holder of qualified participation, the

issuer, the financial intermediary responsible for the public offering, the

regulated market or the multilateral trading system persists

in the infringement of the applicable standards, the CMVM, after informing that fact

the competent authority, makes the arrangements that it understands convenient

in the aim of protecting investors and the proper functioning of the

markets.

3-For the purposes of the provisions of the preceding paragraph, the CMVM may prevent that

the regulated market or the trading system in question

continue to make available, in the Portuguese territory, mechanisms of

145

access and negotiation by members established in Portugal.

4-The arrangements made by the CMVM under paragraph 2 are

communicated to the European Commission with the brevity possible.

Article 388.

[...]

1-[...].

2-[...].

a) Financial instruments, public offers relating to values

securities, organized forms of instrument trading

financial, settlement and clearing systems, counterparty

central, financial intermediation, securitisation companies of

credits, venture capital companies, venture capital funds

or legally entitled entities to administer capital funds

of risk, insurance contracts linked to investment funds,

individual membership contracts to open pension funds and

information and publicity regime relating to any of these

subjects;

b) Managing entities of regulated markets, of systems of

multilateral trading, of settlement systems, of the chamber of

compensation, of central counterparty, of centralized systems of

securities or holding companies of social shareholdings

in these entities.

3-[...].

4-[...].

5-[...].

Article 389.

[...]

1-Constitui counterordinate very serious:

a) The communication or dissemination, by any person or entity, and

through any means, of information that is not complete,

146

true, current, clear, objective and licite;

b) The lack of sending information to the system provided for in the article

367.

2-Includes in the letter a) of the previous number the provision of information to the

its customers by any entity that carries out activities of

intermediation.

3-[...]:

a) [...];

b) Sending the supervisory entities and the managing entities of

regulated markets, of multilateral trading systems,

of settlement systems, of clearing house, of

central counterparty and centralized systems of values

information securities that is not complete, true,

current, clear objective and licite;

c) [...];

d) Publication or dissemination of information not accompanied by

report or opinion drawn up by auditor registered at the CMVM or

the omission of a statement that the information was not subject to

audit, when the law requires it;

e) [...].

4-[...].

5-[...].

Article 390.

[...]

1-Constitui counterordinate very serious omission of communication or

disclosure of qualified participation in open society.

2-[...]:

a) [ Repealed ];

b) [...];

c) [...].

3-[...]:

a) [...];

147

b) [...];

c) [...];

d) Not making available to the right holders of form voting rights

proxy for the exercise of that right;

e) Mention, in convening of general assembly, of the availability of

proxy form or the indication of how to request it;

f) [ Previous point (d) ];

g) [ Previous point (e) ];

h) [ Previous point f) ];

i) [ Previous point (g) ].

Article 392.

[...]

1-[...].

2-[...].

3-[ Revoked ].

4-[...].

5-Constituting less serious counterordinance the facts referred to in us

previous number when relative to securities issued by

closed companies or not admitted to trading on market

regulated.

Article 394.

Organized forms of negotiation

1-[...]:

a) The creation, maintenance in operation or the management of a

organised form of negotiation, suspension or closure

of their activity outside the cases and terms provided for in law or

regulation;

b) The operation of regulated market or system

multilateral trading in accordance with rules not registered in the

CMVM or not published;

148

c) The lack of provision to the public, by the managing entities of

regulated markets and multilateral trading systems,

of the information to which they are obliged;

d) The admission of members of a regulated market or of a

multilateral trading system by the respective entity

gestures, without the requirements required by law or regulation;

e) [...];

f) The admission of financial instruments to market trading

regulated with violation of legal and regulatory rules;

g) [...];

h) The lack of disclosure of the information required by issuers of

securities traded on regulated market;

i) [...].

2-[...]:

a) [...];

b) [...];

c) From provision to the managing entity of the regulated market or the

multilateral trading system, by the members of this, of the

information necessary for the good management of the market or system;

d) [...];

e) From sending to CMVM, by issuers of securities

admitted to trading on regulated market or by whom

have applied for admission to trading on market

regulated securities without the consent of the

issuer, of the information required by law;

f) From disclosure of the information consolidation document

annual;

g) [...];

h) From keeping information available to the public for time

determined, when required by law.

3-[...]:

a) From representative to relations with the market and CMVM,

by entity with values admitted to trading on market

regulated;

149

b) [...].

Article 395.

[...]

1-[...]:

a) In a given regulated market or trading system

multilateral, on financial instruments, not admitted to the

trading in that market or not selected for trading

in that system or suspended or excluded from the negotiation;

b) [...];

c) [...].

2-[...]:

a) [...];

b) The trading on regulated market of operations without the

registration or the approval of the respective general clauses, when

demanded;

c) The carrying out of operations by holders of administration bodies,

direction and supervision of financial intermediaries or

managing entities of regulated markets, of systems of

multilateral trading, of settlement systems, of the chamber of

compensation, central counterparty and centralized systems of

securities, as well as by the respective employees, if

such operations are vgranted to them;

d) The violation of the duty of communication to the CMVM of operations on

financial instruments admitted to trading on market

regulated.

Article 396.

Central counterparty and settlement systems

1-Constitui counterordinate very serious:

a) The exercise of the functions of clearing house, counterparty

central and settlement system out of the cases and terms foreseen

150

in law or regulation, in particular the exercise by entity not

authorized for the purpose;

b) The operation of clearing house, of counterparty

central or settlement system according to rules no

registered in the CMVM or not published;

c) The carrying out of operations on the financial instruments

referred to in points d) and e) of Article 2 (1) without the

central counterparty interposition;

d) The lack of timely provision of financial instruments

or of money for settlement of operations;

e) The violation of the duty to adopt the necessary measures to the defence of

market, the minimization of risks and the protection of the system of

compensation

2-Constitui counter-ordinance grave the violation by the entity that takes over the

compensation chamber functions and central counterparty of the following

duties:

a) From identifying and minimizing sources of operational risk;

b) From scrutinizing the access requirements of compensating members;

c) From adopting a structure of accounts that ensures segregation

heritage among the own values of the compensating members

and those belonging to the customers of the latter.

Article 397.

[...]

1-[...].

2-[...]:

a) [...];

b) [...];

c) [...];

d) [...];

e) [...];

f) [...];

g) [...];

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h) [...];

i) From releasing orders that are not immediately enforceable;

j) From respecting the rules on the aggregation of orders and the allocation

of operations;

l) From not executing orders, without the consent of the customer, out of

regulated market or multilateral trading system;

m) To establish a policy of execution of orders or to evaluate it

with the frequency required by law;

n) From respecting the requirement in a written form to the contracts of

financial intermediation;

o) To abide by the rules on the assessment of the appropriate character

of the operation in function of the customer profile.

3-[ Revoked ].

4-[...]:

a) [...];

b) [ Revoked];

c) [...];

d) [...];

e) [ Revoked ];

f) From respecting the rules on subcontracting;

g) From maintaining the customer's record;

h) From respecting the rules on investor categorization. "

Article 8.

Addition to the Securities Code

They are deferred to the Securities Code the articles 16-A, 16.-B, 21.-A, 244.

A, 246.-A, 250.-A, 250.-B, 294.-A, 294 .º-B. 294.-C, 294.-D, 304.-A, 304.-B,

304.-C, 305.-A, 305.-B, 305.-C, 305.-D, 306.--E, 306.-A, 306.-B, 306.-C, 306.

D, 306.-And, 307.-A, 307.-B, 308.-B, 308.-B, 308.-C, 309.-D, 309.

309.-C, 309.-D, 309.-And, 309.-F, 312.-A, 312.-B, 312.-C, 312.-D, 312.-And, 312.-F,

312.-G, 314.-A, 314.-B, 314.-C, 317.-D, 317.-B, 317.-B, 317.-D, 321.

A, 323.-A, 323.-B, 327.-C, 327.-A, 328.-A and 328.-B, with the following wording:

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" Article 16.

Settlement and market creation

1-Except for the duty of communication to the CMVM, the provisions of paragraphs 1 and

2 of the previous article does not apply with respect to shares

traded exclusively for the purpose of operations of

compensation and settlement within the short and usual cycle of

liquidation.

2-For the purposes of the previous number, the short and usual cycle of trading is

of three days of trading counted from the transaction.

3-Except for the duty of communication to the CMVM, the provisions of paragraphs 1 and

2 of the previous article does not apply to intermediary shareholdings

financial acting as a market creator that achievs, surpass

or become less than 5% of the voting rights corresponding to the

social capital, provided that the latter does not intervene in the management of the issuer in

cause, neither influences it to acquire those shares or to support its price.

4-For the purposes of the preceding paragraph, the financial intermediary shall:

a) Communicating to the CMVM, within the time limit laid down in Article 16 (1), that

acts or intends to act as a market creator relatively

to the issuer concerned;

b) Informing the CMVM of the cessation of acting as creator of

market, as soon as making such a decision;

c) Identify, at the request of the CMVM, the shares held in the framework of

market creation activity, and may do so by any

a verifiable medium except if it is unable to identify those

financial instruments, in which case it keeps them into account

separate;

d) Present to the CMVM, at the request of this, the contract of creation of

market when exigible.

Article 16-B

Qualified participation not transparent

1-In the absence of the communication provided for in Article 16, if this does not respect

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the provisions of the preceding paragraph or if, in any case, they exist

cast doubt on the identity of the people to whom they may be

imputed the voting rights relating to a participation

qualified, in accordance with Article 20 (1), or on compliance

cabal of the communication duties, the CMVM notifies this fact the

interested, the organs of administration and surveillance and the President of

table of the general meeting of the open society concerned.

2-Up to 30 days after the notification, may the interested persons present proof

intended to clarify the aspects raised in the notification of the CMVM,

or take action with a view to ensuring the transparency of the title

of the qualifying holdings.

3-Whether the elements are fertilised or the measures taken by the interested non

put an end to the situation, the CMVM informs the market of the lack of

transparency as to the entitlement of qualified stakes in

cause.

4-A from the communication to the market made by the CMVM pursuant to the

previous number, gets immediate and automatically suspended the exercise

of the right to vote and the rights of a patrimonial nature, with the exception

of the right of preference in subscribing to capital increases, inherent

to the qualified participation in question, until the CMVM informs the

market and the entities referred to in paragraph 1 that the title of the

qualified participation is considered transparent.

5-The patrimonial rights referred to in the preceding paragraph that fall to the

affected participation are deposited in special account open with

credit institution enabled to receive deposits in Portugal, being

prohibited its handling of debit while it lastfor the suspension.

6-Before taking the measures set out in paragraphs 1, 3 and 4, the CMVM will give

knowledge of the same to the Bank of Portugal and the Institute of

Insurance from Portugal whenever they are involved entities

subject to the respective supervision.

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Article 21-The

Equivalence

1-issuers with registered office outside the European Union are

dispensed with the performance of the duty to provide information

predicted:

a) In Articles 16 and 17, if, under the applicable law, the

information on qualifying holdings is disclosed at the deadline

maximum seven days of trading;

b) In Article 20 (3) and Article 20 (1)-A, if applicable law

oblige the investment fund managing entities or the

financial intermediaries authorized to provide the management service

of portfolios to keep, in all circumstances, independence

in the exercise of the right to vote in the face of the dominant society and the non

take into account the interests of the dominant society or any

another entity by this controlled whenever conflicts arise from

interests.

2-For the purposes of the b) of the previous number the dominant society

must:

a) Comply with the information duties set out in paragraphs 2 and 5 of the

article 20-The;

b) Declare, in relation to each of the entities referred to in (

b) of the preceding paragraph, which meets the requirements required in paragraph 1

of Article 20;

c) Demonstrate, at the request of the CMVM, that fulfils the requirements

set out in paragraph c) of Article 20 (2)-A and in paragraph 3 of that

article.

Article 244-The

Choice of competent authority

1-For the effects referred to in points c) and d) of paragraph 1 of the previous article, the

competency of CMVM results, respectively:

a) From admission to exclusive trading on regulated market

155

situated or operating in Portugal or from the fact that in this one has been

submitted the first application for admission to the European Union;

b) From the choice of Portugal as a competent State from among that

in which the issuer has its registered office and those in whose

territories to be located or to operate regulated markets in

who are admitted to trading the securities in

cause.

2-A choice provided for in the b) of the previous number is made by the issuer

and is valid, at least, for three years.

3-A The choice made by force of the previous number is to be disclosed in the

terms set out in Article 244 (3).

Article 246-The

Quarterly information and interim information of the administration

1-Are required to provide quarterly information to issuers, subject

the Portuguese personal law, of shares admitted to trading on market

regulated that, for two consecutive years, surpass two of the

following limits:

a) Total balance sheet: 100,000,000 euros;

b) Total net sales and other income: 150,000,000 EUR;

c) Number of workers employed on average during the

exercise: 150.

2-The issuers of shares referred to in Article 244 (1) that are not

required to provide the information provided for in the preceding paragraph discloses,

during the first and the second half of the financial year, a

statement of the body of administration concerning the period

between the beginning of the semester and the date of the declaration containing the following

elements:

a) An explanatory description of the relevant occurrences and the

transactions made during the relevant period and its incidence

on the financial position of the issuer and companies per se

dominated; and

b) A general description of the financial position and performance of the

156

issuer and of the companies by themselves dominated during the period

relevant.

3-A The declaration referred to in the preceding paragraph is made between the first ten

weeks and the last six weeks of the semester to which you respect.

4-A The disclosure of quarterly information replaces the duty of disclosure of

interim information of the administration.

Article 250-The

Scope

1-The provisions of Articles 245, 246 and 246-The shall not apply to:

a) States, regional authorities, local authorities, bodies

international public that it is part of at least one state-

member, European Central Bank, national central banks of the

Member States;

b) Issuers that only emit representational securities

of debt admitted to trading for trading in a market

regulated, whose unitary nominal value is at least from

EUR 50,000 or equivalent value on the date of issue.

2-The provisions of the b) and d) of Article 249 (2) and (4) no se

applies to the state and its regional and local authority.

3-A This subsection is not applicable to securities

representative of debt issued by maturity of less than one year.

Article 250-B

Equivalence

1-Without prejudice to the duty of dispatch to the CMVM and the provisions of paragraphs 3 and 4 of the

article 244, issuers with registered office outside the European Union

are exempted from compliance with the duties of providing

information provided for:

a) With respect to the point a) of Article 245 (1), relatively

to the management report, if the applicable law obligates the issuer to include

in the annual management report, at a minimum, an appropriate analysis of the

157

developments in business, performance and the situation of the issuer,

a description of the main risks and uncertainties with which to

defaced for the report to present a balanced view and

complete the development and performance of the business of the

issuer and its position, consistent with the size and

complexity of the activity exerted, an indication of the

important events occurring after the closure of the

exercise and indications on the likely future evolution of the

issuer;

b) With respect to the point c ) of Article 245 (1) and (1) c) of the n.

1 of Article 246, if the applicable law obligates the issuer to have

one or more persons responsible for financial information and in

particular, by the compliance of the financial statements with the

set of the applicable accounting standards and the suitability of the

management report;

c) In respect of Article 245 (3), if the applicable law, although

not obliging the disclosure of information in the individual form,

compel the issuer to include in the consolidated accounts information

on the minimum social capital, capital requirements of its own and

liquidity needs and, additionally, for issuers of

shares, calculation of dividends and indication of the ability to

proceed to your payment;

d) In respect of Article 245 (4), if the applicable law, although

not obliking to the disclosure of information in the form

consolidated, obliges the issuer to draw up individual accounts of

agreement with International Accounting Standards

recognized pursuant to Article 3 of Regulation (EC) No

1606/2002 applicable in the European Union, or with the standards

national accounting for a third country considered

equivalent to those standards;

e) In respect of Article 246 (4), if the applicable law obligates the

issuer to disclose a set of financial statements

condensates that includes, at the very least, a management report

interim containing the analysis of the period in question, indications

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on the developments 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 continuous basis;

f) In respect of Article 246-A, if the applicable law obligates the

issuer to disclose quarterly financial reports;

g) With respect to the point a) of Article 249 (2), if the law

applicable obliging the issuer to provide, at a minimum, information

on the place, timetable and order of proceedings of the assembly;

h) With respect to the point f) of Article 249 (2), if the applicable law

obliging the authorised issuer to hold up to 5%, at the most, of

own actions to inform the public whenever it is reached or

topped that threshold and, for issuers allowed to hold between 5%

and 10%, at most, of own shares, to inform the public

where these thresholds are achieved or overcome;

i) In Article 249 (3), if the applicable law obligates the issuer to

to disclose the total number of voting rights and capital within the period of

thirty days after the occurrence of an increase or decrease of these.

2-For the purposes of the a) of the preceding paragraph the analysis referred to therein includes,

to the extent necessary to ensure the understanding of the evolution, of the

performance or position of the issuer, indicators of the performance

financial and, if necessary, not financial, pertinent to the

developed activity.

3-For the purposes of the c) of paragraph 1, the issuer shall submit to the CMVM, the

application, additional audited information on individual accounts

pertinent to frame the information required therein, and may elaborate

such information in accordance with the accounting standards of a country

third.

4-For the purposes of the d) of paragraph 1, individual accounts shall be

object of audit and if they are not drawn up in accordance with the standards

there they are referred to, are presented in the form of financial information

rephrased.

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Article 294-The

Activity of the linked agent and respective limits

1-The financial intermediary can be represented by linked agent

in the provision of the following services:

a) Prospecting of investors, exercised on a professional basis, without

prior solicitation of these, outside the establishment of the intermediary

financial, with the purpose of capturing customers for any

financial intermediation activities; and

b) Receipt of orders, placement, provision of advice on

financial instruments and on the services provided by the

financial intermediary.

2-A activity is carried out outside the establishment, namely,

when:

a) There is communication in the distance, made directly for the

residence or place of work of any persons,

specifically by correspondence, telephone, e-mail

or fax;

b) There is direct contact between the linked agent and the investor in

any locations, outside the premises of the financial intermediary.

3-In the exercise of its activity is vetted to the linked agent:

a) Acting on behalf of and on account of more than an intermediary

financial, except when among these there is domain relationship

or group;

b) Delegating to other persons the powers conferred upon it by the

financial intermediary;

c) Without prejudice to the provisions of the paragraph b) of paragraph 1, celebrate any

contracts on behalf of the financial intermediary;

d) Receive or deliver money;

e) Act or make investment decisions on behalf or on account

of investors;

f) Receive from investors any kind of remuneration.

4-In its relationship with investors, the linked agent shall:

a) Carry out its identification before those, as well as that of the

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financial intermediary in the name and on account of who exercises the

activity;

b) Deliver written document containing full information,

specifically on the limits to which it is subject in the exercise of

your activity.

Article 294-B

Exercise of activity

1-The exercise of the activity of the linked agent depends on contract

written, concluded between the one and the financial intermediary, which

expressly establish the functions assigned to it,

in particular those provided for in paragraph b) of paragraph 1 of the previous article.

2-Without prejudice to the provisions of the article 294-D, the activity of the agent

linked is exercised:

a) By natural persons, established in Portugal, not integrated

in the organisational structure of the financial intermediary;

b) By commercial companies, with registered office in Portugal, which

do not find themselves in domain or group relation with the

financial intermediary.

3-Linked agent must be elderly and possess training and experience

appropriate professional.

4-The financial intermediary is responsible for the verification of the requirements

predicted in the previous number.

5-In the case provided for in paragraph b) of paragraph 2:

a) The idoneity is affered to the society, the holders of the

body of administration and to the natural persons who exercise the

linked agent activity;

b) The suitability of training and professional experience is awound

relatively to natural persons who carry out the activity of

linked agent.

6-The exercise of the linked agent activity can only start after

communication from the intermediary to the CMVM, for public disclosure, of the

identity of that.

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Article 294-C

Liability and duties of the financial intermediary

1-The financial intermediary:

a) Responds by any acts or omissions of the linked agent in the

exercise of the functions entrusted to it;

b) Must control and scrutinise the activity developed by the agent

linked, finding this subject to internal procedures

of that;

c) Must adopt the necessary measures to prevent the exercise

by the linked agent of activity distinct from that provided for in paragraph 1 of the

article 294-A can have in this any negative impact.

2-Should the financial intermediary allow the linked agents to

receipt of orders, must communicate in advance to the CMVM:

a) The procedures adopted to ensure the observance of the

standards applicable to such service;

b) The written information to be provided to investors about the conditions

of receipt of orders by the linked agents.

Article 294-D

Linked agents not established in Portugal

The provisions of Articles 294 to 294.-C shall apply to persons

established in a member state of the European Union that does not allow the

appointment of linked agents and who wish to exercise, in that State

member, the activity of linked agent in the name and on account of

financial intermediary with registered office in Portugal.

Article 304-The

Civil liability

1-Financial intermediaries are required to indemnify the damage

caused to any person as a result of the violation of duties

162

relating to the organisation and the exercise of its business, which

are imposed by law or by regulation emanating from authority

public.

2-A The fault of the financial intermediary presumes when the damage is

caused in the context of contractual or pre-contractual relationships and, in

any case, when it is originated by the violation of duties of

information.

Article 304-B

Deontological codes

The codes of conduct that come to be approved by the associations

professionals of financial intermediaries must be communicated to the

CMVM.

Article 304-C

Duty of communication by the auditors

1-The auditors who provide service to financial intermediary or to

company that with it is in relation to domain or group or that

in it detains, directly or indirectly, at least 20% of the rights to

vote or the social capital, shall immediately communicate to the CMVM the

facts relating to that financial intermediary or to that company of

who have knowledge in the exercise of their duties, when such

facts are likely to:

a) Constitute crime or illicit of mere social ordinance provided for in

legal or regulatory standard setting out the conditions of

authorization or which regulates, in a specific manner, activities of

financial intermediation; or

b) Affect the continuity of the exercise of the activity of the intermediary

financial; or

c) Justify the refusal of the certification of the accounts or the issuance of

reservations.

2-The duty of communication imposed by this article prevails on

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any restrictions on the disclosure of information, legal or

contractually foreseen, and your fulfillment of good faith does not involve

any liability for the respective subjects.

3-If the facts referred to in paragraph 1 constitute insider information in the

terms of Article 248, the CMVM and the Bank of Portugal shall

coordinate the respective actions, with a view to an appropriate

conjugation of the supervisory objectives pursued by each

of these authorities.

4-The auditors referred to in paragraph 1 shall submit, annually, to the CMVM

a report that attests to the proper character of the procedures and

measures, adopted by the financial intermediary, by force of the

provisions of subsection III of this section.

Article 305-The

System for monitoring compliance [ compliance )

1-The financial intermediary shall adopt policies and procedures

appropriate to detect any risk of non-compliance with the duties to which

meets subject, applying measures to minimise them or correct,

avoiding future occurrences, and to allow the competent authorities

exercise their duties.

2-The financial intermediary must establish and maintain a system of

control of independent compliance that covers, at least:

a) The monitoring and regular assessment of suitability and

effectiveness of measures and procedures adopted to detect

any risk of non-compliance with the duties to which the intermediary

financial is subject, as well as of the measures taken

to correct any deficiencies in the performance of these;

b) The provision of advice to the persons referred to in paragraph 5 of the

article 304 responsible for the exercise of activities of

financial intermediation, for the purposes of fulfilling the duties

provided for in this Code;

c) The identification of operations on financial instruments

suspicions of money laundering, financing of

164

terrorism and those analyzed in accordance with Article 311 (3);

d) The immediate provision to the body of information administration

about any indications of violation of duties enshrined in

standard referred to in Article 388 (2) that may cause to incur the

financial intermediary or the persons referred to in paragraph 5 of the article

304. in an illicit of a serious counterordinational nature or much

serious;

e) The maintenance of a record of the defaulters and the measures

proposals and adopted in the terms of the preceding paragraph;

f) The elaboration and presentation to the body of administration and the body

of surveillance of a report, of periodicity at least annual,

on the monitoring system of compliance, identifying the

verified defaults and the measures adopted to correct

possible deficiencies.

3-To ensure the adequacy and independence of the control system of the

compliance, the financial intermediary shall:

a) Appoint a person responsible for the same and for any provision of

information regarding that and confers on the necessary powers to the

performance of its functions in an independent manner,

specifically as to the access to relevant information;

b) Endothole it with appropriate means and technical capacity;

c) To ensure that the collaborators involved in the control system

of compliance are not involved in the provision of services

or exercise of activities by you controlled;

d) To ensure that the method of determination of remuneration for

collaborators involved in the system of monitoring compliance

are not likely to compromise your objectivity.

4-The duties provided for in points c) and d) of the previous number are not

required if the financial intermediary demonstrates that his or her

compliance is not necessary to ensure suitability and

independence of this system, taking into account the nature, size and the

complexity of the activities of the financial intermediary, as well as the

type of financial intermediation activities presaged.

165

Article 305-B

Management of risks

1-The financial intermediary shall adopt policies and procedures for

identify and manage the risks related to their activities,

procedures and systems, considering the level of tolerated risk.

2-The financial intermediary must keep up with suitability and effectiveness

of the policies and procedures adopted in the terms of the preceding paragraph,

the performance of these by the persons referred to in paragraph 5 of the article

304. and the appropriateness and effectiveness of the measures taken to correct

possible deficiencies in those.

3-The financial intermediary shall establish a management service of

independent risk and responsible for:

a) To ensure the implementation of the policy and procedures referred to in

n. 1; and

b) Providing advice to the body of administration and elaborating and

present to the latter and the supervisory body a report, of

periodicity at least annual, relative to risk management,

indicating whether appropriate measures have been taken to correct

possible deficiencies.

4-The duty provided for in the preceding paragraph shall apply in appropriate terms and

proportional, taking into account the nature, the size and the complexity

of the activities, as well as the type of intermediation activities

financial premised.

5-The financial intermediary who, depending on the criteria set out in the

previous number, do not adopt a risk management service

independent should ensure that policies and procedures

adopted meet the requirements set out in paragraphs 1 and 2.

Article 305.-C

Internal audit

1-The financial intermediary must establish an audit service

internal, which acts with independence, responsible for:

166

a) Adopt and maintain an audit plan to examine and evaluate the

suitability and effectiveness of systems, procedures and standards that

support the internal control system of the intermediary

financial;

b) Issue recommendations based on the results of the assessments

performed and verify their observance; and

c) Elaborate and present to the body of directors and the organ of

supervision a report, of periodicity at least annual, on

audit questions, indicating and identifying the recommendations

that have been followed.

2-The duty provided for in the preceding paragraph shall apply where appropriate and

proportional, taking into account the nature, the size and the complexity

of the activities, as well as the type of intermediation activities

financial premised.

Article 305-D

Responsibilities of the holders of the board of directors

1-Without prejudice to the functions of the supervisory body, the holders of the organ

of administration of the financial intermediary are responsible for

ensure compliance with the duties provided for in this Code.

2-The holders of the board of directors shall periodically assess the

effectiveness of internal policies, procedures and standards adopted for

fulfillment of the duties referred to in Articles 305-to 305-C and

take appropriate measures to correct any deficiencies

detected and prevent its future occurrence.

Article 305-And

Complaints from investors

1-The financial intermediary shall maintain an effective procedure and

transparent for the proper and speedy handling of complaints

received from unqualified investors, which provides for at least:

a) The reception, forwarding and handling of the complaint by

167

collaborator other than the one who practised the act of which he complains;

b) Concrete procedures to be adopted for the assessment of

complaints;

c) Maximum response time.

2-The financial intermediary shall maintain, for a term of 5 years,

records of all claims that include:

a) The complaint and the respective date of entry;

b) The identification of the financial intermediation activity in question

and the date of the occurrence of the facts;

c) The identification of the collaborator who practiced the claimed act;

d) The assessment made by the financial intermediary, the measures

taken to resolve the issue and the date of its communication to the

claimant.

Article 306-The

Recording of movements

1-The financial intermediary shall register daily and sequentially, in

computer support, in your accounting, all movements a

debit and the credit of financial and money instruments, relating to

each customer.

2-The registration of each account movement contains:

a) The name of the customer;

b) The date;

c) The nature of the movement, the debit or the credit;

d) The description of the movement;

e) The remaining balance, relatively the money.

3-Without prejudice to the casuistic control carried out by the intermediary

financial, the computer systems for recording the operations of

financial intermediation must have automatic connection to the system

of accounting.

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Article 306-B

Registration and deposit of financial instruments of customers

1-The financial intermediary who intends to register or deposit

financial instruments of customers, in one or more open accounts together

of a third party shall:

a) Observing care duties and employing high standards of

professional due diligence in selection, appointment and evaluation

periodical of the third party, considering its technical capacity and the

its reputation in the market; and

b) Inform yourself about the legal or regulatory requirements and the

market practices, relating to detention, registration and deposit

of financial instruments by these third parties, susceptible to

negatively affect the rights of customers.

2-The financial intermediary may not register or deposit instruments

financial together with an entity established in a state that does not

regulates the registration and deposit of financial instruments, unless:

a) The nature of financial instruments or of the services of

investment associated with these financial instruments o require it;

or

b) The financial instruments should be registered or deposited

on behalf of a qualified investor who has required it by

written.

Article 306-C

Use of financial instruments of customers

1-Case intends to dispose of financial instruments registered or

deposited on behalf of a client, the financial intermediary shall

request prior and written permission from that, proven, in the case

of unqualified investor, by its signature or by a mechanism

equivalent alternative.

2-If financial instruments are found to be registered or deposited

on a global account, the financial intermediary who intends to have the

169

same must:

a) Request prior and express permission from all customers in whose

name the financial instruments are registered or

deposited jointly in the global account; or

b) Having systems and controls that ensure that they are only

used the financial instruments registered or deposited

on behalf of clients who have previously given their

express permission, pursuant to paragraph 1.

3-The records of the financial intermediary shall include information on

the customer who authorized the use of the financial instruments , the

conditions of such use and the amount of financial instruments

used that are found to be registered or deposited on behalf of each

customer, so as to allow the allocation of possible losses.

Article 306-D

Deposit of money from customers

1-The money delivered by customers to investment firms is

deposited immediately in one or more open accounts together with:

a) A central bank;

b) An authorized credit institution in the European Union to receive

deposits;

c) An authorised bank in a third country; or

d) A fund of the eligible money market, if previously

consented by the customer.

2-The accounts mentioned in the previous number are opened in the name of the

investment company on account of its customers, and may respect the

a single customer or a plurality of these.

3-Whenever it does not deposit the money of customers together from a bank

central, the investment company shall:

a) Act with special care and diligence in the selection, in the appointment

and on the periodic evaluation of the depositary entity, considering the

its technical capacity and reputation in the market; and

b) Inform yourself about the legal or regulatory requirements and the

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market practices relating to the detention of money from customers by

those entities likely to negatively affect the rights

of those.

4-Investment companies must establish written procedures

applicable to the receipt of money from customers, in which they define themselves,

specifically:

a) The means of payment accepted for provisioning of the accounts;

b) The department or the collaborators authorized to receive

money;

c) The type of demonstrator that is delivered to the customer;

d) Rules regarding the place where the same is kept until it is

deposited and the file of documents;

e) The daily periodicity with which the deposit is to be carried out in the

accounts referred to in paragraph 1;

f) The procedures for prevention of money laundering and

financing of terrorism.

5-For the purposes of the d) of paragraph 1, is understood by " fund of the market

eligible monetary ", a collective investment body

harmonized or that is subject to supervision and, if applicable, be

authorized by an authority of a Member State of the Union

European, provided that:

a) Its main purpose of investment is maintenance

constant of the net value of the assets of the body of

collective investment on par or the value of the initial capital of the

investors added to the gains;

b) With a view to the achievement of the main investment objective,

uniquely invist in cash or on instruments of the

high quality money market, with a maturity or

a residual maturity not exceeding one year or with

adjustments of the profitability carried out regularly and, by the

less, annually;

c) Provide liquidity through settlement in the day itself or on the day

next.

6-An instrument of the money market is of high quality if it has

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been the subject of a rating of risk by a rating agency

competent and receive the highest available risk rating by

part of all the competent rating agencies that have been subjective

that instrument the notation.

7-For the purposes of the preceding paragraph, a rating agency shall be competent,

if:

a) Issue risk ratings relating to money market funds

on a regular and professional basis;

b) For an eligible rating agency within the meaning of paragraph 1 of the article

81. of Directive 2006 /48/CE of the European Parliament and of the

Council, of June 14, 2006, on access to business

of credit institutions and their exercise [recast).

Article 306-And

Movement of accounts

1-The financial intermediary shall make available to customers the money

due to any operations relating to financial instruments,

including the perception of interest, dividends and other income:

a) On the day on which the amounts concerned are available

in the account of the financial intermediary;

b) Until the following business day, if the rules of the settlement system of the

operations are inconsistent with the provisions of the preceding paragraph;

or

c) On the date set by convention written with the customer, as long as not

proves to be less favorable to the interests of this.

2-Investment firms can move debit the accounts

referred to in Article 306 (1)-D for:

a) Payment of the subscription price or purchase of instruments

financial for customers;

b) Payment of commissions or fees due by customers; or

c) Transfer to other open accounts on behalf of customers or

transfers determined by customers to accounts by these

indicated.

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Article 307-The

Registration of the customer

The financial intermediary shall maintain a register of the customer, containing,

inter alia, updated information on rights and obligations

of both parties in financial intermediation contracts, which rests on

in the respective supporting documents.

Article 307-B

[...]

1-Without prejudice to more stringent legal or regulatory requirements, the

financial intermediaries retain on file the documents and

records relating to:

a) Operations on financial instruments, by the deadline of five

years after the realization of the operation;

b) Service contracts concluded with the customers or the

documents from which the conditions are listed on the basis of which the

financial intermediary provides services to the customer, until they have

elapsed five years after the end of the clientele relationship.

2-A the request of the competent authorities or their customers, the

financial intermediaries must issue certificates of the records

relating to the operations in which they intervened.

3-Records must be kept in a support that allows the

storage of information in an accessible form for future reference

by the CMVM and so that:

a) Be it possible to reconstitute each of the essential phases of the

treatment of all operations;

b) Any corrections or other changes, as well as the content

of the records before those corrections or changes, may be

easily verified; and

c) It is not possible to manipulate or change, by any way, the

records.

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Article 308.

Principles applicable to subcontracting

1-A subcontracting obeys the following principles:

a) It shall not result in the delegation of the responsibilities of the organ of

administration;

b) Maintenance, by the subcontractor financial intermediary, of the

control of subcontracted activities and functions and the

liability to its customers, particularly of the

information duties;

c) Non-emptying of the activity of the financial intermediary

subcontractor;

d) Maintenance of the relationship and duties of the financial intermediary

subcontractor with respect to its customers, particularly of the

information duties;

e) Maintenance of the requirements for which they depend on the authorisation and the

registration of the subcontractor financial intermediary.

2-The provisions of the d) of the previous number implies that the intermediary

subcontractor financial:

a) Define the management policy and take the main decisions, if the

services, activities or subcontracted functions imply

powers of management of any nature;

b) Keep the exclusive of relations with the customer, there included the

payments that should be made by or to the customer.

Article 308-B

Requirements of subcontracting

1-The subcontractor financial intermediary shall observe duties of

care and employ high standards of professional due diligence in the

conclusion, in the management or cessation of any contract of

subcontracting.

2-The subcontractor financial intermediary shall ensure that the entity

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subcontractor:

a) Has the qualifications, capacity and authorization, if required

by law, to carry out in a reliable and professional manner the

subcontracted activities or functions;

b) Provides effectively the subcontracted activities or functions;

c) Controls the realization of the subcontracted activities or functions and

generate the risks associated with subcontracting;

d) It has all the information necessary to comply with the

subcontracting contract;

e) Informs the financial intermediary subcontractor of facts

likely to influence their ability to exercise, in

compliance with legislative and regulatory requirements

applicable, the subcontracted activities or functions;

f) Cooperates with the supervisory authorities regarding the

subcontracted activities or functions;

g) Allows the access of the subcontractor financial intermediary, of the

respective auditors and the authorities for information supervision

on subcontracted activities or functions, as well as the

your commercial premises;

h) Diligencia in the sense of protecting any information

confidential relating to the subcontractor financial intermediary

or to their customers.

3-In addition to the duties provided for in the preceding paragraph, the intermediary

subcontractor financial shall:

a) Have the technical capacity required to supervise the

subcontracted activities or functions and to manage the risks

associated with subcontracting;

b) Establish methods of evaluation of the level of performance of the

subcontracted entity;

c) Take appropriate measures, if it suspects that the entity

subcontractor may not be providing the activities or functions

subcontractors effectively and in fulfillment of the requirements

applicable legal and regulatory;

d) Be able to cease the contract of subcontracting, where necessary,

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without prejudice to the continuity and quality of the services provided

to customers;

e) Include in your annual reports the essential elements of the

subcontracted activities or functions and the terms in which

elapsed.

4-Where necessary, taking into account the activities or functions

subcontractors, the subcontractor financial intermediary and the entity

subcontractor should adopt a contigation plan and carry out rehearsals

periodicals of the security copy systems.

5-If the subcontractor financial intermediary and the subcontractor entity

integrate the same group of societies, the first can, for purposes

of the preceding paragraphs and Article 308-C, take into account the measure in

which controls the subcontractor entity or influences its actions and in

that 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 standards concerning the

prevention and management of conflicts of interest and segregation of

functions.

7-A subcontracting is formalized by written contract, of which the

rights and duties that arise for both parties of the willing

articles and in the previous numbers.

Article 308-C

Subcontracting of portfolios management services in entities located in countries

third parties

1-In addition to the fulfilment of the requirements set out in Articles 308 to and

308.-B , a financial intermediary may subcontract the service of

management of portfolios the entity located in a country not belonging to the

European Union, provided that:

a) In your country of origin, the subcontractor entity is authorized to

provide such service and be subject to prudential supervision; and

b) There is a cooperation agreement between the CMVM and the authority of

supervision of that entity.

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2-When not check any of the conditions laid down in the number

previous, a financial intermediary may proceed to subcontracting

together with an entity located in a country not belonging to the Union

European, if the CMVM, within 90 days after being notified of the

subcontracting contract, not raise objections to the same.

3-A CMVM disseminates, pursuant to Rule 367:

a) The list of the supervisory authorities of countries not belonging to the

European Union with which to have cooperation agreements for

effects of point a) of paragraph 1;

b) A statement of principles that includes examples of situations in

that, even if there were not one of the conditions laid down in the

n. 1, CMVM would raise no objections to a subcontracting,

including a clear explanation of the reasons why, in these

cases, subcontracting would not jeopardize compliance with the

requirements set out in Articles 308-A and 308 .º-B.

Article 308-D

Information to be provided to the CMVM

1-The subcontractor financial intermediary shall render the CMVM all the

information necessary for the verification of compliance with the provisions of

in the previous articles, specifically:

a) Contract of subcontracting;

b) Name of the persons responsible for decision making and the

control of subcontracted activities or functions;

c) Description of procedures for control and exchange of information

between the two entities;

d) Identity of the supervisory authority of the subcontractor entity,

if applicable;

e) Any fact with repercussion in activity or function

subcontractor that could endanger the principles enshrined in the

article 308.

2-Whenever the subcontractor entity is established in a country

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not belonging to the European Union, CMVM can confirm, together with

competent supervisory authority, the information by that provided.

Article 309-A. para.

Policy on conflicts of interest

1-The financial intermediary shall adopt a policy in respect of

conflicts of interest, reduced to written, and appropriate to their size and

organisation and the nature, the size and the complexity of their

activities.

2-Whenever the financial intermediary is part of a group of

societies, the policy shall also take into account any

circumstances that are, or should be, of the knowledge of that

likely to originate a conflict of interest arising from the structure

and commercial activities of other companies in the group.

3-A The policy on conflicts of interest shall:

a) Identify, in respect of financial intermediation activities

specific premised by or on behalf of the financial intermediary,

the circumstances that 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

of managing such conflicts.

4-The procedures and measures provided for in the paragraph b) of the number

previous to be designed in such a way as to ensure that people

referred to in Article 304 (5) involved in different activities,

implying a conflict situation of interests of the specified type

in the paragraph a) from the previous number, develop the said activities

with an appropriate degree of independence in the face of dimension and

activities of the financial intermediary and of the group to which it belongs and the

importance of the risk of injury to the interests of customers.

5-To the extent necessary to ensure the level of independence

required, should be included:

a) Effective procedures to prevent or control the exchange of

information between persons referred to in Article 304 (5).

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involved in activities that entail a risk of conflict of

interests, whenever that one may harm the interests of a

or more customers;

b) A separate audit of the persons referred to in paragraph 5 of the article

304. whose main functions involve the realization of

activities on behalf of clients, or the provision of services to

These, when your interests may be in conflict or

when they represent different interests, likely to be in

conflict, including with those of the financial intermediary;

c) The elimination of any direct relationship between the remuneration of

persons referred to in Article 304 (5) involved in a

activity and remuneration or revenue generated by other

persons referred to in Article 304 (5), involved in another

activity, to the extent that a conflict of

interests between such activities;

d) The adoption of measures to prevent or limit any

person of exerting an inappropriate influence on the way in which

a person referred to in Article 304 (5) provides activities of

financial intermediation;

e) The adoption of measures aimed at preventing or controlling the

simultaneous or sequential involvement of a person referred to in the

n Article 304 (5) in different intermediation activities

financial, when such involvement may hinder management

proper of conflicts of interest.

6-Should the adoption of any of the procedures and measures provided for in the

previous number do not ensure the required level of independence, the

CMVM may require the financial intermediary to adopt the measures

alternatives or additional that prove necessary and suitable for the

effect.

Article 309-B

Conflicts of potentially harmful interests for a client

The policy on conflicts of interest referred to in the previous article

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must compulsorily contemplate the situations in which, as a result of

provision of financial intermediation activities or by another

circumstance, the financial intermediary, a person in domain relation

with this or a person referred to in Article 304 (5):

a) Be liable to obtain a financial gain or avoid a loss

financial, to the detriment of the customer;

b) Have an interest in the results arising from a service provided

to the customer or of an operation carried out on account of the customer, who

be conflicted with the interest of the customer in these results;

c) Receive a financial or other benefit to

privileging the interests of another customer in the face of the interests of the

client concerned;

d) Develop the same activities as the customer;

e) Receive or come to receive, from a person other than the client, a

illicit benefit pertaining to a service provided to the customer, under

form of money, goods or services, other than the commission or the

normal honorariums of that service.

Article 309-C

Registration of activities that originate conflicts of interest

1-The financial intermediary shall maintain and update regularly

records of all types of financial intermediation activities ,

carried out directly by you or on your behalf, which originated a

conflict of interest with relevant risk of earmarking the interests of

one or more customers or, in the case of ongoing activities, likely to

the originate.

2-When you pay for services related to public or other offers of

that results in the knowledge of insider information, the intermediary

should draw up lists of the people who had access to the information.

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Article 309-D

Investment recommendations

1-The financial intermediary who, outside the scope of the exercise of

consultancy activity for investment, draws up recommendations from

investment, as defined in Article 12-A, intended or

which are likely to be disclosed, under their responsibility or

society belonging to the same group, as recommendations of

investment to its customers or the public, must comply with the provisions of the

Article 309 (5)-A relatively the persons involved in the

elaboration of the recommendations.

2-The people involved in the drafting of the recommendation cannot

carry out personal operations, in a sense contrary to what in it if

recommends, on the financial instruments covered by the

recommendation or financial instruments with them related, save

if exceptional circumstances occur and are for such authorized

by the competent service of the financial intermediary.

3-The analysts and other persons referred to in Article 304 (5) that

meet the likely timing of disclosure of the recommendation or your

content cannot carry out operations, neither on its account, nor by

account of outrain, on the financial instruments covered by the

recommendation or financial instruments with them related before

of the recipients of the recommendation to whom they have had access and to

opportunity to make investment decisions depending on your

content, except if in the context of the normal exercise of the function of

market creator or in execution of a customer order no

requested.

4-For the purpose of the provisions in the preceding paragraphs shall be deemed to be

financial related to another financial instrument any

financial instrument whose price is likely to be influenced by

price oscillations from another financial instrument.

5-The financial intermediary, the analysts and other persons referred to in the n.

5 of Article 304 involved in the drafting of recommendations no

can:

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a) Accept, from whom it has a significant interest in the subject matter

of the illegitimate benefits recommendations, as defined in the

article 313;

b) Promising a favourable assessment to issuers to which the

recommendation refers.

6-Until its communication to the recipients, the financial intermediary shall

limit access to the content of the recommendation to the analysts involved

in its elaboration.

7-The financial intermediary shall adopt the procedures for

ensure compliance with the provisions of the n. 2 a to 6.

8-The financial intermediary may disclose, together with the public or from

customers, investment recommendations drawn up by third parties since

that, in addition to compliance with the provisions of Article 12-D, check

that who the elabora is subject to requirements equivalent to those provided for

in this diploma with respect to the elaboration of recommendations or

has established an internal policy that provides them.

Article 309-And

Operations carried out by relevant persons

1-The financial intermediary shall adopt procedures aimed at

prevent any person referred to in Rule 304 (5) involved in

activities likely to originate a conflict of interest or that

have access to insider information or other information

confidential conduct a personal operation or advise or request the

listen to the realization of an operation on financial instruments:

a) In violation of Article 248 (4) and Article 378;

b) Which involves the unlawful use or undue disclosure of the

confidential information;

c) In violation of any duty of the financial intermediary

provided for in this Code.

2-The procedures adopted by the financial intermediary shall

ensure, in particular, that:

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a) All persons referred to in Article 304 (5) covered by the

n. 1 are informed of the restrictions and procedures

relating to personal operations;

b) The financial intermediary is immediately informed of all

the personal operations carried out; and

c) Be kept a record of each personal operation, including

indication of any permit or prohibition concerning the same.

Article 309-F

Personal operation

For the purposes of Articles 309-D and 309.-And, is understood by personal operation,

an operation on a financial instrument completed by a person

referred to in Article 304 (5) or in its name, provided that:

a) The person referred to in Article 304 (5) acts outside the scope of the

functions that it carries out in that quality; or

b) The operation is carried out on account:

i) Of the person referred to in Article 304 (5);

ii) Of persons who with the person referred to in Article 304 (5)

have a relationship in accordance with Article 248 (4);

iii) Of a society in which the person referred to in Article 304 (5)

detain, directly or indirectly, at least 20% of the rights to

vote or social capital;

iv) Of society in group relation with society dominated by the

person referred to in Article 304 (5); or

v) From a person whose relationship with the person referred to in paragraph 5 of the article

304. be such that this has a material interest, direct or

indirect, in the result of the transaction, in addition to the remuneration or

commission charged for the execution of it.

Article 312-The

Quality of information

1-A information disclosed by the financial intermediary to investors not

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qualified must:

a) Include your social denomination;

b) Be accurate and, in particular, not to give emphasis to any benefits

potential of a financial intermediation activity or a

financial instrument, without giving also a correct indication

and clear of any relevant risks;

c) Be presented in such a way as to be understood by the recipient

medium;

d) Be presented in such a way as to not hide or underestimate elements,

statements or important notices.

2-A comparison of financial intermediation activities, instruments

financial or financial intermediaries should focus on aspects

relevant and specify the facts and assumptions of which it depends and the

sources on which it is based.

3-The indications of results recorded in the past of an instrument

financial, of a financial index or of an activity of

financial intermediation should:

a) Do not constitute the most visible aspect of communication;

b) Include appropriate information regarding the results covering the

five years immediately preceding, or the entirety of the period

for which the financial instrument was offered, if lower than

five years, but not less than one year, or for a period more

long that the financial intermediary has decided and that if

base, in any case, in full periods of twelve months;

c) Refer to the period of reference and the source of the information;

d) Contain a well-visible warning that the data refers to the

past and that the results recorded in the past do not constitute

a reliable indicator of future results;

e) Where they are based on data denominated in a currency

different from that of the State in which you reside an investor not

qualified, indicate the currency and include a warning that the gains

for the investor may increase or decrease as a consequence

of exchange rate oscillations; and

f) Where they are based on raw results, indicate the effects

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of the commissions, remuneration or other charges.

4-A indication of simulated past results should refer to only the

financial instruments and financial indices and:

a) Be based on the actual results verified in the past of one or

more financial instruments, financial indices or activities

of financial intermediation that are identical or are

underlying the financial instrument concerned;

b) Respect the conditions laid down in points a) a c) , e) and f) from the

previous number, in relation to the results verified in the past;

and

c) Contain a well-visible warning that the data refers to

simulated results of the past and that the results recorded in the

past do not constitute a reliable indicator of the results

futures.

5-A indication of future results:

a) It cannot be based on simulated past results;

b) Must be based on reasonable assumptions, supported by data

objectives;

c) If it is based on raw results, it should indicate the effects of the

commissions, remuneration and other charges; and

d) It must contain a well-visible warning that it does not constitute a

reliable indicator of future results.

6-A reference to a specific tax treatment should indicate, in a manner

highlighted, that this one depends on the individual circumstances of each

client.

7-Reference is prohibited to any competent authority so that

suggest any support or approval on the part of this to the products or

services of the financial intermediary.

Article 312-B

Time of provision of information

1-The financial intermediary shall provide the unqualified investor,

185

in advance sufficient to the linking to any contract of

financial intermediation or, in the pendency of a clientele relationship,

prior to the provision of the proposed financial intermediation activity

or requested, the following information:

a) The content of the contract;

b) The information required in Articles 312-C to 312.-G-related

with the contract or the activity of financial intermediation.

2-The financial intermediary may provide the required information in the

previous number 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 that prevented it from providing the

information in accordance with paragraph 1; or

b) Providing the information provided for in Article 15 of the Decree-Law No

95/2006, of May 29, as if the investor were a

"consumer" and the financial intermediary a " provider of

financial services " within the meaning of this diploma.

3-Financial intermediary notifies the customer, in advance

sufficient, through the same support with which it was provided

initially, of any significant change in the information

provided under the articles 312. ºC to 312 .º-G.

Article 312-C

Information relating to the financial intermediary and the services per se provided

1-The financial intermediary shall provide the following information to

unqualified investors:

a) The appellation, the nature and the address of the intermediary

financial and the contact elements necessary for the

client can effectively communicate with this;

b) The languages in which the client can communicate with the intermediary

financial and receive from this documents and other information;

c) The channels of communication to be used between the intermediary

financial and the customer, including, where appropriate, for the purpose of

186

sending and receiving orders;

d) Statement that attests that the financial intermediary is

authorized for the provision of the intermediation activity

financial, indication of the date of the authorization, with reference to the

supervisory authority that granted it and its respective address of

contact;

e) Where the financial intermediary acts through an agent

bound, a declaration in that sense, specifying the State

member of the European Union in which the agent is listed as listing

public;

f) The nature, frequency and periodicity of the reports on the

performance of the service to be provided by the financial intermediary to the