Decree-Law no. 219/2000, of 9 of September

Published in D.R. number 209 (Series I-A) of 9 September 2000

Ministério do Equipamento Social (Minister of Social Equipment)

Decree-Law

In 1994 Portugal Telecom, S. A., was created through the merger of Telecom Portugal, S. A., Telefones de Lisboa e Porto, S. A., and Teledifusora de Portugal, S. A..

Decree-Law no. 122/94, of 14 May, specified at the time that the objective was to establish a strong telecommunications operator in Portugal, enjoying the scale and structure needed to provide a quality and diversified range of services.

In 1995 the Basic Terms of Concession of the Public Telecommunications Service were approved by Decree-Law no. 40/95, of 15 of February and the respective contract with Portugal Telecom, S. A. was signed.

In this manner the business model for the national telecommunications operator was defined from 1995 onwards as well as the framework of its rights and obligations, especially in terms of the content of the public telecommunications service that the State is responsible for guaranteeing.

At the time, the need was assumed and plans were underway for the privatisation of the company's capital, and the evolution of the sector towards 'a new period of open competition'.

In recent years Portugal Telecom, S. A., has reformulated its business and group structure through the creation and separation of different business areas, and distinction between operational activities and management of shareholdings.

The company now aims, through the desires expressed by its governing bodies, to make a further step in its restructuring, which consists in co-ordinating the group beneath a single holding company, the future Portugal Telecom, SGPS, S. A., thus providing the company with greater flexibility and creating conditions whereby the competitiveness of the group companies may be increased.

This operation also includes the constitution of a new company, PT Comunicações, S. A., which will assume the full set of rights and obligations of the concessionaire of the public telecommunications service.

This act requires legislative intervention, through which the State accepts and authorises the transmission of the contractual position of the concessionaire Portugal Telecom, S. A., to PT Comunicações, S. A..

The Government is responsible for exercising its powers in order to guarantee that this transmission does not undermine in any manner the terms and framework of the provision of the public telecommunications service, presently provided by the concessionaire.

In this regard, the process of transfer to PT Comunicações, S. A., of the basic telecommunications network and all means allocated to the concession, under the terms of the Basic Telecommunications Law no. 91/97, of 1 of August, and Decree-Law no. 40/95, of  15 of February must be surrounded by the necessary guarantees.

With this legislative measure the Government is confident that it will provide the new concessionaire with the necessary means and conditions to obtain success in the development of its activities, which involve the provision of the telecommunications service that the State is responsible for guaranteeing.

Under the terms of paragraph a) of point 1 of article 198 of the Constitution, the Government decrees the following:

Article 1

Approval is hereby given to the business restructuring whereby Portugal Telecom, S. A. will:

a) Constitute a new company, called "PT Comunicações, S. A.", to which it will transfer, under the terms of article 62-B of the Corporate Taxation Code, the assets and liabilities assigned to its operational activities, whose principal object is the establishment, management and exploitation of the telecommunications infrastructures, the provision of the public telecommunications service and other telecommunications services, as well as the exercise of any related complementary, subsidiary or auxiliary activities. In this manner PT Comunicações, S. A., will assume a debt of equal amount and conditions to that of Portugal Telecom, S. A. in relation to the liabilities associated to the financing obtained by Portugal Telecom, S. A., in order to finance the investments made in the infrastructure that constitutes the basic telecommunications network and are included in the balance sheet of December 31, 1999;

b) Conduct the alteration of the company's articles of association, adopting the name Portugal Telecom, SGPS, S. A., and the form and object of a holding company, subject to the specific associated legal regime;

c) Subsequently merge the company with PT Investimentos, SGPS, S. A.

Article 2

1 - The constitution of the company referred to in paragraph a) of the previous article will be governed by the applicable norms of the Companies Code with the modifications contained in the following points.

2 - The board of directors of Portugal Telecom, S. A., will prepare a statement in which the assets and liabilities allocated to the operational activity will be identified, in relation to the last approved balance sheet, including the debt of PT Comunicações, S. A., with the said company, and a detailed breakdown will also be prepared of all the goods, rights and obligations which remain legal responsibilities of Portugal Telecom, S. A.

3 - The statement specified in the previous point should:

a) Be evaluated by Portugal Telecom S.A.'s statutory audit committee;

b) Be object of a report prepared by an independent official auditor, or an independent official auditing firm for the purposes, with the due modifications of the terms of article 28, points 1 to 4, of the Companies Code;

c) Be object of approval by a joint ministerial order issued by the Minister of Social Equipment and the Minister of Finance.

4 - PT Comunicações, S. A., is considered to be constituted by the decision of the general meeting of Portugal Telecom, S. A., in which approval is given to the respective articles of association and the documents specified in the previous point, and with these items plus the minutes of the respective decision it will be possible to make the relevant registration.

5 - From the moment of registration of PT Comunicações, S. A., the entire assets and liabilities and all other rights and obligations that pertain to Portugal Telecom, S. A. and which are not retained by it, in conformity with the terms of point 2 of this article, will be considered to be transferred to this company. All the operations referred to in this regard, are considered from an accounting perspective to be made on behalf of this company from January 1, 2000, and the transferred assets will be calculated at this date.

6 - The present diploma provides sufficient legal basis for proof of the terms of the previous point, for all legal purposes including that of registration.

7 - Portugal Telecom, SGPS, S. A., will be responsible, in identical terms to that specified in article 501 of the Companies Code for holding companies, for the obligations of Portugal Telecom, S. A., that are to be transferred to PT Comunicações, S. A.

8 - PT Comunicações, S. A., will respond jointly with Portugal Telecom, SGPS, S. A., for the obligations of this company, formerly held by Portugal Telecom, S. A..

Article 3

1 - The workers and pension-holders of Portugal Telecom, S. A., will be transferred to PT Comunicações, S. A., maintaining all the rights and obligations held by them at the date of the constitution of this company, in particular those rights and obligations based upon articles 5, 6 and 7 of Decree-Law no. 122/94, of 14 of May.

2 - The legal regimes that apply as a result of the terms of point 3 of article 5 of Decree-Law no. 122/94, of 14 of May, will continue to apply to the workers, pension-holders and beneficiaries covered by these regimes.

3 - The relations between the Caixa Geral de Aposentações (state social security fund) and PT Comunicações, S. A., shall be governed by article 25 of Decree-Law no. 36 610, of 24 of November, 1947, in relation to workers of PT Comunicações, S. A., that originated from CTT - Correios e Telecomunicações de Portugal, E. P.

Article 4

1 - Authorisation is given to the transfer to PT Comunicações, S. A., of the contractual position of the concessionaire of the public telecommunications service held by Portugal Telecom, S. A., as a result of Decree-Law no. 40/95, of February 15 and the concession contract of 20 of March, 1995.

2 - With the constitution of PT Comunicações, S. A., transfer is made to it, under the terms of point 5 of article 2, of the assets and liabilities therein described, which covers all the rights and obligations contained in the concession contract of March 20, 1995, or those inherent to the concessionaire's legal position, under law or under any other basis, and such rights and obligations will be considered to be transferred to PT Comunicações, S. A., independently of any other restrictions or formalities.

3 - In relation to the transfer to PT Comunicações, S. A., of contractual positions included in the previous point, the present diploma cannot be considered as an alteration in the circumstances of the respective contracts.

Seen and approved in Council of Ministers of July 27, 2000. - Jaime José Matos da Gama - Luís Manuel Ferreira Parreirão Gonçalves - Manuel Pedro da Cruz Baganha - Diogo Campos Barradas de Lacerda Machado.

Enacted on August 23, 2000.

Let this be published. President of the Republic, JORGE SAMPAIO.

Counter-signed on September 1, 2000.

Prime Minister, António Manuel de Oliveira Guterres.