Law and regulation of private placement of common stock in Portugal

• Offer to the public.
• Admission to trading of securities on a regulated market.

Key exemptions (subject to further requirements not detailed below)

Offer to the public

• Qualified Investors.
• Less than 150 persons per EEA State, other than Qualified Investors.
• Aggregate amount of the offer in the EU is less than EUR 5m in a rolling 12 month period.

Admission to trading of securities on a regulated market

• Shares representing less than 20% of the existing issued shares of the same class, already admitted to trading on the same regulated market, in a rolling 12 month period.

Only on the basis of an approved prospectus or the exemptions set out in paragraph 2.

Only on the basis of an approved prospectus or the exemptions set out in paragraph 2.

Only on the basis of an approved prospectus or the exemptions set out in paragraph 2.

Not if a prospectus is required.

Yes, subject to complying with applicable financial intermediation rules.

Reverse solicitation is possible if within the scope and observing private placement requirements.