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1 Brisa – Concessão Rodoviária, SA (Incorporated 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. (the “Issuer” or “BCR”) 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 and amendments thereto, including Directive 2010/73/EU (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 2014/65/EU (as amended), of the European Parliament and of the Council of 15 May 2014 (“MiFID II”). This base prospectus (the “Base Prospectus”) comprises a base prospectus for the purposes of article 5(4) of the Prospectus Directive. 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 are nominativas, as Interbolsa can, at the request of the Issuer, ask the Affiliate Members of Interbolsa for information regarding the identity of the Noteholders and transmit such information to the Issuer. CVM currently has links in place with Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, S.A., Luxembourg (“Clearstream”) through accounts held by Euroclear and Clearstream with the Affiliate Members of Interbolsa (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. The Notes have not and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold or delivered within the United States or to, or for the account or the benefit of, U.S. persons as defined in Regulation S under the Securities Act (“Regulation S”) unless an exemption from the registration requirements of the Securities Act is available and in accordance with all applicable securities laws of any state of the United States and any other jurisdiction (see "Subscription and Sale"). An investment in the Notes involves certain risks. For discussion of these risks, see “Risk Factors”. Investors should see, in particular, the “Terms and Conditions of the Notes” and “Taxation” 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. 1 Amounts payable under the Notes may be calculated by reference to one or more “benchmarks” for the purposes of Regulation (EU) No. 2016/1011 of the European Parliament and of the Council of 8 June 2016 (the “Benchmark Regulation”). In this case, a statement will be includedin the applicable final terms, as to whether or not the relevant administrator of the benchmark is included in ESMA’s register of administrators under article 36 of the Benchmark Regulation. 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. In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under Regulation (EC) No. 1060/2009, as amended (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. PRIIPs/IMPORTANT – EEA RETAIL INVESTORS – If the Final Terms in respect of any Notes includes a legend entitled “Prohibition of Sales to EEA Retail Investors”, the Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC of the European Parliament and of the Council, of 9 December 2002 (as amended, the “Insurance Mediation Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive. Consequently, where such restriction applies, no key information document required by Regulation (EU) No 1286/2014 of the European Parliament and of the Council, of 26 November 2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared or will be available and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. MIFID II PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes will include a legend entitled “MiFID II Product Governance” which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment of end clients in respect of the Notes and determining appropriate distribution channels. A determination will be made in relation to each issue about whether, for the purpose of the MiFID II Product Governance Rules under Commission Delegated Directive (EU) 2017/593, of 7 April 2016 (the “MiFID II Product Governance Rules”), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise, neither the Arranger nor the Dealers nor any of their respective affiliates is deemed to be a manufacturer for the purpose of the MiFID II Product Governance Rules. Arranger Barclays Dealers Banco Bilbao Vizcaya Argentaria, S.A. Banco BPI, S.A. Banco Santander Totta, S.A. Barclays BNP PARIBAS Caixa – Banco de Investimento Citigroup Deutsche Bank Haitong Bank Millennium Investment Banking Novo Banco, S.A. Société Générale Corporate and Investment Banking The date of the Base Prospectus is 2 February 2018. 2 TABLE OF CONTENTS SUMMARY ............................................................................................................................. 4 RISK FACTORS ......................................................................................................................
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