The English translation is for information purposes only. The original and official language for this Protocol is Portuguese.

PROTOCOL

ON THE MARKETING OF COMPLEX FINANCIAL PRODUCTS

Between

The Portuguese Securities Market Commission (Comissão do Mercado de Valores

Mobiliários - CMVM), and for this purpose is hereby represented by Prof. Doutor

Carlos Francisco Ferreira Alves (Member of the Executive Board)

and

- Banco Best, SA, and for this purpose is hereby represented by Engª. Isabel Ferreira

(Chair of the Executive Board) and Dr. Pedro Neves (Director);

- Banco BIC Português, SA, and for this purpose is hereby represented by Dr. Manuel

Maria Sousa e Vasconcelos (Director of Capital Markets);

- Banco Bilbao Vizcaya Argentaria, SA, and for this purpose is hereby represented by

Dr. Daniel da Silva Mendes (Director of Equities and Derivatives) and Dr. Luís Castro

e Almeida (Director of Development and Business);

- Banco BPI, SA, and for this purpose is hereby represented by Dr. Alexandre Lucena

e Vale (Central Director) and Dra. Sérgia Narciso (Director);

- Banco Comercial Português, SA, and for this purpose is hereby represented by Dr.

Miguel de Campos Pereira de Bragança (Vice-Chairman);

- Banco de Investimento Global, SA, and for this purpose is hereby represented by

Dr. Nicholas Racich (Vice-Chairman of the Board of Directors);

- Banco Espirito Santo, SA, and for this purpose is hereby represented by Dr. António

José Baptista do Souto (Director);

- Banco Invest, SA, and for this purpose is hereby represented by Dr. Paulo Monteiro

(Director of Asset Management);

- Banco Popular Portugal, SA, and for this purpose is hereby represented by Dr.

Carlos Manuel Sobral Cid da Costa Álvares (Member of the Board of Directors);

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- Banco Português de Investimento, SA, and for this purpose is hereby represented by

Dr. Alexandre Lucena e Vale (Director) and Dra. Sérgia Narciso (Nominee);

- Banco Santander Totta, SA, and for this purpose is hereby represented by Dr.

Manuel Preto (Director);

- Banif – Banco Internacional do Funchal, SA, and for this purpose is hereby

represented by Dr. Vítor Farinha Nunes (Director);

- Banif Banco de Investimento, SA, and for this purpose is hereby represented by Dr

Vítor Farinha Nunes (Director);

- Barclays Bank PLC (Branch in Portugal), and for this purpose is hereby represented

by Dr. Carlos Jorge Ferreira Brandão (Manager and Member of the Executive

Committee of the Branch);

- BNP Paribas, SA (Branch in Portugal), and for this purpose is hereby represented by

Dr. Luís Mendes (Compliance Management);

- Caixa Central – Caixa Central de Crédito Agrícola Mútuo, CRL, and for this purpose is

hereby represented by Dr. José Alberto Galo Vareda (Responsible for Securities);

- Caixa Económica Montepio Geral, and for this purpose is hereby represented by Dr.

Jorge Humberto da Cruz Barros de Jesus Luís (Member of the Executive Board);

- Caixa Geral de Depósitos SA, and for this purpose is hereby represented by Dra. Ana

Cristina Leal (Director);

- Deutsche Bank AG (Branch in Portugal), and for this purpose is hereby represented

by Eng. Bernardo Meyrelles (Chief Country Officer) and Dr. Rui Ahrens Teixeira

(Chief Operating Officer);

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Whereas

1. The marketing and sale of Complex Financial Products (CFP) to retail clients has

been steadily increasing in financial markets.

2. The high level of complexity that characterizes some of these products requires

special consideration in the respective marketing and sale thereof in order for its

features and risks to be appropriately perceived not only by the clients but also by

the employees involved therein.

3. Both the Portuguese Securities Market Commission (CMVM), pursuant to the

guidelines for its supervision activity as envisaged in Article 358 of the Portuguese

Securities Code, and each bank as signatory hereto are committed to ensuring that

bank employees show high standards of professionalism and quality in the

marketing and sale of the CFP.

4. The distributors of these products must have skilled human resources that are able

to:

Understand the CFP that are being marketed and sold;

Convey accurate information to investors; and

Ensure that investing in these products is preceded by the appropriate

warnings thereto and, in accordance with legal requirements, a test is

competently carried out on the suitability of the product for the investor.

5. The marketing and sale of such products should be strictly guided by the principles

of respecting and protecting investor interests.

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6. Having particular regard to the legal framework imposed by Decree-Law No. 211-

A/2008, of 3 November, and the CMVM Regulation No. 2/2012.

The following is agreed upon between the CMVM and each signatory Bank hereto:

§ 1

Qualifications of the Employees

Each signatory Bank is committed to ensuring that the marketing and sale of the CFP

shall always be carried out with the participation of employees who have, via

appropriate training sessions, acquired the knowledge on financial markets and

products and thereby enabling them to understand and explain the features and risks

of these products to the clients.

§ 2

Refrain from Distribution

1. Each signatory Bank undertakes not to market the following to retail clients,

outside the scope of the provision of discretionary portfolio management services

and investment advice:

a) CFP that are classified with an orange or red warning symbol and whose

expected average profitability rates between percentiles 20% and 80% is

negative, based on models drawn up in accordance with Article 13/2 and /3 of

CMVM Regulation No. 2/2012;

b) CFP that are classified with an orange or red warning symbol pursuant to Article

9 of CMVM Regulation No. 2/2012 and whose payable income and/or principal

relies on more than three mechanisms from those listed in the Annex to the

Protocol, or other mechanisms that the signatory Banks and the CMVM

consider to be highly complex.

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2. For the purposes of this Protocol:

a) "Retail clients" are considered to be clients in respect of whom the following

two requirements are met: (i) are classified as non-qualified pursuant to

Articles 317 and 30 of the Portuguese Securities Code, and (ii) hold financial

assets equal to or less than €500,000 (five hundred thousand euros) in

individual or collective accounts. "Financial assets" of a client are understood to

be all financial instruments held and thus accordingly does not include bank

deposits;

b) "Refrain from distributing" means that no CFP are offered at the initiative of

the signatory Bank to its retail clients, but this would not cover the services of

reception, transmission and execution of orders concerning this type of CFP as

long as the service is demonstrably provided exclusively at the client's initiative.

§ 3 Prevention and management of conflicts of interest

In compliance with the duties laid down by Article 309 of the Portuguese Securities

Code, each signatory Bank undertakes to adopt an effective system for preventing and

managing conflicts of interests in the marketing and sale of CFP, which ensures that

the interests of clients will always be first and foremost represented compared to any

other, particularly, not adopting variable compensation mechanisms or incentives that

depend solely or substantially on the amount of specific CFP sold by the employee or

the business structure under which she/he is integrated.

§ 4 Legal Effect

1. This Protocol shall be effective from 1 January 2014 until 31 December 2014, and

will be annually renewed unless any party objects thereto in accordance with the

following.

2. Any signatory Bank may withdraw from this Protocol by written notification to the

CMVM. This should be submitted up to 60 days prior to the expiry of the current

Protocol, with a copy thereof to the APB (the Portuguese Bankers Association) that

shall thereby notify the other signatory Banks.

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3. With one or more signatory Banks submitting a withdrawal notice, the other

signatory Banks should notify the CMVM within 30 days prior to the expiry of the

current Protocol if they also purport to exercise their right to withdraw from or

remain a party to the Protocol.

4. The CMVM may withdraw from this Protocol by means of a written notice to each

of the signatory Banks to date and said notice is to be submitted at least 60 days

prior to the expiry of the current Protocol.

§ 5

Monitoring and Assessment

1. Under the internal control report that should be submitted by the end of June,

each signatory Bank undertakes to notify the CMVM on the measures adopted and

also the coverage, results and conclusions thereof, in order to comply with

commitments envisaged in the preceding paragraphs.

2. Based on the report referred to in the preceding paragraph, the CMVM and each

signatory Bank annually assess the impact of this Memorandum.

§ 6

Subsequent Accession

Any Bank that is not a signatory party to this Protocol may during the term hereof,

apply to join this Protocol and the application should be addressed to the CMVM. If

this is accepted, the CMVM should inform the other signatory Banks thereof.

Lisbon, 10 December 2013.

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By the CMVM Carlos Francisco Ferreira Alves (Member of the Executive Board) By Banco Best, SA

Engª Isabel Ferreira Pedro Neves

(Chair of the Executive Board) (Director)

By Banco BIC Português, SA Manuel Maria Sousa e Vasconcelos (Director of Capital Markets) By Banco Bilbao Vizcaya Argentaria, SA Daniel da Silva Mendes Luís Castro e Almeida (Director of Equities and Derivatives) (Director of Development and Business) By Banco BPI, SA Alexandre Lucena e Vale Sérgia Narciso (Central Director) (Director)

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By Banco Comercial Português, SA, Miguel de Campos Pereira de Bragança (Vice-Chairman) By Banco de Investimento Global, SA Nicholas Racich (Vice-Chairman of the Board of Directors) By Banco Espírito Santo, SA António José Baptista do Souto (Executive Director) By Banco Invest, SA Paulo Monteiro (Director of Asset Management)

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By Banco Popular Portugal, SA Carlos Manuel Sobral Cid da Costa Álvares (Member of the Executive Board) By Banco Português de Investimento, SA Alexandre Lucena e Vale Sérgia Narciso (Director) (Nominee) By Banco Santander Totta, SA Manuel Preto (Director) By Banif – Banco Internacional do Funchal, SA Vítor Farinha Nunes (Director)

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By Banif Banco de Investimento, SA Vítor Farinha Nunes (Director) By Barclays Bank PLC (Branch in Portugal) Carlos Jorge Ferreira Brandão (Manager and Member of the Executive Committee of the Branch) By BNP Paribas, SA (Branch in Portugal) Luís Mendes (Compliance Management) By Caixa Central – Caixa Central de Crédito Agrícola Mútuo, CRL José Alberto Galo Vareda (Responsible for Securities) By Caixa Económica Montepio Geral Jorge Humberto da Cruz Barros de Jesus Luís (Member of the Executive Board)

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By Caixa Geral de Depósitos, SA Ana Cristina Leal (Director) By Deutsche Bank AG, Branch in Portugal Bernardo Meyrelles Rui Ahrens Teixeira (Chief Country Officer) (Chief Operating Officer)

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ANNEX I

LIST OF MECHANISMS FOR THE PURPOSES OF § 2/1/B) OF THE PROTOCOL

The remuneration and/or repayment of complex financial products depend on a

number of mechanisms that operate on:

1) one or more underlying assets (underlying)

2) one or more observation dates (observation)

3) one or more payment dates (period)

These include:

1) Mechanisms for aggregating the number of observations per underlying asset. For example: average (arithmetic, weighted or other), distribution (standard deviation or other), maximum ("look-back max"), minimum ("look-back min"), etc.

2) Mechanisms for aggregating several underlying assets during a certain period. For example: average (arithmetic, weighted or other), maximum ("best"), minimum ("worst"), difference (difference of indices' performance, "spread" or "excess return"), inversion ("reverse return" ), sum of the indices' performance, default event ("first to default"), ratio, etc.

3) The existence of one or more barriers. For example, step-up condition (wherein the yield varies according to the number of barriers reached).

4) The existence of caps and/or floors. For example, restricting the remuneration to 40%.

5) Discretionary early repayment ("call" by the issuer or "put" by the investor).

6) Mechanisms for automatic early repayment. For example, the exercise of a call option (repayment in advance if a particular condition is met) or target redemption (if a specific remuneration level is attained).

7) Mechanisms for converting assets (e.g. "reverse convertibles").

8) Change in the remuneration structure over different time periods. For example, changing the form of aggregating the observations and/or changing the form of aggregating several underlying assets, changing barriers, etc.

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9) Mechanisms that change the form of remuneration during subsequent periods. For example, recalling unpaid coupons for possible future payment; lock-in, switch or other conditions that put an end to the initial remuneration formula for a fixed income, postponing the repayment date, etc.

10) Use of indices, the methodology of which and/or price is not freely available.

11) Remuneration and/or redemption amount is dependent on the issuer's hedging transactions. For example, fees charged to the investor that result from materialisation of risks from hedging transactions entered into by the issuer such as interest rate swaps, options, etc.

12) Repayment or interest in a different currency from that of the investment currency.