Esphera Capital

Articles of association

I
NAME, OBJECT AND REGISTERED OFFICE

ARTICLE 1
The company shall be known as ESPHERA CAPITAL, SGPS, S.A.

ARTICLE 2
The company’s object is the management of shareholdings in other companies as an indirect form of carrying on economic activities, and the supply of administrative and management services to its subsidiary companies. All activities that may be applicable to it in law from time to time may be carried on cumulatively with those mentioned above.

ARTICLE 3
1 – The company’s registered office shall be at Rua do Facho 26, Monte de Caparica, Caparica, Almada, in the parish of Costa de Caparica, municipality of Almada.

2 – By resolution of the Board of Directors, the company’s registered office may be relocated freely within the same municipality or to adjacent municipalities. The Board of Directors may establish, alter or close branches or other forms of representation in any place in Portugal or abroad.

II
SHARE CAPITAL, SHARES AND BONDS

ARTICLE 4
1 – The share capital is twenty-three million, five hundred thousand euros, represented by twenty-three million, five hundred thousand ordinary shares with a nominal value of one euro per share.

2 – The share capital is fully paid up in cash.

3 – The shares may be registered or bearer shares in accordance with the applicable legal provisions and freely convertible, with the shareholder bearing the conversion costs.

4 – Share certificates may be issued for one, ten, one hundred, one thousand, ten thousand, fifty thousand and one hundred thousand shares.

ARTICLE 5
The company may acquire its own shares up to the limits established in law.

ARTICLE 6
In accordance with the applicable legal provisions and on the terms decided at a General Meeting, the company may issue registered or bearer bonds, bonds convertible into shares, equity securities and any other securities of an identical or similar nature.

III
CORPORATE BODIES

SECTION I
GENERAL MEETING

ARTICLE 7
The General Meeting represents all shareholders with the right to vote, and its resolutions, when made in accordance with the law and these Articles, shall be binding on them all, including those who were absent or opposed.

ARTICLE 8
1 – Each share shall confer one vote.

2 – There shall be no limit to the number of votes cast by each shareholder, whether he is voting in his own capacity or as the proxy of another shareholder or other shareholders.

ARTICLE 9
1 – The agenda of the General Assembly shall be managed by its Officers, comprising a chairman and a secretary elected for a term of three years by the General Meeting, who may be re-elected for successive three-year terms without limit.

2 – The chairman shall be responsible for calling meetings, chairing and controlling them, and for supervising the legality of meetings and the resolutions made at them.

3 – The secretary shall be responsible for all administrative matters in connection with meetings and shall substitute for the chairman in his absence, in which case the meeting may choose any shareholder present at the meeting to act as secretary.

ARTICLE 10
1 – The company’s accounts shall be considered annually, and its financial year shall coincide with the calendar year.

2 – The General Meeting that considers the accounts shall apply the profits for the previous year, if any, as follows:

a) – five per cent to the legal reserve, when it is necessary to establish or reinforce it;
b) – such amounts as the General Meeting may decide, to establish or reinforce reserves and other applications that the General Meeting considers to be in the company’s interests;
c) the balance remaining after the preceding applications, as dividends to shareholders, as decided by the General Meeting.

SECTION II
MANAGEMENT AND AUDITING

ARTICLE 11
1 – The company shall be managed by a Board of Directors composed of three, five or seven members elected by the General Meeting for a term of three years, who may be re-elected for successive three-year terms without limit.

2 – In the event of vacancies among the directors, they shall be replaced by co-option within sixty days, and such appointment shall be ratified at the following General Meeting to prevail until the end of the term for which the directors were elected.

3 – The directors shall not be required to furnish any bond.

ARTICLE 12
1 – The Board of Directors shall have the widest management powers to perform all acts and exercise all powers necessary for the attainment of the company's object, in particular:

a) To represent the company at law and otherwise, as plaintiff or defendant;
b) To negotiate and sign all contracts, including arbitration agreements of any scope, nature or form to which the company is a party;
c) To purchase, sell, entail or in any other manner dispose of the company’s assets;
d) To obtain loans and to sign the necessary guarantees of any size and nature;
e) To concede, withdraw or come to terms in any legal action;
f) To appoint attorneys-in-fact, with powers of any scope or extent;
g) To delegate certain powers and functions as defined in the corresponding resolution to any of the directors.

ARTICLE 13
1 – The General Meeting that elects the Board of Directors shall appoint its chairman and decide the number of directors for the corresponding three-year term.

2 – The Chairman of the Board of Directors shall have the power to call such meetings of the Board as he deems necessary, give notice of them, chair them, decide matters concerning their functioning and exercise all powers and perform, in an individual capacity, all acts that are delegated to him by the Board of Directors.

3 – He shall also chair and manage all joint meetings of the Board of Directors and the Statutory Auditor that are required to take place in the situations provided for in these Articles or in law or in any other case.

ARTICLE 14
1 – Without prejudice to the summoning of meetings by the Chairman whenever he deems necessary, the Board of Directors shall meet at least once a quarter.

2 – Any director may be represented at a meeting by another director on presentation of a letter to the chairman, but such proxy instrument may not be used more than once, nor may a director be represented by more than one other director.

3 – Resolutions of the Board of Directors shall be decided by a plurality of the votes of the directors present. A meeting shall be deemed quorate provided that at least a majority of its members is present.

4 – The chairman of the Board of Directors shall have a casting vote in all resolutions.

ARTICLE 15
1 – The company shall be bound in all its acts and contracts:

a) By the signature of the Chairman of the Board of Directors where the matter concerned falls within the scope of the powers delegated to him by resolution or attributed to him in these Articles;
b) By the signature of two directors;
c) By the signature of any attorney-in-fact, within the limits of his powers as stated in the corresponding power of attorney.

2 - The signature of any director or attorney-in-fact shall suffice for matters of routine correspondence, within the limits of their respective powers.

ARTICLE 16
1 – The company’s business shall be audited by a statutory auditor and an alternate, both elected by the General Meeting for a term of three years, who may be re-elected for successive three-year terms without limit.

2 – Both the statutory auditor and the alternate shall be certified auditors or firms of certified auditors.

ARTICLE 17
Directors may be remunerated or not, as the General Meeting may decide. The General Meeting or a committee appointed by it for the purpose shall fix any remuneration.

ARTICLE 18
The Board of Directors may appoint a company secretary and an alternate at any time.

IV
WINDING UP, LIQUIDATION AND GENERAL PROVISIONS

ARTICLE 19
1 – The company shall be wound up in the situations provided in law.

2 – Unless otherwise expressly decided at the General Meeting that resolves to wind up the company, the liquidators shall be the directors in office at the time.

Almada, 31 July 2006