(Translated from Portuguese)

Memorandums of Association

ARTICLES OF ASSOCIATION
CHAPTER I
Name of the Company, Registered Office, Term and Object

ARTICLE ONE
(Name of the Company)
The Company is incorporated as a company limited by shares under the name ".....(...) S.A.";

ARTICLE TWO
(Registered Office)
One. The Registered Office of the Company is located in [country] at [address]
Two. The Company may open subsidiaries, branches and other forms of representation in other locations, in [country] or outside, by resolution of the Board of Directors.
Three. The Board of Directors may change the Registered Office of the Company to any other location within [country].

ARTICLE THREE
(Term)
The Company is established for an unlimited period of time starting from the date of the signing of the respective deed of incorporation.
ARTICLE FOUR
(Object)
One. The object of the Company is to deal in communication services.

CHAPTER II
Sharecapital, Shares, Bonds and other equities

ARTICLE FIVE
(Sharecapital)
One. The sharecapital of the Company is ... million ..$, divided into ...,000 shares with the face value of ... hundred ..$ each.
Two. The capital is fully paid for in cash in proportion to the shares subscribed.
Three. The Board of Directors is hereby authorized to increase the sharecapital to ... million ..$, which can be performed in one or more calls, in the terms and conditions the Board may deem fit.

ARTICLE SIX
(Shares)
One. All shares are registered shares.
Two. Nominal securities shall be issued for one, five and ten shares or multiples thereof.
Three. Any charges for registration, replacement, split or merging of shares shall run on the account of the shareholder that requests it.

ARTICLE SEVEN
(Transfer of Shares)
One. The transfer of shares between shareholders is free.
Two. When transferring shares in favor of third parties the first right of preference is to the Company and the second to the shareholders.
Third. To the effect of the previous paragraph:
a) The shareholder who has intentions to transfer shares in favor of third parties, whether for a consideration or for free, is obliged to inform the Board of Directors of such intention through letter, wherein he is obliged to indicate the number of shares, the transferring price, the identification of the transferee and other conditions relevant to the transfer of such shares;
b) The Board of Directors, within a term of fifteen days counted from the date of reception of the letter referred to in the previous subparagraph, shall deliberate whether or not the Company should use the right of preference;
c) If the Company decides to waive its right of preference, the Board of Directors shall send a letter by certified mail to all shareholders who hold shares recorded in their names, requesting that they declare within the term of twenty days from the date of such letter, whether or not they wish to use their right of preference;
d) When more than one shareholder opts to use such right of preference, the shares must be apportioned according to the percentage of sharecapital held at the time by each shareholder interested in the acquisition;
e) When neither the Company nor the shareholders manifest a desire to use their right of preference, the transfer may continue freely, wherefore the Board of Directors shall deliver a certificate of such waiving to the shareholder interested in the transfer;
f) The ownership and transfer of shares shall only be effective with the Company after it has been recorded in the relevant Record Book and from the date of such record.

ARTICLE EIGHT
(Right of Preference in case of Capital Increase)
When there is a call for an increase of sharecapital, shareholders hold right of preference to subscribe new shares, as well as in the apportionment of those not subscribed, always in proportion to the sharecapital they already hold.

ARTICLE NINE
(Issuance of Bonds and other Securities)
Upon resolution of the General Meeting, following a proposal from the Board of Directors, with prior opinion given by the Individual Controller, the Company may issue bonds and other similar authorized securities, both in the internal and the external capital market, namely in stock exchanges.
ARTICLE TEN
(Capital Contributions)
One. Shareholders with calls for sharecapital increases on arrears, whereto they subscribed, shall be requested, by means of certified mail sent by the Board of Directors, to perform within ninety days, the payment of the outstanding accrued with interest on arrears at the legal interest rate, to the date of its effective payment.
Two. The subscriber who fails to pay its outstanding debt with the Company within the given term, is subject to lose the amounts already paid to the Company and forced to waive the right to the shares he subscribed,
Three. As an alternative to the provisions of the previous paragraph, the Board of Directors may recourse to the Courts to claim the payment of the outstanding amounts from the subscriber, accrued with interest on arrears as referred to under the previous paragraph.
Four. In any of the cases provided in this article, shareholders with payments on arrears are waived of their rights with the Company, including the right to participate and vote in General Meetings and, such as in the case provided in the preceding paragraph, to receive dividends that may be apportioned to his shares, which shall be held as compensation for the amount in debt.

ARTICLE ELEVEN
(Acquisition of the Company's Own Shares)
The Company, through resolution of the Board of Directors, upon prior consultation with the Individual Controller, may purchase shares and other securities of the Company for its own, and perform with them the operations deemed convenient for the interest of the Company.

CHAPTER III
Corporate Body
Section I

ARTICLE TWELVE
General Meeting
(Rights to Participate in General Meetings)
One. To every ten thousand Patacas in sharecapital corresponds one vote in General Meetings, but the use of the right to vote is only given to shareholders whose shares have been recorded under their respective names at least three days prior to the date scheduled for the respective Meeting.
Two. Shareholders who hold right to vote may be represented in General Meetings by other shareholders holding the same right, in which case a letter, signed by the mandator and addressed to the Chairman of the Meeting indicating the identity of the representative, is the only mandate required.
Three. Shareholders who do not fulfill the conditions provided hereinbefore under paragraph one, may group up together to complete the number of required shares, appointing a member of such group to be their representative in the General Meetings, provided they inform the Chairman of the Meeting, through a letter signed by all members of the group and delivered with the Registered Office of the Company at least three days prior to the date scheduled for the Meeting, wherein the shareholder who has been chosen as their representative shall be indicated.
Four. Notwithstanding the provisions of Article Ten, paragraph four, the members of the corporate body who are not shareholders or, if they are, who do not hold the right to vote, are likewise entitled to take part in General Meetings and in the discussion of matters on the agenda.

ARTICLE THIRTEEN
(Annual General Meetings)
A General Meeting shall be held on or before the last day of March of each year, to discuss the financial report, Balance Sheet, Accounts and opinion of the Individual Controller relevant to the previous year, as submitted by the Board of Directors, and with the purpose to hold any necessary elections and to discuss any other matters wherefore the Meeting may be convened.

ARTICLE FOURTEEN
(Calling of General Meetings)
One. The Chairman of the Meeting or, in case of his impediment, the person holding his functions, are responsible to convene the annual and extraordinary General Meetings.
Two. General Meetings are due to be called in the manner and term provided by Law and through notices published in accordance to the Law.
Three. General Meetings may deliberate on a first convening with the presence of at least half of the shareholders or their representatives and, on a second convening, as may be required by Law.

ARTICLE FIFTEEN
(Extraordinary General Meetings)
General Meetings are called whenever the Board of Directors or the Individual Controller deem fit, or whenever requested by a number of shareholders who represent no less than 10% of the sharecapital.

ARTICLE SIXTEEN
(Elections for Board of the General Meeting)
One. The Board of the General Meeting, composed of a Chairman and a Secretary, is appointed for a term three years.
Two. The Chairman of the Board is chosen from amongst shareholders or other persons, and the secretary of the Company holds functions as Secretary of the Meetings.

Section II
Board of Directors
ARTICLE SEVENTEEN
(Board of Directors)
One. The administration of the Company is borne by a Board of Directors, composed by an uneven number of directors, between three and nine, duly appointed by the General Meeting and reelectable for an unlimited term.
Two. When the mandate of the member proposed in the Incorporation Deed of this Company, Annex II, reaches its conclusion, the Board of Directors shall appoint the next Chairman from amongst its members.
Three. The General Meeting shall appoint three directors substitutes.
Four. In case of discontinuance or impediment, a director shall be replaced the first substitute, who shall hold functions up to the return of such impeded director or until the next annual or extraordinary General Meeting.
Five. The mandate of the substitute director shall expire on the date the mandate of the director he substitutes would expire, except in case of return of the impeded director or if there is another appointment by the General Meeting.
Six. Directors are obliged to deposit a bail in the terms approved in General Meeting.
Seven. Directors are appointed for a mandate of three years.

ARTICLE EIGHTEEN
(Functions of the Board of Directors)
One. The Board of Directors shall represent the Company in Court and out of Court, and shall hold the broadest powers in the management of the Company's business, namely:
a) To pass resolutions concerning the annual financial reports and Accounts.
b) To acquire, transfer or by any means charge real and personal property and rights of the Company;
c) To pass resolutions concerning the participation of the Company towards the incorporation, capital subscription, undertaking of interests or participation in other companies, firms, groups or associations of any kind, as well as to cooperate and associate with other entities;
d) To contract and grant loans, enter into financial agreement and perform any of the credit operations allowed by law and the Articles of Association;
e) To approve investment and activity plans, as well as the budget and Balance Sheet;
f) To appoint any person the Board deems fit to hold functions with other companies, groups or any other type of association wherein the company participates;
g) To appoint a Representative Director or an Executive Council to manage the business of the Company in the terms of the Law.
h) To hold any other functions as required by Law and the Articles of Association or as conferred unto the Board by the General Meeting;
Two. The Board of Directors is not authorized to grant personal or real guarantees not related to the object of the Company.

ARTICLE NINETEEN
(Board of Directors Meetings)
One. The Board of Directors shall meet with the periodicity that the Board itself may determine, provided it meets at least once a month, besides when convened by the Chairman or by any other two Directors.
Two. The convening notice shall be served in written form and shall include the agenda to be discussed, and except in cases of extreme urgency, it must be served with a minimum of eight days notice.
Three. By means of a letter addressed to the Chairman, a Director may appoint another director to represent him at the meetings, but such instrument is to be used only once.
Four. The Board of Directors is capable of passing resolutions only if a majority of its members is present or duly represented, whereof, after being approved by a majority wherein the Chairman or his substitute holds casting vote, all resolutions shall be recorded in relevant Minutes.

ARTICLE TWENTY
Binding Requirements
The Company is considered bound when the deeds and agreements are signed by the Chairman of the Board of Directors or bear the joint signature of any two members of the same Board.

Section III
Individual Controller
ARTICLE TWENTY-ONE
(Individual Controller)
One. The General Meeting shall appoint an Individual Controller for a term of three years.

ARTICLE TWENTY-TWO
(Functions of the Individual Controller)
Notwithstanding the functions that have been attributed by Law and the present Articles of Association, the Individual Controller is also required:
a) To control the process of administration of the Company;
b) To ensure compliance with the Law and the Articles of Association;
c) To verify the regularity of the accounts and records as well as the documents relevant thereto;
d) To check, when convenient and in the manner the Controller deems fit, the situation with the cash flow and inventories of any type of goods or assets belonging to the Company or received by the Company in guarantee, deposit or for any other reason;
e) To check the accuracy and correctness of the annual financial report;
f) To issue an annual report concerning its controlling activities and an opinion on the Balance Sheet, profit and loss accounts, proposal for application of the profits and the Board of Directors' report;
g) To verify whether the patrimony of the Company has been duly evaluated; and
h) To convene the General Meetings when the relevant Board, although thereto obliged, may fail to do so.

ARTICLE TWENTY-THREE
(Report of the Individual Controller)
At least once every three months, the Individual Controller is obliged to issue a succinct report on all its findings, controlling activities and other actions.

Section IV
Secretary
ARTICLE TWENTY-FOUR
(Secretary)
The General Meeting shall appoint the Secretary of the Company from amongst its Directors.

ARTICLE TWENTY-FIVE
(Functions of the Secretary)
The functions of the Secretary of the Company is to keep records for the General Meetings and the meetings of the Board of Directors as well as to sign the relevant minutes.

Chapter IV
Financial Years, Accounts and Results
ARTICLE TWENTY-SIX
(Financial Year)
The financial year of the Company coincides with the calendar year, whereof both the Accounts and the Balance Sheet shall close on December 31st.

ARTICLE TWENTY-SEVEN
(Application of Profits)
Annual net profits, after approval from the General Meeting under proposal of the Board of Directors, shall be distributed in the following manner:
a) Legal Reserves;
b) Other reserves approved by the General Meeting;
c) Dividends to shareholders;
d) Other purposes, according to resolutions of the General Meeting.

Chapter V
Winding up and Liquidation of the Company
ARTICLE TWENTY-EIGHT
(Winding up and Liquidation of the Company)
One. The Company shall be dissolved in the cases and in the terms provided by Law.
Two. The liquidation of the Company shall be governed by the provisions of the Law and the present Articles of Association as well as by resolutions passed in General Meeting.
Three. Except otherwise convened in General Meeting, the liquidation of the Company shall be performed by a Liquidation Committee appointed to that effect by the Board of Directors and composed by an uneven number of members, whereof one shall take the chair.

 

 

Home