CP - Comboios de Portugal, E.P.E.

Transcription

1 INFORMATION MEMORANDUM CP - Comboios de Portugal, E.P.E. (incorporated with limited liability in Portugal) 500,000, PER CENT. GUARANTEED NOTES DUE OCTOBER 2019 Guaranteed by the Portuguese Republic The 500,000, per cent. Guaranteed Notes due October 2019 (the Notes ) are issued by CP - Comboios de Portugal, E.P.E. (the Issuer ) and guaranteed by the Portuguese Republic (the Guarantor ) under the terms set forth in Law no. 112/97, of 16 September ( Law 112/97 ). The Issuer may, at its option, redeem all, but not some only, of the Notes at any time at their principal amount plus accrued interest, in the event of certain tax changes as described under Condition 5.2 of Conditions of the Notes herein. The Notes mature on 16 October Subject as provided below, interest payments on the Notes will be subject to withholding tax unless an exemption is applicable. Under Decree Law no. 193/2005, of 7 November 2005, certain exemptions exist relieving qualifying Noteholders from withholding tax. See "Taxation in Portugal and Eligibility for the Portuguese Debt Securities Tax Exemption Regime". See also Condition 6 of "Conditions of the Notes". Application has been made for the Notes to be listed on the regulated market Eurolist by Euronext Lisbon ( Euronext ), the official quotation market ("Mercado de Cotações Oficiais") in Portugal. Euronext is a regulated market for the purpose of the Markets in Financial Instruments Directive (Directive 2004/39/EC). References in this Information Memorandum to the Notes being "listed" (and all related references) shall mean that the Notes have been admitted to trading on Euronext's regulated market and have been admitted to listing by Euronext. The Notes will be rated A+ by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. ( Standard & Poor s ). A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. This Information Memorandum does not constitute a prospectus for the purposes of Directive 2003/71/EC, nor for the purposes of the Portuguese Securities Code, which sets forth in article 111, no. 1, paragraph a) that a prospectus is not necessary for the issuance of securities guaranteed by a European Union Member State. The Notes will be issued on 16 October 2009 (the Closing Date ) and will be represented in dematerialised book-entry form ( escriturais ) and will be registered ( nominativas ) Notes in the denomination of 50,000 each and will be held through the accounts of affiliate members of the Portuguese central securities depositary and the manager of the Portuguese settlement system, Interbolsa Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A. ( Interbolsa ), as operator and manager of the "Central de Valores Mobiliários" (the CVM ). Notes traded on Euronext will be accepted for clearing through LCH.Clearnet, S.A., the clearing system operated at Interbolsa as well as through the clearing systems operated by Euroclear Bank S.A./N.V. ( Euroclear ) and Clearstream Banking, société anonyme ( Clearstream, Luxembourg ) and settled by Interbolsa's settlement system. The date of this Information Memorandum is [13] October 2009 Sole Bookrunner and sole Lead Manager Deutsche Bank

2 The Issuer (the Responsible Person ) accepts responsibility for the information contained in this Information Memorandum. To the best of the knowledge of the Responsible Person (having taken all reasonable care to ensure that such is the case) the information contained in this Information Memorandum is in accordance with the facts and does not omit anything likely to affect the import of such information. The Lead Manager (as defined in Subscription and Sale ) has not independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Lead Manager as to the accuracy or completeness of the information contained or incorporated in this Information Memorandum or any other information provided by the Responsible Person or the Guarantor in connection with the issue of the Notes. The Lead Manager does not accept liability in relation to the information contained in this Information Memorandum or any other information provided by the Responsible Person or the Guarantor in connection with the issue of the Notes. No person is or has been authorised by the Issuer to give any information or to make any representation not contained in or not consistent with this Information Memorandum or any other information supplied in connection with the issue of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Responsible Person, the Guarantor or the Lead Manager. Neither this Information Memorandum nor any other information supplied in connection with the issue of the Notes (a) is intended to provide the basis of any credit or other evaluation of the Issuer or the Guarantor or (b) should be considered as a recommendation by the Responsible Person or the Lead Manager that any recipient of this Information Memorandum or any other information supplied in connection with the issue of the Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Responsible Person and the Guarantor. Neither this Information Memorandum nor any other information supplied in connection with the issue of the Notes constitutes an offer or invitation by or on behalf of the Responsible Person or the Lead Manager to any person to subscribe for or to purchase any Notes in those jurisdictions where it is unlawful to do so. Neither the delivery of this Information Memorandum nor the offering, sale or delivery of any Notes shall in any circumstances imply that the information contained herein concerning the Responsible Person is correct at any time subsequent to the date hereof or that any other information supplied in connection with the issue of the Notes is correct as of any time subsequent to the date indicated in the document containing the same. The Lead Manager expressly does not undertake to review the financial condition or affairs of the Responsible Person during the life of the Notes or to advise any investor in the Notes of any information coming to their attention. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act ). Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons (see "Subscription and Sale"). This Information Memorandum does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Information Memorandum and the offer or sale of Notes may be restricted by law in certain jurisdictions. None of the Responsible Person or the Lead Manager represent that this Information Memorandum may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Information Memorandum nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Information Memorandum or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this Information Memorandum and the offering and sale of Notes. For a description of certain restrictions on offers, sales and deliveries of the Notes and on the distribution of this Information Memorandum and other offering material relating to the Notes, see "Subscription and Sale". 2

3 All references to EUR, euro and refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended. 3

4 TABLE OF CONTENTS Form of the Notes, Clearing and Settlement, Exercise of Rights and Listing Conditions of the Notes Form of Guarantee Use of Proceeds Description of the Issuer Taxation in Portugal and Eligibility for the Portuguese Debt Securities Tax Exemption Regime Subscription and Sale General Information

5 FORM OF THE NOTES, CLEARING AND SETTLEMENT,EXERCISE OF RIGHTS AND LISTING Form of the Notes The Notes will be represented in dematerialised book-entry form ( escriturais ) and will be registered ( nominativas ) Notes in the denomination of 50,000 each and will be held through the accounts of affiliate members of the Portuguese central securities depositary and the manager of the Portuguese settlement system, Interbolsa Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A. ( Interbolsa ), as operator and manager of the Central de Valores Mobiliários ( CVM ). Clearing and Settlement The CVM is the centralised system ( sistema centralizado ) for the registration and control of securities in Portugal, in which all securities in book-entry form admitted to trading on a Portuguese regulated market must be registered (the Book-Entry Registry and each entry a Book-Entry ). The CVM is composed of interconnected securities accounts, through which securities (and inherent rights) are created, held and transferred. This allows Interbolsa to control the amount of securities created, held and transferred. Issuers of securities, financial intermediaries which are Affiliate Members of Interbolsa (as defined below) and the Bank of Portugal, all operate in the CVM. The CVM provides for all the procedures which allow the owners of securities to exercise their rights. In relation to each issue of securities, CVM comprises inter alia, (i) the issue account, opened by the relevant issuer in the CVM and which reflects the full amount of securities issued; (ii) the individual accounts opened by each Affiliate Member of Interbolsa (as defined below) under the name of their respective customers where the securities are registered; and (iii) the control accounts opened by each Affiliate Member of Interbolsa, and which reflect, at all times, the aggregate nominal amount of securities held in the individual securities accounts opened under the name of the holders of securities by each of the Affiliate Members of Interbolsa. Each person shown in the records of an Affiliate Member of Interbolsa as having an interest in Notes shall be treated as the holder of the principal amount of the Notes recorded. The expression Affiliate Member of Interbolsa means any authorised financial intermediary entitled to hold control accounts with Interbolsa under the name of Noteholders and includes any depository banks which have opened securities accounts in the name of Euroclear and Clearstream, Luxembourg, for the purposes of holding accounts on behalf of Euroclear and Clearstream, Luxembourg with Interbolsa. Notes registered with Interbolsa will be attributed an International Securities Identification Number ( ISIN Code ) through Interbolsa's codification system and will be accepted for clearing through LCH.Clearnet, S.A., the clearing system operated at Interbolsa as well as through the clearing systems operated by Euroclear and Clearstream, Luxembourg and settled by Interbolsa's settlement system. Exercise of Financial Rights Payment of principal and interest in respect of the Notes will be subject to Portuguese laws and regulations, notably the regulations from time to time issued and applied by the Comissão do Mercado de Valores Mobiliários (Portuguese Securities Market Commission, the CMVM ) and Interbolsa. The Issuer must give Interbolsa advance notice of all payments and provide all necessary information for that purpose, notably the identity of the financial intermediary operating in 5

6 Interbolsa appointed by the Issuer to act as the paying agent in respect of the Notes (the Portuguese Paying Agent ) responsible for the relevant payment, as well as advance notice if such Portuguese Paying Agent is removed or replaced. Prior to any payment the appointed Portuguese Paying Agent shall provide Interbolsa with a statement of acceptance of its role of Portuguese Paying Agent. Interbolsa must notify the Portuguese Paying Agent of the amounts to be settled, which will be determined by Interbolsa on the basis of the account balances of the accounts of the Affiliate Members of Interbolsa. On the date on which any payment in respect of the Notes is to be made, the corresponding entries and counter-entries will be made, in accordance with Interbolsa customary procedures, in the accounts which the Portuguese Paying Agent uses for payments in respect of securities held through Interbolsa and in the accounts held by the Affiliate Members of Interbolsa. Accordingly, payments of principal and interest in respect of the Notes will be (i) credited, according to the procedures and regulations of Interbolsa, by the Portuguese Paying Agent (acting on behalf of the Issuer or the Guarantor) in the payment current account which the Portuguese Paying Agent uses for payments in respect of securities held through Interbolsa, (ii) transferred, on the payment date, from the payment current account which the Portuguese Paying Agent uses for payments in respect of securities held through Interbolsa to the payment current accounts held according to the applicable procedures and regulations of Interbolsa by the relevant Affiliate Members of Interbolsa, and thereafter (iii) transferred by such Affiliate Members of Interbolsa from the respective above mentioned payment current accounts to the accounts of the Noteholders or of Euroclear or Clearstream, Luxembourg with said Affiliate Members of Interbolsa, as the case may be. Listing Application has been made for the Notes to be listed on the regulated market of Euronext Lisbon, Eurolist by Euronext Lisbon, the official quotation market ( Mercado de Cotações Oficiais ) in Portugal. 6

7 CONDITIONS OFTHE NOTES The 500,000, per cent. Guaranteed Notes due October 2019 (the Notes, which expression shall in these Conditions, unless the context otherwise requires, include any further notes issued pursuant to Condition 11 and forming a single series with the Notes) of CP - Comboios de Portugal, E.P.E. (the Issuer ) and unconditionally, in the exact terms and conditions of the Issuer s obligations, and irrevocably guaranteed by the Portuguese Republic (the Guarantor ) under the terms set forth in Law no. 112/97, of 16 September ( Law 112/97 ) are issued on 16 October 2009 and subject to and with the benefit of a paying agency agreement dated 13 October 2009 (such agreement as amended and/or supplemented and/or restated from time to time, the Agency Agreement ) made between the Issuer, Deutsche Bank AG, London Branch as principal paying agent (the Principal Paying Agent ) and Deutsche Bank (Portugal), S.A. as Portuguese paying agent (the Portuguese Paying Agent and together with the Principal Paying Agent, the Paying Agents ). The statements in these Conditions include summaries of, and are subject to, the detailed provisions of and definitions in the Agency Agreement. A copy of the Agency Agreement is available for inspection during normal business hours by the holders of the Notes at the specified office of the Issuer. The Noteholders are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Agency Agreement applicable to them. References in these Conditions to the Principal Paying Agent and to the Portuguese Paying Agent shall include any successor appointed under the Agency Agreement. The payment of all amounts in respect of the Notes have been guaranteed by the Guarantor pursuant to a guarantee (the Guarantee ) dated [ ] October 2009 and executed by the Guarantor, represented by the General Director of Treasury and Finance. The original Guarantee is held by the Portuguese Paying Agent on behalf of, and copies are available for inspection by, the Noteholders at its specified office. 1. FORM,DENOMINATION, TITLE AND TRANSFER 1.1 Form and Denomination The Notes will be represented in dematerialised book-entry form ( escriturais ) and will be registered ( nominativas ) Notes, in the denomination of 50,000 each. 1.2 Title Title to the Notes held through Interbolsa Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A. ( Interbolsa ) will be evidenced by book-entries in accordance with the Portuguese Securities Code ( Código dos Valores Mobiliários ) (the Portuguese Securities Code ) and the regulations issued by, or otherwise applicable to, Interbolsa. Each person shown in the book-entry records of an Affiliate Member of Interbolsa, as having an interest in the Notes shall be the holder of the Notes recorded (each a Noteholder ). Title to the Notes held through Interbolsa is subject to compliance with all applicable rules, restrictions and requirements of Interbolsa and Portuguese law. One or more certificates in relation to the Notes (each, a Certificate ) will be delivered by the relevant Affiliate Member of Interbolsa in respect of a registered holding of Notes upon the request by the relevant Noteholder and in accordance with that Affiliate Member of Interbolsa's procedures pursuant to article 78 of the Portuguese Securities Code. The Notes will be registered in the relevant issue account of the Issuer with Interbolsa and will be held in control accounts opened by each Affiliate Member of Interbolsa on behalf of the Noteholders. The control account of a given Affiliate Member of Interbolsa will reflect at all times the aggregate principal amount of Notes held in the individual securities' accounts of the Noteholders with that Affiliate Member of Interbolsa. 7

8 1.3 Holder Absolute Owner Each Noteholder shall be treated as the absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any other interest therein which has not been registered in the respective individual account held with an Affiliate Member of Interbolsa) of any Note registered in the respective individual securities account held with Affiliate Members of Interbolsa. The Issuer, the Guarantor, the Principal Paying Agent and the Portuguese Paying Agent may (to the fullest extent permitted by applicable laws) deem and treat the person or entity registered in individual securities account held with Affiliate Members of Interbolsa as the holder of any Note and the absolute owner for all purposes. Proof of such registration is made by means of a Certificate issued by the relevant Affiliate Member of Interbolsa pursuant to article 78 of the Portuguese Securities Code. 1.4 Transfer of Notes No Noteholder will be able to transfer Notes, or any interest therein, except in accordance with Portuguese laws and regulations. Notes may only be transferred in accordance with the applicable procedures established by the Portuguese Securities Code and the regulations issued by the Comissão do Mercado de Valores Mobiliários (Portuguese Securities Market Commission, the CMVM ) or Interbolsa, as the case may be, and the relevant Affiliate Members of Interbolsa through which the Notes are held. Title to the Notes passes upon registration of the transfer in each of the respective individual securities accounts of Affiliate Members of Interbolsa of the transferor and transferee. 2. STATUS OF THE NOTES AND THE GUARANTEE 2.1 Status of Notes The Notes are direct, unsubordinated, unconditional and unsecured obligations of the Issuer and rank and will rank pari passu, without any preference among themselves, with all other outstanding unsecured and unsubordinated obligations of the Issuer, present and future, save for such exceptions as may be provided by mandatory applicable law. 2.2 Status of the Guarantee The Guarantor has unconditionally, in the exact terms and conditions of the Issuer s obligations, and irrevocably guaranteed the due payment of all sums expressed to be payable by the Issuer under the Notes. Its obligations in that respect are contained in the Guarantee issued by the Guarantor substantially in the terms set forth in this Information Memorandum. 3. INTEREST ACCRUAL 3.1 Interest Rate and Interest Payment Dates The Notes bear annual interest on their principal amount from and including 16 October 2009 at the rate of 4.17 per cent. per annum (the Interest Rate ). Interest will be payable in arrears on 16 October of each year or, if that is not a Business Day, the immediately succeeding Business Day unless it would as a result fall into the next calendar month, in which case it will be brought forward to the next preceding Business Day, from and including 16 October 2009 up to and excluding the Maturity Date (each an Interest Payment Date ). As used in these Terms and Conditions, Interest Period means the period from (and including) an Interest Payment Date (or the Closing Date) to (but excluding) the next (or first) Interest Payment Date. 3.2 Cessation of Interest 8

9 Each Note will cease to bear interest from and excluding its due date for redemption unless payment of the principal in respect of the Note is improperly withheld or refused or unless default is otherwise made in respect of payment, in which event interest shall continue to accrue until the earlier of: (a) (b) the date on which all amounts due in respect of such Note have been paid; and 7 (seven) days after the date on which the full amount of the moneys payable in respect of such Notes has been received by the Principal Paying Agent and transferred to the Portuguese Paying Agent and notice to that effect has been given to the Noteholders in accordance with Condition 9. Notwithstanding the above, upon the late payment by the Issuer of any amounts due in respect of the Notes, the Issuer shall pay interest on such overdue amounts at a rate per annum equal to the aggregate of the Interest Rate and 2 per cent. 3.3 Calculation of Broken Interest When interest is required to be calculated in respect of a period of less than an Interest Period of a full year, such interest shall be calculated by applying the Interest Rate to the denomination of the Notes, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of euro, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Day Count Fraction means, in respect of the calculation of an amount of interest in accordance with this Condition 4 Actual/Actual (ICMA) which: (a) (b) in the case the number of days in the relevant period from (and including) the most recent Interest Payment Date (or, if none, the Closing Date) to (but excluding) the relevant payment date (the Accrual Period ) is equal to or shorter than the Determination Period during which the Accrual Period ends, the number of days in such Accrual Period divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Dates that would occur in one calendar year; or in case the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of: 1. the number of days in such Accrual Period falling in the Determination Period in which the Accrual Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and 2. the number of days in such Accrual Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year. Determination Period means each period from (and including) the Determination Date (but excluding) the next Interest Payment Date. year. Determination Date means the day on which interest is paid, i.e. 16 October of each 4. PAYMENTS 4.1 Payments in respect of Notes Payment of principal and interest in respect of the Notes and the Guarantee will be (i) credited, according to the procedures and regulations of Interbolsa, by the Portuguese Paying 9

10 Agent (acting on behalf of the Issuer or the Guarantor) in the payment current account which the Portuguese Paying Agent uses for payments in respect of securities held trough Interbolsa, (ii) transferred, on the payment date, from the payment current account which the Portuguese Paying Agent uses for payments in respect of securities held trough Interbolsa to the payment current accounts held according to the applicable procedures and regulations of Interbolsa by the relevant Affiliate Members of Interbolsa, and thereafter (iii) transferred by such Affiliate Members of Interbolsa from the respective above mentioned payment current accounts to the accounts of the Noteholders or of Euroclear or Clearstream, Luxembourg with said Affiliate Members of Interbolsa, as the case may be. Under the procedures of Interbolsa s real time settlement system, physical settlement takes place on the third Business Day after the trade and is provisional until financial settlement takes place at the Bank of Portugal on the Closing Date. For the purpose of this Condition, a Business Day corresponds to any day in which CVM is operating. 4.2 Notification of non-payment If the Issuer determines that it will not be able to pay the full amount of principal and/or interest in respect of the Notes on the relevant due date, the Issuer will, in accordance with Condition 9, forthwith give notice to the Noteholders, to the Paying Agents and to the Guarantor of its inability to make such payment. 4.3 Notification of late payment If the Issuer or the Guarantor expects to pay the full amount in respect of the Notes at a date later than the date on which such payments are due, the Issuer, notwithstanding its obligations in respect of interest on overdue payments set forth in Condition 3.2, will, in accordance with Condition 9, give notice of such late payment to the Noteholders and to the Paying Agents. 4.4 Payments subject to Applicable Laws Payments in respect of principal and interest on the Notes are subject in all cases to any tax or other laws and regulations applicable in the place of payment, but without prejudice to the provisions of Condition Payment Business Day Noteholders shall not, except as provided in Condition 3, be entitled to any further interest or other payment for any delay in receiving the amount due as a result of the relevant due date not being a Payment Business Day. Payment Business Day means a day which: (a) (b) is a business day in Lisbon; and is a TARGET 2 Settlement Day. In this Condition, TARGET 2 Settlement Day means any day on which the Trans- European Automated Real-Time Gross Settlement Express Transfer ( TARGET 2 ) System is open for the settlement of payments in Euro. 4.6 Paying Agents Deutsche Bank, London Branch with head office at Winchester House, 1 Great Winchester Street, EC2N 2DB London, United Kingdom, was appointed as Principal Paying Agent in the terms of the Agency Agreement. Deutsche Bank (Portugal), S.A., with head office at Rua Castilho, no. 20, Lisbon was appointed as Portuguese Paying Agent in the terms of the Agency Agreement. 10

11 The Issuer reserves the right at any time to vary or terminate the appointment of the Principal Paying Agent and of the Portuguese Paying Agent and to appoint additional or other paying agents provided that: (a) (b) there will at all times be a Portuguese Paying Agent in Portugal capable of making payment in respect of the Notes as contemplated by these terms and conditions of the Notes, the Agency Agreement and applicable Portuguese laws and regulations; and the Issuer undertakes that it will at all times maintain Paying Agents in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive. Notice of any termination or appointment and of any changes in specified offices will be given to the Noteholders promptly by the Issuer in accordance with Condition REDEMPTION AND PURCHASE 5.1 Redemption at Maturity Unless previously redeemed or purchased and cancelled as provided below, the Issuer will redeem the Notes at their principal amount on 16 October 2019 (the Maturity Date ). 5.2 Redemption for Taxation Reasons If: (a) (b) as a result of any change in, or amendment to, the laws or regulations of a Relevant Jurisdiction (as defined in Condition 6), or any change in the application or official interpretation of the laws, regulations or administrative rulings of a Relevant Jurisdiction, which change or amendment becomes effective after the Closing Date, on the next Interest Payment Date the Issuer would be required to pay additional amounts as provided or referred to in Condition 6; and the requirement cannot be avoided by the Issuer taking reasonable measures available to it, the Issuer may at its option, having given not less than 30 nor more than 60 days' notice to the Noteholders in accordance with Condition 9 (which notice shall be irrevocable), redeem all the Notes, but not some only, at any time at their principal amount together with interest accrued to but excluding the date of redemption, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be required to pay such additional amounts, were a payment in respect of the Notes then due. Prior to the publication of any notice of redemption pursuant to this paragraph, the Issuer shall deliver to the Principal Paying Agent a certificate signed by two Directors of the Issuer stating that the requirement referred to in (a) above will apply on the next Interest Payment Date and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred and an opinion of independent legal advisers of recognised standing to the effect that the Issuer has or will become obliged to pay such additional amounts as a result of the change or amendment. 5.3 Purchases The Issuer, any of its respective Subsidiaries or the Guarantor may at any time purchase Notes in any manner and at any price in accordance with Portuguese law. If purchases are made by tender, tenders must be available to all Noteholders alike. Notes so purchased, while held by or on behalf of the Issuer, any of its Subsidiaries or by or on behalf of the Guarantor, shall not entitle the holder to vote at any meetings of the 11

12 Noteholders and shall not be deemed to be outstanding for the purposes of calculating quorums at meetings of the Noteholders or for the purposes of Condition 10.1 or the Agency Agreement. In this Condition, Subsidiary means any entity in respect of which another entity (i) holds (directly or indirectly) the majority of the voting rights or (ii) has (directly or indirectly) the right to appoint or remove a majority of the board of directors or (iii) holds (directly or indirectly) the majority of the share capital. 5.4 Cancellations All Notes which are (a) redeemed or (b) purchased by or on behalf of the Issuer, any of its Subsidiaries or the Guarantor shall forthwith be cancelled by Interbolsa, following receipt by Interbolsa of notice thereof by the Issuer, and accordingly said Notes may not be held, reissued or resold and shall not entitle the holder to vote at any meetings of the Noteholders and shall not be deemed to be outstanding for the purposes of calculating quorums at meetings of the Noteholders or for the purposes of Condition 10.1 or of the Agency Agreement. 5.5 Notices Final Upon the redemption date specified in any notice as is referred to in Condition 5.2 above the Issuer shall be bound to redeem the Notes to which the notice refers in accordance with the terms of such notice and these Conditions. 6. TAXATION 6.1 Payment of Interest without withholding All payments in respect of the Notes and the Guarantee by or on behalf of the Issuer or the Guarantor will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature ( Taxes ) imposed or levied by or on behalf of a Relevant Jurisdiction, unless the withholding or deduction of such Taxes is required by law. In such event, the Issuer or, as the case may be, the Guarantor will pay such additional amounts as will result in the receipt by the relevant Noteholders of such amounts as would be received by them had no such withholding or deduction been required, except that no additional amounts shall be payable in relation to any payment in respect of any Note: (a) (b) (c) (d) to, or to a third party on behalf of, a Noteholder who is liable to the Taxes in respect of the Note by reason of having some connection with a Relevant Jurisdiction other than the mere holding of the Note; or where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other EC law or domestic law implementing the conclusions of ECOFIN Council meeting of November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or to, or to a third party on behalf of, a Noteholder in respect of whom the information (which may include certificates) required in order to comply with Decree-Law 193/2005 of 7 November 2005, and any implementing legislation, is not received by no later than the second ICSD Business Day prior to the Relevant Date, or which does not comply with the formalities in order to benefit from tax treaty benefits, when applicable; or to, or to a third party on behalf of, a Noteholder resident for tax purposes in the Relevant Jurisdiction, or a resident in a tax haven jurisdiction as defined in Ministerial Order 150/2004, of 13 February 2004 (Portaria do Ministério das Finanças e da Administração Pública n.150/2004) as amended from time to time, issued by the Portuguese Minister of Finance and Public Administration, with the 12

13 (e) 6.2 Interpretation exception of central banks and governmental agencies located in those blacklisted jurisdictions, or a non-resident legal entity held, directly or indirectly, in more than 20 per cent. by entities resident in the Portuguese Republic; or to, or to a third party on behalf of, (i) a Portuguese resident legal entity subject to Portuguese corporation tax (with the exception of entities that benefit from a waiver of Portuguese withholding tax or from Portuguese income tax exemptions), or (ii) a legal entity not resident in Portugal acting with respect to the holding of the Notes through a permanent establishment in Portugal. In this Condition 6: (a) (b) (c) (d) ICSD Business Day means any day which is a TARGET 2 Settlement Day in any year. Relevant Date means the date on which the payment first becomes due but, if the full amount of the money payable has not been received by the Principal Paying Agent on or before the due date, it means the date on which, the full amount of the money having been so received, notice to that effect has been duly given to the Noteholders by the Issuer in accordance with Condition 9. Relevant Jurisdiction means the Portuguese Republic or any political subdivision or any authority thereof or therein having power to tax or any other jurisdiction or any political subdivision or any authority thereof or therein having power to tax to which the Issuer or the Guarantor, as the case may be, becomes subject in respect of payments made by it of principal and interest on the Notes. Noteholder means the effective beneficiary of the income attributable to the relevant Note. 6.3 Additional Amounts Any reference in these Conditions to any amounts in respect of the Notes shall be deemed also to refer to any additional amounts which may be payable under this Condition 6 or under any undertakings given in addition to, or in substitution of, this Condition 6. See Taxation In Portugal And Eligibility For The Portuguese Debt Securities Tax Exemption Regime on page PRESCRIPTION Notes will become void unless presented for payment within 20 years (in the case of principal) and five years (in the case of interest) from the Relevant Date in respect of the Notes subject to the provisions of Condition 4, in accordance with the applicable legal provisions of Portuguese laws. 8. EVENTS OF DEFAULT 8.1 Events of Default The holder of any Note may give notice to the Issuer that the Note is, and it shall accordingly forthwith become, immediately due and repayable at its principal amount, together with interest accrued to the date of repayment, if any of the following events ( Events of Default ) shall have occurred and be continuing if: (a) default is made in the payment of any principal or interest amount due in respect of the Notes or any of them and the default continues for a period of 10 (ten) days; or 13

14 (b) (c) (d) (e) (f) (g) (h) the Issuer fails to perform or observe any of its other obligations under these Conditions and (except in any case where the failure is incapable of remedy, when no continuation or notice as is hereinafter mentioned will be required) the failure continues for the period of 30 (thirty) days following the service by any Noteholder on the Issuer of notice requiring the same to be remedied; or (A) the Issuer ceases or announces an intention to cease to carry on the whole or a substantial part of its business, save for the purposes of reorganisation on terms approved in writing by an Extraordinary Resolution of the Noteholders, unless simultaneously with such event the Notes become the direct, unconditional and unsubordinated obligations (i) of the Portuguese Republic or (ii) of an entidade pública empresarial (E.P.E.) created as the successor of the Issuer and having the same legal, administrative, credit and financial status of the Issuer and, in each case, the Notes are otherwise on identical terms, including, in the case of an E.P.E., the Notes continuing to be unconditionally and irrevocably guaranteed by the Guarantor on the same terms as under the Guarantee, or (B) the Issuer stops or announces an intention to stop payment of, or is unable to, or admits inability to, pay, its debts (or any class of its debts) as they fall due or is deemed unable to pay its debts pursuant to or for the purposes of any applicable law; or any legal act ( acto normativo ) that has as its object or consequence the dissolution, winding up, liquidation or any other procedure having a similar nature or effect in respect of the Issuer enters into force or if the commencement of dissolution, winding up, liquidation proceedings or any other procedure having a similar nature or effect (including the obtaining of a moratorium) occurs unless simultaneously with such event the Notes become the direct, unconditional and unsubordinated obligations of (i) the Portuguese Republic or of (ii) an entidade pública empresarial (E.P.E.) created as the successor of the Issuer and having the same legal, administrative, credit and financial status of the Issuer and, in each case, the Notes are otherwise on identical terms, including, in the case of an E.P.E., the Notes continuing to be unconditionally and irrevocably guaranteed by the Guarantor on the same terms as under the Guarantee; or the Issuer makes a conveyance or assignment for the benefit of, or enters into any composition or other arrangement with, its creditors generally (or any class of its creditors) or if any meeting is convened to consider a proposal for an arrangement or composition with its creditors generally (or any class of its creditors); or it is or will become unlawful for the Issuer to perform or comply with any of its obligations under or in respect of the Notes or the Agency Agreement or any of such obligations are or become unenforceable or invalid; or any regulation, decree, consent, approval, licence or other authority necessary to enable the Issuer to perform its obligations under the Notes or the Agency Agreement or for the validity or enforceability thereof expires or is withheld, revoked or terminated or otherwise ceases to remain in full force and effect or is modified in a manner which adversely affects any rights or claims of any of the Noteholders; or any legal act ( acto normativo ) that has as its object or consequence (A) the Issuer ceasing to be an entidade publica empresarial (E.P.E.) enjoying legal personality, administrative and financial autonomy with its own estate as provided for in number 1 of article 1 of its by-laws or any change in the regime applicable to the winding up and liquidation of EPE's enters into force, save if the Issuer continues to be qualified as an empresa pública (E.P.), as currently defined in Decree-law 558/99, of 17 December, as amended or (B) the Republic of Portugal no longer having effective control and supervision over the Issuer; or 14

15 (i) (j) (k) (l) the Issuer ceases to develop its core business of rendering transportation services of passengers and goods in railway lines as described in article 2 of its by-laws, save on terms approved or by an Extraordinary Resolution of the Noteholders, unless simultaneously with such event the Notes become the direct, unconditional and unsubordinated obligations of (i) the Portuguese Republic or (ii) an entidade pública empresarial (E.P.E.) created as the successor of the Issuer and having the same legal, administrative, credit and financial status of the Issuer and, in each case, the Notes are otherwise on identical terms, including, in the case of an E.P.E., the Notes continuing to be unconditionally and irrevocably guaranteed by the Guarantor on the same terms as under the Guarantee; or all or any substantial part of the undertaking, assets and revenues of the Issuer exceeding 10,000,000 in value is condemned, seized or otherwise appropriated by any person acting under the authority of any national, regional or local government and remains so for a period of 60 days; or any event occurs which, under the laws of the Portuguese Republic, has or may have an analogous effect to any of the events referred to in the subparagraphs (c) to (f) above and which might have a material and adverse effect on the ability of the Issuer to comply with its obligations under the Conditions of the Notes; or the Guarantee is not (or is claimed by the Guarantor not to be) in full force and effect. For the purpose of this clause 8.1. it will not constitute an Event of Default the transfer by the Issuer to CP Carga Logística e Transportes Ferroviários de Mercadorias, S.A. (which share capital is totally held by the Issuer) of the commodities transport activity as envisaged by article 10º of Decree-Law no A/2009, of 12 June (which approved the new legal regime applicable to the Issuer and its respective by-laws). In these Conditions: Extraordinary Resolution means a Resolution concerning a Reserved Matter. In these Conditions Reserved Matter means any proposal: (i) to change any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest due on any date in respect of the Notes or to alter the method of calculating the amount of any payment in respect of the Notes on redemption or maturity; (ii) to change the currency in which amounts due in respect of the Notes are payable; (iii) for modification or abrogation of certain of the provisions of the Conditions of the Notes; (iv) (v) for the acceleration of the obligations under the Notes; and to amend this definition. 9. NOTICES Notices to the Noteholders shall be valid, so long as the Notes are listed on Euronext and the rules of Euronext Lisbon so require, if published on the Euronext Lisbon bulletin, made available at of the CMVM and if delivered to Interbolsa for communication by it to the relevant Affiliate Members of Interbolsa. Any such notice shall be deemed to have been 15

16 given on the date of such publication or, if published more than once or on different dates, on the first date on which publication is made, as provided above. The Issuer shall also ensure that notices are duly published in a manner which complies with the rules and regulations of any stock exchange, or the relevant authority, on which the Notes are for the time being listed. Without prejudice to the preceding sentence, if the Notes cease to be listed on Euronext, all notices to the Noteholders will be valid if mailed to them at their respective addresses recorded in the respective register of Noteholders of the Affiliated Members of Interbolsa through which the Notes are held. Any notice shall be deemed to have been given on the date of publication or, if so published more than once or on different dates, on the date of the first publication, or, if applicable, on the day after being so mailed. 10. MEETINGS OF NOTEHOLDERS AND MODIFICATION 10.1 Meetings of Noteholders Meetings of the Noteholders to consider any matter affecting their interests, including the modification or abrogation of any of these Conditions by Extraordinary Resolution and the appointment or dismissal of a common representative are governed by the Portuguese Companies Code enacted by Decree Law no. 262/86, of 2 September 1986, as amended. Meetings may be convened by the common representative or by the chairman of the general meeting of shareholders of the Issuer, before the appointment of, or in case of refusal to convene the Meeting by, the common representative and shall be convened if requested by Noteholders holding not less than 5 per cent. in principal amount of the Notes for the time being outstanding. The date for the meeting will be no less than 30 (thirty) days following the publication of the relevant convening notice, if convened by publication on the Euronext bulletin, and not less than 21 (twenty one) days following the convening notice being given, if convened by registered mail as set forth in Condition 9. The quorum required for a meeting convened to pass a resolution other than an Extraordinary Resolution will be any person or persons holding or representing any of the Notes then outstanding, independent of the principal amount thereof; and an Extraordinary Resolution will require the attendance of a person or persons holding or representing at least 50 per cent. of the Notes then outstanding or, at any adjourned meeting, any person or persons holding or representing any of the Notes then outstanding, independent of the principal amount thereof. The majority required to pass a resolution other than an Extraordinary Resolution is the majority of the votes cast at the relevant meeting; the majority required to pass an Extraordinary Resolution, including, without limitation, a resolution relating to the modification or abrogation of certain of the provisions of these Conditions, is at least 50 per cent. of the principal amount of the Notes then outstanding or, at any adjourned meeting, two-thirds of the votes cast at the relevant meeting. Resolutions passed at any meeting of the Noteholders will be binding on all Noteholders, whether or not they are present at the meeting or have voted against the approved resolutions Appointment, dismissal and substitution of the common representative The Noteholders may appoint, dismiss and substitute the common representative by way of a Resolution passed for such purpose or, if no Resolution is passed, the Issuer or any Noteholder may request a court to appoint the common representative. Each of the Noteholders may also request a court to dismiss (for cause) the common representative Notification to the Noteholders Any modification, abrogation, waiver or authorisation in accordance with this Condition 10 shall be binding on the Noteholders and shall be notified by the Issuer to the Noteholders promptly thereafter in accordance with Condition Further Issues 16

17 The Issuer is at liberty from time to time without the consent of the Noteholders to create and issue further notes or bonds but subject to confirmation that the Guarantee will apply to such further notes or bonds, and is increased by the corresponding amount either (a) ranking pari passu in all respects (or in all respects save for the first payment of interest thereon) and so that the same shall be consolidated and form a single series with the outstanding notes or bonds of any series (including the Notes) or (b) upon such terms as to ranking, interest, conversion, redemption and otherwise as the Issuer may determine at the time of the issue. 12. GOVERNING LAW AND SUBMISSION TO JURISDICTION 12.1 Governing Law The Notes, the Agency Agreement and the Guarantee, and any non-contractual obligations arising out of or in connection with them, are governed by, and will be construed in accordance with, Portuguese law Jurisdiction The courts of Lisbon shall have jurisdiction to settle any proceedings arising out of or in connection with the Notes, the Agency Agreement and/or the Guarantee Sovereign Immunity The Issuer irrevocably and unconditionally waives and agrees, to the fullest extent permitted by law, not to raise with respect to the Notes any right to claim sovereign or other immunity from jurisdiction or execution and any similar defence, and to the fullest extent permitted by law irrevocably and unconditionally consents to the giving of any relief or the issue of any process, including, without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment made or given in connection with any proceedings arising out of or in connection with the issue of the Notes. 17

18 FORM OF GUARANTEE GARANTIA da República Portuguesa (o Garante ) relativa a Obrigações Garantidas com vencimento em Outubro de 2019 no valor de 500,000,000 e com taxa de juro de 4,17% (as Obrigações ) emitidas por CP Comboios de Portugal, E.P.E. (a Emitente ) 18

19 Artigo 1 Obrigações do Garante 1. Nos termos da Lei n.º 112/97 ( Lei 112/97 ), de 16 de Setembro, a República Portuguesa, pela presente, garante incondicional, ou seja, nos exactos termos e condições da obrigação do devedor principal, e irrevogavelmente, a favor de qualquer detentor das Obrigações, seus sucessores e cessionários (os Obrigacionistas ) o pagamento atempado dos montantes correspondentes ao capital e juros exigíveis à Emitente (as Obrigações Garantidas ) ao abrigo dos Termos e Condições das Obrigações (as Condições ) cuja minuta se encontra anexa à presente Garantia e dela faz parte integrante. 2. Os termos definidos nas Condições têm o mesmo significado quando utilizados nesta Garantia. 3. O objectivo da presente Garantia é assegurar o cumprimento das obrigações da Emitente previstas nas Condições e resultantes da emissão das Obrigações. 4. O Garante, pela presente renuncia incondicional, ou seja, nos exactos termos e condições da obrigação do devedor principal, e irrevogavelmente ao benefício de excussão prévia dos bens da Emitente, nos termos e para os efeitos do disposto no artigo 640.º alínea a) do Código Civil Português. 5. Pela presente, a República Portuguesa garante, a qualquer momento, que as responsabilidades actuais e contingentes, assumidas nos termos da presente Garantia, constituem obrigações directas e não subordinadas do Garante concorrendo a pari passu com todas as outras responsabilidades, presentes ou futuras, directas e não subordinadas, do Garante à excepção daquelas que por lei beneficiem de preferência. Artigo 2 Execução da Garantia 1. O Garante terá a faculdade de substituir a Emitente no pagamento das Obrigações Garantidas, nas datas devidas, sempre que a Emitente reconheça não estar habilitada a satisfazer os encargos com o capital e juros das Obrigações Garantidas nas datas fixadas contratualmente, evitando o vencimento antecipado da totalidade das obrigações assumidas pela Emitente em relação às Obrigações emitidas. 2. A Garantia será accionada por qualquer Obrigacionista ou um seu representante sempre que a Emitente incumprir o pagamento, total ou parcial, de qualquer Obrigação Garantida, nas datas devidas. O Garante pela presente assegura que efectuará todos os pagamentos respeitantes às Obrigações Garantidas à primeira notificação de qualquer Obrigacionista ou de um seu representante e após confirmação junto da Emitente de que o montante reclamado ao Garante é equivalente ao montante que a Emitente não pagou em tempo devido. 3. Sem prejuízo da responsabilidade do Garante pelos juros de mora nos termos do parágrafo 4 desta cláusula, a verificação/ confirmação por parte do Garante de que o montante reclamado por qualquer Obrigacionista ou por um seu representante corresponde ao montante efectivamente em dívida e que não foi pago pela Emitente, na data devida e prevista nas Condições, deverá ser efectuada em prazo não superior a 5 (cinco) Dias Úteis (conforme definido abaixo) após a data da primeira notificação dos mesmos ao Garante. Para que não subsistam quaisquer dúvidas, sempre que a Emitente incumpra, no todo ou em parte, alguma das Obrigações Garantidas na data devida, as obrigações assumidas pelo Garante na presente Garantia mantêm-se inalteradas, ainda que a Emitente não lhe faculte a 19

20 confirmação do montante reclamado nos termos do número anterior, no prazo de 5 (cinco) Dias Úteis supra referido. 4. O Garante só poderá ser chamado a executar a Garantia à primeira notificação feita por qualquer Obrigacionista ou um seu representante e será apenas responsável pelos juros de mora que decorram a partir da data da primeira notificação ao Garante realizada por correio registado, fax, correio electrónico ou qualquer outro meio permitido pela lei portuguesa. 5. Todos os pagamentos a efectuar pelo Garante nos termos desta Garantia serão realizados sem qualquer compensação e sem dedução de quaisquer impostos, taxas, retenções ou outros encargos, presentes ou futuros, seja qual for a sua natureza, a não ser que o Garante esteja obrigado por lei a efectuar essas deduções. Se tal for necessário, e nos exactos termos e condições do exigido ao Emitente nas Condições, o Garante pagará os referidos montantes, respeitantes a capital, juros ou outros montantes adicionais, de forma a que os montantes líquidos remanescentes após dedução de tais impostos, taxas, retenções ou outros encargos sejam equivalentes aos montantes que seriam pagos se não houvesse necessidade de efectuar tais deduções. Artigo 3 Alterações dos Termos e Condições das Obrigações Qualquer alteração às Condições será submetida à aprovação prévia do Garante. O Garante só poderá recusar a sua aprovação no caso das alterações serem passíveis de afectar as suas responsabilidades no âmbito desta Garantia. Artigo 4 Representações e Garantias 1. As obrigações emergentes desta Garantia não serão afectadas por qualquer alteração da forma legal da Emitente ou da propriedade do seu capital. 2. O Garante assegura aos Obrigacionistas que (i) a emissão da Garantia foi devidamente aprovada e autorizada, de acordo com a Lei n.º 112/97, de 16 de Setembro bem como de quaisquer outras leis e regulamentos aplicáveis; (ii) a Garantia foi devidamente assinada; e (iii) o cumprimento das suas obrigações, no âmbito da Garantia, é válido, legal e exigível nos termos da Lei n.º 112/97, de 16 de Setembro bem como de quaisquer outras leis e regulamentos aplicáveis. Artigo 5 Regime Jurídico 1. Os direitos e deveres emergentes desta Garantia são exclusivamente regidos pelas leis Portuguesas. O local de cumprimento das obrigações do Garante é Lisboa e o Garante elege o Tribunal da Comarca de Lisboa como o tribunal competente em caso de litígio. 2. Ao abrigo e na medida do permitido pela Lei portuguesa, o Garante declara que não dispõe de qualquer prorrogativa ou direito especial, de natureza processual ou patrimonial, face às demais partes interessadas na emissão das Obrigações Garantidas, passível de ser invocado em Tribunal. Artigo 6 20

21 Duração da Garantia 1. A Garantia entra em vigor na data da sua assinatura e expira 30 (trinta) Dias Úteis (conforme abaixo definido), após a última Data de Pagamento de Juros (Interest Payment Date) e Data de Reembolso (Reimbursement Date) estipulada nas Condições das Obrigações, sem prejuízo da subsistência da obrigação de pagamento das Obrigações Garantidas que entretanto tiverem sido accionadas antes dessa data. 2. Sem prejuízo do disposto no parágrafo 1 acima, caso os Titulares das Obrigações, uma vez expirada a Garantia, sejam obrigados a devolver as quantias recebidos a título de pagamento dos seus créditos, em resultado de processo de insolvência ou de qualquer processo judicial, a Garantia entrará novamente em vigor e voltará a ser plenamente válida e eficaz. Dia Útil significará um dia em que os Bancos estejam abertos ao público em Lisboa. A Garantia está redigida em duas versões, uma na língua Portuguesa e outra na língua Inglesa. Em caso de conflito entre as duas versões, a versão portuguesa prevalecerá. A Garantia está feita em seis exemplares de cada versão, cada um deles valendo como um original, destinando-se um deles ao Garante, um para cada Lead Manager e outro à Emitente. Lisboa, [ ] de 2009 O DIRECTOR-GERAL DO TESOURO E FINANÇAS Carlos Durães da Conceição [O representante autorizado do Garante de acordo com o disposto nos n.º s 1 e 2 do artigo 17º da Lei 112/ 97]. Morada para comunicações: Rua da Alfândega, 5-1º Lisboa Portugal Telefone Fax E mail [email protected] 21

22 GUARANTEE of the Portuguese Republic (the "Guarantor") relating to per cent. Guaranteed Notes due October 2019 (the Notes ) Issued by CP Comboios de Portugal, E.P.E. (the Issuer ) 22

23 Article 1 Obligations of the Guarantor 1. In accordance with Law n.º 112/97, of 16 September ( Law 112/97 ), the Portuguese Republic hereby unconditionally, in the exact terms and conditions of the Issuer s obligations, and irrevocably guarantees to any holder of the Notes and any of its successors and assignees (the Noteholders ) the due payment of the amounts corresponding to the principal and interest payable by the Issuer (the Guaranteed Obligations ) pursuant to the Terms and Conditions of the Notes (the Conditions ) which draft is attached to this Guarantee and form part hereof. 2. Terms defined in the Conditions of the Notes shall have the same meaning herein. 3. The purpose of this Guarantee is to ensure the compliance of the obligations of the Issuer set out in the Conditions arising in connection with the issue of the Notes. 4. The Guarantor hereby unconditionally, in the exact terms and conditions of the Issuer s obligations, and irrevocably renounces to the right to request the prior seizure of the assets of the Issuer (benefício da excussão prévia), under and for the purposes of article 640, section a) of the Portuguese Civil Code. 5. Under this Guarantee, the Portuguese Republic ensures at any time that the present and future responsibilities, assumed under this Guarantee, will constitute direct and unsubordinated obligations of the Guarantor which rank pari passu with all other present or future direct and unsubordinated obligations of the Guarantor, save for such obligations as may be preferred by mandatory provisions of law. Article 2 Calling of the Guarantee 1. The Guarantor will have the possibility to take the place of the Issuer and to make such payments in respect of the Guaranteed Obligations on the due dates, every time the Issuer recognizes it will be unable to satisfy the payment of capital and interest due under the Guaranteed Obligations in the due dates in order to avoid the full outstanding amounts in respect of the Notes to be declared immediately due and payable. 2. The Guarantee will be called by any Noteholder or its representative whenever the Issuer fails, in whole or in part, to pay any Guaranteed Obligation on its due date. The Guarantor hereby warrants that it will make payments in respect of the Guaranteed Obligations upon the first notification of any Noteholder or its representative and after confirmation with the Issuer that the claimed amounts correspond to the amounts unpaid by the Issuer on the due dates. 3. Without prejudice to the liability of the Guarantor for default interest under paragraph 4 of this clause, the verification/ confirmation by the Guarantor that the amounts claimed by any Noteholder or its representative correspond to the amounts which the Issuer failed to make on the due date under the Conditions shall take place within no more than 5 (five) Business Days (as defined below) after the first notification in respect thereof. For the avoidance of doubt, whenever the Issuer fails, in whole or in part, to pay any Guaranteed Obligation on its due date, the Guarantor shall remain liable under the Guarantee even if the Issuer does not provide confirmation of the claimed amounts within the said 5 (five) Business Days. 4. The Guarantor may only be called to perform the Guarantee upon first notification of any Noteholder or its representative and shall only be liable for the payment of default interest 23

24 from the date of the first notification served by registered mail, fax or or any other means permitted under Portuguese law. 5. All payments to be made by the Guarantor under this Guarantee shall be made without set off or counterclaim and without deduction for or on account of any present or future taxes, duties, withholdings or other charges of whatsoever nature unless the Guarantor is required by law to make such deduction. If so required, and in the exact terms of the Issuer s obligations under the Conditions, the Guarantor shall pay such amounts as may be necessary in respect of principal, interest, additional amounts or otherwise in order that the net amounts remaining after such deduction of such taxes, duties, withholding or other charges shall equal the respective amounts which would have been payable if no such deductions had been required to be made. Article 3 Modifications of the Terms and Conditions of the Notes Any modification to the Conditions of the Notes, shall be submitted to prior approval of the Guarantor. The Guarantor can only refuse to give its consent if such modifications are likely to affect its responsibilities under this Guarantee. Article 4 Warranties and Representations 1. The obligations arising from this Guarantee will not be affected by any change of the legal form of the Issuer or of its ownership. 2. The Guarantor warrants to the Noteholders that (i) the issue of the Guarantee has been duly approved and authorized in accordance with the provisions of Law n.º 112/97, of 16 September as well as any other applicable laws and regulations; (ii) the Guarantee has been duly executed; and (iii) the performance by the Guarantor of its obligations under the Guarantee is valid, legal and enforceable in accordance with the terms of Law no. 112/97, of 16 September, as well as any other applicable laws and regulations. Article 5 Governing Law 1. The rights and duties arising from this Guarantee shall be exclusively governed by the laws of the Portuguese Republic. Place of performance for the obligations of the Guarantor shall be Lisbon and the Guarantor elects the court of Lisbon ( Tribunal da Comarca de Lisboa ) as the competent court in case of litigation. 2. To the extent permitted by Portuguese law, the Guarantor declares that it is not entitled to any special entitlement or right, whether of judicial or patrimonial nature, towards the remaining parts involved in the Guaranteed Obligations and which is able to be claimed before the courts. Article 6 Term of the Guarantee 1. This Guarantee is effective as of the date hereof and shall expire 30 (thirty) Business Days (as defined below) after the last Interest Payment Date and Reimbursement Date set forth 24

25 in the Conditions of the Notes, without prejudice to the maintenance of the obligation to pay the Guaranteed Obligations which enforcement has been triggered before that date. 2. Irrespective of paragraph 1 above, should the Holders of the Notes, once the Guarantee has expired, be obliged to return the amounts received as payment of its credits, as a result of an insolvency or any other judicial procedure, the Guarantee will immediately recover its effectiveness and full force. Business Day shall mean a day on which banks are open for business in Lisbon. The Guarantee is written in two versions, one in the Portuguese language and the other in the English language. In the event of a conflict between the two versions, the Portuguese version shall prevail. The Guarantee is executed in six samples of each version, each one with the validity of an original copy, one being for the Guarantor, another for each Lead Manager and one for the Issuer. Lisbon, [ ] 2009 THE GENERAL DIRECTOR OF THE TREASURY AND FINANCE Carlos Durães da Conceição [The authorised representative of the Guarantor in accordance with the provisions of Law nº. 112/97 of 16th September, 1997 Articles 17(1) and (2)] Address for notices: Rua da Alfândega, 5-1º Lisboa Portugal Telefone Fax E mail [email protected] 25

26 USE OF PROCEEDS The net proceeds of the issue of the Notes, amounting to approximately 500,000,000 will be applied by the Issuer for general financing requirements in the course of the Issuer s general corporate purposes. 26

27 DESCRIPTION OFTHE ISSUER Introduction CP Comboios de Portugal, E.P.E. (formerly Caminhos de Ferro Portugueses, E.P.) ( CP or the Issuer ) was incorporated for an unlimited duration as a public company by Decree-Law no. 109/77, of 25 March, 1977, which was recently replaced by Decree-Law no. 137-A/2009, of 12 June, 2009 ( DL 137-A/2009 ) and transformed CP in a state-owned public law corporation ( entidade pública empresarial or E.P.E. ). Its registered office is at Calçada do Duque, no. 20, Lisbon, Portugal. CP enjoys separate legal personality and administrative, financial and asset ownership autonomy and is subject to the supervision of the Ministry of Finance and of Public Administration as well as of the Ministry of Public Works, Transport and Communications. The supervisory powers of those entities encompass powers to authorise and approve activities and investment plans, budgets and financial statements, application of income and utilisation of reserves, subsidies, compensatory indemnities and tariffs and prices policies to be applied by CP. The main corporate purpose of CP is the rendering of services of national and international passenger and freight transportation. In addition, CP may undertake activities ancillary to its main corporate purpose and, subject to Portuguese Government approval, it may incorporate subsidiaries and acquire interests in existing corporate entities. CP s by-laws were recently replaced by DL 137-A/2009 which approved the new legal regime applicable to CP. This Decree-Law endeavours to render effectiveness to the regime established in Decree-Law no. 558/99, of 17 December, 1999, as republished by Decree-Law no. 300/2007, of 23 August, 2007 and amended from time to time ( DL 558/99 ) which intended to submit such entities, as far as possible, to the law generally applicable to private companies. Pursuant to DL 137-A/2009 CP may, subject to the previous consent of the supervisory entities, sub-concede the operation of the public railway service through the launch of procurement procedures, along with the temporarily assignment of its establishment, including rolling stock and fixed assets required for the operation. CP remains the sole entity entitled to the concession of the Portuguese passenger railway transportation, except as concerns the concession of approximately 20.7 kilometres granted to FERTAGUS, SA for the transport of passengers ( eixo norte-sul ). The DL 137-A/2009 further foresees the possibility of autonomization of certain areas of activity of CP. In this context, it was incorporated a new private company CP Carga Logística e Transportes Ferroviários de Mercadorias, S.A., which initial share capital is wholly held by CP and which corporate purpose is the operation of freight transportation on railway. As a Portuguese State-owned company, CP is not subject to the general regime applicable to private companies in respect of winding-up and liquidation, as well as to the regime pertaining to company s recovery procedures, since under DL 558/99 E.P.E. may only be subject to such proceedings if so determined by a special Decree-Law. Accordingly, rules relating to windingup, liquidation or company s recovery procedures will only apply to the extent defined in the relevant decree-law. Ownership and Capital Structure The capital of CP is composed of financial allocations and other appropriations from the Portuguese State and other public entities. As of the date hereof, the statutory capital of CP amounts to EUR 1,995,317,000 wholly owned by the Portuguese State. As an E.P.E. 100 per cent. of CP s statutory capital is, and will always be required to be, owned by the Portuguese State or by other public entities. 27

28 Business Evolution of the rail sector framework Restructuring processes for railway transportation systems undertaken in various countries have shown that no single strategy satisfactorily addresses the core problems affecting the rail sector, such as loss of competitive edge, increased indebtedness and costs for the relevant State. Accordingly, there was the need for a multifaceted approach aimed at economic rationalisation of the railway system, fitted to the particular circumstances of each country, in terms of market characteristics, social goals and budgetary constraints. To overcome the above mentioned problems, a strategy was put in place to revitalise the railways in Europe aiming to promote market opening, improve performance of rail freight, create incentives for product innovation and service quality and encourage the development of a sustainable, well integrated and efficient rail system. Rail legislation in the early nineties introduced a certain degree of market opening and impelled the railways to focus more on competitiveness. Since then, the European Commission has put forward additional initiatives such as the first and second railway package. The first railway package ( First Railway Package ) contained in Directive no. 2001/12/EC, of 26 February, 2001 ( Directive 2001/12/EC ), Directive no. 2001/13/EC, of 26 February 2001 ( Directive 2001/13/EC ) and Directive no. 2001/14/EC, of 26 February, 2001 ( Directive 2001/14/EC ) was intended to: open the international rail freight market; create a common framework for the development of European railways; clarify the formal relationship between the State and the infrastructure manager and between the infrastructure manager and railway operators; establish the conditions that freight operators must meet in order to be granted a licence to operate services on the European rail network; and introduce a defined policy for capacity allocation and infrastructure charging. The Directives 2001/12/EC, 2001/13/EC and 2001/14/EC were transposed to the Portuguese law through Decree-Law no. 270/2003, of 28 October, 2003 ( DL 270/2003 ), which has been the crucial element of the present regulatory framework for the railway sector, on one hand by implementing an innovative legal and economical framework for the promotion of the railway development, through the opening to new operators, namely on the freight transportation and by submitting all players to the national and European competition rules and on the other hand by improving the railway sector initiated in 1997 with the separation of the infrastructure management and the operation which resulted in the creation of REFER - Rede Ferroviária Nacional, E.P., which have been transformed in an E.P.E. by Decree-Law no. 141/2008, of 22 July, 2008, and is now designated as REFER Rede Ferroviária Nacional, E.P.E. ( REFER ). At the outset of the crucial phase of the restructuring process in 1997, economic rationalisation of the railway transportation system had as its starting point the phasing out of monolithic companies, with the split of infrastructure management and transportation service activities. Notwithstanding, such split cannot be considered as an end itself. It must be associated with a new philosophy of State intervention in the sector, allowing for some degree of subsidies granted to the infrastructure network, the use of which is paid for by transportation operators who enter into public service agreements with the State including for financial compensation to fund shortfalls between the costs of an efficient service and the revenues prescribed by the State or, as an alternative, liberalisation of prices and direct subsidies for eligible passengers. The second railway package ( Second Railway Package ) contained in Directive no. 2004/49/CE, of 29 April, 2004 (as amended by Directive no. 2008/110/EC, of 16 December, 2008) ( Directive 2004/49/EC ) and Directive no. 2004/51/CE, of 29 April, 2004 (which 28

29 amended Directive 91/440/CEE, of 29 July, 1991) ( Directive 2004/51/EC ), among other things, opened up both national and international freight services on the entire European network from 1 January 2007, laid down a procedure for granting the safety certificates which every railway company must obtain before it can run trains on the European network and harmonises safety levels across Europe. The Directives 2004/49/EC and 2004/51/EC were transposed by Decree-Law no. 231/2007, of 14 of June, 2007 which envisaged the completion of the regulatory framework and proceeded with the efforts for the achievement of the integrated European railway network. The scope and depth of issues affecting the Portuguese railway system centre around CP which, despite recent advances in the restructuring of the rail sector, had not, until recently, shown signs of being an economically and financially balanced system. This is a goal in itself and is only achievable through the balance of its component organisations and the definition, stabilisation and discipline of relations as between them and, more importantly, as between each one of these organisations and the Portuguese State. Cultural and management changes required by the new organisation of the railway system are mainly focused on the market, aiming at delivering quality services capable of satisfying customer needs. However, the success of the implementation of this strategy is subject to, inter alia, the removal of constraints on the company s activity in at least one of two ways, either modification of the pricing system or contracting of the company s service, with a strict approach to relations with the State ensuring an efficient system of compensation for the company for performing the regulated activity. In effect, the State may impose on CP restrictive conditions in the name of public interest. lt may, for example, impose a tariff s policy insufficient to cover total operating costs, force the company to provide transport services on terms different from commercially prevalent market conditions or maintain surplus employees or resort to credit caused by delays in the payment of compensation or capital allocations to which the company is entitled. Whenever justified by the public interest, the State may, in return for its undertaking to make compensatory payments albeit subject to deferral, require CP to endure conditions, pricing included, which may affect the rationality of its economic and financial management. Given the significance of accumulated historical deficits and unpaid but due financial compensations, the first implementation phase of this restructuring was effected through the transfer to REFER of part of CP s assets and liabilities and infrastructure operation, whereupon two significant issues arose: Financial recovery; and Creation of conditions of operating efficiency and economic and financial sustainability of the entities in the new system. The transfer of certain CP activities and assets to REFER, which was completed in the year 2000, was the beginning of the process of financial recovery. Financial recovery was also achieved through an increase of the CP statutory capital subscribed by the Government in 1997 and In the future, CP expects that financial support from the Portuguese State will continue through: the allocation of new sums of capital; the approval of a new tariff policy; and the approval of new public service contracts, defining appropriate operating subsidies, according to the rules defined in the new CP s by-laws that were recently approved by DL 137-A/

30 As a result of the improvement of the conditions in the operation sector, CP acquired the status of a fully certified company according to international standard ISO 9001:2000 REFER Portuguese legislation (specifically Decree-Law no. 104/97, of 29 April, 1997 which created REFER) consolidated the principle whereby it is the responsibility of the Portuguese State and not of the transport railway company to finance investments in long-lasting infrastructure ( infraestruturas de longa duração ). REFER was created as a state-owned company to provide the public service of managing the infrastructure which makes up the national rail network and it has been assigned specific objectives for infrastructure development, modernisation and efficiency in order to adapt it to prevailing needs of the economy and the population. As responsibilities assigned to this entity are limited to infrastructure matters, conditions were established for the opening of the rail transportation to private operators. The rationalisation of the operation of the transportation sector by establishing rates for use of the railway infrastructure generating economic efficiency, aims to render its use viable for the railway operators and consistent with the model of European Union common transportation policy. REFER was developed in phases, regarding the transfer of responsibilities, assets and liabilities from CP. REFER s current management principles aim to ensure its economic viability and financial balance, having regard to legally mandatory conditions and those arising from public service obligations. Usage fees charged to railway operator users of the rail infrastructure have from the outset been considered the main income source for REFER. CP has a legal obligation to pay REFER an access fee for the use of rail infrastructure. This infrastructure charge is linked to several factors including the cost of maintenance of assets. Within the Program for the restructuring of the Central Administration of the State, more precisely within the restructuring of the Ministry of Public Works, Transport and Communications, it was created the Institute of Mobility and Terrestrial Transport ( Instituto da Mobilidade e Transporte Terrestre, I.P. ) which integrates the powers of the extinguished National Institute of Rail Transport and which contains an organic unity with regulatory functions for the railway activities, namely regarding the rules and criteria for the infrastructure charge to be proposed by REFER. Decree-Law no. 231/2007, of 14 June, 2007 ( DL 231/2007 ) establishes that REFER is under the obligation to prepare a Network Statement, after consulting with, among others, the railway operators. The Network Statement provides the features of the Portuguese rail network and details the general conditions for acquiring capacity on the network and use of inherent services. Apart from the network s features, this document contains the access conditions, describes the services offered by REFER to the Railway Undertakings (RUs) purporting to run services over the system and includes the charges and pricing principles along with the respective methodology and regulations for calculating tariffs. In accordance with Decree-Law 270/2003, as amended by Decree-Law 231/2007, the Network Statement provides the RUs with the essential information they need to gain access to the Portuguese railway infrastructure managed by REFER and opened to rail transport. Thus, the Network Statement contains general rules, deadlines, procedures and criteria relating to charging systems and capacity allocation, including other information required by applicants to use the infrastructure capacity. Regulatory Institute 30

31 The Institute for Mobility and Ground Transports ( Instituto da Mobilidade e dos Transportes Terrestres or IMTT ) was created pursuant to Decree-Law no. 147/2007, of 27 April, 2007 and encompasses the previous attributions of the National Institute of Railway Transportation ( Instituto Nacional do Transporte Ferroviário ). IMTT shall assure mechanisms which effectively guarantee the access and exercise of the activity by the railway transportation operators in accordance with the capacity of the available infrastructure and grant equitable treatment rules instead of discriminatory rules. In this context, it has been established a structure endowed with functional independence, for the treatment of the issues strictly regulatory of the railway sector. Commercial Activity CP has been carrying out its commercial activities in accordance with the Strategic Orientations for the Railway Sector, which gave rise to CP Mais, which is the company s Strategic Plan for the four year period 2007/2010 and also in accordance with the General Orientations for the State Corporate Sector issued by the Directorate-General of the Treasury and Finance and by the Ministry responsible for the transport sector. The referred Plan and Orientations envisage, among others, the enhancement of CP activities as to create a sustained rise in demand. CP s positive response, whenever possible, to the customers needs, namely by the implementation of new schedules, and the improvement of new operation models fostered a growing demand. The reopening of the Rossio tunnel has also played its role in this growing demand. Its closure in October 2004 forced CP to find alternative transport solutions for its customers which resulted in operation losses, being the respective compensation still pending. CP has also developed popular seasonal and touristic trips, increased train services to the beaches, intensified its transport offer in Lisbon on Friday and Saturday nights and on evenings prior to holidays and offered special trains during local, regional and national events which attract larger number of customers. In respect of the rolling stock CP has increased CP Oporto s rolling stock and has given a new image to the rolling stock assigned to intercity routes. Additionally, CP has improved its services in terms of safety, ticket sales and communication. Within the context of the High Speed Rail project, CP has presented a report to the government supervision entity revealing the clear advantage of having CP as the manager of the high speed network, particularly in order to take profit of synergies and the creation of maximum value associated to this option. For the future, CP s activities will continue to comply with the objectives of the CP Mais strategic transformation plan. Accordingly, CP highlights the following opportunities/challenges which it will be facing: Completion of the Contactless ticketing system and controlled access at the stations of CP Lisbon; Launch of the tender to acquire Rolling Stock for the urban services of Lisbon and Oporto, as well as for the Regional network; Assertion that CP is clearly the only qualified High Speed operator; Commitment to attract new customers by implementing new service concepts, facilitating sales through new means of sale, developing partnerships and participating in various events are the main measures planned for Maintenance of the process to optimise activities by always emphasising safety and service quality. 31

32 CP s Sources of Revenues CP s operations have not generated in the past and are not expected to generate in the future sufficient revenues to cover operating costs, thus rendering CP dependent on public sector funding and other subsidies received from the Portuguese State and, occasionally from other inter-governmental authorities, including European Union. According to CP s by-laws, CP is entitled to receive provisions from the State or from other public entities, grants and financial compensations as a result of its assumption of public service obligations. The Portuguese State has always made capital contributions to the Issuer in amounts sufficient to ensure that CP is able to meet all of its obligations towards creditors. CP has an international public rating from S&P of A-. Management and Employees As a company whose capital is wholly-owned by the Portuguese State, the management of CP shall be conducted by a Board of Directors appointed by the Government. This results from CP s by-laws recently approved by DL 137-A/2009. Notwithstanding, DL 137-A/2009 states that the existent CP s corporate bodies shall keep their functions until the appointment of new corporate bodies. Thus, as no appointment has been made until the date hereof, the previous Management Board ( Conselho de Gerência ) assumed the full functions of the Board of Directors and is the duly Board, composed by the following members: Board of Directors ( Conselho de Administração ) Chairman Francisco José Cardoso dos Reis Vice-President José Salomão Coelho Benoliel Directors ( vogais ) Paulo José da Silva Magina Nuno Alexandre Baltazar de Sousa Moreira Ricardo Manuel da Silva Monteiro Bexiga The Board of Directors meets on a regular basis, but at least every week, and on an extraordinary basis whenever convened by the Chairman or by any member of the Board of Directors. The decisions of the Board of Directors shall only be valid provided they are taken in meetings attended by the majority of its members. The Chairman has a deciding vote. Supervisory Board ( Conselho Fiscal ) As per the Issuer s by-laws approved by DL 137-A/2009 the Issuer shall have a Supervisory Board composed by three members to be appointed by the Portuguese Government. As no appointment has yet been made, the Supervisory Commission ( Comissão de Fiscalização ) existent pursuant to the previous by-laws shall remain in office until such appointment is made. This Supervisory Commission meets on a regular basis, at least every month, and on an extraordinary basis whenever convened by the Chairman of the Supervisory Commission or any of its members. The Supervisory Commission in office has the following members: Chairman Issuf Ahmad Members 32

33 José Luís Arreal Alves da Cunha, Revisor Oficial de Contas, e Carlos Fernando Moreira de Carvalho The Supervisory Board once appointed shall meet at least every three months and whenever convened by its Chairman or the Chairman of the Board of Directors. Statutory auditor ( Revisor Oficial de Contas ) The audit and monitoring of the activity of the Issuer shall be carried out by a Statutory auditor, proposed by the Supervisory Board ( Conselho Fiscal ) and appointed by a joint governmental order issued by the Minister of Finance and the Minister of Public Works, Transport and Communications. Presently, the Issuer has as an external Auditor KPMG & Associados Sociedade de Revisores Oficiais de Contas, S.A., in accordance with the requirements of the Ministry of Public Works, Transport and Communications and with legal corporate requirements. Advisory Board ( Conselho consultivo ) CP shall have an Advisory Board composed by two representatives designated by the members of the Portuguese Government responsible for the finance and transportation areas, one representative designated by IMTT, one representative designated by the Metropolitan Authority for the Lisbon Transports ( Autoridade Metropolitana de Transportes de Lisboa ), one representative designated by the Metropolitan Authority for the Oporto Transports ( Autoridade Metropolitana de Transportes do Porto ) and one representative designated by the CP s employees. The members of this Advisory Board are appointed for a three-year term. The following tables set out the gross remuneration paid in 2008 to the current members of the Management Board, Supervisory Commission and Audit Committee: Management Board: Gross remuneration Chairman Vice-President and Members EUR 4, (12X per year plus holydays and Christmas subsidy) EUR 1, (12X per year) as representation expenses) EUR 4, (12X per year plus holydays and Christmas subsidy) EUR 1, (12X per year) as representation expenses) Supervisory Commission: Chairman Members EUR 14, EUR 23, EUR 11, The following shows the members of the Board of Directors and their positions in participated companies, as at the date hereof: EMEF - Chairman - Francisco José Cardoso dos Reis Director - Paulo José da Silva Magina 33

34 FERNAVE Chairman - Ricardo Manuel da Silva Monteiro Bexiga Director - Nuno Alexandre Baltazar de Sousa Moreira ECOSAÚDE Chairman - Ricardo Manuel da Silva Monteiro Bexiga FERGRÁFICA Chairman - Paulo José da Silva Magina Director - Ricardo Manuel da Silva Monteiro Bexiga TIP and OTLIS Director - Nuno Alexandre Baltazar de Sousa Moreira The Issuer is bound by: (a) The joint signatures of two members of the Management Board or the Board of Directors once appointed, one being the Chairman; or (b) By the signature of one member of the Management Board or the Board of Directors once appointed, within the scope of its delegation powers; or (c) By the signature of attorneys within the scope of the respective delegation powers; or (d) By two members of the Supervisory Board (once it is appointed) in the cases where the law establishes its respective representation powers. The business address of the Directors is Calçada do Duque no. 20, Lisbon, Portugal. Employees At 31st December, 2008, CP had a total operating staff of 4,217 employees. During 2008, 97 people joined and 103 left the Issuer. The admissions have increased 10.23% in relation to the previous year and have been effected in the operational categories: commercial assistants and machinery operator. In 2008 the volume of supplemental work increased 4.14% as a result of the growth of the activity not followed by an employee increase. On the contrary, the absenteeism has maintained its decreasing tendency, achieving its lower level, with 6.85%. The Issuer has executed an agreement with almost all of the Unions representative of its employees over salary and pecuniary matters. The Issuer has also maintained its investment on the qualification of its employees through professional training. Litigation As at 31st December, 2008, CP had the following pending legal proceedings: Comment [K1]: Avaliar retirar este ponto Ongoing Legal Proceedings Provision Aveiro Customs (missing tobacco) (a).. 30,332, Other (b) 4,327, (a) Taxes involved in the legal action brought by the Portuguese customs authorities Transfesa-Tobacco Process, which CP is contesting. The amount of the provision is Comment [K2]: Decomposição? O valor de provisões com esta natureza ascende a 3,3 MEUR 34

35 equivalent to 50 per cent. of the amount of the proceeding at the beginning. Although the amount of the proceeding has been decreasing as a result of the Issuer s contest the Issuer has not, as a cautious measure, reduced the initial provision; (b) Claims for damages in railway accidents, labour suits and other proceedings for which CP has made a provision based on the amount of liability in a worst-case scenario. Financial Year The financial year of CP is the calendar year. Summary Financial Information (Non-consolidated financial statements) The following summary financial information has been extracted from the audited nonconsolidated financial statements contained in CP s Annual Reports for the years 2007 and

36 PROFIT & LOSS ACCOUNT Year ended 31st December, ( ' 000) Costs and Losses Cost of materials consumed 18, ,000.0 Third party supplies and services 141, ,506.6 Personnel costs 141, ,676.5 Depreciation and amortization expense 74, ,065.4 Adjustments and Provisions 5, ,935.0 Taxes Other operating expenses 62, , , ,957.9 Interest and other financial expenses 152, , , ,511.7 Extraordinary losses , , ,104.2 Income taxes , ,415.7 Net profit (loss) for the year -190, , , ,526.9 Income and Gains Services rendered 290, Variation in production Own work capitalised Supplementary income 10, ,313.8 Reversals of depreciation and adjustments 6, ,571.6 Other operating income 37, , , ,003.5 Interest and other financial income 44, , , ,920.7 Extraordinary gains 18,365 29, , ,

37 BALANCE SHEET Year ended 31st December, ( ' 000) Fixed Assets Intangible assets Tangible assets 1,172,367 1,198,130 Investments 25,981 23,250 Current assets Inventories 5,493 4,247 Accounts receivables - medium and long term short term 78,231 62,199 Cash and Banks 4,414 9,705 Accruals and Deferrals 67,533 53,515 Total Assets 1,354,746 1,351,809 Equity and Liabilities Statutory Capital 1,995,317 1,995,317 Adjustments to equity holdings in subsidiaries and associate companies 2,817 2,817 Revaluation reserves 88,611 92,777 Reserves: Legal reserve Statutory reserve 1,307 1,307 Other reserves 97,016 97,596 Retained earnings / (losses) -4,008,396-3,829,012-1,823,303-1,639,173 Net profit (loss) for the year -190, ,889 Total Equity -2,013,689-1,823,062 Liabilities Provisions 46,851 50,982 Medium and long-term liabilities 2,615,932 2,350,054 Short-term liabilities 410, ,923 Accruals and Deferrals 295, ,912 Total Liabilities 3,368,435 3,174,871 Total Equity and Liabilities 1,354,746 1,351,809 37

38 TAXATION IN PORTUGAL AND ELIGIBILITY FOR THE PORTUGUESE DEBTSECURITIES TAX EXEMPTION REGIME The following is a summary of the material Portuguese and EU tax consequences with respect to the Notes. The summary does not purport to be a comprehensive description of all of the tax considerations that may be relevant to any particular Noteholder, including tax considerations that arise from rules of general application or that are generally assumed to be known to Noteholders. This discussion is based on Portuguese law as it stands at the date of this Information Memorandum and is subject to any change in law that may take effect after such date. Prospective investors in the Notes should consult their professional advisers with respect to particular circumstances and the effects of state, local or foreign laws to which they may be subject. Noteholders who are in doubt as to their tax position should consult their professional advisers. Portuguese Taxation Economic benefits derived from interest, amortisation, reimbursement premiums and other instances of remuneration arising from the Notes are designated as investment income for Portuguese tax purposes. General tax regime applicable on debt securities According to the Portuguese general tax provisions, investment income on the Notes paid to a holder of Notes (who is the effective beneficiary thereof (the Noteholder )) considered to be resident for tax purposes in the Portuguese territory or to a non-portuguese resident having a permanent establishment therein to which income is imputable, is subject to withholding tax at a rate of 20 per cent., except where the Noteholder is either a Portuguese resident financial institution (or a non-resident financial institution having a permanent establishment in the Portuguese territory to which income is imputable) or benefits from a reduction or a withholding tax exemption as specified by current Portuguese tax law. In relation to Noteholders that are corporate entities resident in the Portuguese territory (or non-residents having a permanent establishment therein to which income is imputable), withholding tax is treated as a payment on account and, therefore, such Noteholders are entitled to deduct it from their final corporate income tax liability. In relation to Noteholders that are individuals resident in the Portuguese territory, withholding tax shall be considered as final, unless the individual elects to include the income received on the Notes in his taxable income, to be subject to tax at progressive rates of up to 42 per cent. In this case, the tax withheld is deemed to be a payment on account of the final tax due. Investment income on the Notes paid to Noteholders considered as non-residents in the Portuguese territory (and having no permanent establishment therein to which income is imputable) is also subject to withholding tax at a final withholding tax rate of 20 per cent. This withholding tax rate may be reduced in accordance with any applicable double taxation treaty entered by Portugal, subject to compliance with certain procedures and certification requirements of the Portuguese tax authorities, aimed at verifying the non-resident status and eligibility for the respective tax treaty benefits. Special debt securities tax regime Pursuant to Decree-Law 193/2005, of 7 November 2005, as amended from time to time, investment income paid to non-portuguese resident Noteholders in respect of debt securities registered with a centralised system recognised by the Portuguese Securities Code and complementary legislation (such as the Central de Valores Mobiliários, managed by Interbolsa), as well as capital gains derived from a sale or other disposition of such Notes, will be exempt from Portuguese income tax provided that the requirements describer hereunder are met. 38

39 Regarding capital gains, such exemption will apply provided that those gains: (i) are realised by non-portuguese resident entities having no permanent establishment located in the Portuguese territory to which such gains are imputable; (ii) that the non-resident entities are not residents in the countries or territories included in the Portuguese blacklist (those countries and territories listed in Portaria 150/2004, of 13 February 2004); (iii) that, in case of legal entities, such non-residents are not held, directly or indirectly, in more than 25 per cent by Portuguese residents, as required by Article 27.º of the Portuguese Tax Benefits Statute. As far as the investment income derived on the Notes is concerned, in order for the withholding tax exemption to apply, Decree-Law 193/2005 requires that the Noteholders are: (i) neither residents in the Portuguese territory (or have any registered or deemed permanent establishment therein to which interest is imputable); (ii) nor residents in the countries or territories included in the Portuguese blacklist (countries and territories listed in Portaria 150/2004, of 13 February 2004), with the exception of central banks and governmental agencies located in those blacklisted jurisdictions, and (iii) in the case of being legal entities, provided that not more than 20 per cent. of its share capital is held, whether directly or indirectly, by Portuguese residents. For purposes of application at source of this tax exemption regime, Decree-Law 193/2005 requires completion of certain procedures and certifications. Under these procedures (which are aimed at verifying the non-resident status of the Noteholder), the Noteholder is required to hold the Notes through an account with one of the following entities: (i) a direct registered entity, which is an entity affiliated with the clearing system recognised by the Portuguese Securities Code; (ii) an indirect registered entity, which, although not assuming the role of the direct registered entities, is a client of the latter; or (iii) entities managing an international clearing system, which are entities operating with the international market to clear and settle securities transactions. For purposes of the exemption granted under Decree-Law 193/2005, the Portuguese Government has recognised both Euroclear Bank S.A./N.V. ( Euroclear ) and Clearstream Banking, société anonyme ( Clearstream ) as entities managing an international clearing system. 1. Domestic Cleared Notes held through a direct or indirect registered entity Direct registered entities are required, for purposes of Decree-Law 193/2005, to register the Noteholders in one of two accounts: (i) an exempt account or (ii) a non-exempt account. Registration of the Notes in the exempt account is crucial for the exemption to apply. For this purpose, the registration of the non-resident Noteholders in an exempt account, allowing application of the exemption upfront, requires evidence of the non-resident status, to be provided by the Noteholder to the direct registered entity (this will have to be made by no later than the second ICSD Business Day prior to the Relevant Date as defined in Conditions of the Notes Condition 6 (Taxation) as follows: (a) if the Noteholder is a central bank, public institution, international body, credit or financial institution, a pension fund or an insurance company, with its head office in any OECD country or in a country with which the Portuguese Republic has entered into a double tax treaty, the Noteholder will be required to prove its non-resident status by providing: (a) its tax identification; or (b) a certificate issued by the entity responsible for its supervision or registration, confirming the legal existence of the Noteholder and its head office; or (c) a declaration of tax residence issued by the Noteholder itself, duly signed and authenticated, if the Noteholder is a central bank, a public law entity taking part in the public administration (either central, regional or peripheral, indirect or autonomous of the relevant country), or an international body; or (d) proof of non- residence pursuant to the terms of paragraph (c) below; and (b) if the Noteholder is an investment fund or other collective investment scheme domiciled in any OECD country or in a country with which the Portuguese Republic has entered into a double tax treaty, it shall make proof of its non-resident status by providing any of the following documents: (a) a declaration issued by the entity responsible for its supervision or registration or 39

40 by the relevant tax authority, confirming its legal existence, domicile and law of incorporation; or (b) proof of non-residence pursuant to the terms of paragraph (c) below; (c) other investors will be required to make proof of their non-resident status by way of: (a) a certificate of residence or equivalent document issued by the relevant tax authorities; (b) a document issued by the relevant Portuguese Consulate certifying residence abroad; or (c) a document specifically issued by an official entity which forms part of the public administration (either central, regional or peripheral, indirect or autonomous) of the relevant country. The Noteholder must provide an original or a certified copy of such documents and, as a rule, if such documents do not refer to a specific year and do not expire, they must have been issued within the three years prior to the relevant payment or maturity dates or, if issued after the relevant payment or maturity dates, within the following three months. 2. Internationally Cleared Notes held through an entity managing an international clearing system If the Notes are registered in an account with an international clearing system (either with Euroclear and Clearstream) and the management entity of such international clearing system undertakes not to provide registration services in respect of the Notes to (i) Portuguese tax residents that do not benefit from either an exemption or waiver of Portuguese withholding tax, and (ii) to non-resident entities for tax purposes which do not benefit from the above Portuguese income tax exemption, the proof required to benefit from the exemption will be made by no later than the second ICSD Business Day prior to the Relevant Date as defined in Conditions of the Notes Condition 6 (Taxation) as follows: 1. Through the presentation of a certificate, on a yearly basis, with the name of each beneficial owner, address, tax payer number (if applicable), the identity of the securities, the quantity held and also the reference to the legislation supporting the exemption or the waiver of Portuguese withholding tax. The following corresponds to the wording and contents of the form of certificate for exemption from Portuguese withholding tax on income from debt securities, as contained in Order (Despacho) nº 4980/2006 (second series), published in the Portuguese official diary, second series, nº 45, of 3 March 2006, issued by the Portuguese Minister of Finance and Public Administration (currently, Ministro das Finanças e da Administração Pública): CERTIFICATE FOR EXEMPTION FROM PORTUGUESE WITHHOLDING TAX ON INCOME ARISING FROM DEBT SECURITIES (PARAGRAPH 1 OF ARTICLE 17 OF THE SPECIAL TAX REGIME APPROVED BY THE DECREE-LAW 193/2005, OF 7 NOVEMBER 2005) The undersigned Participant hereby declares that he holds debt securities covered by the special tax regime approved by Decree-Law 193/2005, of 7 November (the Securities ), in the following securities account number.. (the Account ) with. (name and complete address of the international clearing system managing entity). We will hold these Securities in our capacity of beneficial owner or in our capacity of intermediary, holding Securities on behalf of one or more beneficial owners, including ourselves, if applicable, all of whom are eligible for exemption at source from Portuguese withholding tax according to Portuguese legislation. We are: Name:.. Residence for tax purposes (full address): Tax ID Number:. We hereby certify that, from the date hereof until the expiry date of this certificate: A. We are the Beneficial Owner of the following Securities: 40

41 Security ISIN or Common Code Security description Nominal position And we hereby declare that we are not liable to Portuguese withholding tax, in accordance with the applicable legislation, indicated hereafter: Special Tax Regime approved by the Decree-Law 193/2005, of 7 November Art. 90 of CIRC (Corporate Income Tax Code) Exemption from withholding tax B. We are intermediaries of the following Securities: Security ISIN or Common Code Security description Nominal position Which are held on behalf of: Name: Residence for tax purposes (full address): Tax ID Number: And we attach a Statement of Beneficial Ownership, which includes the justification for the exemption of Personal or Corporate Income withholding tax. We hereby undertake to provide the (name of the international clearing system managing entity) with a document proving the exemption of personal or corporate income tax referred in the attached statement of beneficial ownership, whenever the beneficial owner is not a central bank, public institution, international body, credit institution, financing company, pension fund and insurance company resident in any OECD country or in a country with which the Portuguese Republic has concluded a Convention for the Avoidance of International Double Taxation, on behalf of which we hold Portuguese debt securities in the Account. We hereby undertake to notify the.. (name of the international clearing system managing entity) promptly in the event that any information contained in this certificate becomes untrue or incomplete. We acknowledge that certification is required in connection with Portuguese law and we irrevocably authorise (name of the international clearing system managing entity) and its Depositary to collect and forward this certificate or a copy hereof, any attachments and any information relating to it, to the Portuguese authorities, including tax authorities. 41

42 This certificate is valid for a period of twelve months as from the date of signature: Place: Date: Authorised Signatory Name Title/Position Authorised Signatory Name Title/Position 42

43 Appendix Statement of Beneficial Ownership The undersigned beneficiary: Name: Address: Tax identification number: Holding via the following financial intermediary: Name of the financial intermediary: Account number: The following securities: Common Code /ISIN code: Security name: Payment date: Nominal position: Hereby declares that he/she/it is the beneficial owner of the above-mentioned securities and nominal position at the payment date / / ; and Hereby declares that he/she/it is not liable to withholding tax, in accordance with the applicable legislation, indicated hereinafter (tick where applicable): Special Tax Regime approved by the Decree-Law 193/2005, of 7 November.. Art. 90 of CIRC (Corporate Income Tax Code) Exemption from withholding tax Art. 9 of CIRC State, Autonomous Regions, local authorities, their associations governed by public law and social security federations and institutions 43

44 Art. 10 of CIRC General Public Interest Companies, Charities and other nongovernmental social entities; exemption by the Ministerial Regulation nº.., published in Diário da República.. Art. 16 of EBF (Tax Incentives Statute) Pension Funds and assimilated funds Art. 21 of EBF Retirement Savings Funds (FPR), Education Savings Funds (FPE), Retirement and Education Savings Funds (FPR/E) Art. 23 of EBF Venture Capital Investment Funds Art. 26 of EBF Stock Savings Funds (FPA) Other legislation (indicate which) This document is to be provided to the Portuguese tax authorities, if requested by the latter, as foreseen in the Article 17 of the Special Tax Regime approved by the Decree-Law 193/2005, of 7 November. Authorised signatory: Name: Function: Signature: Alternatively, through a yearly declaration that states that the beneficial owners are exempt or not subject to withholding tax. This declaration is complemented with a disclosure list, on each coupon payment date, of each beneficial owner s identification, with the name of each beneficial owner, address, tax payer number (if applicable), the identity of the securities, the quantity held and also the reference to the legislation supporting the exemption or the waiver of Portuguese withholding tax. The following corresponds to the wording and contents of the form of statement for exemption from Portuguese withholding tax on income from debt securities, as contained in Regulatory Notice (Aviso) nº 3714/2006 (second series), published in the Portuguese official diary, second series, nº 59, of 23 March 2006, issued by the Portuguese Secretary of State for Fiscal Affairs (currently, Secretário de Estado dos Assuntos Fiscais): STATEMENT FOR EXEMPTION FROM PORTUGUESE WITHHOLDING TAX ON INCOME ARISING FROM DEBT SECURITIES (PARAGRAPH 2 OF ARTICLE 17 OF THE SPECIAL TAX REGIME APPROVED BY THE DECREE-LAW 193/2005, OF 7 NOVEMBER) The undersigned Participant hereby declares that he holds or will hold debt securities covered by the special tax regime approved by Decree-Law 193/2005, of 7 November (the Securities ), in the following securities account number.. (the Account ) with. (name and complete address of the international clearing system managing entity). 44

45 We hold or will hold these Securities in our capacity of beneficial owner or in our capacity of intermediary, holding Securities on behalf of one or more beneficial owners, including ourselves, if applicable, all of whom are eligible for exemption at source from Portuguese withholding tax according to Portuguese legislation. 1. We are: Name:.. Residence for tax purposes (full address): Tax ID Number:. We hereby undertake to provide the (name of the international clearing system managing entity) with a list of Beneficial Owners at each relevant record date containing the name, residence for tax purposes, Tax Identification Number and nominal position of Portuguese debt Securities for each Beneficial Owner, including ourselves if relevant, on behalf of which we hold or will hold Portuguese debt securities in the Account. We hereby undertake to notify the (name of the international clearing system managing entity) promptly in the event that any information contained in this certificate becomes untrue or incomplete. We acknowledge that certification is required in connection with Portuguese law and we irrevocably authorise (name of the international clearing system managing entity) and its Depositary to collect and forward this certificate or a copy hereof, any attachments and any information relating to it, to the Portuguese authorities, including tax authorities. This certificate is valid for a period of twelve months as from the date of signature: Place: Date: Authorised Signatory Name Title/Position Authorised Signatory Name Title/Position 45

46 Appendix List of Beneficial Owners For: Interest due / / Security code (ISIN or Common Code): Security description: Securities Clearance Account Number: We certify that the above Portuguese debt securities are held on behalf of the following Beneficial Owners: Name Tax identification number Residence for tax purposes Quantity of Securities Legal basis of the exemption from withholding tax ode (*) C Legislatio n(**) (*) Indicate the legal basis of the exemption from withholding tax in accordance with the following table: Code Legal basis of the exemption 1 Special tax Regime approved by the Decree-Law 193/2005, 7 of November 2 Art. 90 of CIRC (Corporate Income Tax Code) Exemption from withholding tax 3 Art. 9 of CIRC State, Autonomous Regions, local authorities, their associations governed by public law and social security federations and institutions 4 Art. 10 of CIRC General Public Interest Companies, Charities and other nongovernmental social entities 5 Art. 16 of EBF (Tax Incentives Statute) Pension Funds and assimilated funds 6 Art. 21 of EBF Retirement Savings Funds (FPR), Education Savings Funds (FPE), Retirement and Education Savings Funds (FPR/E) 7 Art. 23 of EBF Venture Capital Investments Funds 8 Art. 26 of EBF Stock Savings Funds (FPA) 9 Other legislation 46

47 (**) The fulfilment of this column is mandatory when the code 9 is indicated in the previous column. -*- The two documents referred to in (a) or (b) above shall be provided by the participants (i.e. the entities that operate in the international clearing system) to the direct registering entities, through the international clearing system managing entity, and must take into account the total accounts under their management relating to each Noteholder that is tax exempt or benefits from the waiver of Portuguese withholding tax. The international clearing system managing entity shall inform the direct registering entity of the income paid to each participant for each security payment. If the conditions for the exemption to apply are met, but, due to inaccurate or insufficient information, tax was withheld, a special refund procedure is available under the special regime approved by Decree-law 193/2005. The refund claim is to be submitted by the Noteholder to the direct or indirect register entity of the Instruments within 90 days from the date the withholding took place. A special tax form for these purposes was approved by Order ( Despacho ) no. 4980/2006 (2nd series), published in the Portuguese official gazette, second series, n. 45, of 3 March 2006 issued by the Portuguese Minister of Finance and Public Administration (currently Ministro das Finanças e da Administração Pública ) and may be available at The refund of withholding tax in other circumstances or after the above 90 day period is to be claimed by the Noteholder from the Portuguese tax authorities under the general procedures and within the general deadlines. The absence of evidence of non-residence in respect to any non-resident entity which benefits from the above mentioned tax exemption regime shall result in the loss of the tax exemption and consequent submission to the above applicable Portuguese general tax provisions. EU Savings Directive Under EC Council Directive 2003/48/EC on the taxation of savings income, Member States are required, from 1 July 2005, to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State. However, for a transitional period, Belgium, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-eu countries and certain dependent or associated territories of certain Member States have agreed to adopt similar measures (either provision of information or transitional withholding) in relation to payments made by a person within its jurisdiction to, or collected by such a person for, an individual resident in a Member State. In addition, the Member States have entered into reciprocal provision of information or transitional withholding arrangements with certain of those dependent or associated territories in relation to payments made by a person in a Member State to, or collected by such a person for, an individual resident in one of those territories. On 15 September 2008 the European Commission issued a report to the Council of the European Union on the operation of the Directive, which included the Commission's advice on the need for changes to the Directive. On 13 November 2008 the European Commission published a more detailed proposal for amendments to the Directive, which included a number of suggested changes. If any of those proposed changes are made in relation to the Directive, they may amend or broaden the scope of the requirements described above. 47

48 The Portuguese Republic has implemented the above Directive on taxation of savings income into the Portuguese law through Decree-Law no 62/2005, of 11 March, 2005, as amended by Law no 39-A/2005, of 29 July. 48

49 SUBSCRIPTION AND SALE Deutsche Bank Aktiengesellschaft (the Lead Manager ) has entered into a subscription agreement (the Subscription Agreement ) dated 13 October 2009 with the Issuer. Under the Subscription Agreement, the Lead Manager has agreed to subscribe or procure subscribers for the Notes at the issue price of 100 per cent. of the principal amount of the Notes, less the commissions of 0.25 per cent. of the principal amount of the Notes (the Subscription Price ). TThe Issuer will also reimburse the Lead Manager in respect of certain of its expenses, and has agreed to indemnify the Lead Manager against certain liabilities, incurred in connection with the issue of the Notes. The Subscription Agreement may be terminated in certain circumstances prior to payment of the Subscription Price to the Issuer. United States The Notes (which term for the purposes of this section United States shall, where appropriate, include the Guarantee) have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. The Lead Manager has agreed that, except as permitted by the Subscription Agreement, it will not offer, sell or deliver the Notes (a) as part of their distribution at any time or (b) otherwise until 40 days after the later of the commencement of the offering and the Closing Date within the United States or to, or for the account or benefit of, U.S. persons and that it will have sent to each dealer to which it sells any Notes during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act. In addition, until 40 days after the commencement of the offering, an offer or sale of Notes within the United States by any dealer that is not participating in the offering may violate the registration requirements of the Securities Act. United Kingdom The Lead Manager has represented and agreed that: it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act (the FSMA )) received by it in connection with the issue of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom. Portugal The Lead Manager has represented and agreed that: (i) it has not directly or indirectly advertised, offered, distributed, submitted to an investment intentions gathering procedure or sold and will not, directly or indirectly, advertise, offer, distribute, submit to an investment intentions gathering procedure or sell the Notes in circumstances which could qualify as a public offer of securities pursuant to the Portuguese Securities Code (Código dos Valores Mobiliários, the Portuguese Securities Code ); 49

50 General (ii) (iii) It will comply with the Portuguese Securities Code and with any regulations issued by the Comissão do Mercado de Valores Mobiliários (Portuguese Securities Market Commission, the CMVM ) which are applicable to the issue and distribution of the Notes; it has not directly or indirectly distributed or caused to be distributed to the public in the Portuguese Republic the Information Memorandum or any other offering material relating to the Notes other than in compliance with the Portuguese Securities Code. The Lead Manager has acknowledged that no representation is made by the Issuer or itself that any action has been or will be taken in any jurisdiction by the Issuer or itself that would permit a public offering of the Notes, or possession or distribution of the Information Memorandum or any other material relating to the Issuer or the Notes in any country or jurisdiction where action for that purpose is required. Accordingly, the Lead Manager has undertaken that it will not, directly or indirectly, offer or sell any Notes or distribute or publish any information memorandum, prospectus, form of application, advertisement or other document or information in any country or jurisdiction except under circumstances that will, to the best of its knowledge and belief, result in compliance with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers Notes or has in its possession or distributes the Information Memorandum, in all cases at its own expense unless agreed otherwise. 50

51 Authorisation GENERAL INFORMATION The issue of the Notes was duly authorized by a resolution of the Board of Directors of the Issuer dated 6 October The giving of the Guarantee was duly authorised by decision (Despacho) number 971/09, issued by the Secretary of State for Treasury and Finance, dated 24 September 2009 and published on 8 October Listing It is expected that listing of the Notes on Euronext will occur on or about 16 October 2009 subject to Euronext documentation requirements and procedures. Should the admission to listing fail to be obtained in the two months following the issue of Notes, the Issuer will promptly apply for registration of the issue with the commercial registry of Lisbon prior to the end of such period. Clearing Systems The Notes have been accepted for clearance through LCH.Clearnet, S.A., the clearance system operated at Interbolsa as well as through the clearing systems operated by Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme. The ISIN Code for the Notes is PTCFPAOM0002. Litigation The Issuer is not involved in and, as far as the Issuer is aware, the Guarantor is not involved in, any legal or arbitration proceedings (including any proceedings which are pending or threatened of which the Issuer is aware) which may have or have had in the 12 months preceding the date of this Information Memorandum a material adverse effect on the financial position of the Issuer. Auditors The external auditors of the Issuer are KPMG & Associados Sociedade de Revisores Oficiais de Contas, S.A., with offices at Edifício Monumental Av. Praia da Vitória 71-A 11º Lisboa, who have audited the Issuer's accounts in accordance with generally accepted auditing standards in the Portuguese Republic for each of the two financial years ended on 31 December 2007 and 31 December 2008, and have issued an unqualified opinion with an emphasys of matter. Documents available for inspection So long as any of the Notes remains outstanding the Issuer shall have available for inspection during normal business hours at its registered office this Information Memorandum, the Agency Agreement and the original of the Guarantee. Third Party Information Where information in this Prospectus has been sourced from third parties this information has been accurately reproduced and as far as the Issuer is aware and is able to ascertain from the information published by such third parties no facts have been omitted which would render the reproduced information inaccurate or misleading. The source of third party information is identified where used. 51

52 THE ISSUER CP - Comboios de Portugal, E.P.E. Calçada do Duque, no Lisbon Portugal Tel Fax PRINCIPAL PAYING AGENT Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London, EC2N 2 DB United Kingdom Tel Fax PORTUGUESE PAYING AGENT Deutsche Bank (Portugal), S.A. Rua Castilho, no Lisboa, Portugal Tel Fax LEAD MANAGER Deutsche Bank Aktiengesellschaft Grosse Gallustrasse Frankfurt am Main Germany Fax LEGAL ADVISERS To the Issuer as to Portuguese law Cuatrecasas, Gonçalves Pereira, RL, Sociedade de Advogados Praça Marquês de Pombal, 2 (1, 8º) Lisboa Portugal 52

53 To the Lead manager as to Portuguese law Vieira de Almeida & Associados - Sociedade de Advogados, R.L. Av. Engenheiro Duarte Pacheco, Lisboa Portugal AUDITORS KPMG & Associados - Sociedade de Revisores Oficiais de Contas, SA Edifício Monumental Av. Praia da Vitória 71-A 11º Lisboa 53