Brisa – Concessão Rodoviária, SA Euro 3000000000

Brisa – Concessão Rodoviária, S.A. (incorporated with limited liability under the laws of Portugal) Euro 3,000,000,000 Euro Medium Term Note Programme 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 (as defined below). 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. 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 see 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 3 of this Base Prospectus. Investors should see, in particular, the “Terms and Conditions of the Notes” beginning on page 100 and “Taxation” beginning on page 144 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. 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 22 December 2010. TABLE OF CONTENTS Page Risk Factors ...................................................................................................................................... 3 Important Notices ............................................................................................................................. 19 Information Incorporated by Reference ........................................................................................... 22 General Description of the Programme ............................................................................................ 24 Description of the Issuer, the Parent and the Brisa Group ................................................................ 32 Overview of Certain Transaction Documents .................................................................................. 55 Form of the Notes ............................................................................................................................. 85 Form of Final Terms ......................................................................................................................... 87 Terms and Conditions of the Notes .................................................................................................. 100 Description of the Concession Contract ........................................................................................... 138 Taxation ............................................................................................................................................ 145 Subscription and Sale ....................................................................................................................... 155 General Information ......................................................................................................................... 159 Glossary of Defined Terms .............................................................................................................. 162 Index of Defined Terms.................................................................................................................... 168 2 RISK FACTORS The Issuer believes that the following factors may affect its ability to fulfil its obligations under Notes issued under the Programme. All of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring. In addition, factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme are also described below. The Issuer believes that the factors described below represent the principal risks inherent in investing in Notes issued under the Programme, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with any Notes may occur for other reasons which may not be considered significant risks by the Issuer based on information currently available to it or which they may not currently be able to anticipate. Prospective investors should also read the detailed information set out elsewhere in this Base Prospectus and reach their own views prior to making any investment decision. Risk Factors relating to the Issuer and its activities The Issuer is dependent upon the condition of the Portuguese economy The correction of the current macro-economic imbalances within the Portuguese economy against the backdrop of an adverse external framework, and more demanding financial market conditions, may have a negative impact on the Issuer‟s activity and results. The Issuer‟s activity is exposed to the evolution of the Portuguese economy. All motorways constructed, maintained and operated by the Issuer are located in Portugal and therefore, the state of the Portuguese economy remains critical to the Issuer‟s results and to its ability to fulfil its goals. The Portuguese Gross Domestic Product (“GDP”) decreased by 2.7 (two point seven) per cent. in real terms in 2009, reflecting the delayed effects of the international financial markets crisis, the slowdown in world economic activity and low domestic demand. The decrease in domestic demand, estimated at -3.2 (minus three point two) per cent., related particularly to the sharp contraction in investment and with a much lesser reduction in private consumption. Net foreign demand did, however, have a positive contribution due to significantly lower imports. Tough conditions in the global financial markets and restrictions on access to funds limited the potential gains arising from the persistent accommodative stance taken on monetary policy, which included very low levels for official interest rates and enhanced credit facilities in open market operations. The low interest rates did, however, help to ease the debt service burden on households and corporations, thereby mitigating some of the negative effects stemming from much weaker activity and rising unemployment. Current interest rate levels are probably at their lowest point in the cycle. Going forward, debt servicing is expected to increase. This increase in debt servicing could be more worrying if the rise in interest rates at the European Union level deviates from that in Portuguese interest rates. In a monetary union, one of the major risks faced by a small open economy is economic asymmetry with the core countries. Portuguese unemployment levels increased significantly to above 10 (ten) per cent. of the labour force, despite the public initiatives to support underlying economic activity and employment retention. As a result of efforts to stabilise the economy and due to the effect of negative cyclical patterns, the public finances deteriorated significantly. The budget deficit and public debt increased to 9.4 (nine point four) per cent. of GDP and 76 (seventy six) per cent. of GDP respectively. These levels are in line with the European Union average,

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