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

INFORMATION MEMORANDUM CP - Comboios de Portugal, E.P.E. (incorporated with limited liability in Portugal) 500,000,000 4.17 PER CENT. GUARANTEED NOTES DUE OCTOBER 2019 Guaranteed by the Portuguese Republic The 500,000,000 4.17 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 2019. 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

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

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

TABLE OF CONTENTS Form of the Notes, Clearing and Settlement, Exercise of Rights and Listing.....5 Conditions of the Notes..... 7 Form of Guarantee........18 Use of Proceeds..........26 Description of the Issuer..... 27 Taxation in Portugal and Eligibility for the Portuguese Debt Securities Tax Exemption Regime.....38 Subscription and Sale........49 General Information.......51 4

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

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

CONDITIONS OFTHE NOTES The 500,000,000 4.17 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

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

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

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 6. 4.5 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

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 9. 5. 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

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 26-27 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

(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 37. 7. 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

(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

(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. 137- 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 www.cmvm.pt 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

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. 10.2 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. 10.3 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 9. 11. Further Issues 16

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. 12.2 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. 12.3 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

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

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

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