Exhibit A to Deposit Agreement THE RIGHTS OF OWNERS TO DIRECT THE VOTING OF SHARES MAY BE RESTRICTED AS DESCRIBED IN ARTICLE 16 BELOW.Deposit Agreement • December 29th, 2008 • Portugal Telecom SGPS Sa • Radiotelephone communications
The Bank of New York Mellon as depositary (hereinafter called the "Depositary"), hereby certifies that __________________________________, or registered assigns IS THE OWNER OF ______________________
Deposit Agreement Dated as of May 10, 1995 As Amended and Restated as of September 12, 1997 As Further Amended and Restated as of June 25, 1999Deposit Agreement • December 29th, 2008 • Portugal Telecom SGPS Sa • Radiotelephone communications • New York
ContractExchange Agreement • September 17th, 2014 • Portugal Telecom SGPS Sa • Radiotelephone communications
This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese, and in case of any divergence, discrepancy or difference between this version and the Portuguese version, the Portuguese version shall prevail. The Portuguese version is the only valid and complete version and shall prevail for any and all purposes. There is no assurance as to the accuracy, reliability or completeness of the translation. Any person reading this translation and relying on it should do so at his or her own risk.
This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese and in case of any divergence, discrepancy or difference between this...Temporary Voting Agreement • February 28th, 2014 • Portugal Telecom SGPS Sa • Radiotelephone communications
SUBSCRIPTION AGREEMENT Dated as of October 17, 2002 By and among TELEFÓNICA MÓVILES, S.A., PORTUGAL TELECOM, SGPS, S.A., PT MÓVEIS, SGPS, S.A., and BRASILCEL B.V. In relation to BRASILCEL B.V.Subscription Agreement • January 31st, 2005 • Portugal Telecom SGPS Sa • Radiotelephone communications
TELEFÓNICA MÓVILES, S.A., a corporation duly organised, existing and established in accordance with the laws of the Kingdom of Spain, (“Spain”), with head offices at Goya 24, Madrid, Spain, represented herein in accordance with its bylaws (“TEM”);
ContractCall Option Agreement • September 17th, 2014 • Portugal Telecom SGPS Sa • Radiotelephone communications
This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese, and in case of any divergence, discrepancy or difference between this version and the Portuguese version, the Portuguese version shall prevail. The Portuguese version is the only valid and complete version and shall prevail for any and all purposes. There is no assurance as to the accuracy, reliability or completeness of the translation. Any person reading this translation and relying on it should do so at his or her own risk.
September 17, 2004 Telesp Celular Participações S.A. Arcadio Martinez, Gilmar Camurra, Ademir Mallmann Portugal Telecom Shakhaf Wine Telefónica Móviles Ernesto López Mozo Dear Sirs:Loan Agreement • September 21st, 2004 • Portugal Telecom SGPS Sa • Radiotelephone communications
Banco ABN AMRO Real S.A. (“ABN AMRO”) is pleased to provide this commitment to grant Telesp Celular Participações SA (“TCP” or the “Borrower”) with an up to BRL 902,000,000 loan (“Loan”) in connection with TCP’s acquisition of shares of Tele Centro Oeste Celular Participações S.A. (“TCO”). It is our understanding that the Loan is necessary to provide TCP with immediate funds to liquidate the recently announced tender offer for up to 84.3 billion preferred shares of TCO.
Portugal Telecom,SGPS, S.A. (Form F-6 File No 333-81394) Effective September 18, 2006, the par value is Euro0.35 per Ordinary Share. Exhibit A to Deposit Agreement THE RIGHTS OF OWNERS TO DIRECT THE VOTING OF SHARES MAY BE RESTRICTED AS DESCRIBED IN...Deposit Agreement • September 25th, 2006 • Portugal Telecom SGPS Sa • Radiotelephone communications
Portugal Telecom,SGPS, S.A. (Form F-6 File No 333-81394) Effective September 18, 2006, the par value is EUR 0.35 per Ordinary Share. Effective May 22, 2007, the par value is EUR 0.03 per Ordinary Share. Exhibit A to Deposit Agreement THE RIGHTS OF...Deposit Agreement • May 31st, 2007 • Portugal Telecom SGPS Sa • Radiotelephone communications
This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese and in case of any divergence, discrepancy or difference between this...Debenture Subscription Agreement • February 28th, 2014 • Portugal Telecom SGPS Sa • Radiotelephone communications
Increase”); (ii) a corporate restructuring in Oi’s chain of control (“Restructuring of Telemar Participações”), comprising several stages and successive merger and spin-off transactions; (iii) the merger of the totality of shares issued by Oi by Telemar Participações S.A. (“Telemar Participações”), which shall be referred to as “Corpco”, with the conversion of Oi into Corpco’s wholly-owned subsidiary (“Merger of Oi’s Shares into Corpco”); and (iv) the merger of Portugal Telecom SGPS into Corpco, as a result of which Portugal Telecom SGPS will cease to exist (“Merger of Portugal Telecom into Corpco”);
Dated 16 June 2011 PORTUGAL TELECOM INTERNATIONAL FINANCE B.V. EURO MEDIUM TERM NOTE PROGRAMMEProgramme Agreement • April 30th, 2012 • Portugal Telecom SGPS Sa • Radiotelephone communications • London
This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese and in case of any divergence, discrepancy or difference between this...Subscription Agreement • February 27th, 2014 • Portugal Telecom SGPS Sa • Radiotelephone communications
Now, Therefore, the Parties resolve to enter into this Subscription Agreement for Shares pf Capital Stock Issued by Oi (“Agreement”), which shall be governed by the provisions described below:
KEEP WELL AGREEMENT PORTUGAL TELECOM, SGPS, S.A. and PORTUGAL TELECOM INTERNATIONAL FINANCE B.V.Keep Well Agreement • March 28th, 2008 • Portugal Telecom SGPS Sa • Radiotelephone communications • England
PORTUGAL TELECOM INTERNATIONAL FINANCE B.V. - AND - PORTUGAL TELECOM, SGPS, S.A. - AND - PT COMUNICAÇÕES, S.A. - AND – PT PORTUGAL SGPS, S.A. - AND - OI S.A. - AND – CITICORP TRUSTEE COMPANY LIMITEDEighth Supplemental Trust Deed • April 30th, 2014 • Portugal Telecom SGPS Sa • Radiotelephone communications • England
ContractShareholders Agreement • September 17th, 2014 • Portugal Telecom SGPS Sa • Radiotelephone communications
This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese and in case of any divergence, discrepancy or difference between this version and the Portuguese version, the Portuguese version shall prevail. The Portuguese version is the only valid and complete version and shall prevail for any and all purposes. There is no assurance as to the accuracy, reliability or completeness of the translation. Any person reading this translation and relying on it should do so at his or her own risk.
This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese and in case of any divergence, discrepancy or difference between this...Debenture Subscription Agreement • February 27th, 2014 • Portugal Telecom SGPS Sa • Radiotelephone communications
the companies that hold (a) the totality of its operating assets, except for direct or indirect equity interests held in Oi and in Contax Participações S.A. and (b) the liabilities of Portugal Telecom SGPS on the date of contribution (“Oi’s Capital Increase”); (ii) a corporate restructuring in Oi’s chain of control (“Restructuring of Telemar Participações”), comprising several stages and successive merger and spin-off transactions; (iii) the merger of the totality of shares issued by Oi by Telemar Participações S.A. (“Telemar Participações”), which shall be referred to as “Corpco”, with the conversion of Oi into Corpco’s wholly-owned subsidiary (“Merger of Oi’s Shares into Corpco”); and (iv) the merger of Portugal Telecom SGPS into Corpco, as a result of which Portugal Telecom SGPS will cease to exist (“Merger of Portugal Telecom into Corpco”);
SUBSCRIPTION AGREEMENTSubscription Agreement • April 16th, 2010 • Portugal Telecom SGPS Sa • Radiotelephone communications
PORTUGAL TELECOM INTERNATIONAL FINANCE B.V. AND PORTUGAL TELECOM, SGPS, S.A. AND PT COMUNICAÇÕES, S.A. AND OI S.A. AND CITIBANK, N.A. AND CITIGROUP GLOBAL MARKETS DEUTSCHLAND AG AND BANQUE INTERNATIONALE À LUXEMBOURG, SOCIÉTÉ ANONYME AND CITICORP...Supplemental Agency Agreement • April 30th, 2014 • Portugal Telecom SGPS Sa • Radiotelephone communications
SHAREHOLDERS AGREEMENT BY AND AMONG ANDRADE GUTIERREZ TELECOMUNICAÇÕES LTDA. AND BRATEL BRASIL S.A. AND AS INTERVENING PARTIES PASA PARTICIPAÇÕES S.A. AG TELECOM PARTICIPAÇÕES S.A. LUXEMBURGO PARTICIPAÇÕES S.A. LA FONTE TELECOM S.A. EDSP75...Shareholders Agreement • May 6th, 2011 • Portugal Telecom SGPS Sa • Radiotelephone communications
Company, “Oi Companies”), whereby Portugal Telecom and Oi Companies entered into a strategic partnership, subject to verification of the conditions precedent agreed thereunder;
SHAREHOLDERS AGREEMENT BY AND AMONG LA FONTE TELECOM S.A. AND BRATEL BRASIL S.A. AND AS INTERVENING PARTIES EDSP75 PARTICIPAÇÕES S.A. LF TEL S.A. PASA PARTICIPAÇÕES S.A. ANDRADE GUTIERREZ TELECOMUNICAÇÕES LTDA. AG TELECOM PARTICIPAÇÕES S.A. LUXEMBURGO...Shareholders Agreement • May 6th, 2011 • Portugal Telecom SGPS Sa • Radiotelephone communications
NOW, THEREFORE, the Parties agree to execute this Private Instrument of Shareholders Agreement of the Company (“LF Shareholders Agreement”), which shall be governed by the following clauses and conditions:
This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese and in case of any divergence, discrepancy or difference between this...Shareholders Agreement • February 28th, 2014 • Portugal Telecom SGPS Sa • Radiotelephone communications
ContractShareholders Agreement • September 17th, 2014 • Portugal Telecom SGPS Sa • Radiotelephone communications
This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese and in case of any divergence, discrepancy or difference between this version and the Portuguese version, the Portuguese version shall prevail. The Portuguese version is the only valid and complete version and shall prevail for any and all purposes. There is no assurance as to the accuracy, reliability or completeness of the translation. Any person reading this translation and relying on it should do so at his or her own risk.
September 12, 1997Deposit Agreement • December 29th, 2008 • Portugal Telecom SGPS Sa • Radiotelephone communications
This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese and in case of any divergence, discrepancy or difference between this...Share Exchange Agreement • February 28th, 2014 • Portugal Telecom SGPS Sa • Radiotelephone communications
enrolled with the CNPJ/MF under No. 53.790.218/0001-53, herein represented pursuant to its By-Laws, hereinafter referred to as “Jereissati Telecom”;
SUBSCRIPTION AGREEMENT PORTUGAL TELECOM INTERNATIONAL FINANCE B.V. Issue of €600,000,000 5.625 per cent. Notes due 8 February 2016 under the €7,500,000,000 Euro Medium Term Note Programme established by Portugal Telecom International Finance B.V. with...Subscription Agreement • May 6th, 2011 • Portugal Telecom SGPS Sa • Radiotelephone communications
CONTRACT FOR THE PURCHASE AND SALE OF THE OWNERSHIP OF THE BASIC TELECOMMUNICATIONS NETWORK AND THE TELEX NETWORK (Summary)Contract for the Purchase and Sale of Ownership of Telecommunications Networks • June 30th, 2003 • Portugal Telecom SGPS Sa • Radiotelephone communications
A contract for the purchase and sale of the ownership of the Basic Telecommunications Network and the Telex Network, approved by Council of Ministers Resolution no. 147/2002 of December 26, 2002, was entered into on December 27, 2002, between the Portuguese Government, represented by the Minister of State and Finance, Maria Manuela Dias Ferreira Leite and PT Comunicações, represented by its Chairman Miguel António Igrejas Horta e Costa and Director Zeinal Abedin Mahomed Bava.
KEEP WELL AGREEMENT PT COMUNICAÇÕES, S.A. and PORTUGAL TELECOM INTERNATIONAL FINANCE B.V. Allen & Overy LLP 12186-04800 ICM:4988521.3Keep Well Agreement • March 28th, 2008 • Portugal Telecom SGPS Sa • Radiotelephone communications • England
ContractTemporary Voting Agreement • September 17th, 2014 • Portugal Telecom SGPS Sa • Radiotelephone communications
This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese and in case of any divergence, discrepancy or difference between this version and the Portuguese version, the Portuguese version shall prevail. The Portuguese version is the only valid and complete version and shall prevail for any and all purposes. There is no assurance as to the accuracy, reliability or completeness of the translation. Any person reading this translation and relying on it should do so at his or her own risk.
7th November, 2006 PT COMUNICAÇÕES, S.A. - and - PORTUGAL TELECOM INTERNATIONAL FINANCE B.V. GLOBAL MEDIUM TERM NOTE PROGRAMMEKeep Well Agreement • June 29th, 2007 • Portugal Telecom SGPS Sa • Radiotelephone communications • England
SHAREHOLDERS AGREEMENT Dated as of October 17, 2002 By and among TELEFÓNICA MÓVILES, S.A., PORTUGAL TELECOM, SGPS, S.A., PT MÓVEIS, SGPS, S.A., and BRASILCEL B.V., in relation to BRASILCEL B.V.Shareholders Agreement • June 30th, 2003 • Portugal Telecom SGPS Sa • Radiotelephone communications
Pages where confidential treatment has been requested are stamped 'Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission', and the confidential section has been marked with a star (*).
JOINT FILING AGREEMENTJoint Filing Agreement • October 8th, 2013 • Portugal Telecom SGPS Sa • Radiotelephone communications
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.
This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese and in case of any divergence, discrepancy or difference between this...Share Exchange Agreement • February 28th, 2014 • Portugal Telecom SGPS Sa • Radiotelephone communications
companies, PASA Contact Center Participações S.A. (“New PASA”) and AG Contact Center Participações S.A. (“New AG”), it being understood that the capital stock of New PASA will be fully held by AG S.A. and by BRATEL BRASIL, in the same proportion currently held by them in the capital stock of PASA, and the capital stock of New AG will be fully held by New PASA; and (b) the equity interests directly or indirectly held by EDSP75 and LF TEL in CTX and in CONTAX will be segregated in two new holding companies, Detmold RJ Participações S.A. (“New EDSP75”) and Dronten RJ Participações S.A. (“New LF”), it being understood that the capital stock of New EDSP75 will be fully held by Jereissati Telecom and by BRATEL BRASIL, in the same proportion currently held by them in the capital stock of EDSP75, and the capital stock of New LF will be fully held by New EDSP75.
JOINT FILING AGREEMENTJoint Filing Agreement • October 13th, 2004 • Portugal Telecom SGPS Sa • Radiotelephone communications
In accordance with Rule 13d-1(k)(1) under the U.S. Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of the attached statement on Schedule 13D and of all amendments to such statement and that such statement and all amendments to such statement are made on behalf of all of them.
To: OI S.A. Attn: Bayard de Paoli GontijoAgreement for the Subscription of Shares • May 14th, 2014 • Portugal Telecom SGPS Sa • Radiotelephone communications
Any text removed pursuant to Portugal Telecom, SGPS, S.A.’s confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[***]” herein. SHAREHOLDERS AGREEMENT Dated as of October 17, 2002...Shareholder Agreement • January 31st, 2005 • Portugal Telecom SGPS Sa • Radiotelephone communications
TELEFÓNICA MÓVILES, S.A., a corporation duly organized, existing and established in accordance with the laws of the Kingdom of Spain (“Spain”), with head offices at Goya 24, Madrid, Spain, represented herein in accordance with its bylaws (“TEM”);
