BUSINESS LAW

SHARE COMPANY EXERCISE

ARTICLES OF ASSOCATION RELEVANT PROVISION(S)

CHAPTER I
NAME, DURATION, REGISTERED OFFICE AND CORPORATE PURPOSE

ARTICLE ONE

NAME AND DURATION

The company adopts the corporate name _________, S.A. and has
unlimited duration.

ARTICLE TWO
REGISTERED OFFICE

ONE – The company’s registered office is at

________________________.

TWO – By means of a resolution of the Board of Directors, the

registered office may be transferred to another location within the same
municipality or a neighboring municipality and branches, agencies,
delegations or any other form of representation of the company may be
created, in Portugal.

ARTICLE THREE
CORPORATE PURPOSE

ONE - The corporate purpose of the company is ______.

TWO - The company may hold shareholdings in the share capital of

other companies, irrespective of having a different corporate purpose
under the terms of the law.

THREE - The company may also associate with other legal entities,
namely form new companies, complementary groups of companies
(agrupamentos complementares de empresas), European economic
interest groups (agrupamentos europeus de interesse económico) and
participation agreements under the terms of the law.
 CHAPTER II
SHARE CAPITAL, ANCILLARY CONTRIBUTIONS, TRANSFER OF
SHARES

ARTICLE FOUR

SHARE CAPITAL NOMINAL VALUE, NATURE AND REPRESENTATION

OF THE SHARES

ONE - The share capital, fully subscribed and paid up, is of Euro
150.000,00 (one hundred and fifty thousand Euro).

Two - The nominal value of the shares is EUR 10,00 (ten Euro)
each.

Three - The shares are registered shares (ações nominativas).

Four – The shares shall be represented by share certificates.

Five – The share certificates may represent one, five, ten, fifty, one
hundred, five hundred or one thousand shares.

Six – The share certificates shall be signed by two directors and the
signatures may be affixed by a stamp.

Seven – The costs incurred with the concentration, split or

replacement of share certificates shall be borne by the requesting
shareholders.

ARTICLE FIVE

ANCILLARY CONTRIBUTIONS

By means of a resolution of the shareholders passed by a majority of ¾,

the shareholders may be required to provide ancillary contributions
(prestações acessórias) in the form of additional cash contributions
(prestações suplementares) up to the global amount of ten million Euro
(EUR 10.000.000,00), which shall be made in cash and shall not be
interest bearing, in proportion to each shareholder’s share participation
and other conditions as may be resolved by the General Meeting.

ARTICLE SIX
 TRANSFER OF SHARES AND CAPITAL INCREASES

ONE – The transfer of shares to third parties is subject to the company’s

consent. The company’s consent shall be issued within sixty (60) days
after being notified by the assigning shareholder and shall be
conditioned to the relevant third party undertaking in writing not to
operate in competition with the company and assuming in writing any
obligations that may be in force at the time between the company and
the shareholder assignor.

TWO– If the company does not issue its consent upon the term of the
sixty (60) days period the assigning shareholder shall be entitled to
freely transfer the shares.

THREE - If the company licitly denies the consent to the transfer of

shares the company shall be under the obligation to have the shares
acquired by a third party of its choice, in the same monetary and
payment conditions contained in the consent request; or in case of (i) a
transfer for no consideration or (ii) an evidenced situation of price
simulation, the acquisition shall be made for the actual value of the
shares, determined under the terms of the companies code.

FOUR – On a share capital increase the shareholders shall be given

proportionate rights of subscription. In share capital increases in kind,
the shareholders that are not contributing with assets, shall have the
right to alternatively subscribe the share capital increase with an entry in
cash, proportionally to their share at the time of the increase.

FIVE - None of the Shareholders shall have the right to assign its
subscription rights to any other entity. If any Shareholder does not
personally exercise its rights, it shall be deemed to have renounced to
the same to the other Shareholders who do exercise their rights on a pro
rata basis.

CHAPTER III
CORPORATE BODIES

SECTION I
BOARD OF DIRECTORS

ARTICLE SEVEN
BOARD OF DIRECTORS
ONE – The management of the company and its representation are
entrusted to the Board of Directors (Conselho de Administração).

TWO – The Board of Directors shall be composed of five (5) directors,

to be appointed by the General Meeting, which shall also decide which
of the directors shall carry out the functions of Chairman and Vice-
Chairman of the Board.

THREE – The directors shall be remunerated, or not, according and in

the amount set out by the General Meeting.

FOUR – The directors are appointed for a period of two (2) years, and
their reelection is permitted.

FIVE –The directors may be requested or waived to provide a personal

guarantee that may be replaced by an insurance in accordance with the
law as decided by the General Meeting.

ARTICLE EIGHT
MEETINGS OF THE BOARD

ONE - Board meetings shall be held at least twice per calendar year, on
at least 7 days’ notice, except where an urgent matter requires a shorter
notice to be given, or the directors unanimously agree to hold a meeting
on shorter notice.

TWO - The call for the Board meeting is carried out by the Chairman of
the Board. Any of the directors shall be entitled to ask the Chairman to
convene a Board meeting.

THREE - Notice shall be provided in writing to each of the directors via

registered mail or electronic mail as nominated by them, in any case to
the address indicated by them, and shall include an agenda setting out
the matters for discussion, duly accompanied by an English translation.

FOUR - The meetings shall be held at the registered office of the

company or at such other venue as the Chairman of the Board may
reasonably determine.

FIVE - The directors may hold a meeting by telephone, closed circuit

television or other electronic means of audio or audio/visual
communication and a resolution passed by such a conference shall,
provided such resolution is recorded in writing thereafter.
SIX - The Board may also approve resolutions in writing without a
physical meeting, provided none of the directors object.

SEVEN – Any director shall have a right to nominate another director to

represent him/her at a Board meeting pursuant to the Companies Code.

EIGHT - A director shall cease to hold office as such if he is dismissed

with or without just cause.

NINE - Justifiable cause for dismissal shall be considered to exist, inter

alia, under any of the following circumstances:
a) Gross misconduct or any other serious breach of contractual
obligations, the provisions of this articles of association or the
Companies Code or any other applicable legislation;
b) Gross neglect of duties;
c) Inexcusable failure or refusal to comply with resolutions of the
company’s General Meeting or of the Board adopted pursuant to
the law;

d) Failure to attend for two Board meetings, either consecutive or not,

without valid reason, evidenced in writing and such absence is
declared by the Board as a definitive absence of the Director or
unjustified failure to attend to other events that the Director is
required to attend in the performance of his/her duties and such
absence is declared by the Board;
e) Upon final and conclusive conviction for a serious offence,
including economic crimes, namely fraud and corruption, as well as
any dishonesty offenses, entailing a severe sentence or a less severe
sentence of at least two (2) years’ duration, that could cause
damages to the reputation of the Director or the company; or

f) Breach of the duties of care and loyalty under the companies code,
as well as willful actions or omissions that negatively affect the
reputation, professional relationships or business of the company;
g) He is precluded in terms of any statute from holding office as
director.

ARTICLE NINE

QUORUM
ONE - The quorum for Board meetings shall be the majority of the
directors.

TWO - If, within thirty (30) minutes from the time appointed for a
meeting a quorum is not present, the meeting shall stand adjourned to
the same day in the following week, at the same time and place or,
provided that such day is not a business day to the first business day
immediately thereafter or such other day as the directors unanimously
agree.

THREE - If at the second meeting it is not possible to obtain a

constitutive quorum within (thirty) 30 minutes following the time
scheduled, and the matter to be resolved requires a qualified majority
pursuant to article ten and the lack of such quorum is due to the absence
of the same director(s) which was/were absent in the first meeting, the
Board may declare the definite absence of such director(s).

FOUR - A meeting shall continue to be quorate notwithstanding that any

person, taken into account for the purposes of achieving the quorum,
might thereafter cease to be present.

ARTICLE TEN
MAJORITIES

ONE - The resolutions of the Board shall be passed by a majority of the

directors attending the meeting, except for the following decisions,
which shall be passed by a qualified majority of four directors:

a) the institution, settlement or defense of any legal proceedings other

than those arising in the conduct of the Company’s business in the
normal, ordinary and regular course which exceed Euro 50.000,00
(fifty thousand);

b) materially changing the basis of accounting or accounting principles

or accounting policies employed by the company other than as
required by law or International Accounting Standards;

c) the sale, transfer, lease, assignment or other disposal of the whole or

any material part of the property or assets of the company;

d) the taking over or acquisition of the whole or a substantial part of the

business of any other person or any amalgamation with any other
business which would constitute a material transaction for the
 company having regard to its assets and liabilities;

e) the sale or other disposal of all or a major part of any of the

company's assets (including but not limited to the goodwill of the
company and/or any of its intangible assets) within the conduct of the
company’s business in the normal, ordinary and regular course;

f) the making of any loan to any third party other than a subsidiary of
the company or otherwise than in the conduct of the company’s
business in the normal, ordinary and regular course;

g) entering into or varying any transaction with a shareholder or any

affiliate of a shareholder other than in the conduct of the company’s
business in the normal, ordinary and regular course;

h) the incorporation or acquisition of any company which will, upon

such incorporation or acquisition, become a subsidiary or associate
of the company;

i) the granting of any share options by the company or the creation of

any employee share scheme with the inclusion of any profit sharing
arrangements by the company;

j) the payment of any management fees by the company to any third

party other than in the ordinary course of business;

k) the conclusion by the company of any partnership, long term joint

venture or other profit sharing arrangement;

TWO - At each Board meeting each director shall have one vote. In
addition, the chairman shall have a casting vote.

ARTICLE ELEVEN
DELEGATION OF POWERS AND ATTORNEYS

ONE – The directors may delegate powers in one or several directors –

the managing director(s) - for certain acts or types of acts.

TWO – The matters identified in article ten, paragraph one, may not be
delegated.

THREE – The company may grant powers to an attorney or attorneys for

the execution of certain acts or types of acts.
 ARTICLE TWELVE
RULES TO BIND

The company is bound by the signatures of:

a) Chairman of the Board and one director, acting jointly;

b) the managing director(s), acting within the delegated powers;

c) the attorney(s), within the powers granted under the respective power
of attorney.

SECTION II
GENERAL MEETING

ARTICLE THIRTEEN
GENERAL MEETING

ONE - A General Meeting shall be held at least once a year, in an

ordinary session, to resolve on:
a) the annual accounts and management report for the year ended and
on the proposal regarding the net results’ allocation;
b) to proceed with the general assessment of the company’s
management; and
c) any other issues of the company’s interest, provided those are
expressly indicated in the respective call.

TWO – The General Meetings, except when the law provides otherwise,
shall be called by registered letters sent with at least twenty one (21)
days’ prior notice to the shareholders’ addresses, or, in respect to the
Shareholder(s) which previously grant their consent, by electronic mail
with receipt notice, to the e-mail address indicated by the
Shareholder(s).

THREE - The General Meeting shall be deemed summoned and validly

held to vote on any matter whenever all the share capital is present and
the attending shareholders unanimously consent to hold an universal
meeting.

FOUR - The shareholders may be represented by another person, either a

shareholder or a third party, by means of a written proxy. Each proxy
shall be valid for a single meeting unless executed in a public instrument
in which case it shall be valid only for the civil year in course at the time
the proxy is granted.

ARTICLE FOURTEEN
QUORUM

ONE - On a first call, unless a higher quorum is required by law, the

quorum for the meeting shall be shareholders holding between them not
less than fifty one per cent (51%), in aggregate of the entire issued share
capital, present or represented.

TWO - If, within thirty (30) minutes from the time appointed for the
meeting, a quorum is not present, the meeting shall be adjourned to the
sixteenth (16) day following the date of the first called meeting, at the
same time and place or, provided that such day is not a business day to
the first business day immediately thereafter.

THREE - A General Meeting shall continue to be quorate

notwithstanding that any one or more persons, taken into account for the
purposes of achieving the quorum, might thereafter cease to be present
at the meeting.

ARTICLE FIFTEEN
MAJORITIES

ONE - At each General Meeting each Shareholder shall have one vote
per each share held in the share capital.

TWO - The resolutions of the General Meeting shall be passed by a

majority of the shareholders attending the meeting, except for the
matters for which the law provides a higher majority, as well as for the
following decisions, which shall be passed by a qualified majority of
75% of the number of shares with voting rights in the issued share
capital:

a) the issuance, allotment, repurchase or increase or reduction in

any other manner of its share capital, or redemption of shares or
any other securities in the capital of the Company, including
granting any option rights in respect of the same;

b) the payment of any dividend or distribution not in proportion to

shareholding;
 c) the issue of any long-term or convertible bonds;

d) the merger, demerger or conversion of the Company;

e) the sale or other disposal of any material asset of the Company

(including but not limited to the goodwill of the Company
and/or any of its intangible assets) other than in the conduct of
the Company’s business in the normal, ordinary and regular
course;

f) discontinuance of any of the material activities falling within the

ambit of the company’s Business;

g) the amendment of the Articles of Association;

h) except as required by law, the winding up or liquidation of the

Company.

SECTION III
SUPERVISION

ARTICLE SIXTEEN
SOLE AUDITOR

UM - The Company shall be supervised by a Sole Auditor (Fiscal

Único), appointed for a two (2) year mandate that shall coincide with
the Board of Directors’ mandate.

DOIS - The Sole Auditor shall be remunerated in accordance with what

is set out by the General Meeting.

SECTION IV
COMPANY’S SECRETARY

ARTICLE SEVENTEEN
COMPANY’S SECRETARY

The Board of Directors may at any time resolve to appoint a Company

Secretary and its alternate.

CHAPTER IV
 ANNUAL ACCOUNTS AND DISTRIBUTION OF PROFITS

ARTICLE EIGHTEEN
MANAGEMENT REPORT AND ANNUAL ACCOUNTS

For each fiscal year, the Board of Directors shall draw up the balance
sheet, the profit and losses statement and the other accounting
documents, which, together with the management report on the state and
evolution of the business and the proposal on the allocation of the
profits, shall be presented to the Sole Auditor and to the General
Meeting of Shareholders.

ARTICLE NINETEEN
DISTRIBUTION OF PROFITS

ONE - The annual net profits that are legally distributable shall be
applied as decided by the General Meeting, with a minimum annual
dividend of fifty per cent (50%) of distributable earnings being declared
in respect of each financial year, subject to:

a) compliance with the mandatory rules of the Companies Code,

including the allocation of year end results to the constitution or
reinforcement of the legal reserve and to cover losses carried
forward;
b) due regard being had to the then present and reasonably anticipated
future cash requirements;
c) the company not borrowing funds in excess of its funding policy
and gearing ratio from time to time to enable it to pay the dividend.
TWO - Unless otherwise determined by the Board, the dividend shall be
declared and paid within one hundred and fifty (150) calendar days after
the end of each financial year.