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Portugal Telecom, SGPS, S.A. And Oi S.A. Announce They Have Executed A Memorandum Of Understanding For The Merger Of Their Activities

CorpCo will have a Board of Directors consisting of eleven (11) members and eleven (11) alternate members. Members of the Board of Directors of CorpCo to be elected in anticipation of the listing of CorpCo on the Novo Mercado segment and the Merger of Shares (as defined below) will have a term of three (3) years from their election or until the General Meeting of the shareholders of CorpCo to examine the financial statements of CorpCo for the third fiscal year ending after the close of the year in which the Merger of Shares occurs, whichever occurs last. In order to facilitate the integration of Oi and Portugal Telecom, the Board of Directors of CorpCo shall initially consist of the following members: Alexandre Jereissati Legey, Amilcar Morais Pires, Fernando Magalhaes Portella, Fernando Marques dos Santos, Henrique Manuel Fusco Granadeiro, Jose Maria Ricciardi, Jose Mauro Mettrau Carneiro da Cunha, Nuno Rocha dos Santos de Almeida, Rafael Luis Mora Funes, Renato Torres de Faria and Sergio Franklin Quintella.

Mr. Jose Mauro Carneiro da Cunha Mettrau and Henrique Manuel Fusco Granadeiro will assume the positions of President and Vice President, respectively, of the Board of Directors of CorpCo.

Immediately after the implementation of the corporate actions described above, the Shareholders' Agreements of AG, LF and TelPart entered into or amended as of January 25, 2011 will be terminated.

2.4. Merger of Shares and Portugal Telecom Merger

Merger of Shares (Incorporacao de Acoes) of Oi and CorpCo

Following the transactions described above, Oi and CorpCo will convene shareholders meetings to consider a merger of shares, with a view to causing Oi to become a wholly-owned subsidiary of CorpCo and to facilitate the migration of the shareholder base of Oi to CorpCo (the "Merger of Shares"). At the effective time of the Merger of Shares, CorpCo will have no assets or liabilities (or will have cash equivalent equal to its liabilities), other than the shares of Oi that it holds.

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