Brisa – Concessão Rodoviária, S.A. (incorporated with limited liability under the laws of Portugal) Euro 3,000,000,000 Euro Medium Term Note Programme Base Prospectus Under this Euro 3,000,000,000 Euro Medium Term Note Programme (the “Programme”), Brisa - Concessão Rodoviária, S.A. (“Issuer” or “Concessionaire”) may from time to time issue notes (the “Notes”) denominated in any currency agreed between the Issuer and the relevant Dealer or Dealers (as defined below) subject to applicable legal and regulatory central bank and securities authority requirements. The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed Euro 3,000,000,000 (or its equivalent in other currencies calculated as described herein), subject to increase as described herein. Application has been made to the Commission de Surveillance du Secteur Financier (the “CSSF”) in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) to approve this document as a base prospectus in relation to the Issuer. The CSSF assumes no undertaking as to the economical and financial soundness of the information contained herein and the quality or solvency of the Issuer, pursuant to the provisions of article 7 (7) of the Luxembourg Law dated 10 July 2005 on prospectuses for securities (implementing Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 (the “Prospectus Directive”)). Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the Bourse de Luxembourg, which is the regulated market of the Luxembourg Stock Exchange and to be listed on the Official List of the Luxembourg Stock Exchange. The Bourse de Luxembourg is a regulated market for the purposes of Directive 2004/39/EC. The Notes will be issued in dematerialised book-entry form (forma escritural) integrated in and held through Interbolsa – Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A. (“Interbolsa”), as operator of the Portuguese central securities clearing system (Central de Valores Mobiliários or “CVM”) and can either be registered notes (nominativas) (in which case Interbolsa, at the request of the Issuer, can ask the Affiliate Members of Interbolsa for information regarding the identity of the Noteholders and transmit such information to the Issuer) or bearer notes (ao portador) (in which case Interbolsa cannot inform the Issuer of the identity of the Noteholders). CVM currently has links in place with Euroclear and Clearstream through accounts held by Euroclear and Clearstream with Interbolsa Affiliate Members (as described below). The Notes will benefit from security granted by the Issuer and Brisa – Concessão Rodoviária, SGPS, S.A. (the “Parent”) in the terms set out in the Terms and Conditions of the Notes. In particular, investors should also see, in particular the section “Overview of Certain Transaction Documents – Security Agreement”. The Programme also permits Notes to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer. An investment in the Notes involves certain risks. For discussion of these risks, see “Risk Factors” beginning on page 26 of this Base Prospectus. Investors should see, in particular, the “Terms and Conditions of the Notes” beginning on page 138 and “Taxation” beginning on page 183 in respect of procedures to be followed to receive payments under the Notes (as defined below). Noteholders are required to take affirmative action as described herein in order to receive payments on the Notes free from Portuguese withholding tax. Noteholders must rely on the procedures of Interbolsa to receive payments under the Notes. Series of Notes to be issued under the Programme will be rated or unrated. Where a Series of Notes is to be rated, such rating will not necessarily be the same as the rating assigned to any Notes already issued. The rating of certain Series of Notes to be issued under the Programme may be specified in the applicable Final Terms. The Issuer shall ensure that the information stating whether or not each credit rating applied for in relation to relevant Series of Notes will be issued by a credit rating agency established in the European Union and registered under Regulation (EC) No. 1060/2009 (the “CRA Regulation”) and stated in the list of credit rating agencies registered with the European Securities and Market Association (“ESMA”) and published on www.esma.europa.eu, will be disclosed in the Final Terms. Any ratings ascribed to the Notes reflect only the views of Moody‟s Investors Service Limited (“Moody’s”), Standard & Poor‟s Credit Market Services Europe Limited (“Standard & Poor’s” or “S&P”) and Fitch Ratings Limited (“Fitch” and, together with Moody‟s and Standard & Poor‟s, the “Rating Agencies”). A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning Rating Agency. Arranger Barclays Capital Dealers Banco Bilbao Vizcaya Argentaria, S.A. Banco Santander Totta, S.A. Barclays Capital BNP PARIBAS Caixa – Banco de Investimento Citi Deutsche Bank Espírito Santo Investment Bank Millennium Investment Banking The Royal Bank of Scotland The date of the Base Prospectus is 2 March 2012. 2 TABLE OF CONTENTS Page Summary .......................................................................................................................................... 4 Risk Factors ...................................................................................................................................... 26 Important Notices ............................................................................................................................. 44 General Description of the Programme ............................................................................................ 47 Information Incorporated by Reference ........................................................................................... 47 Description of the Issuer, the Parent and the Brisa Group ................................................................ 49 Overview of Certain Transaction Documents .................................................................................. 73 Form of the Notes ............................................................................................................................. 103 Form of Final Terms ......................................................................................................................... 106 Terms and Conditions of the Notes .................................................................................................. 138 Description of the Concession Contract ........................................................................................... 176 Taxation ............................................................................................................................................ 183 Subscription and Sale ....................................................................................................................... 194 General Information ......................................................................................................................... 198 Glossary of Defined Terms .............................................................................................................. 201 Index of Defined Terms.................................................................................................................... 207 3 SUMMARY Under the Programme, the Issuer may from time to time issue Notes denominated in any currency, subject as set out herein. A summary of the terms and conditions of the Programme and the Notes appears below. The applicable terms of any Notes will be agreed between the Issuer and the relevant Dealer prior to the issue of the Notes and will be set out in the Conditions of the Notes incorporated by reference into the Notes, as modified and supplemented by the applicable Final Terms of such Notes, as more fully described under “Form of the Notes”. This Base Prospectus and any supplement will only be valid for Notes issued under the Programme which have been admitted to trading on the Luxembourg Stock Exchange‟s regulated market and listed on the Luxembourg Stock Exchange during the period of twelve months from the date of this Base Prospectus in an aggregate nominal amount which, when added to the aggregate nominal amount then outstanding of all Notes previously or simultaneously issued under the Programme, does not exceed €3,000,000,000 or its equivalent in other currencies. For the purpose of calculating the euro equivalent of the aggregate nominal amount of Notes issued under the Programme from time to time, the euro equivalent of Notes denominated in another Specified Currency (as specified in the applicable Final Terms in relation to the relevant Notes, described under “Form of the Notes”) shall be determined, at the discretion of the Issuer, either as of the date on which agreement is reached for the issue of Notes or on the preceding day on which commercial