CHAIR OF THE COUNCIL OF MINISTERS

Proposed Law No. 230 /X

PL 636/2008

200-11-02

Exhibition of reasons

The Portuguese Bank of Business, S. A., has been facing, for some time, a

set of difficulties with origin in the institution itself, whose reach only recently

has been ascertained in full, and which, coupled with the current aggravation of the conditions of

liquidity of the financial markets, if they came to demonstrate unsurpassed.

In the scope of the Bank of Portugal's inspective action a series of

impairments that gave rise to enquiries and the establishment of various processes of

counter-ordinance and denunciation with the Attorney General of the Republic.

A number of prior initiatives have been developed to enable the Bank to overcome

the difficulties with which it was faced and to prevent them from ceasing the payments,

notably, by means of special liquidity supports in the form of loans and

other operations.

Despite these measures, the Portuguese Bank of Business, S. A., finds itself very close to

a situation of breaking down payments, not seem possible to continue to search

a solution to the absence of adequate liquidity of the institution without the resolution of a

fund problem requiring the reposition of the appropriate capital levels to the exercise of the

activity.

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The restructuring plans submitted by the Portuguese Business Bank, S. A., no

logrinated the desired effects, particularly as it was not possible to realize,

upon private investment, the capital increase necessary to the capitalization of the Bank, and

because the amounts now ascertained as being necessary for the financial rebalancing

have proved substantially higher than the initially expected,

remaining the bank in a situation of non-compliance with the minimum limits of

solvability.

In the face of the unwinding of the situation and in the face of the volume of losses accumulated by the Bank, not

if a viable glimpse of the resource to new liquidity support operations in the face of the high

risks to which they would be exposed to the participating entities.

We are facing a situation of imminent disruption of payments by the Bank, which

pore at risk the interest of depositors and the stability of the financial system and that

imposes an urgent intervention on the part of the State in the proposed direction.

The Government, in taking the decision of nationalisation, took into consideration the evaluation of the

situation of the Portuguese Bank of Business, S. A., made by the Bank of Portugal, well

as its decision to proceed to the appointment of provisional administrators under the

article 143 of the General Regime of Credit Institutions and Financial Societies.

He succedes that, in constitutional terms-by the effect of Articles 83, 165, para. 1 ( l) , and

18, paragraph 3-the act of nationalization presupposes the existence of a general regulatory law

with which to be in compliance. Hence, it matters to fulfill this requirement

constitutional.

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In these terms, the present law proposal also aims to create a general legal framework for the

public appropriation, on grounds of public interest, of social participations of persons

private legal bodies, thus giving execution to the provisions of Article 83 and in accordance

with the principles set out in the ( f) of Article 81, both of the Constitution.

The central concern of the Government in the matter referred to in this proposed law is the

of safeguarding the public interest, with observance of the principles of proportionality,

of equality and competition.

It is in this context that the measures set out in this proposed law are imposed.

Thus:

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

Assembly of the Republic the following proposal for a law:

Article 1.

Legal regime for public appropriation

It is hereby approved in annex to this Act, of which it is an integral part, the legal regime of

public appropriation by way of nationalisation, in execution of the provisions of Article 83 of the

Constitution.

Article 2.

Nationalization of the Portuguese Bank of Business, S. A.

1-Are nationalized all the representative shares of the social capital of the Portuguese Bank

of Business, S. A., henceforth designated by BPN.

2-To the act of nationalisation provided for in the preceding paragraph shall apply to the

following numbers, as well as, in everything that is unwilling in the special way in this

article, the regime constant in the annex to this Law.

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3-By effect of the provisions of paragraph 1 and regardless of any formalities,

consider themselves to be passed on to the State, through the Directorate General of the Treasury and

Finance, all the representative shares of the social capital of the BPN, free of any burden

or charges, for all legal effects.

4-A The change in the title of the shares produces its effects directly by virtue of the

present law and are opposed to third parties independently of registration.

5-The BPN becomes the nature of limited company of capital exclusively

public, continuing to govern itself by the legal provisions governing the respective

activity, as well as by its statutes, to the extent that the same do not contravenes the

provisions of the legal regime of the business sector of the State and in this Law.

6-A The management of the BPN is awarded, by this Act, to the General Box of Deposits, S. A.,

by having this entity proceed to the designation of the members of the social organs of that.

7-It is up to the General Box of Deposits, S.A., to proceed, within 60 days, to the definition of the

management objectives of the BPN, acauteling, in particular, the interests of depositors,

the state's and taxpayer's heritage interests and the defence of the rights of the

workers.

8-The objectives provided for in the preceding paragraph shall be the subject of prior approval by the

member of the Government responsible for the area of finance.

Article 3.

Entry into force

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

Seen and approved in Council of Ministers of November 2 de2008

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The Prime Minister

The Minister of the Presidency

The Minister of Parliamentary Affairs

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ANNEX

(As referred to in Article 1)

Article 1.

Purpose

They may be the subject of public appropriation, by way of nationalisation, in whole or in part,

social shareholdings of private legal persons, where, on grounds especially

grounded, such if it proves necessary to safeguard the public interest.

Article 2.

Act of nationalisation

1-Saved when they review legislative form, acts of public appropriation, by way of

nationalization, are adopted by regulatory decree, with respect to the present

regime.

2-The regulatory decree evidences in the respective preamble the recognition of the

public interest of the act of nationalisation, with observance of the principles of

proportionality, equality and competition.

Article 3.

Procedure

1-In the regulatory decree referred to in the previous article must appear in the aspects

concrete and the conditions of the operations to be carried out and, in the event of partial nationalization, the

identification of social shareholdings to be nationalised.

2-In the event that nationalized social shareholdings belong to the legal person

admitted to trading in regulated markets, owes the managing entity of the respective

market to hold the suspension of the negotiation of the whole shares of the legal person,

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from the time of the public announcement of nationalization, so as to acautelate the

interests of investors and the regular operation of the market.

Article 4.

Compensation

1-To the holders of the social shareholdings of the legal person, as well as to the possible

holders of bonuses or charges consisting of them, is recognized the right to

compensation, when due, by reference to the value of the respective rights,

assessed in the light of the legal and financial situation of the legal person at the date of entry into

vigour of the act of nationalisation.

2-In the calculation of the compensation to be awarded to holders of the social shareholdings

nationalised, the value of the respective rights is ascertained taking into account the actual

net worth.

Article 5.

Evaluation

1-For the purposes set out in the previous article, the Government promotes the realization of a

assessment to be carried out at least by two independent entities, designated by

dispatch of the member of the Government responsible for the area of finance.

2-A The assessment provided for in the preceding paragraph shall be completed within 30 days,

extended by equal period by request duly justified by the entities

evaluators.

3-Based on the assessment referred to in the preceding paragraph, the Member of the Government

responsible for the area of fixed finance, by dispatching, within 15 days, the value of the

compensation, after prior hearing of the representatives of the previous holders of the

social participations, if as such they are constituted.

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4-The right to the payment of the indemnity suspense while they are under way,

against previous holders, direct or indirect, of social shareholdings, proceedings

judicial or inquests, for evidence of the injurious practices of the person's patrimonial interests

collective and even judicial decision with transit on trial, of which it does not result in its

conviction.

Article 6.

Transmission of social shareholdings to the State

1-Considered transmitted to the State, for all legal effects and

regardless of any formalities, the social shareholdings covered by the

nationalisation adopted by the regulatory decree provided for in Article 2, free of burden and

charges.

2-A The change in the title of social shareholdings produces its effects directly

by virtue of the regulatory decree provided for in Article 2 and is objectiable to third parties

regardless of registration.

3-The provisions of paragraph 1 shall not preclude the possible and subsequent transfer of the shareholdings

social for society whose capital is fully owned, directly or indirectly, by the

State.

Article 7.

Maintenance of legal personality and legal nature

1-A nationalization of the social shareholdings of a legal person in the terms

provided for in this regime does not extinguish the respective legal personality, nor does it change the

respective legal nature.

2-The provisions of the preceding paragraph shall be without prejudice to any subsequent decisions to merge

of the legal person.

Article 8.

Rights and obligations

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1-Without prejudice to the provisions of paragraph 2 of the preceding Article, it shall remain in the title of the

legal person the universality of goods, rights and obligations, legal or contractual, of

that this is the holder of the date of nationalization, specifically the emerging of the contracts

of work in which the legal person is a party, while fully respecting the rights

of the workers.

2-A The legal person continues to perform all the functions that are committed to him by

force of law, contract or its statutes.

Article 9.

Dissolution of social bodies

1-In the case where the nationalization covers all or most of the shareholdings

social, consider themselves to be dissolved, with immediate effect, the social organs of the person

collective in cause and of the societies that with this one find themselves in relation to or

of group.

2-The outgoing members of the social organs remain in office until they are designated

new members and are required to provide their successors with all information and

clarifications necessary for the normal exercise of the respective functions.

3-Unless otherwise devious procedure results from the application of special supervision regime,

the outgoing members of the bodies of administration of the legal person and of the societies

referred to in paragraph 1 shall not be able to engage in any acts or conclude contracts likely to

change the patrimonial situation of the legal person who do not reconduct themselves to their management

current, under penalty of nullity of the acts and contracts in question and of the liability

personnel for the damage resulting from those.

4-A The limitation provided for in the preceding paragraph extends to the acts of enforcement of decisions

taken before the dissolution of the social organs.

5-A dissolution referred to in paragraph 1 does not confer any right to any compensation, not

despite contractual provision to the contrary.

Article 10.

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Designation of members for the administrative or supervisory bodies

In the event of partial nationalization, the State may undertake the designation of one or more

members for the administrative or supervisory bodies of the legal person, without

need for compliance with the statutory limit on the composition of those organs.

Article 11.

Mandate and management objectives

1-A The management of the legal person whose social shareholdings have been nationalized

may be assigned the third entity, in the terms and conditions set out in order of the

member of the Government responsible for the area of finance, cabling to this entity a

designation of the social organs of the legal person.

2-It may still be attributed to the third entity referred to in the preceding paragraph, the definition of the

management objectives of the legal person, upon prior approval by the member of the

Government responsible for the area of finance.

3-When the third entity is a public company, they are not applicable to members

of the respective social organs or the members of entities that with this are found

in relation to field or group, which are designated in the terms of paragraph 1, the

restrictions on the exercise of duties provided for in Chapter IV of the Staff Gestor Statute.

Article 12.

Processing in public company

1-Where the nationalization results in the application of some of the foreseen circumstances

in Article 3 (1) of the scheme of the corporate sector of the State, approved by the Decree-

Law No. 558/99 of December 17, as amended by Decree-Law No. 300/2007, of 23 of

August, the legal person is transformed into anonymous society of public capitals.

2-In the situation provided for in the preceding paragraph, the Government approves, by decree-law, on the deadline

of 30 days, the new statutes of the legal person.

Article 13.

Delegation of competences

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They are delegates at the Minister responsible for the area of finance, with faculty of

subdelegation, the basting powers to, by dispatch, determine the remaining conditions

ancillary that are afflicted with convenient and to practise the implementing acts that if

revealing necessary to the realization of the nationalization operation provided for in the present

regime.

Article 14.

Effects of the recognition of the public interest

The recognition of the public interest provided for in the regulatory decree referred to in

article 2 dispensation with the adoption of the reasoned resolution referred to in Article 1 (1)

128. of the Code of Procedure in the Administrative Courts so that the eventual

challenge of any acts or standards adopted in execution of the provisions of the

present regime does not produce suspensive effects.

Article 15.

Social and cooperative sector

The present regime applies, with the necessary adaptations, to the social and cooperative sector.