CP - Comboios de Portugal, E.P.E.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”

INFORMATION MEMORANDUM

CP - Comboios de Portugal, E.P.E.(incorporated with limited liability in Portugal)

€500,000,000 4.17 PER CENT. GUARANTEED NOTES DUEOCTOBER 2019

Guaranteed by the Portuguese RepublicThe €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, of16 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 16October 2019. Subject as provided below, interest payments on the Notes will be subject to withholding tax unless an exemption isapplicable. Under Decree Law no. 193/2005, of 7 November 2005, certain exemptions exist relieving qualifying Noteholders fromwithholding tax. See "Taxation in Portugal and Eligibility for the Portuguese Debt Securities Tax Exemption Regime". See alsoCondition 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 officialquotation market ("Mercado de Cotações Oficiais") in Portugal. Euronext is a regulated market for the purpose of the Markets inFinancial 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 beenadmitted 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 withdrawalat 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 ofthe Portuguese Securities Code, which sets forth in article 111, no. 1, paragraph a) that a prospectus is not necessary for the issuanceof 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 theaccounts 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 aswell as through the clearing systems operated by Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, sociétéanonyme (“Clearstream, Luxembourg”) and settled by Interbolsa's settlement system.

Sole Bookrunner and sole Lead ManagerDeutsche Bank

The date of this Information Memorandum is [13] October 2009

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The Issuer (the “Responsible Person”) accepts responsibility for the information contained in thisInformation Memorandum. To the best of the knowledge of the Responsible Person (having takenall reasonable care to ensure that such is the case) the information contained in this InformationMemorandum is in accordance with the facts and does not omit anything likely to affect the importof such information.

The Lead Manager (as defined in “Subscription and Sale”) has not independently verified theinformation contained herein. Accordingly, no representation, warranty or undertaking, express orimplied, is made and no responsibility or liability is accepted by the Lead Manager as to theaccuracy or completeness of the information contained or incorporated in this InformationMemorandum or any other information provided by the Responsible Person or the Guarantor inconnection with the issue of the Notes. The Lead Manager does not accept liability in relation to theinformation contained in this Information Memorandum or any other information provided by theResponsible 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 anyrepresentation not contained in or not consistent with this Information Memorandum or any otherinformation supplied in connection with the issue of the Notes and, if given or made, suchinformation or representation must not be relied upon as having been authorised by theResponsible Person, the Guarantor or the Lead Manager.

Neither this Information Memorandum nor any other information supplied in connection with theissue of the Notes (a) is intended to provide the basis of any credit or other evaluation of the Issueror the Guarantor or (b) should be considered as a recommendation by the Responsible Person orthe Lead Manager that any recipient of this Information Memorandum or any other informationsupplied in connection with the issue of the Notes should purchase any Notes. Each investorcontemplating purchasing any Notes should make its own independent investigation of the financialcondition and affairs, and its own appraisal of the creditworthiness, of the Responsible Person andthe Guarantor. Neither this Information Memorandum nor any other information supplied inconnection with the issue of the Notes constitutes an offer or invitation by or on behalf of theResponsible Person or the Lead Manager to any person to subscribe for or to purchase any Notesin those jurisdictions where it is unlawful to do so.

Neither the delivery of this Information Memorandum nor the offering, sale or delivery of anyNotes shall in any circumstances imply that the information contained herein concerning theResponsible Person is correct at any time subsequent to the date hereof or that any otherinformation supplied in connection with the issue of the Notes is correct as of any time subsequentto the date indicated in the document containing the same. The Lead Manager expressly does notundertake to review the financial condition or affairs of the Responsible Person during the life ofthe 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 ordelivered 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 tobuy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer orsolicitation in such jurisdiction. The distribution of this Information Memorandum and the offer orsale of Notes may be restricted by law in certain jurisdictions. None of the Responsible Person orthe Lead Manager represent that this Information Memorandum may be lawfully distributed, orthat any Notes may be lawfully offered, in compliance with any applicable registration or otherrequirements in any such jurisdiction, or pursuant to an exemption available thereunder, orassume any responsibility for facilitating any such distribution or offering. Accordingly, no Notesmay be offered or sold, directly or indirectly, and neither this Information Memorandum nor anyadvertisement or other offering material may be distributed or published in any jurisdiction, exceptunder 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 informthemselves about, and observe, any such restrictions on the distribution of this InformationMemorandum 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 andother offering material relating to the Notes, see "Subscription and Sale".

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

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TABLE OF CONTENTS

Form of the Notes, Clearing and Settlement, Exercise of Rights andListing………..………...................................................................................................5

Conditions of the Notes…………………...………………………………………….. 7

Form ofGuarantee…………...………..……………………………………………………......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

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FORM OF THE NOTES, CLEARING AND SETTLEMENT, EXERCISE OFRIGHTS AND LISTING

Form of the Notes

The Notes will be represented in dematerialised book-entry form (“escriturais”) and will beregistered (“nominativas”) Notes in the denomination of € 50,000 each and will be held throughthe accounts of affiliate members of the Portuguese central securities depositary and themanager of the Portuguese settlement system, Interbolsa Sociedade Gestora de Sistemas deLiquidação e de Sistemas Centralizados de Valores Mobiliários, S.A. (“Interbolsa”), asoperator and manager of the “Central de Valores Mobiliários” (“CVM”).

Clearing and Settlement

The CVM is the centralised system (“sistema centralizado”) for the registration and controlof securities in Portugal, in which all securities in book-entry form admitted to trading on aPortuguese regulated market must be registered (the “Book-Entry Registry” and each entry a“Book-Entry”). The CVM is composed of interconnected securities accounts, through whichsecurities (and inherent rights) are created, held and transferred. This allows Interbolsa tocontrol the amount of securities created, held and transferred. Issuers of securities, financialintermediaries which are Affiliate Members of Interbolsa (as defined below) and the Bank ofPortugal, all operate in the CVM.

The CVM provides for all the procedures which allow the owners of securities to exercisetheir 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 securitiesissued; (ii) the individual accounts opened by each Affiliate Member of Interbolsa (as definedbelow) 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 alltimes, the aggregate nominal amount of securities held in the individual securities accountsopened under the name of the holders of securities by each of the Affiliate Members ofInterbolsa.

Each person shown in the records of an Affiliate Member of Interbolsa as having aninterest 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 financialintermediary entitled to hold control accounts with Interbolsa under the name of Noteholdersand includes any depository banks which have opened securities accounts in the name ofEuroclear and Clearstream, Luxembourg, for the purposes of holding accounts on behalf ofEuroclear and Clearstream, Luxembourg with Interbolsa.

Notes registered with Interbolsa will be attributed an International Securities IdentificationNumber (“ISIN Code”) through Interbolsa's codification system and will be accepted forclearing through LCH.Clearnet, S.A., the clearing system operated at Interbolsa as well asthrough the clearing systems operated by Euroclear and Clearstream, Luxembourg and settledby Interbolsa's settlement system.

Exercise of Financial Rights

Payment of principal and interest in respect of the Notes will be subject to Portuguese lawsand regulations, notably the regulations from time to time issued and applied by the Comissãodo 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 necessaryinformation for that purpose, notably the identity of the financial intermediary operating in

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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 ifsuch Portuguese Paying Agent is removed or replaced.

Prior to any payment the appointed Portuguese Paying Agent shall provide Interbolsa witha statement of acceptance of its role of Portuguese Paying Agent.

Interbolsa must notify the Portuguese Paying Agent of the amounts to be settled, whichwill be determined by Interbolsa on the basis of the account balances of the accounts of theAffiliate Members of Interbolsa.

On the date on which any payment in respect of the Notes is to be made, the correspondingentries and counter-entries will be made, in accordance with Interbolsa customary procedures, inthe accounts which the Portuguese Paying Agent uses for payments in respect of securities heldthrough 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 thePortuguese 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 PortuguesePaying Agent uses for payments in respect of securities held through Interbolsa to the paymentcurrent accounts held according to the applicable procedures and regulations of Interbolsa bythe relevant Affiliate Members of Interbolsa, and thereafter (iii) transferred by such AffiliateMembers of Interbolsa from the respective above mentioned payment current accounts to theaccounts of the Noteholders or of Euroclear or Clearstream, Luxembourg with said AffiliateMembers of Interbolsa, as the case may be.

Listing

Application has been made for the Notes to be listed on the regulated market of EuronextLisbon, Eurolist by Euronext Lisbon, the official quotation market (“Mercado de CotaçõesOficiais”) in Portugal.

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CONDITIONS OF THE NOTES

The €500,000,000 4.17 per cent. Guaranteed Notes due October 2019 (the “Notes”, whichexpression shall in these Conditions, unless the context otherwise requires, include any furthernotes 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 andconditions 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 (“Law112/97”) are issued on 16 October 2009 and subject to and with the benefit of a paying agencyagreement dated 13 October 2009 (such agreement as amended and/or supplemented and/orrestated from time to time, the “Agency Agreement”) made between the Issuer, Deutsche BankAG, London Branch as principal paying agent (the “Principal Paying Agent”) and DeutscheBank (Portugal), S.A. as Portuguese paying agent (the “Portuguese Paying Agent” andtogether with the Principal Paying Agent, the “Paying Agents”).

The statements in these Conditions include summaries of, and are subject to, the detailedprovisions of and definitions in the Agency Agreement. A copy of the Agency Agreement isavailable for inspection during normal business hours by the holders of the Notes at thespecified office of the Issuer. The Noteholders are entitled to the benefit of, are bound by, andare 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 PayingAgent shall include any successor appointed under the Agency Agreement.

The payment of all amounts in respect of the Notes have been guaranteed by the Guarantorpursuant to a guarantee (the “Guarantee”) dated [ ] October 2009 and executed by theGuarantor, represented by the General Director of Treasury and Finance. The original Guaranteeis 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 beregistered (“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 ede Sistemas Centralizados de Valores Mobiliários, S.A. (“Interbolsa”) will be evidenced bybook-entries in accordance with the Portuguese Securities Code (“Código dos ValoresMobiliários”) (the “Portuguese Securities Code”) and the regulations issued by, or otherwiseapplicable to, Interbolsa. Each person shown in the book-entry records of an Affiliate Memberof 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 bythe relevant Affiliate Member of Interbolsa in respect of a registered holding of Notes upon therequest by the relevant Noteholder and in accordance with that Affiliate Member of Interbolsa'sprocedures pursuant to article 78 of the Portuguese Securities Code.

The Notes will be registered in the relevant issue account of the Issuer with Interbolsa andwill be held in control accounts opened by each Affiliate Member of Interbolsa on behalf of theNoteholders. The control account of a given Affiliate Member of Interbolsa will reflect at alltimes the aggregate principal amount of Notes held in the individual securities' accounts of theNoteholders with that Affiliate Member of Interbolsa.

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1.3 Holder Absolute Owner

Each Noteholder shall be treated as the absolute owner for all purposes (whether or not it isoverdue and regardless of any notice of ownership, trust or any other interest therein which hasnot been registered in the respective individual account held with an Affiliate Member ofInterbolsa) of any Note registered in the respective individual securities account held withAffiliate Members of Interbolsa.

The Issuer, the Guarantor, the Principal Paying Agent and the Portuguese Paying Agentmay (to the fullest extent permitted by applicable laws) deem and treat the person or entityregistered in individual securities account held with Affiliate Members of Interbolsa as theholder of any Note and the absolute owner for all purposes. Proof of such registration is madeby means of a Certificate issued by the relevant Affiliate Member of Interbolsa pursuant toarticle 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 accordancewith Portuguese laws and regulations. Notes may only be transferred in accordance with theapplicable procedures established by the Portuguese Securities Code and the regulations issuedby the Comissão do Mercado de Valores Mobiliários (Portuguese Securities MarketCommission, the “CMVM”) or Interbolsa, as the case may be, and the relevant AffiliateMembers of Interbolsa through which the Notes are held.

Title to the Notes passes upon registration of the transfer in each of the respectiveindividual securities accounts of Affiliate Members of Interbolsa of the transferor andtransferee.

2. STATUS OF THE NOTES AND THE GUARANTEE

2.1 Status of Notes

The Notes are direct, unsubordinated, unconditional and unsecured obligations of the Issuerand rank and will rank pari passu, without any preference among themselves, with all otheroutstanding unsecured and unsubordinated obligations of the Issuer, present and future, save forsuch 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’sobligations, and irrevocably guaranteed the due payment of all sums expressed to be payable bythe Issuer under the Notes. Its obligations in that respect are contained in the Guarantee issuedby 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 October2009 at the rate of 4.17 per cent. per annum (the “Interest Rate”). Interest will be payable inarrears on 16 October of each year or, if that is not a Business Day, the immediately succeedingBusiness Day unless it would as a result fall into the next calendar month, in which case it willbe brought forward to the next preceding Business Day, from and including 16 October 2009 upto and excluding the Maturity Date (each an “Interest Payment Date”).

As used in these Terms and Conditions, “Interest Period” means the period from (andincluding) an Interest Payment Date (or the Closing Date) to (but excluding) the next (or first)Interest Payment Date.

3.2 Cessation of Interest

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Each Note will cease to bear interest from and excluding its due date for redemption unlesspayment of the principal in respect of the Note is improperly withheld or refused or unlessdefault is otherwise made in respect of payment, in which event interest shall continue to accrueuntil the earlier of:

(a) the date on which all amounts due in respect of such Note have been paid; and

(b) 7 (seven) days after the date on which the full amount of the moneys payable inrespect of such Notes has been received by the Principal Paying Agent andtransferred to the Portuguese Paying Agent and notice to that effect has been givento the Noteholders in accordance with Condition 9.

Notwithstanding the above, upon the late payment by the Issuer of any amounts due inrespect of the Notes, the Issuer shall pay interest on such overdue amounts at a rate per annumequal 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 InterestPeriod of a full year, such interest shall be calculated by applying the Interest Rate to thedenomination of the Notes, multiplying such sum by the applicable Day Count Fraction, androunding the resultant figure to the nearest sub-unit of euro, half of any such sub-unit beingrounded upwards or otherwise in accordance with applicable market convention.

“Day Count Fraction” means, in respect of the calculation of an amount of interest inaccordance with this Condition 4 “Actual/Actual (ICMA)” which:

(a) in the case the number of days in the relevant period from (and including) the mostrecent Interest Payment Date (or, if none, the Closing Date) to (but excluding) therelevant payment date (the “Accrual Period”) is equal to or shorter than theDetermination Period during which the Accrual Period ends, the number of days insuch Accrual Period divided by the product of (1) the number of days in suchDetermination Period and (2) the number of Determination Dates that would occurin one calendar year; or

(b) in case the Accrual Period is longer than the Determination Period during whichthe Accrual Period ends, the sum of:

1. the number of days in such Accrual Period falling in the DeterminationPeriod in which the Accrual Period begins divided by the product of (x) thenumber of days in such Determination Period and (y) the number ofDetermination Dates that would occur in one calendar year; and

2. the number of days in such Accrual Period falling in the next DeterminationPeriod divided by the product of (x) the number of days in suchDetermination Period and (y) the number of Determination Dates that wouldoccur in one calendar year.

“Determination Period” means each period from (and including) the DeterminationDate (but excluding) the next Interest Payment Date.

“Determination Date” means the day on which interest is paid, i.e. 16 October of eachyear.

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

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Agent (acting on behalf of the Issuer or the Guarantor) in the payment current account which thePortuguese 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 PortuguesePaying Agent uses for payments in respect of securities held trough Interbolsa to the paymentcurrent accounts held according to the applicable procedures and regulations of Interbolsa bythe relevant Affiliate Members of Interbolsa, and thereafter (iii) transferred by such AffiliateMembers of Interbolsa from the respective above mentioned payment current accounts to theaccounts of the Noteholders or of Euroclear or Clearstream, Luxembourg with said AffiliateMembers of Interbolsa, as the case may be.

Under the procedures of Interbolsa’s real time settlement system, physical settlement takesplace on the third Business Day after the trade and is provisional until financial settlement takesplace 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 isoperating.

4.2 Notification of non-payment

If the Issuer determines that it will not be able to pay the full amount of principal and/orinterest in respect of the Notes on the relevant due date, the Issuer will, in accordance withCondition 9, forthwith give notice to the Noteholders, to the Paying Agents and to the Guarantorof 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 adate later than the date on which such payments are due, the Issuer, notwithstanding itsobligations in respect of interest on overdue payments set forth in Condition 3.2, will, inaccordance with Condition 9, give notice of such late payment to the Noteholders and to thePaying 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 taxor other laws and regulations applicable in the place of payment, but without prejudice to theprovisions of Condition 6.

4.5 Payment Business Day

Noteholders shall not, except as provided in Condition 3, be entitled to any further interestor other payment for any delay in receiving the amount due as a result of the relevant due datenot being a Payment Business Day.

Payment Business Day means a day which:

(a) is a business day in Lisbon; and

(b) 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 isopen for the settlement of payments in Euro.

4.6 Paying Agents

Deutsche Bank, London Branch with head office at Winchester House, 1 Great WinchesterStreet, EC2N 2DB London, United Kingdom, was appointed as Principal Paying Agent in theterms of the Agency Agreement.

Deutsche Bank (Portugal), S.A., with head office at Rua Castilho, no. 20, Lisbon wasappointed as Portuguese Paying Agent in the terms of the Agency Agreement.

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The Issuer reserves the right at any time to vary or terminate the appointment of thePrincipal Paying Agent and of the Portuguese Paying Agent and to appoint additional or otherpaying agents provided that:

(a) there will at all times be a Portuguese Paying Agent in Portugal capable of makingpayment in respect of the Notes as contemplated by these terms and conditions ofthe Notes, the Agency Agreement and applicable Portuguese laws and regulations;and

(b) the Issuer undertakes that it will at all times maintain Paying Agents in a MemberState of the European Union that is not obliged to withhold or deduct tax pursuantto European Council Directive 2003/48/EC or any law implementing or complyingwith, or introduced in order to conform to, such Directive.

Notice of any termination or appointment and of any changes in specified offices will begiven 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 willredeem the Notes at their principal amount on 16 October 2019 (the “Maturity Date”).

5.2 Redemption for Taxation Reasons

If:

(a) as a result of any change in, or amendment to, the laws or regulations of a RelevantJurisdiction (as defined in Condition 6), or any change in the application or officialinterpretation of the laws, regulations or administrative rulings of a RelevantJurisdiction, which change or amendment becomes effective after the Closing Date,on the next Interest Payment Date the Issuer would be required to pay additionalamounts as provided or referred to in Condition 6; and

(b) the requirement cannot be avoided by the Issuer taking reasonable measuresavailable to it,

the Issuer may at its option, having given not less than 30 nor more than 60 days' notice tothe Noteholders in accordance with Condition 9 (which notice shall be irrevocable), redeem allthe Notes, but not some only, at any time at their principal amount together with interest accruedto but excluding the date of redemption, provided that no such notice of redemption shall begiven earlier than 90 days prior to the earliest date on which the Issuer would be required to paysuch additional amounts, were a payment in respect of the Notes then due. Prior to thepublication of any notice of redemption pursuant to this paragraph, the Issuer shall deliver to thePrincipal Paying Agent a certificate signed by two Directors of the Issuer stating that therequirement referred to in (a) above will apply on the next Interest Payment Date and settingforth a statement of facts showing that the conditions precedent to the right of the Issuer so toredeem have occurred and an opinion of independent legal advisers of recognised standing tothe effect that the Issuer has or will become obliged to pay such additional amounts as a resultof the change or amendment.

5.3 Purchases

The Issuer, any of its respective Subsidiaries or the Guarantor may at any time purchaseNotes in any manner and at any price in accordance with Portuguese law. If purchases are madeby 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 byor on behalf of the Guarantor, shall not entitle the holder to vote at any meetings of the

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Noteholders and shall not be deemed to be outstanding for the purposes of calculating quorumsat 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 orindirectly) 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 itsSubsidiaries or the Guarantor shall forthwith be cancelled by Interbolsa, following receipt byInterbolsa of notice thereof by the Issuer, and accordingly said Notes may not be held, reissuedor resold and shall not entitle the holder to vote at any meetings of the Noteholders and shall notbe deemed to be outstanding for the purposes of calculating quorums at meetings of theNoteholders 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 abovethe Issuer shall be bound to redeem the Notes to which the notice refers in accordance with theterms 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 theGuarantor will be made without withholding or deduction for, or on account of, any present orfuture taxes, duties, assessments or governmental charges of whatever nature (“Taxes”)imposed or levied by or on behalf of a Relevant Jurisdiction, unless the withholding ordeduction of such Taxes is required by law. In such event, the Issuer or, as the case may be, theGuarantor will pay such additional amounts as will result in the receipt by the relevantNoteholders of such amounts as would be received by them had no such withholding ordeduction been required, except that no additional amounts shall be payable in relation to anypayment in respect of any Note:

(a) to, or to a third party on behalf of, a Noteholder who is liable to the Taxes inrespect of the Note by reason of having some connection with a RelevantJurisdiction other than the mere holding of the Note; or

(b) where such withholding or deduction is imposed on a payment to an individual andis required to be made pursuant to European Council Directive 2003/48/EC or anyother EC law or domestic law implementing the conclusions of ECOFIN Councilmeeting of 26-27 November 2000 on the taxation of savings income or any lawimplementing or complying with, or introduced in order to conform to, suchDirective; or

(c) 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-Law193/2005 of 7 November 2005, and any implementing legislation, is not receivedby no later than the second ICSD Business Day prior to the Relevant Date, orwhich does not comply with the formalities in order to benefit from tax treatybenefits, when applicable; or

(d) to, or to a third party on behalf of, a Noteholder resident for tax purposes in theRelevant Jurisdiction, or a resident in a tax haven jurisdiction as defined inMinisterial Order 150/2004, of 13 February 2004 (Portaria do Ministério dasFinanças 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

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exception of central banks and governmental agencies located in those blacklistedjurisdictions, or a non-resident legal entity held, directly or indirectly, in more than20 per cent. by entities resident in the Portuguese Republic; or

(e) to, or to a third party on behalf of, (i) a Portuguese resident legal entity subject toPortuguese corporation tax (with the exception of entities that benefit from awaiver 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 theNotes through a permanent establishment in Portugal.

6.2 Interpretation

In this Condition 6:

(a) “ICSD Business Day” means any day which is a TARGET 2 Settlement Day inany year.

(b) “Relevant Date” means the date on which the payment first becomes due but, ifthe full amount of the money payable has not been received by the Principal PayingAgent on or before the due date, it means the date on which, the full amount of themoney having been so received, notice to that effect has been duly given to theNoteholders by the Issuer in accordance with Condition 9.

(c) “Relevant Jurisdiction” means the Portuguese Republic or any politicalsubdivision or any authority thereof or therein having power to tax or any otherjurisdiction or any political subdivision or any authority thereof or therein havingpower to tax to which the Issuer or the Guarantor, as the case may be, becomessubject in respect of payments made by it of principal and interest on the Notes.

(d) “Noteholder” means the effective beneficiary of the income attributable to therelevant Note.

6.3 Additional Amounts

Any reference in these Conditions to any amounts in respect of the Notes shall be deemedalso to refer to any additional amounts which may be payable under this Condition 6 or underany undertakings given in addition to, or in substitution of, this Condition 6.

See “Taxation In Portugal And Eligibility For The Portuguese Debt Securities TaxExemption Regime” on page 37.

7. PRESCRIPTION

Notes will become void unless presented for payment within 20 years (in the case ofprincipal) and five years (in the case of interest) from the Relevant Date in respect of the Notessubject to the provisions of Condition 4, in accordance with the applicable legal provisions ofPortuguese 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 shallaccordingly forthwith become, immediately due and repayable at its principal amount, togetherwith interest accrued to the date of repayment, if any of the following events (“Events ofDefault”) shall have occurred and be continuing if:

(a) default is made in the payment of any principal or interest amount due in respect ofthe Notes or any of them and the default continues for a period of 10 (ten) days; or

14

(b) the Issuer fails to perform or observe any of its other obligations under theseConditions and (except in any case where the failure is incapable of remedy, whenno continuation or notice as is hereinafter mentioned will be required) the failurecontinues for the period of 30 (thirty) days following the service by any Noteholderon the Issuer of notice requiring the same to be remedied; or

(c) (A) the Issuer ceases or announces an intention to cease to carry on the whole or asubstantial part of its business, save for the purposes of reorganisation on termsapproved in writing by an Extraordinary Resolution of the Noteholders, unlesssimultaneously with such event the Notes become the direct, unconditional andunsubordinated obligations (i) of the Portuguese Republic or (ii) of an “entidadepública empresarial” (E.P.E.) created as the successor of the Issuer and having thesame legal, administrative, credit and financial status of the Issuer and, in eachcase, 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 theGuarantor on the same terms as under the Guarantee, or (B) the Issuer stops orannounces 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 payits debts pursuant to or for the purposes of any applicable law; or

(d) any legal act (“acto normativo”) that has as its object or consequence thedissolution, winding up, liquidation or any other procedure having a similar natureor effect in respect of the Issuer enters into force or if the commencement ofdissolution, winding up, liquidation proceedings or any other procedure having asimilar nature or effect (including the obtaining of a moratorium) occurs unlesssimultaneously with such event the Notes become the direct, unconditional andunsubordinated obligations of (i) the Portuguese Republic or of (ii) an “entidadepública empresarial” (E.P.E.) created as the successor of the Issuer and having thesame legal, administrative, credit and financial status of the Issuer and, in eachcase, 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 theGuarantor on the same terms as under the Guarantee; or

(e) the Issuer makes a conveyance or assignment for the benefit of, or enters into anycomposition or other arrangement with, its creditors generally (or any class of itscreditors) or if any meeting is convened to consider a proposal for an arrangementor composition with its creditors generally (or any class of its creditors); or

(f) it is or will become unlawful for the Issuer to perform or comply with any of itsobligations under or in respect of the Notes or the Agency Agreement or any ofsuch obligations are or become unenforceable or invalid; or

(g) any regulation, decree, consent, approval, licence or other authority necessary toenable the Issuer to perform its obligations under the Notes or the AgencyAgreement 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 ismodified in a manner which adversely affects any rights or claims of any of theNoteholders; or

(h) any legal act (“acto normativo”) that has as its object or consequence (A) the Issuerceasing to be an “entidade publica empresarial” (E.P.E.) enjoying legalpersonality, administrative and financial autonomy with its own estate as providedfor in number 1 of article 1 of its by-laws or any change in the regime applicable tothe winding up and liquidation of EPE's enters into force, save if the Issuercontinues to be qualified as an “empresa pública” (E.P.), as currently defined inDecree-law 558/99, of 17 December, as amended or (B) the Republic of Portugalno longer having effective control and supervision over the Issuer; or

15

(i) the Issuer ceases to develop its core business of rendering transportation services ofpassengers and goods in railway lines as described in article 2 of its by-laws, saveon terms approved or by an Extraordinary Resolution of the Noteholders, unlesssimultaneously with such event the Notes become the direct, unconditional andunsubordinated obligations of (i) the Portuguese Republic or (ii) an “entidadepública empresarial” (E.P.E.) created as the successor of the Issuer and having thesame legal, administrative, credit and financial status of the Issuer and, in eachcase, 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 theGuarantor on the same terms as under the Guarantee; or

(j) all or any substantial part of the undertaking, assets and revenues of the Issuerexceeding €10,000,000 in value is condemned, seized or otherwise appropriated byany person acting under the authority of any national, regional or local governmentand remains so for a period of 60 days; or

(k) any event occurs which, under the laws of the Portuguese Republic, has or mayhave 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 theIssuer to comply with its obligations under the Conditions of the Notes; or

(l) the Guarantee is not (or is claimed by the Guarantor not to be) in full force andeffect.

For the purpose of this clause 8.1. it will not constitute an Event of Default thetransfer by the Issuer to CP Carga – Logística e Transportes Ferroviários deMercadorias, S.A. (which share capital is totally held by the Issuer) of thecommodities 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 Issuerand 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 ofthe Notes or to alter the method of calculating the amount of any payment inrespect 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 theNotes;

(iv) for the acceleration of the obligations under the Notes; and

(v) to amend this definition.

9. NOTICES

Notices to the Noteholders shall be valid, so long as the Notes are listed on Euronext andthe rules of Euronext Lisbon so require, if published on the Euronext Lisbon bulletin, madeavailable at www.cmvm.pt of the CMVM and if delivered to Interbolsa for communication by itto the relevant Affiliate Members of Interbolsa. Any such notice shall be deemed to have been

16

given on the date of such publication or, if published more than once or on different dates, onthe first date on which publication is made, as provided above.

The Issuer shall also ensure that notices are duly published in a manner which complieswith the rules and regulations of any stock exchange, or the relevant authority, on which theNotes are for the time being listed. Without prejudice to the preceding sentence, if the Notescease to be listed on Euronext, all notices to the Noteholders will be valid if mailed to them attheir respective addresses recorded in the respective register of Noteholders of the AffiliatedMembers of Interbolsa through which the Notes are held. Any notice shall be deemed to havebeen given on the date of publication or, if so published more than once or on different dates, onthe 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 themodification or abrogation of any of these Conditions by Extraordinary Resolution and theappointment or dismissal of a common representative are governed by the PortugueseCompanies 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 generalmeeting of shareholders of the Issuer, before the appointment of, or in case of refusal to convenethe Meeting by, the common representative and shall be convened if requested by Noteholdersholding 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 therelevant convening notice, if convened by publication on the Euronext bulletin, and not less than21 (twenty one) days following the convening notice being given, if convened by registeredmail as set forth in Condition 9. The quorum required for a meeting convened to pass aresolution other than an Extraordinary Resolution will be any person or persons holding orrepresenting 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 orrepresenting at least 50 per cent. of the Notes then outstanding or, at any adjourned meeting, anyperson or persons holding or representing any of the Notes then outstanding, independent of theprincipal amount thereof.

The majority required to pass a resolution other than an Extraordinary Resolution is themajority of the votes cast at the relevant meeting; the majority required to pass an ExtraordinaryResolution, including, without limitation, a resolution relating to the modification or abrogationof certain of the provisions of these Conditions, is at least 50 per cent. of the principal amount ofthe Notes then outstanding or, at any adjourned meeting, two-thirds of the votes cast at therelevant meeting. Resolutions passed at any meeting of the Noteholders will be binding on allNoteholders, whether or not they are present at the meeting or have voted against the approvedresolutions.

10.2 Appointment, dismissal and substitution of the common representative

The Noteholders may appoint, dismiss and substitute the common representative by way ofa Resolution passed for such purpose or, if no Resolution is passed, the Issuer or any Noteholdermay request a court to appoint the common representative. Each of the Noteholders may alsorequest 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 10shall be binding on the Noteholders and shall be notified by the Issuer to the Noteholderspromptly thereafter in accordance with Condition 9.

11. Further Issues

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The Issuer is at liberty from time to time without the consent of the Noteholders to createand issue further notes or bonds but subject to confirmation that the Guarantee will apply tosuch further notes or bonds, and is increased by the corresponding amount either (a) rankingpari passu in all respects (or in all respects save for the first payment of interest thereon) and sothat the same shall be consolidated and form a single series with the outstanding notes or bondsof 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 obligationsarising out of or in connection with them, are governed by, and will be construed in accordancewith, Portuguese law.

12.2 Jurisdiction

The courts of Lisbon shall have jurisdiction to settle any proceedings arising out of or inconnection 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 extentpermitted by law, not to raise with respect to the Notes any right to claim sovereign or otherimmunity from jurisdiction or execution and any similar defence, and to the fullest extentpermitted by law irrevocably and unconditionally consents to the giving of any relief or theissue of any process, including, without limitation, the making, enforcement or executionagainst any property whatsoever (irrespective of its use or intended use) of any order orjudgment made or given in connection with any proceedings arising out of or in connection withthe issue of the Notes.

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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”)

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 obrigaçãodo devedor principal, e irrevogavelmente, a favor de qualquer detentor das Obrigações,seus sucessores e cessionários (os “Obrigacionistas”) o pagamento atempado dosmontantes correspondentes ao capital e juros exigíveis à Emitente (as “ObrigaçõesGarantidas”) ao abrigo dos Termos e Condições das Obrigações (as “Condições”) cujaminuta se encontra anexa à presente Garantia e dela faz parte integrante.

2. Os termos definidos nas Condições têm o mesmo significado quando utilizados nestaGarantia.

3. O objectivo da presente Garantia é assegurar o cumprimento das obrigações da Emitenteprevistas nas Condições e resultantes da emissão das Obrigações.

4. O Garante, pela presente renuncia incondicional, ou seja, nos exactos termos e condiçõesda obrigação do devedor principal, e irrevogavelmente ao benefício de excussão prévia dosbens da Emitente, nos termos e para os efeitos do disposto no artigo 640.º alínea a) doCódigo Civil Português.

5. Pela presente, a República Portuguesa garante, a qualquer momento, que asresponsabilidades actuais e contingentes, assumidas nos termos da presente Garantia,constituem obrigações directas e não subordinadas do Garante concorrendo a pari passucom 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 ObrigaçõesGarantidas, nas datas devidas, sempre que a Emitente reconheça não estar habilitada asatisfazer os encargos com o capital e juros das Obrigações Garantidas nas datas fixadascontratualmente, evitando o vencimento antecipado da totalidade das obrigações assumidaspela Emitente em relação às Obrigações emitidas.

2. A Garantia será accionada por qualquer Obrigacionista ou um seu representante sempre quea Emitente incumprir o pagamento, total ou parcial, de qualquer Obrigação Garantida, nasdatas devidas. O Garante pela presente assegura que efectuará todos os pagamentosrespeitantes às Obrigações Garantidas à primeira notificação de qualquer Obrigacionista oude um seu representante e após confirmação junto da Emitente de que o montantereclamado ao Garante é equivalente ao montante que a Emitente não pagou em tempodevido.

3. Sem prejuízo da responsabilidade do Garante pelos juros de mora nos termos do parágrafo 4desta cláusula, a verificação/ confirmação por parte do Garante de que o montantereclamado por qualquer Obrigacionista ou por um seu representante corresponde aomontante efectivamente em dívida e que não foi pago pela Emitente, na data devida eprevista 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 emparte, alguma das Obrigações Garantidas na data devida, as obrigações assumidas peloGarante na presente Garantia mantêm-se inalteradas, ainda que a Emitente não lhe faculte a

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 porqualquer Obrigacionista ou um seu representante e será apenas responsável pelos juros demora que decorram a partir da data da primeira notificação ao Garante realizada por correioregistado, fax, correio electrónico ou qualquer outro meio permitido pela lei portuguesa.

5. Todos os pagamentos a efectuar pelo Garante nos termos desta Garantia serão realizadossem qualquer compensação e sem dedução de quaisquer impostos, taxas, retenções ououtros encargos, presentes ou futuros, seja qual for a sua natureza, a não ser que o Garanteesteja obrigado por lei a efectuar essas deduções. Se tal for necessário, e nos exactos termose condições do exigido ao Emitente nas Condições, o Garante pagará os referidosmontantes, respeitantes a capital, juros ou outros montantes adicionais, de forma a que osmontantes líquidos remanescentes após dedução de tais impostos, taxas, retenções ou outrosencargos sejam equivalentes aos montantes que seriam pagos se não houvesse necessidadede 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 sópoderá recusar a sua aprovação no caso das alterações serem passíveis de afectar as suasresponsabilidades no âmbito desta Garantia.

Artigo 4

Representações e Garantias

1. As obrigações emergentes desta Garantia não serão afectadas por qualquer alteração da formalegal da Emitente ou da propriedade do seu capital.

2. O Garante assegura aos Obrigacionistas que (i) a emissão da Garantia foi devidamenteaprovada e autorizada, de acordo com a Lei n.º 112/97, de 16 de Setembro bem como dequaisquer 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 nostermos da Lei n.º 112/97, de 16 de Setembro bem como de quaisquer outras leis eregulamentos aplicáveis.

Artigo 5

Regime Jurídico

1. Os direitos e deveres emergentes desta Garantia são exclusivamente regidos pelas leisPortuguesas. O local de cumprimento das obrigações do Garante é Lisboa e o Garante elege oTribunal 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 dequalquer prorrogativa ou direito especial, de natureza processual ou patrimonial, face àsdemais partes interessadas na emissão das Obrigações Garantidas, passível de ser invocado emTribunal.

Artigo 6

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 PaymentDate) e Data de Reembolso (Reimbursement Date) estipulada nas Condições dasObrigações, sem prejuízo da subsistência da obrigação de pagamento das ObrigaçõesGarantidas que entretanto tiverem sido accionadas antes dessa data.

2. Sem prejuízo do disposto no parágrafo 1 acima, caso os Titulares das Obrigações, uma vezexpirada a Garantia, sejam obrigados a devolver as quantias recebidos a título depagamento dos seus créditos, em resultado de processo de insolvência ou de qualquerprocesso judicial, a Garantia entrará novamente em vigor e voltará a ser plenamente válidae 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 umoriginal, 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.ºs 1 e 2 do artigo 17º daLei 112/ 97].

Morada para comunicações: Rua da Alfândega, 5-1º 1149 – 008 Lisboa Portugal Telefone – 21 88 46 000 Fax – 21 884 62 29

E – mail – [email protected]

22

GUARANTEE

of the

Portuguese Republic(the "Guarantor")

relating to

€ 500.000.000 4.17 per cent. Guaranteed Notes due October 2019

(the “Notes”)

Issued by

CP Comboios de Portugal, E.P.E.

(the “Issuer”)

23

Article 1

Obligations of the Guarantor

1. In accordance with Law n.º 112/97, of 16 September (“Law 112/97”), the PortugueseRepublic hereby unconditionally, in the exact terms and conditions of the Issuer’sobligations, and irrevocably guarantees to any holder of the Notes and any of its successorsand assignees (the “Noteholders”) the due payment of the amounts corresponding to theprincipal and interest payable by the Issuer (the “Guaranteed Obligations”) pursuant to theTerms and Conditions of the Notes (the “Conditions”) which draft is attached to thisGuarantee 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 Issuerset 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’sobligations, and irrevocably renounces to the right to request the prior seizure of the assetsof 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 andfuture responsibilities, assumed under this Guarantee, will constitute direct andunsubordinated obligations of the Guarantor which rank pari passu with all other present orfuture direct and unsubordinated obligations of the Guarantor, save for such obligations asmay 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 suchpayments in respect of the Guaranteed Obligations on the due dates, every time the Issuerrecognizes it will be unable to satisfy the payment of capital and interest due under theGuaranteed Obligations in the due dates in order to avoid the full outstanding amounts inrespect of the Notes to be declared immediately due and payable.

2. The Guarantee will be called by any Noteholder or its representative whenever the Issuerfails, in whole or in part, to pay any Guaranteed Obligation on its due date. The Guarantorhereby warrants that it will make payments in respect of the Guaranteed Obligations uponthe first notification of any Noteholder or its representative and after confirmation with theIssuer that the claimed amounts correspond to the amounts unpaid by the Issuer on the duedates.

3. Without prejudice to the liability of the Guarantor for default interest under paragraph 4 ofthis clause, the verification/ confirmation by the Guarantor that the amounts claimed by anyNoteholder or its representative correspond to the amounts which the Issuer failed to makeon the due date under the Conditions shall take place within no more than 5 (five) BusinessDays (as defined below) after the first notification in respect thereof. For the avoidance ofdoubt, whenever the Issuer fails, in whole or in part, to pay any Guaranteed Obligation onits due date, the Guarantor shall remain liable under the Guarantee even if the Issuer doesnot 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 anyNoteholder or its representative and shall only be liable for the payment of default interest

24

from the date of the first notification served by registered mail, fax or e-mail or any othermeans permitted under Portuguese law.

5. All payments to be made by the Guarantor under this Guarantee shall be made without setoff 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 requiredby law to make such deduction. If so required, and in the exact terms of the Issuer’sobligations under the Conditions, the Guarantor shall pay such amounts as may benecessary in respect of principal, interest, additional amounts or otherwise in order that thenet amounts remaining after such deduction of such taxes, duties, withholding or othercharges shall equal the respective amounts which would have been payable if no suchdeductions 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 theGuarantor. The Guarantor can only refuse to give its consent if such modifications are likely toaffect 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 legalform of the Issuer or of its ownership.

2. The Guarantor warrants to the Noteholders that (i) the issue of the Guarantee has been dulyapproved and authorized in accordance with the provisions of Law n.º 112/97, of 16 Septemberas 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, legaland enforceable in accordance with the terms of Law no. 112/97, of 16 September, as well asany other applicable laws and regulations.

Article 5

Governing Law

1. The rights and duties arising from this Guarantee shall be exclusively governed by the lawsof the Portuguese Republic. Place of performance for the obligations of the Guarantor shallbe 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 anyspecial entitlement or right, whether of judicial or patrimonial nature, towards the remainingparts involved in the Guaranteed Obligations and which is able to be claimed before thecourts.

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

25

in the Conditions of the Notes, without prejudice to the maintenance of the obligation topay 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 hasexpired, be obliged to return the amounts received as payment of its credits, as a result ofan insolvency or any other judicial procedure, the Guarantee will immediately recover itseffectiveness 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 theEnglish language. In the event of a conflict between the two versions, the Portuguese versionshall prevail.

The Guarantee is executed in six samples of each version, each one with the validity of anoriginal copy, one being for the Guarantor, another for each “Lead Manager” and one for theIssuer.

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, 5-1º1149 – 008 LisboaPortugalTelefone – 21 88 4 60 00 Fax – 21 884 69 29E – mail – [email protected]

26

USE OF PROCEEDS

The net proceeds of the issue of the Notes, amounting to approximately €500,000,000 willbe applied by the Issuer for general financing requirements in the course of the Issuer’s generalcorporate purposes.

27

DESCRIPTION OF THE ISSUER

Introduction

CP – Comboios de Portugal, E.P.E. (formerly Caminhos de Ferro Portugueses, E.P.) (“CP” orthe “Issuer”) was incorporated for an unlimited duration as a public company by Decree-Lawno. 109/77, of 25 March, 1977, which was recently replaced by Decree-Law no. 137-A/2009, of12 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, 1249-109 Lisbon, Portugal.

CP enjoys separate legal personality and administrative, financial and asset ownershipautonomy and is subject to the supervision of the Ministry of Finance and of PublicAdministration as well as of the Ministry of Public Works, Transport and Communications. Thesupervisory powers of those entities encompass powers to authorise and approve activities andinvestment plans, budgets and financial statements, application of income and utilisation ofreserves, subsidies, compensatory indemnities and tariffs and prices policies to be applied byCP.

The main corporate purpose of CP is the rendering of services of national and internationalpassenger and freight transportation. In addition, CP may undertake activities ancillary to itsmain corporate purpose and, subject to Portuguese Government approval, it may incorporatesubsidiaries and acquire interests in existing corporate entities.

CP’s by-laws were recently replaced by DL 137-A/2009 which approved the new legal regimeapplicable to CP. This Decree-Law endeavours to render effectiveness to the regime establishedin 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 submitsuch 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 procurementprocedures, along with the temporarily assignment of its establishment, including rolling stockand fixed assets required for the operation. CP remains the sole entity entitled to the concessionof the Portuguese passenger railway transportation, except as concerns the concession ofapproximately 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 ofactivity 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 whollyheld 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 toprivate companies in respect of winding-up and liquidation, as well as to the regime pertainingto company’s recovery procedures, since under DL 558/99 E.P.E. may only be subject to suchproceedings if so determined by a special Decree-Law. Accordingly, rules relating to winding-up, liquidation or company’s recovery procedures will only apply to the extent defined in therelevant decree-law.

Ownership and Capital Structure

The capital of CP is composed of financial allocations and other appropriations from thePortuguese State and other public entities.

As of the date hereof, the statutory capital of CP amounts to EUR 1,995,317,000 wholly ownedby the Portuguese State. As an E.P.E. 100 per cent. of CP’s statutory capital is, and will alwaysbe required to be, owned by the Portuguese State or by other public entities.

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Business

Evolution of the rail sector framework

Restructuring processes for railway transportation systems undertaken in various countries haveshown 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 rationalisationof the railway system, fitted to the particular circumstances of each country, in terms of marketcharacteristics, social goals and budgetary constraints.

To overcome the above mentioned problems, a strategy was put in place to revitalise therailways 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 asustainable, well integrated and efficient rail system.

Rail legislation in the early nineties introduced a certain degree of market opening and impelledthe railways to focus more on competitiveness. Since then, the European Commission has putforward additional initiatives such as the first and second railway package.

The first railway package (“First Railway Package”) contained in Directive no. 2001/12/EC, of26 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 (“Directive2001/14/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 andbetween the infrastructure manager and railway operators;

establish the conditions that freight operators must meet in order to be granted a licenceto 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 Portugueselaw through Decree-Law no. 270/2003, of 28 October, 2003 (“DL 270/2003”), which has beenthe crucial element of the present regulatory framework for the railway sector, on one hand byimplementing an innovative legal and economical framework for the promotion of the railwaydevelopment, through the opening to new operators, namely on the freight transportation andby submitting all players to the national and European competition rules and on the other handby improving the railway sector initiated in 1997 with the separation of the infrastructuremanagement and the operation which resulted in the creation of REFER - Rede FerroviáriaNacional, E.P., which have been transformed in an E.P.E. by Decree-Law no. 141/2008, of 22July, 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 rationalisationof the railway transportation system had as its starting point the phasing out of monolithiccompanies, 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 anew philosophy of State intervention in the sector, allowing for some degree of subsidiesgranted to the infrastructure network, the use of which is paid for by transportation operatorswho enter into public service agreements with the State including for financial compensation tofund shortfalls between the costs of an efficient service and the revenues prescribed by the Stateor, 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

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amended Directive 91/440/CEE, of 29 July, 1991) (“Directive 2004/51/EC”), among otherthings, opened up both national and international freight services on the entire Europeannetwork from 1 January 2007, laid down a procedure for granting the safety certificates whichevery railway company must obtain before it can run trains on the European network andharmonises safety levels across Europe.

The Directives 2004/49/EC and 2004/51/EC were transposed by Decree-Law no. 231/2007, of14 of June, 2007 which envisaged the completion of the regulatory framework and proceededwith 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, shownsigns of being an economically and financially balanced system. This is a goal in itself and isonly achievable through the balance of its component organisations and the definition,stabilisation and discipline of relations as between them and, more importantly, as between eachone of these organisations and the Portuguese State.

Cultural and management changes required by the new organisation of the railway system aremainly focused on the market, aiming at delivering quality services capable of satisfyingcustomer needs. However, the success of the implementation of this strategy is subject to, interalia, the removal of constraints on the company’s activity in at least one of two ways, eithermodification of the pricing system or contracting of the company’s service, with a strictapproach to relations with the State ensuring an efficient system of compensation for thecompany for performing the regulated activity.

In effect, the State may impose on CP restrictive conditions in the name of public interest. ltmay, for example, impose a tariff’s policy insufficient to cover total operating costs, force thecompany to provide transport services on terms different from commercially prevalent marketconditions or maintain surplus employees or resort to credit caused by delays in the payment ofcompensation or capital allocations to which the company is entitled.

Whenever justified by the public interest, the State may, in return for its undertaking to makecompensatory payments albeit subject to deferral, require CP to endure conditions, pricingincluded, which may affect the rationality of its economic and financial management.

Given the significance of accumulated historical deficits and unpaid but due financialcompensations, the first implementation phase of this restructuring was effected through thetransfer to REFER of part of CP’s assets and liabilities and infrastructure operation, whereupontwo significant issues arose:

• Financial recovery; and

• Creation of conditions of operating efficiency and economic and financial sustainabilityof the entities in the new system.

The transfer of certain CP activities and assets to REFER, which was completed in the year2000, was the beginning of the process of financial recovery. Financial recovery was alsoachieved through an increase of the CP statutory capital subscribed by the Government in 1997and 1998.

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 byDL 137-A/2009.

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As a result of the improvement of the conditions in the operation sector, CP acquired the statusof 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 createdREFER) consolidated the principle whereby it is the responsibility of the Portuguese State andnot 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 theinfrastructure which makes up the national rail network and it has been assigned specificobjectives for infrastructure development, modernisation and efficiency in order to adapt it toprevailing needs of the economy and the population. As responsibilities assigned to this entityare limited to infrastructure matters, conditions were established for the opening of the railtransportation to private operators. The rationalisation of the operation of the transportationsector 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 EuropeanUnion common transportation policy.

REFER was developed in phases, regarding the transfer of responsibilities, assets and liabilitiesfrom CP.

REFER’s current management principles aim to ensure its economic viability and financialbalance, having regard to legally mandatory conditions and those arising from public serviceobligations.

Usage fees charged to railway operator users of the rail infrastructure have from the outset beenconsidered the main income source for REFER. CP has a legal obligation to pay REFER anaccess fee for the use of rail infrastructure. This infrastructure charge is linked to several factorsincluding the cost of maintenance of assets.

Within the Program for the restructuring of the Central Administration of the State, moreprecisely within the restructuring of the Ministry of Public Works, Transport andCommunications, it was created the Institute of Mobility and Terrestrial Transport (“Instituto daMobilidade e Transporte Terrestre, I.P.”) which integrates the powers of the extinguishedNational Institute of Rail Transport and which contains an organic unity with regulatoryfunctions for the railway activities, namely regarding the rules and criteria for the infrastructurecharge to be proposed by REFER.

Decree-Law no. 231/2007, of 14 June, 2007 (“DL 231/2007”) establishes that REFER is underthe obligation to prepare a Network Statement, after consulting with, among others, the railwayoperators.

The Network Statement provides the features of the Portuguese rail network and details thegeneral conditions for acquiring capacity on the network and use of inherent services. Apartfrom the network’s features, this document contains the access conditions, describes the servicesoffered by REFER to the Railway Undertakings (RUs) purporting to run services over thesystem and includes the charges and pricing principles along with the respective methodologyand regulations for calculating tariffs.

In accordance with Decree-Law 270/2003, as amended by Decree-Law 231/2007, the NetworkStatement provides the RUs with the essential information they need to gain access to thePortuguese railway infrastructure managed by REFER and opened to rail transport.

Thus, the Network Statement contains general rules, deadlines, procedures and criteria relatingto charging systems and capacity allocation, including other information required by applicantsto use the infrastructure capacity.

Regulatory Institute

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The Institute for Mobility and Ground Transports (“Instituto da Mobilidade e dos TransportesTerrestres” or “IMTT”) was created pursuant to Decree-Law no. 147/2007, of 27 April, 2007and encompasses the previous attributions of the National Institute of Railway Transportation(“Instituto Nacional do Transporte Ferroviário”). IMTT shall assure mechanisms whicheffectively guarantee the access and exercise of the activity by the railway transportationoperators’ in accordance with the capacity of the available infrastructure and grant equitabletreatment rules instead of discriminatory rules. In this context, it has been established a structureendowed with functional independence, for the treatment of the issues strictly regulatory of therailway sector.

Commercial Activity

CP has been carrying out its commercial activities in accordance with the Strategic Orientationsfor the Railway Sector, which gave rise to “CP Mais”, which is the company’s Strategic Planfor the four year period 2007/2010 and also in accordance with the General Orientations for theState Corporate Sector issued by the Directorate-General of the Treasury and Finance and by theMinistry responsible for the transport sector.

The referred Plan and Orientations envisage, among others, the enhancement of CP activities asto create a sustained rise in demand. CP’s positive response, whenever possible, to thecustomers’ needs, namely by the implementation of new schedules, and the improvement ofnew operation models fostered a growing demand. The reopening of the Rossio tunnel has alsoplayed its role in this growing demand. Its closure in October 2004 forced CP to find alternativetransport solutions for its customers which resulted in operation losses, being the respectivecompensation still pending.

CP has also developed popular seasonal and touristic trips, increased train services to thebeaches, intensified its transport offer in Lisbon on Friday and Saturday nights and on eveningsprior to holidays and offered special trains during local, regional and national events whichattract larger number of customers.

In respect of the rolling stock CP has increased CP Oporto’s rolling stock and has given a newimage 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 governmentsupervision entity revealing the clear advantage of having CP as the manager of the high speednetwork, particularly in order to take profit of synergies and the creation of maximum valueassociated to this option.

For the future, CP’s activities will continue to comply with the objectives of the “CP Mais”2007-2010 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 ofCP Lisbon;

Launch of the tender to acquire Rolling Stock for the urban services of Lisbon andOporto, 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 participatingin various events are the main measures planned for 2009.

Maintenance of the process to optimise activities by always emphasising safety andservice quality.

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CP’s Sources of Revenues

CP’s operations have not generated in the past and are not expected to generate in the futuresufficient revenues to cover operating costs, thus rendering CP dependent on public sectorfunding and other subsidies received from the Portuguese State and, occasionally from otherinter-governmental authorities, including European Union. According to CP’s by-laws, CP isentitled to receive provisions from the State or from other public entities, grants and financialcompensations’ as a result of its assumption of public service obligations.

The Portuguese State has always made capital contributions to the Issuer in amounts sufficientto 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 CPshall be conducted by a Board of Directors appointed by the Government. This results fromCP’s by-Laws recently approved by DL 137-A/2009. Notwithstanding, DL 137-A/2009 statesthat the existent CP’s corporate bodies shall keep their functions until the appointment of newcorporate bodies. Thus, as no appointment has been made until the date hereof, the previousManagement Board (“Conselho de Gerência”) assumed the full functions of the Board ofDirectors 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 anextraordinary basis whenever convened by the Chairman or by any member of the Board ofDirectors.

The decisions of the Board of Directors shall only be valid provided they are taken in meetingsattended 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 SupervisoryBoard composed by three members to be appointed by the Portuguese Government. As noappointment 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 anextraordinary basis whenever convened by the Chairman of the Supervisory Commission or anyof its members. The Supervisory Commission in office has the following members:

Chairman

Issuf Ahmad

Members

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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 wheneverconvened 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 governmentalorder issued by the Minister of Finance and the Minister of Public Works, Transport andCommunications.

Presently, the Issuer has as an external Auditor KPMG & Associados – Sociedade de RevisoresOficiais 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 membersof the Portuguese Government responsible for the finance and transportation areas, onerepresentative designated by IMTT, one representative designated by the MetropolitanAuthority 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 theCP’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 theManagement Board, Supervisory Commission and Audit Committee:

Gross remuneration

Management Board:

Chairman

Vice-President and Members

EUR 4,752.55 (12X per year plus holydaysand Christmas subsidy)

EUR 1,663.39 (12X per year) asrepresentation expenses)

EUR 4,204.18 (12X per year plus holydaysand Christmas subsidy)

EUR 1,261.25 (12X per year) asrepresentation expenses)

Supervisory Commission:

Chairman

Members

EUR 14,257.68

EUR 23,676.00

EUR 11,406.12

The following shows the members of the Board of Directors and their positions in participatedcompanies, as at the date hereof:

EMEF -

Chairman - Francisco José Cardoso dos Reis

Director - Paulo José da Silva Magina

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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 Directorsonce appointed, one being the Chairman; or

(b) By the signature of one member of the Management Board or the Board of Directors onceappointed, 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 lawestablishes its respective representation powers.

The business address of the Directors is Calçada do Duque no. 20, 1249-109 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% inrelation to the previous year and have been effected in the operational categories: commercialassistants and machinery operator.

In 2008 the volume of supplemental work increased 4.14% as a result of the growth of theactivity not followed by an employee increase. On the contrary, the absenteeism has maintainedits decreasing tendency, achieving its lower level, with 6.85%.

The Issuer has executed an agreement with almost all of the Unions representative of itsemployees over salary and pecuniary matters.

The Issuer has also maintained its investment on the qualification of its employees throughprofessional training.

Litigation

As at 31st December, 2008, CP had the following pending legal proceedings:

Ongoing Legal Proceedings Provision

Aveiro Customs (missing tobacco) (a) ………….. 30,332,243.78

Other (b) …………………………………………… 4,327,291.73

(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 [K1]: Avaliar retirar esteponto

Comment [K2]: Decomposição? O valorde provisões com esta natureza ascende a3,3 MEUR

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equivalent to 50 per cent. of the amount of the proceeding at the beginning. Although theamount of the proceeding has been decreasing as a result of the Issuer’s contest the Issuerhas not, as a cautious measure, reduced the initial provision;

(b) Claims for damages in railway accidents, labour suits and other proceedings for which CPhas 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 non-consolidated financial statements contained in CP’s Annual Reports for the years 2007 and2008.

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PROFIT & LOSS ACCOUNTYear ended 31st December,

2008 2007(€ ' 000)

Costs and LossesCost of materials consumed 18,771.5 16,000.0Third party supplies and services 141,839.1 140,506.6Personnel costs 141,381.2 133,676.5Depreciation and amortization expense 74,199.2 75,065.4Adjustments and Provisions 5,594.8 7,935.0Taxes 197.4 124.3Other operating expenses 62,723.0 57,650.1

444,706.2 430,957.9Interest and other financial expenses 152,284.0 130,553.8

596,990.2 561,511.7Extraordinary losses 851.1 6,592.5

597,841.3 568,104.2Income taxes 338.1 311.5

598,179.4 568,415.7Net profit (loss) for the year -190,385.9 -183,888.8

407,793.5 384,526.9

Income and GainsServices rendered 290,267.0 282.044.9Variation in production 0.0 0.0Own work capitalised 0.0 0.0Supplementary income 10,296.9 10,313.8Reversals of depreciation and adjustments 6,754.0 1,571.6Other operating income 37,641.2 31,073.2

344,959.1 325,003.5Interest and other financial income 44,469.4 29,917.2

389,428.5 354,920.7Extraordinary gains 18,365 29,606.2

407,793.5 384,526.9

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BALANCE SHEETYear ended 31st December,

2008 2007(€ ' 000)

Fixed AssetsIntangible assets 728 763Tangible assets 1,172,367 1,198,130Investments 25,981 23,250Current assetsInventories 5,493 4,247Accounts receivables- medium and long term - -- short term 78,231 62,199Cash and Banks 4,414 9,705Accruals and Deferrals 67,533 53,515

Total Assets 1,354,746 1,351,809

Equity and LiabilitiesStatutory Capital 1,995,317 1,995,317Adjustments to equity holdings insubsidiaries and associate companies 2,817 2,817Revaluation reserves 88,611 92,777

Reserves:Legal reserve 25 25Statutory reserve 1,307 1,307Other reserves 97,016 97,596Retained earnings /

(losses) -4,008,396 -3,829,012-1,823,303 -1,639,173

Net profit (loss) for the year -190,386 -183,889Total Equity -2,013,689 -1,823,062

LiabilitiesProvisions 46,851 50,982Medium and long-term liabilities 2,615,932 2,350,054Short-term liabilities 410,067 461,923Accruals and Deferrals 295,585 311,912Total Liabilities 3,368,435 3,174,871Total Equity and Liabilities 1,354,746 1,351,809

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TAXATION IN PORTUGAL AND ELIGIBILITY FOR THE PORTUGUESEDEBT SECURITIES TAX EXEMPTION REGIME

The following is a summary of the material Portuguese and EU tax consequences withrespect to the Notes. The summary does not purport to be a comprehensive description of all ofthe tax considerations that may be relevant to any particular Noteholder, including taxconsiderations that arise from rules of general application or that are generally assumed to beknown to Noteholders. This discussion is based on Portuguese law as it stands at the date of thisInformation Memorandum and is subject to any change in law that may take effect after suchdate. Prospective investors in the Notes should consult their professional advisers with respectto particular circumstances and the effects of state, local or foreign laws to which they may besubject. Noteholders who are in doubt as to their tax position should consult their professionaladvisers.

Portuguese Taxation

Economic benefits derived from interest, amortisation, reimbursement premiums and otherinstances of remuneration arising from the Notes are designated as investment income forPortuguese tax purposes.

General tax regime applicable on debt securities

According to the Portuguese general tax provisions, investment income on the Notes paidto a holder of Notes (who is the effective beneficiary thereof (the “Noteholder”)) considered tobe resident for tax purposes in the Portuguese territory or to a non-Portuguese resident having apermanent establishment therein to which income is imputable, is subject to withholding tax at arate of 20 per cent., except where the Noteholder is either a Portuguese resident financialinstitution (or a non-resident financial institution having a permanent establishment in thePortuguese territory to which income is imputable) or benefits from a reduction or a withholdingtax exemption as specified by current Portuguese tax law. In relation to Noteholders that arecorporate entities resident in the Portuguese territory (or non-residents having a permanentestablishment therein to which income is imputable), withholding tax is treated as a payment onaccount and, therefore, such Noteholders are entitled to deduct it from their final corporateincome tax liability. In relation to Noteholders that are individuals resident in the Portugueseterritory, withholding tax shall be considered as final, unless the individual elects to include theincome received on the Notes in his taxable income, to be subject to tax at progressive rates ofup to 42 per cent. In this case, the tax withheld is deemed to be a payment on account of thefinal tax due.

Investment income on the Notes paid to Noteholders considered as non-residents in thePortuguese territory (and having no permanent establishment therein to which income isimputable) is also subject to withholding tax at a final withholding tax rate of 20 per cent. Thiswithholding tax rate may be reduced in accordance with any applicable double taxation treatyentered by Portugal, subject to compliance with certain procedures and certificationrequirements of the Portuguese tax authorities, aimed at verifying the non-resident status andeligibility 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 securitiesregistered with a centralised system recognised by the Portuguese Securities’ Code andcomplementary 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 exemptfrom Portuguese income tax provided that the requirements describer hereunder are met.

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Regarding capital gains, such exemption will apply provided that those gains: (i) arerealised by non-Portuguese resident entities having no permanent establishment located in thePortuguese territory to which such gains are imputable; (ii) that the non-resident entities are notresidents in the countries or territories included in the Portuguese “blacklist” (those countriesand territories listed in Portaria 150/2004, of 13 February 2004); (iii) that, in case of legalentities, such non-residents are not held, directly or indirectly, in more than 25 per cent byPortuguese 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 thewithholding 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 permanentestablishment therein to which interest is imputable); (ii) nor residents in the countries orterritories included in the Portuguese “blacklist” (countries and territories listed in Portaria150/2004, of 13 February 2004), with the exception of central banks and governmental agencieslocated in those blacklisted jurisdictions, and (iii) in the case of being legal entities, providedthat not more than 20 per cent. of its share capital is held, whether directly or indirectly, byPortuguese residents.

For purposes of application at source of this tax exemption regime, Decree-Law 193/2005requires completion of certain procedures and certifications. Under these procedures (which areaimed at verifying the non-resident status of the Noteholder), the Noteholder is required to holdthe 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 “directregistered entities”, is a client of the latter; or (iii) entities managing an international clearingsystem, 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, thePortuguese Government has recognised both Euroclear Bank S.A./N.V. (“Euroclear”) andClearstream Banking, société anonyme (“Clearstream”) as entities managing an internationalclearing 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 theNoteholders 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. Forthis purpose, the registration of the non-resident Noteholders in an exempt account, allowingapplication of the exemption upfront, requires evidence of the non-resident status, to beprovided by the Noteholder to the direct registered entity (this will have to be made by no laterthan the second ICSD Business Day prior to the Relevant Date as defined in “Conditions of theNotes” – Condition 6 (Taxation) as follows:

(a) if the Noteholder is a central bank, public institution, international body, credit orfinancial institution, a pension fund or an insurance company, with its head office in any OECDcountry 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 taxidentification; or (b) a certificate issued by the entity responsible for its supervision orregistration, confirming the legal existence of the Noteholder and its head office; or (c) adeclaration of tax residence issued by the Noteholder itself, duly signed and authenticated, if theNoteholder is a central bank, a public law entity taking part in the public administration (eithercentral, regional or peripheral, indirect or autonomous of the relevant country), or aninternational 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 domiciledin any OECD country or in a country with which the Portuguese Republic has entered into adouble tax treaty, it shall make proof of its non-resident status by providing any of the followingdocuments: (a) a declaration issued by the entity responsible for its supervision or registration or

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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) adocument issued by the relevant Portuguese Consulate certifying residence abroad; or (c) adocument 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. TheNoteholder must provide an original or a certified copy of such documents and, as a rule, if suchdocuments do not refer to a specific year and do not expire, they must have been issued withinthe three years prior to the relevant payment or maturity dates or, if issued after the relevantpayment or maturity dates, within the following three months.

2. Internationally Cleared Notes – held through an entity managing an internationalclearing system

If the Notes are registered in an account with an international clearing system (either withEuroclear and Clearstream) and the management entity of such international clearing systemundertakes not to provide registration services in respect of the Notes to (i) Portuguese taxresidents 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 Portugueseincome tax exemption, the proof required to benefit from the exemption will be made by nolater than the second ICSD Business Day prior to the Relevant Date as defined in “Conditions ofthe Notes” – Condition 6 (Taxation) as follows:

1. Through the presentation of a certificate, on a yearly basis, with the name of eachbeneficial owner, address, tax payer number (if applicable), the identity of the securities, thequantity held and also the reference to the legislation supporting the exemption or the waiver ofPortuguese withholding tax. The following corresponds to the wording and contents of the formof certificate for exemption from Portuguese withholding tax on income from debt securities, ascontained in Order (Despacho) nº 4980/2006 (second series), published in the Portugueseofficial diary, second series, nº 45, of 3 March 2006, issued by the Portuguese Minister ofFinance and Public Administration (currently, Ministro das Finanças e da AdministraçãoPública):

CERTIFICATE FOR EXEMPTION FROM PORTUGUESE WITHHOLDING TAX ONINCOME ARISING FROM DEBT SECURITIES (PARAGRAPH 1 OF ARTICLE 17 OF THESPECIAL TAX REGIME APPROVED BY THE DECREE-LAW 193/2005, OF 7NOVEMBER 2005)

The undersigned Participant hereby declares that he holds debt securities covered by thespecial tax regime approved by Decree-Law 193/2005, of 7 November (the “Securities”), in thefollowing securities account number ………….. (the “Account”) with ……………. (name andcomplete address of the international clearing system managing entity).

We will hold these Securities in our capacity of beneficial owner or in our capacity ofintermediary, holding Securities on behalf of one or more beneficial owners, includingourselves, if applicable, all of whom are eligible for exemption at source from Portuguesewithholding 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:

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Security ISIN orCommon Code

Security description Nominal position

And we hereby declare that we are not liable to Portuguese withholding tax, in accordancewith 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 orCommon 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 theexemption of Personal or Corporate Income withholding tax.

We hereby undertake to provide the ……… (name of the international clearing systemmanaging entity) with a document proving the exemption of personal or corporate income taxreferred in the attached statement of beneficial ownership, whenever the beneficial owner is nota 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 whichthe Portuguese Republic has concluded a Convention for the Avoidance of International DoubleTaxation, on behalf of which we hold Portuguese debt securities in the Account.

We hereby undertake to notify the ……….. (name of the international clearing systemmanaging entity) promptly in the event that any information contained in this certificatebecomes untrue or incomplete.

We acknowledge that certification is required in connection with Portuguese law and weirrevocably authorise ……………………… (name of the international clearing systemmanaging entity) and its Depositary to collect and forward this certificate or a copy hereof, anyattachments and any information relating to it, to the Portuguese authorities, including taxauthorities.

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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

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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: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1. Hereby declares that he/she/it is the beneficial owner of the above-mentioned securitiesand nominal position at the payment date ___________ / ___________ / ___________ ; and

Hereby declares that he/she/it is not liable to withholding tax, in accordance with theapplicable 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 governedby public law and social security federations and institutions

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Art. 10 of CIRC – General Public Interest Companies, Charities and other non-governmental 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: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2. Alternatively, through a yearly declaration that states that the beneficial owners areexempt or not subject to withholding tax. This declaration is complemented with a disclosurelist, on each coupon payment date, of each beneficial owner’s identification, with the name ofeach 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 waiverof Portuguese withholding tax. The following corresponds to the wording and contents of theform of statement for exemption from Portuguese withholding tax on income from debtsecurities, as contained in Regulatory Notice (Aviso) nº 3714/2006 (second series), published inthe Portuguese official diary, second series, nº 59, of 23 March 2006, issued by the PortugueseSecretary of State for Fiscal Affairs (currently, Secretário de Estado dos Assuntos Fiscais):

STATEMENT FOR EXEMPTION FROM PORTUGUESE WITHHOLDING TAX ONINCOME ARISING FROM DEBT SECURITIES (PARAGRAPH 2 OF ARTICLE 17 OF THESPECIAL TAX REGIME APPROVED BY THE DECREE-LAW 193/2005, OF 7NOVEMBER)

The undersigned Participant hereby declares that he holds or will hold debt securitiescovered 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).

45

We hold or will hold these Securities in our capacity of beneficial owner or in our capacityof intermediary, holding Securities on behalf of one or more beneficial owners, includingourselves, if applicable, all of whom are eligible for exemption at source from Portuguesewithholding 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 systemmanaging entity) with a list of Beneficial Owners at each relevant record date containing thename, residence for tax purposes, Tax Identification Number and nominal position ofPortuguese debt Securities for each Beneficial Owner, including ourselves if relevant, on behalfof which we hold or will hold Portuguese debt securities in the Account.

We hereby undertake to notify the ……………(name of the international clearing systemmanaging entity) promptly in the event that any information contained in this certificatebecomes untrue or incomplete.

We acknowledge that certification is required in connection with Portuguese law and weirrevocably authorise ……………………… (name of the international clearing systemmanaging entity) and its Depositary to collect and forward this certificate or a copy hereof, anyattachments and any information relating to it, to the Portuguese authorities, including taxauthorities.

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

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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 followingBeneficial Owners:

Name Taxidentificationnumber

Residencefor taxpurposes

Quantityof Securities

Legal basis of theexemption fromwithholding tax

Code(*)

Legislation(**)

(*) Indicate the legal basis of the exemption from withholding tax in accordance with thefollowing 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 withholdingtax

3 Art. 9 of CIRC – State, Autonomous Regions, local authorities, theirassociations governed by public law and social security federations and institutions

4 Art. 10 of CIRC – General Public Interest Companies, Charities and other non-governmental 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

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(**) The fulfilment of this column is mandatory when the code “9” is indicated in theprevious 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 totalaccounts under their management relating to each Noteholder that is tax exempt or benefits fromthe waiver of Portuguese withholding tax.

The international clearing system managing entity shall inform the direct registering entityof 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 insufficientinformation, tax was withheld, a special refund procedure is available under the special regimeapproved by Decree-law 193/2005. The refund claim is to be submitted by the Noteholder to thedirect or indirect register entity of the Instruments within 90 days from the date the withholdingtook 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 3March 2006 issued by the Portuguese Minister of Finance and Public Administration (currently“Ministro das Finanças e da Administração Pública”) and may be available atwww.portaldasfinancas.gov.pt.

The refund of withholding tax in other circumstances or after the above 90 day period is tobe claimed by the Noteholder from the Portuguese tax authorities under the general proceduresand within the general deadlines.

The absence of evidence of non-residence in respect to any non-resident entity whichbenefits from the above mentioned tax exemption regime shall result in the loss of the taxexemption and consequent submission to the above applicable Portuguese general taxprovisions.

EU Savings Directive

Under EC Council Directive 2003/48/EC on the taxation of savings income, MemberStates are required, from 1 July 2005, to provide to the tax authorities of another Member Statedetails of payments of interest (or similar income) paid by a person within its jurisdiction to anindividual 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) tooperate a withholding system in relation to such payments (the ending of such transitionalperiod being dependent upon the conclusion of certain other agreements relating to informationexchange with certain other countries). A number of non-EU countries and certain dependent orassociated territories of certain Member States have agreed to adopt similar measures (eitherprovision of information or transitional withholding) in relation to payments made by a personwithin its jurisdiction to, or collected by such a person for, an individual resident in a MemberState. In addition, the Member States have entered into reciprocal provision of information ortransitional withholding arrangements with certain of those dependent or associated territories inrelation 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 theEuropean Union on the operation of the Directive, which included the Commission's advice onthe need for changes to the Directive. On 13 November 2008 the European Commissionpublished a more detailed proposal for amendments to the Directive, which included a numberof 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.

48

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

49

SUBSCRIPTION AND SALE

Deutsche Bank Aktiengesellschaft (the “Lead Manager”) has entered into a subscriptionagreement (the “Subscription Agreement”) dated 13 October 2009 with the Issuer. Under theSubscription Agreement, the Lead Manager has agreed to subscribe or procure subscribers forthe Notes at the issue price of 100 per cent. of the principal amount of the Notes, less thecommissions 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 hasagreed to indemnify the Lead Manager against certain liabilities, incurred in connection with theissue of the Notes. The Subscription Agreement may be terminated in certain circumstancesprior to payment of the Subscription Price to the Issuer.

United States

The Notes (which term for the purposes of this section “United States” shall, whereappropriate, include the Guarantee) have not been and will not be registered under the SecuritiesAct and may not be offered or sold within the United States or to, or for the account or benefitof, U.S. persons except in certain transactions exempt from the registration requirements of theSecurities Act.

The Lead Manager has agreed that, except as permitted by the Subscription Agreement, itwill 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 ClosingDate within the United States or to, or for the account or benefit of, U.S. persons and that it willhave sent to each dealer to which it sells any Notes during the distribution compliance period aconfirmation or other notice setting forth the restrictions on offers and sales of the Notes withinthe United States or to, or for the account or benefit of, U.S. persons. Terms used in thisparagraph 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 Noteswithin the United States by any dealer that is not participating in the offering may violate theregistration 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 tobe communicated an invitation or inducement to engage in investment activity (within themeaning of Section 21 of the Financial Services and Markets Act (the “FSMA”)) received by itin connection with the issue of the Notes in circumstances in which Section 21(1) of the FSMAdoes not apply to the Issuer; and

it has complied and will comply with all applicable provisions of the FSMA with respect toanything done by it in relation to the Notes in, from or otherwise involving the UnitedKingdom.

Portugal

The Lead Manager has represented and agreed that:

(i) it has not directly or indirectly advertised, offered, distributed, submitted to aninvestment intentions gathering procedure or sold and will not, directly orindirectly, advertise, offer, distribute, submit to an investment intentionsgathering procedure or sell the Notes in circumstances which could qualify as apublic offer of securities pursuant to the Portuguese Securities Code (Códigodos Valores Mobiliários, the “Portuguese Securities Code”);

50

(ii) It will comply with the Portuguese Securities Code and with any regulationsissued by the Comissão do Mercado de Valores Mobiliários (PortugueseSecurities Market Commission, the “CMVM”) which are applicable to theissue and distribution of the Notes;

(iii) it has not directly or indirectly distributed or caused to be distributed to thepublic in the Portuguese Republic the Information Memorandum or any otheroffering material relating to the Notes other than in compliance with thePortuguese Securities Code.

General

The Lead Manager has acknowledged that no representation is made by the Issuer or itselfthat any action has been or will be taken in any jurisdiction by the Issuer or itself that wouldpermit a public offering of the Notes, or possession or distribution of the InformationMemorandum or any other material relating to the Issuer or the Notes in any country orjurisdiction where action for that purpose is required. Accordingly, the Lead Manager hasundertaken that it will not, directly or indirectly, offer or sell any Notes or distribute or publishany information memorandum, prospectus, form of application, advertisement or otherdocument or information in any country or jurisdiction except under circumstances that will, tothe best of its knowledge and belief, result in compliance with all applicable securities laws andregulations in each jurisdiction in which it purchases, offers, sells or delivers Notes or has in itspossession or distributes the Information Memorandum, in all cases at its own expense unlessagreed otherwise.

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GENERAL INFORMATION

Authorisation

The issue of the Notes was duly authorized by a resolution of the Board of Directors of theIssuer dated 6 October 2009. 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 24September 2009 and published on 8 October 2009.

Listing

It is expected that listing of the Notes on Euronext will occur on or about 16 October 2009subject to Euronext documentation requirements and procedures.

Should the admission to listing fail to be obtained in the two months following the issue ofNotes, the Issuer will promptly apply for registration of the issue with the commercial registryof Lisbon prior to the end of such period.

Clearing Systems

The Notes have been accepted for clearance through LCH.Clearnet, S.A., the clearancesystem operated at Interbolsa as well as through the clearing systems operated by EuroclearBank S.A./N.V. and Clearstream Banking, société anonyme. The ISIN Code for the Notes isPTCFPAOM0002.

Litigation

The Issuer is not involved in and, as far as the Issuer is aware, the Guarantor is notinvolved in, any legal or arbitration proceedings (including any proceedings which are pendingor threatened of which the Issuer is aware) which may have or have had in the 12 monthspreceding the date of this Information Memorandum a material adverse effect on the financialposition of the Issuer.

Auditors

The external auditors of the Issuer are KPMG & Associados – Sociedade de RevisoresOficiais de Contas, S.A., with offices at Edifício Monumental Av. Praia da Vitória 71-A 11º1069-006 Lisboa, who have audited the Issuer's accounts in accordance with generally acceptedauditing standards in the Portuguese Republic for each of the two financial years ended on 31December 2007 and 31 December 2008, and have issued an unqualified opinion with anemphasys of matter.

Documents available for inspection

So long as any of the Notes remains outstanding the Issuer shall have available forinspection 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 informationhas been accurately reproduced and as far as the Issuer is aware and is able to ascertain from theinformation published by such third parties no facts have been omitted which would render thereproduced information inaccurate or misleading. The source of third party information isidentified where used.

52

THE ISSUER

CP - Comboios de Portugal, E.P.E.Calçada do Duque, no. 20

1249-109 LisbonPortugal

Tel. + 351 21 1023 870Fax. + 351 21 3215 722

PRINCIPAL PAYING AGENT

Deutsche Bank AG, London BranchWinchester House

1 Great Winchester StreetLondon, EC2N 2 DB

United KingdomTel. +44 20 7545 8000Fax. +44 20 7547 6149

PORTUGUESE PAYING AGENT

Deutsche Bank (Portugal), S.A.Rua Castilho, no. 20

1250-069 Lisboa,Portugal

Tel. +351 21 311 12 96Fax. +351 21 352 63 34

LEAD MANAGER

Deutsche Bank Aktiengesellschaft

Grosse Gallustrasse 10-1460272 Frankfurt am Main

GermanyFax. +49 69 910 38311

LEGAL ADVISERS

To the Issuer as to Portuguese law

Cuatrecasas, Gonçalves Pereira, RL, Sociedade de AdvogadosPraça Marquês de Pombal, 2 (1, 8º)

1250-160 LisboaPortugal

53

To the Lead manager as to Portuguese lawVieira de Almeida & Associados - Sociedade de Advogados, R.L.

Av. Engenheiro Duarte Pacheco, 261070-110 Lisboa

Portugal

AUDITORS

KPMG & Associados - Sociedade de Revisores Oficiais de Contas, SAEdifício Monumental

Av. Praia da Vitória 71-A 11º1069-006 Lisboa