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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

3.      Conditions to Implementation, Approvals and Other Information about the Transactions

In addition to the conditions described above, the consummation of the Transactions, as well as all other corporate transactions linked to the Transactions, are subject to the implementation of various conditions, including the approval of the transactions that may be agreed among the parties to the Memorandum of Understanding by the competent governing bodies of each such party, the obtaining of legal and regulatory authorizations, consents of creditors and third parties, the valid and final consummation of the Oi Capital Increase, and the agreement of the parties to the definitive transaction agreements of the Transactions. Subject to the fulfillment of conditions precedent that may be contractually established, all steps of the Transactions will be undertaken as a single transaction to ensure their full implementation, which will be an essential condition for consummation of the Transactions and the conclusion of the Industrial Alliance.

The public offering of shares in the Oi Capital Increase is subject to due registration with the CVM. Given that the shares of Portugal Telecom and Oi are registered with the U.S. Securities and Exchange Commission ("SEC"), the issuance of shares for cash in the Oi Capital Increase, the issuance of shares by CorpCo to Oi's shareholders in the Merger of Shares, and the issuance of shares by CorpCo to Portugal Telecom's shareholders in the Portugal Telecom Merger will require registration with the SEC pursuant the U.S. Securities Act of 1933, may be subject to securities registration requirements in other jurisdictions. This Material Fact is not an offering document and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval in any jurisdiction in which distribution of an offering document or such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

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