NEWSLETTER EXTENDED VERSION

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1 CABINDA LISBON LUANDA MAPUTO PORTO RIO DE JANEIRO NEWSLETTER EXTENDED VERSION OCTOBER'12 HIGHLIGHT MONTHLY Exporters and importers registry Ongoing implementation The Exporters and Importers Registry (Registo dos Exportadores e Importadores - REI) at the Ministry of Commerce is now mandatory. According to last published regulations, October 15th was established the final deadline for REI registry (extended, forced by circumstances, 30 or 45 more days), as well as the collection deadline for the licenses applications processing rates submitted to the Ministry of Commerce (extended until October 22nd). This processes regulation was recently approved, including: Form template the applicants must complete to present the application, The documents to attach to the aforementioned application; The Certification template the SICOEX shall issue once all the requirements are fulfilled The maximum import operations number allowed to natural persons shall be 6. Also approved the collection of registration fees and emoluments at REI (100,000 kwanzas) and the processing of each import license application (1,000 kwanzas for each processed application). How To register at REI, each importer or exports shall: Hold the requested documents (authenticated copy of the articles of association and Statutes, copy of the licence, only in case of non commercial companies; authenticated copy of the General Meeting Minute stating the appointment of the current Board members; copy of the company's legal representative identification document with authority to provide the application at REI); Deposit in the Single Treasury Account, under the Ministry of Commerce's tax identification number -NIF ( ) 100,000 kwanzas needed to register at REI. Holding the said documents and the payment document, the representative shall deliver the file at the Commerce Regional Delegations in Cabinda, Luanda, Lobito, Namibe, and Santa Clara to the officials in charge of the verification and reception, who shall provide a receipt and forward the file for registration in the database. The importer/exporter should then expect the SICOEX communication informing the conclusion of the REI registration and the remittance of the new access credentials allowing, from then on, to issue its own certification. On the contrary, the importer/exports or its representative may send the documents by to siminco.sicoex@minco.gov.ao, with electronic copies of the documents attached to speed up the process, thereby committing to deliver the original documents within a maximum of 30 days. Its registry shall be activated, and will receive the communication and access credentials, however, the certificate shall only be issued when after conclusion of the process, i.e., after delivery of all the mandatory physical documents. Should this formality remains unfulfilled, the REI registry shall be blocked 30 days after the tolerance period and until the problem is solved. By failing to do so within the ser deadlines, all new licensing applications shall be suspended. Importers looking to register for the first time shall have to do so according to the demands of the laws in force, considering the exceptional period initiated with the SICOEX second phase is over. Presidential Decree nr. 265/2010, November 22nd Order nr. 242/2012, March 14 Order nr. 1972/2012, August 23, 2012 Conjoined executive decree from the Ministry of Finance and Ministry of Commerce, nr. 264/2012, August NEWS FROM ANGOLA ANGOLA INVESTE PROGRAM Subsidized credit and available public guaranties. The Angolan Executive Program, aiming at the creation and strengthening national Micro, Small and Medium Companies, Angola Investe, anticipates de creation of subsidized credit lines and the public guaranties mechanism. USD 25 mil. were made available for the subsidized credit lines.

2 The credit is granted through the banks, the State subsidizes the interests paid by the MSMC, the annual maximum interest rate actually paid by the MSMC equals 5%. In this context, the maximum payout delay equals seven years, with a capital grace period of at least six months. Regarding the public guarantees, USD 100 mil. were made available for the Public Guarantees Fund. Within this mechanism, the State covers 70% of the capital outstanding and the MSMC pay a 2% annual commission to the guarantee fund. The financing authorization under the aforementioned instruments depends, among other factors, of the MSMC certification granting through the National Institute of Support to Small and Medium Enterprises (Instituto Nacional de Apoio às Pequenas e Médias Empresas - INAPEM), and inclusion of the project in the prioritary sectors (agriculture, husbandry/fisheries, building materials and productive sector support service). ANGOLAN DEVELOPMENT SOVEREIGN FUND Launching with assets amounting to USD 5 billions. Angolan Government announced the Angolan Development Sovereign Fund (fundo soberano para o desenvolvimento de Angola - FSDEA) was launched with initial capital assets amounting to USD 5 billions, under the management of the Petroleum Fund Administrative Council, specially the President of the Republic, aiming at the promotion of the country's social and economical development and the creation of assets for the future generation. Since 2008 there was a disposition to create this fund, but only in 2012 the Angolan Parliament approved a law regarding its constitution. It intends to use part of the oil sums to invest not only in the country but also in foreign lands. The FSDEA Board is chaired by Armando Manuel, the President of the Republic's Economic Assessor and integrates two more Administrators, José Filomeno de Sousa dos Santos and Augusto Miguel de Évora Gonçalves. The FSDEA integrates also the Advisory Council with the Ministry of Finance, Economy and Planning and the National Bank of Angola's Governor, and shall hold a Tax Council competent to monitorize the administrative and financial activity of the Administrative Council and assess the fund's performance by comparing with the investment policies approved by the Government, according to reference criteria. Initially, this Fund shall invest in hotel industry and similars, and infrastructures. It shall concentrate the infrastructures investments in areas with immediate development necessities, such as agriculture and public services, such as water, electricity and transportation. It aims at investing in different asset classes in and outside Angola, concluded the Fund's CEO. The fund's financing strategy shall be fed not only with petroleum selling, but also through the performance of the investments building the Fund's portfolio. The FSDEA is now the third African Fund, following the Algeria Fund (56,7 billion) and Botswana (6,9 billion). EXPORT Applications Rates under collection Since October 22nd imports applications processing rates are under collection. Besides the Exporters and Importers Registration (REI) registration fees, importers shall have to pay a small 1,000 kwanzas fee for licensing applications processing. These fees shall apply the import applications only, and export licensing applications are exempt of this payment. Only Diamonds export licenses shall be object of fees, the same that are in force since Payment settlement The importers shall deposit in the Treasury Single Account, under the Ministry of Commerce's tax identification number - NIF ( ) the amount they consider adequate considering the number of applications they shall submit to licensing and the frequency they wish to repeat this operation. Thus, the importer nay deposit the amount necessary for processing the licensing applications he expects to submit in the following months or weeks, or may even prefer to settle the fee for each case. The amounts deposited by the importers, unused during the year, shall automatically be transferred to the next year. Once deposited the amount deemed adequate, the importer shall provide its DAR at the Commerce Regional Delegations in Cabinda, Luanda, Lobito, Namibe, and Santa Clara, so that the officials in charge may register this payment in the System. The deposited amounts shall be automatically deducted for each licensing application processed by SICOEX, whether it is authorized or not. The amount available shall be automatically used by the system for any payments within SIMINCO (which includes SICOEX - Foreign Commerce and SILAC. Internal Commerce). There are not separated accounts for foreign commerce and internal commerce operations, there is only one single account. This the advantage of the integrated systems. In case of insufficient balance, the licensing applications shall remain suspended until settlement. As soon as the payment is made, the files on hold shall be immediately reactivated and follow its normal proceedings. To control the usage of the funds deposited in the Treasury Single Account (Conta Única do Tesouro - CUT) the imports/exports may consult am account statement. If the available balance is too low, the SIMINCO shall automatically send a notice to the importer, allowing him to provide for a new deposit. Presidential Decree nr. 265/2010, November 22nd Order nr. 242/2012, March 14 Order nr. 1972/2012, August 23, 2012 Decree 56/2003

3 Conjoined executive decree from the Ministry of Finance and Ministry of Commerce, nr. 264/2012, August NEWS FROM BRASIL Brazilian Summer Time starts next Sunday As of 00 am, next Sunday, October 21st 2012, all Brazilians shall have to advance their clocks one hour. The Summer time will last until February 17th This schedule shall apply to Rio Grande do Sul, Santa Catarina, Paraná, São Paulo, Rio de Janeiro, Espírito Santo, Minas Gerais, Goiás, Mato Grosso, Mato Grosso do Sul, Tocantins States amd the Federal District. According to the Secretary for Electric Energy of the Ministry for Mines and Energy, the 2012/2013 period of the Summer time will save 280 million reais throughout the country, amount which will surpass the 160 million reais saving of 2011/2012. This saving shall be possible thanks to the reduction in thermal plant usage during this period. In fact, by forwarding the schedule one hour, the load on the transmission lines, substations and distribution systems shall be lower so that the service in the more demanding periods, 6 and 9 pm (rush hour) shall be more effective. Decree nr , September 9ht, 2008 Thus, during this period, people will turn more frequently to use the sunlight. According to the Secretary, the reduction in the rush hour demand will raise the operational safety due to the lower transmission net load, larger operative flexibility for service operations, lesser load cuts in emergency situations of the electric system and lower operation costs of the National Interconnected System. Electric power generation, transmission and distribution grants The Executive Secretary of the Ministry for Mines and Energy (MME) recently stated that the provisional measure 579 created the possibility for the current holders of generation, transmission and distribution concessions - granted before the publication of the laws nr and nr , 1995 and nor auctioned by the Union - apply for the extension of the term for a maximum period of 30 years. Simultaneously, this provisional measure retains the auction possibility of these concessions for concessionaires who are not interested in the extension or who do not satisfy the listed conditions. In those cases, the new concessionaires shall be subjected to the logic of the proposal: to transfer to the consumer the benefits originated by those concessions, with the assets amortized or depreciated. These measures adopted by the Government aim at lowering the price of electric energy for the Brazilian consumer, whether residential, commercial or industrial, as of 2013, about 20,2% average. NEWS FROM MOÇAMBIQUE Rovuma basin gas exploration GALP Energia and Empresa Nacional de Hidrocarbonetos, EP (ENH) have just signed a technical, operational and financial cooperation agreement, aiming the joint exploration of natural gas at the Rovuma river basin, Cabo Delgado province, north of Mozambique. The agreement now closed aims at widening the space for cooperation in the joint analysis and assessment of new investment opportunities, contributing to reinforce the sustainable presence of both companies in the gas exploration and production in Mozambique, especially in the Rovuma basin.

4 This agreement aims at formalize and strengthen the existing cooperation between both companies regarding their participations management in the exploration blocks in Area 1 and Area 4, at the Rovuma basin, and promote the professional qualification of the Mozambican staff. The agreement cover the evaluation and realization of funding options, cooperation in the natural gas commercialization, an assessment of industrial development options and optimize costs and investments. The initiative also includes geological research, reservoir engineering, hydrocarbons production development studies and logistics and infrastructures. This partnership shall permit ENH e à GALP Energia to reinforce their position at Rovuma basin, area of acknowledged world-wide potential. Galp Energia holds a 10% participation in Area 4 of the Rovuma basin. ENH, Empresa Nacional de Hidrocarbonetos is a Mozambican public company in the oil and gas sector, which activities include gas and oil research, development, production and commerce, and GALP Energia is an integrated energy operator, with different world-wide activities. Currently, GALP Energia is found in 13 countries, namely Portugal, Spain, Brazil, Angola, Mozambique, Venezuela, Cape Verde, Guinea-Bissau, Swaziland, Gambia, Esta- Timor, Uruguai, and Equatorial-Guinea. Fuel production from coal waste The Savane administrative post, in Sofala central province, will include, as of 2015, a liquid fuel plant, produced from mineral coal waste extracted in Tete.This project will amount to about one billion USD. It will include the production of oil, diesel and jet by the project tenderer, Clean Carbon Industry, the second plant of this kind existing in the Africa continent. The first is in South Africa. The new industry shall be installed in Savane, Dondo district. According to those responsible, this plant shall be much more advanced compared to the neighbour plant in South Africa. The pre-feasibility studies of this initiative are now concluded based on coal tests, technology acceptance besides additional conceptual engineering assays. The plant shall cover a 900 hectares area, will produce 65,000 liquid fuel barrels/day. Regarding export incomes, it is expected the projec will contribute with 1,7 billion USD/year to the State treasury. According to the projects leaders, the project's full investment in Sofala only shall amount to one billion USD, whereas the whole project, from Tete to Sofala, shall amount to nine billion dollars- During the plant building phase 12,000 workers shall be employed and 2,000 workers during the operative phase. With the fuel production from low quality coal, unexportable by the companies exploring this mineral in Tete, this country will save up to USD 300 million in foreign currency, and will ensure the fuel supply, reducing costs of oil purchase. To make this project possible, the source declared that Clean Carbon Industry negotiated with the companies exploring mineral coal, namely Ncondezi and Warrior Coal 2012, which will supply the said raw material. In Savane, a duty free industrial zone is planned to store the finished product with suitable infrastructures for ship supply. The road, railway and sea distribution systema shall be employed, with and export pipe for Savane, leaving Tete. We aim at supplying Mozambique and afterwards the Austral Africa, European and American market, declared Brown. NEWS FROM PORTUGAL 2013 NATIONAL BUDGET Corporation exit taxes will change The 2013 National Budget draft, announced by the Portuguese Government on October 15th, which will be approved on November 27th, authorizes the Executive to change the IRC Code regarding the companies' redomicile abroad scheme and activity termination of a non-resident entity, according to Court of Justice of the European Union's (CJEU) last decision, on September 6th, The amendments shall establish a tax regime with settlement, immediate or divided in annual fractions, of the positive balance calculated through the difference between the market values and the tax relevant values of the assets from companies redomiciling into another Member State of the European Union (EU) or another European Economic Area (EEA) or transferring its assets into another EU State Member or EEA. In situations other than immediate payment, the new regime shall include the possibility and conditions of interest claims and constitution of suitable guarantee. The new regime shall also establish the duties associated to identification of assets included in the regime and to the tax settlement, as well as the consequences, including of punitive nature, following infringement of reporting duties and tax settlement. Finally, the next regime shall also bear in mind the improper use of the regime through actions or businesses aiming at avoiding the normally due tax, including the necessary provisions for this purpose. A regime shall also be established in which the taxpayer may chose between the settlement of the tax under the aforementioned terms and the tax settlement deferment until the activity's extinction, transmission, abolition or other similar events regarding assets. Proposal nr. 103/XII, October 15th 2012, article 228 Legal Persons Income Tax Code, articles nr 83, 84, 85. Decision of the Court of Justice of September 6th, File C-38/10, September 6th, 2012

5 2013 NATIONAL BUDGET VAT under simplified or optional cash accounting regime The Government includes in the 2013 State Budget an authorization to change the VAT Code, aiming at creation of a simplified or optional cash accounting regime applicable to small companies not benefiting from tax exemption. According to this regime, the tax might be required for operations performed by these companies at the collection moment, and the VAT deduction right shall take place in the moment of the effective payment. This optional regime lies within the concurrence promotion measures for Portuguese companies, especially small and medium companies, aiming a better financial situation through relief of treasury conditions and reduction of the associated financial burden. However, this measure is limited to companies with a annual turnover up to 500,000 euros choosing this regime for a minimum period of two years. They also have to settle the tax payable due to outstanding invoices during the last period of each calendar year and choosing this regime includes the taxpayers authorization for lifting the banking secrecy. This regime shall apply to the whole operations performed by the taxpayers in national territory, except for the following operations: Import, export and associated activities; Supplies and intra-community acquisitions and similar operations; Intra-Community services provision; Operations in which the recipient or purchaser is liable to pay the tax. The suitable accounting records to control received and effected payments shall also be determined, associating those with issued or received invoices, and a penalty framework shall be defined in case of improper or fraudulent use of the teller chargeability regime. Proposal nr. 103/XII, October 15th 2012, article NATIONAL BUDGET Communication of foreign deposits accounts The 2013 State Budget draft expands the mandatory communication and identification of foreign deposits accounts. The current General Tax Law stipulates an obligation of IRS taxpayers to declare in their income statements and identify deposits or securities accounts in foreign institutions domiciled outside the Portuguese territory. In 2013 this obligation will also include accounts in subsidiaries of domiciled financial institutions outside the Portuguese territory the taxpayer holds, benefits from or is authorized to handle. Under this obligation, the «beneficiary» is the taxpayer who controls, both directly or indirectly, and independently of any legal title, even through a representative, fiduciary or a third person, the rights on assets deposited in those accounts. Thus, not only the bank accounts opened in tax haves under the taxpayers name are relevant, but also those bank accounts he benefits from or is authorized to handle. Failure to mention those elements in the relevant statement implicates a 12 years expiration period for the assessment statute. Proposal nr. 103/XII, October 15th 2012, article 209, 210 General Tax Law, art. 45, 63-A ANGOLAN TAX CALENDAR INDUSTRIAL TAX Service agreements (Law 7/97, 10-10) - payment of the withhold tax referring to the previous month. PERSONAL INCOME TAX Until October 31, presentation of the DLI and payment of the tax withhold on the previous month. CONSUMPTION TAX Until October 31, presentation of the Model D tax return and payment of the tax referring to the previous month turnovernover. STAMP DUTY Until October 31, presentation of the DLI and payment of the withhold tax referring to the previous month sales. REAL ESTATE TAX Until October 31, presentation of the Model 1 tax return referring the rents received on 2009 and payment of the tax 4th part.

6 ANGOLAN LEGISLATION DR nr 186 (Main Boog) Executive Decree nr. 394 Approves the instructions for Closure of the 2012 Financial Year. - Repeals all opposing the provisions of this Executive Decree. DR nr 184 (Main Book) Presidential Decree nr. 198 Respects the nationwide day-off in September 26th, DR nr 185 (Main book) Order nr Authorizes the creation of an institutional Arbitration Centre named «Centro de Arbitragem do C. E. E. A.» AVM Advogados Todos os direitos reservados