SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Portugal Telecom SGPS S.A.

(Name of Issuer)

Ordinary Shares, Nominal Value €0.03 Per Share

(Title of Class of Securities)

737273102

(CUSIP Number)

Alex Waldemar Zornig

Investor Relations Director

Rua Humberto de Campos, 425, 8° andar

Leblon, Rio de Janeiro, RJ, Brazil 22430-190

Tel: +55 21 3131-1208

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 19, 2011

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  o 

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 737273102
	1.	Name of Reporting Person Telemar Participações S.A.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)      o
		(b)      o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) SC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    o
	6.	Citizenship or Place of Organization Federative Republic of Brazil
Number of		7.		Sole Voting Power 62,755,860
Shares		8.		Shared Voting Power
Beneficially				0
Owned by		9.		Sole Dispositive Power
Each				62,755,860
Reporting		10.		Shared Dispositive Power
Person With				0
	11.		Aggregate Amount Beneficially Owned by Each Reporting Person  62,755,860
	12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    o
	13.		Percent of Class Represented by Amount in Row (11)  7%
	14.		Type of Reporting Person (See Instructions) CO; HC

2

CUSIP No. 737273102
	1.	Name of Reporting Person Tele Norte Leste Participações S.A.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)      o
		(b)      o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) SC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    o
	6.	Citizenship or Place of Organization Federative Republic of Brazil
Number of		7.		Sole Voting Power 62,755,860
Shares		8.		Shared Voting Power
Beneficially				0
Owned by		9.		Sole Dispositive Power
Each				62,755,860
Reporting		10.		Shared Dispositive Power
Person With				0
	11.		Aggregate Amount Beneficially Owned by Each Reporting Person  62,755,860
	12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    o
	13.		Percent of Class Represented by Amount in Row (11)  7%
	14.		Type of Reporting Person (See Instructions) CO; HC

3

CUSIP No. 737273102
	1.	Name of Reporting Person Telemar Norte Leste S.A.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)      o
		(b)      o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) SC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    o
	6.	Citizenship or Place of Organization Federative Republic of Brazil
Number of		7.		Sole Voting Power 62,755,860
Shares		8.		Shared Voting Power
Beneficially				0
Owned by		9.		Sole Dispositive Power
Each				62,755,860
Reporting		10.		Shared Dispositive Power
Person With				0
	11.		Aggregate Amount Beneficially Owned by Each Reporting Person  62,755,860
	12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    o
	13.		Percent of Class Represented by Amount in Row (11)  7%
	14.		Type of Reporting Person (See Instructions) CO

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ITEM 1. SECURITY AND ISSUER

This statement on Schedule 13D relates to ordinary shares, €0.03 nominal value (the “Shares”), of Portugal Telecom, SGPS, S.A., a limited public company organized under the laws of The Portuguese Republic (the “Issuer”).  The principal executive offices of the Issuer are located at Av. Fontes Pereira de Melo, 40, 1069-300 Lisboa Codex, Portugal.

ITEM 2. IDENTITY AND BACKGROUND

This Schedule 13D is being filed jointly on behalf of each of (i) Telemar Participações S.A. (“TmarPart”), (ii) Tele Norte Leste Participações S.A. (“TNL”) and (iii) Telemar Norte Leste S.A. (“Telemar”, and, together with TmarPart and TNL, the “Reporting Persons”). The agreement among the Reporting Persons to file this Schedule 13D jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934 is attached as Exhibit 99.1.

TmarPart is a corporation (sociedade anônima) organized under the laws of Brazil principally engaged, through its subsidiaries, in providing telecommunications services to customers in Brazil. The principal office of TmarPart is Praia de Botafogo 300, 11th floor, sala 1101 (parte) 22250-040, Rio de Janeiro, RJ, Brazil.

TNL is a corporation (sociedade anônima) organized under the laws of Brazil principally engaged, through its subsidiaries, in providing telecommunications services to customers in Brazil. The principal office of TNL is Rua Humberto de Campos, 425/8° andar-Leblon, 22641-560 Rio de Janeiro, RJ, Brazil.

Telemar is a corporation (sociedade anônima) organized under the laws of Brazil principally engaged, through its subsidiaries, in providing telecommunications services to customers in Brazil. The principal office of Telemar is Rua General Polidoro, 99, Rio de Janeiro, RJ, Brazil.

The name, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship of each director and executive officer, as applicable, of each Reporting Person is provided on Exhibit 99.2, which is incorporated by reference herein.

During the last five years, neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons listed in Exhibit 99.2 has (i) been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction such that, as a result of such proceeding, such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The Shares were acquired by Telemar using a total amount of funds (including brokerage commissions) equal to approximately R$1,206,800,000.  The Reporting Persons sourced such funds mainly through a capital increase of each of TNL and Telemar in which the Issuer invested.

ITEM 4. PURPOSE OF TRANSACTION

The Shares to which this statement relates were acquired by the Reporting Persons with the purpose of investing in the Issuer’s securities as part of a strategic alliance with the Issuer to develop a global telecommunications platform for cooperation to share best practices, achieve economies of scale, implement research and development initiatives, develop technologies, expand the parties’ international presence, diversify services, maximize synergies and reduce costs.

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As of April 1, 2011, the Issuer owns, directly or indirectly, a 25.28% stake in Telemar, through the Issuer’s investment of R$8.321 billion.  The Issuer’s acquisition of such a stake did not alter the control structure of the Reporting Persons.

Telemar plans to acquire up to 10% of Shares of the Issuer.  Telemar plans, to the extent of its corporate rights under Portuguese law, to nominate a candidate to the Issuer’s Board of Directors at a level commiserate with its participation in the Issuer’s capital stock and pursuant to applicable law and the Issuer’s Bylaws.  The Reporting Persons expect to engage in discussions with management, the Board of Directors, other shareholders of the Issuer and other relevant parties concerning the Issuer, which discussions may include considering one or more of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.

Other than as described in this statement, none of the Reporting Persons nor, to the Reporting Persons best knowledge, any of the persons listed in Exhibit 99.2 hereto, has any present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.  The Reporting Persons, however, retain their rights to acquire additional Shares, to sell some or all of the Shares or to modify their plans with respect to any matters of the type described in sections (a)-(j) of Item 4.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

As reported in the Form 6-K furnished to the SEC by the Issuer on April 27, 2011, the total number of issued and outstanding Shares is 875,872,500.

(a) & (b)     TmarPart:

TmarPart owns 56.42% of the common shares of TNL. As a result, TmarPart has the sole power to vote and dispose of 62,755,860 Shares, representing 7% of the issued and outstanding Shares and may be deemed to beneficially own all of such shares.

The numbers of Shares beneficially owned by directors and executive officers of TmarPart are set forth below. TmarPart disclaims beneficial ownership of such securities of Portugal Telecom beneficially owned by such directors and executive officers.

TmarPart directors and executive officers:	Number of Shares held
Otávio Marques de Azevedo (Chairman of the Board of Directors)	0
Carlos Francisco Riberio Jereissati (Director)	0
Pedro Jereissati (Chief Executive Officer and Director)	0
José Augusto da Gama Figueira (Director)	0
Odali Dias Cardoso (Director)	0
Zeinal Abedin Mahomed Bava (Director)	63,161
Ivan Ribeiro de Oliveira (Alternate Director)	0
Alessandro Golombiewski Teixeira (Director)	0
Alexandre Jeressati Legey (Director)	0
Carlos Jeressati (Alternate Director)	0
José Mauro Mettrau Carneiro da Cunha (Director)	0
Armando de Santi Filho (Alternate Director)	0
Shakhaf Wine (Executive Officer and Director)	0
Celso Fernandez Quintella (Executive Officer)	0
Renato Sobral Pires Chaves (Executive Officer)	0
Maurício Marcellini Pereira (Director)	0

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Luis Carlos Fernandes Afonso (Director)	0
Renato Torres de Faria (Director)	0
Paulo Roberto Reckziegel Guedes (Alternate Director)	0
Ricardo Coutinho de Sena (Director)	0
Fernando Magalhães Portella (Director)	0
Luiz Antonio Rodrigues Elias (Alternate Director)	0
Roberto Yoshio Miura (Alternate Director)	0
Wilson Santarosa (Alternate Director)	0

TNL:

TNL owns 98.01% of the common shares of Telemar. As a result, TNL has the sole power to vote and dispose of 62,755,860 Shares, representing 7% of the issued and outstanding Shares and may be deemed to beneficially own all of such shares.

The numbers of Shares beneficially owned by directors and executive officers of TNL are set forth below. TNL disclaims beneficial ownership of such securities of Portugal Telecom beneficially owned by such directors and executive officers.

TNL directors and executive officers	Number of Shares held
Luiz Eduardo Falco Pires Corrêa (Chief Executive Officer)	0
Alex Waldemar Zornig (Executive Officer)	0
Julio Cesar Fonseca (Executive Officer)	0
Francisco Aurélio Sampaio Santiago (Executive Officer)	0
Maxim Medvedovsky (Executive Officer)	0
Francis James Leahy Meaney (Executive Officer)	0
José Mauro Mettrau Carneiro da Cunha (Chairman of the Board of Directors)	0
Jose Augusto da Gama Figueira (Alternate Director)	0
Otávio Marques de Azevedo (Director)	0
Lucio Otavio Ferreira (Alternate Director)	0
Alexandre Jereissati Legey (Director)	0
Carlos Francisco Ribeiro Jereissati (Alternate Director)	0
Pedro Jereissati (Director)	0
Cristiano Yazbek Pereira (Alternate Director)	0
Fernando Magalhães Portella (Director)	0
Carlos Jeressati (Alternate Director)	0
Fábio De Oliveira Moser (Director)	0
Ricardo Ferraz Torres (Alternate Director)	0
Sergio Franklin Quintella (Director)	0
Rafael Cardoso Cordeiro (Alternate Director)	0
Renato Torres de Faria (Director)	0
Ricardo Antonio Mello Castanheira (Alternate Director)	0
Cláudio Figueiredo Coelho Leal (Director)	0

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Laura Bedeschi Rego de Mattos (Alternate Director)	0
Zeinal Abedin Mahomed Bava (Director)	63,161
Shakhaf Wine (Director)	0
Luis Miguel da Fonseca Pacheco de Melo (Alternate Director)	45
Pedro Humberto Monteiro Durão Leitão (Alternate Director)	758
Carlos Fernando Costa (Director)	0
Armando Ramos Tripodi (Alternate Director)	0
Demósthenes Marques (Director)	0
Monica Ferreira Dias (Alternate Director)	0

Telemar:

Telemar beneficially owns, and has the sole power to vote and dispose of 62,755,860 Shares, representing 7% of the issued and outstanding Shares.

The numbers of Shares beneficially owned by directors and executive officers of Telemar are set forth below. Telemar disclaims beneficial ownership of such securities of Portugal Telecom beneficially owned by such directors and executive officers.

Telemar directors and executive officers	Number of Shares held
Luiz Eduardo Falco Pires Corrêa (Executive Officer and Director)	0
Alex Waldemar Zornig (Executive Officer and Alternate Director)	0
Marco Norci Schroeder (Executive Officer)	0
Francisco Aurélio Sampaio Santiago (Executive Officer)	0
João Francisco da Silveira Neto (Executive Officer)	0
Francis James Leahy Meaney (Executive Officer)	0
José Mauro Mettrau Carneiro da Cunha (Director)	0
João de Deus Pinheiro de Macêdo (Director)	0
Eurico de Jesus Teles Neto (Director)	0
Marcos Duarte Santos (Director)	0
José Augusto da Gama Figueira (Alternate Director)	0
Júlio César Fonseca (Alternate Director)	0
Maxim Medvedovski (Alternate Director)	0
Carlos Eduardo Parente de Oliveira Alves (Alternate Director)	0

(c) On April 4, 2011, Telemar acquired 26,895,360 ordinary shares of the Issuer at an initial price of €8.902 per share through an agreement with Barclays Bank PLC, executed March 4, 2011. This acquisition represents approximately 3% of the capital stock of the Issuer.

Telemar purchased 35,860,500 ordinary shares of the Issuer from Citigroup Global Markets Limited at €8.11 per share pursuant to an agreement executed April 19, 2011. This acquisition represents approximately 4% of the capital stock of the Issuer.

Except as set forth in this Statement, none of the Reporting Persons nor, to the Reporting Persons best knowledge, any of the persons listed in Exhibit 99.2 hereto, has engaged in any transaction during the past 60 days in any Shares of the Issuer.

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(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the common shares beneficially owned by the Reporting Persons.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Not applicable.

ITEM 7. MATERIALS TO BE FILED AS EXHIBITS

Exhibit 99.1         Joint Filing Agreement, dated April 29, 2011.

Exhibit 99.2         Directors and Executive Officers of the Reporting Persons.

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After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: April 29, 2011
	Telemar Participações S.A.
	By:	/s/   Renato Sobral Pires Chaves
		Name:	Renato Sobral Pires Chaves
		Title:	Officer

By:	/s/   Celso Fernandez Quintella
	Name:	Celso Fernandez Quintella
	Title:	Officer

Tele Norte Leste Participações S.A.
By:	/s/   Alex Waldemar Zornig
	Name:	Alex Waldemar Zornig
	Title:	Officer

By:	/s/   Julio Cesar Fonseca
	Name:	Julio Cesar Fonseca
	Title:	Officer
Telemar Norte Leste S.A.

By:	/s/   Alex Waldemar Zornig
	Name:	Alex Waldemar Zornig
	Title:	Officer

By:	/s/   Marco Norci Schroeder
	Name:	Marco Norci Schroeder
	Title:	Officer

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EX-99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the following:

(i) the joint filing on behalf of each of them of a statement on Schedule 13D (including subsequent amendments thereto) with respect to ordinary shares, €0.03 nominal value, of Portugal Telecom, SGPS, S.A., and

(ii) the inclusion of this Joint Filing Agreement as an exhibit to such joint filing, provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness and accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe that such information is inaccurate.

The Joint Filing Agreement may be executed in any number of counterparts all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of this 29th day of April, 2011.

Telemar Participações S.A.
By:	/s/   Renato Sobral Pires Chaves
	Name:	Renato Sobral Pires Chaves
	Title:	Officer

By:	/s/   Celso Fernandez Quintella
	Name:	Celso Fernandez Quintella
	Title:	Officer

Tele Norte Leste Participações S.A.
By:	/s/   Alex Waldemar Zornig
	Name:	Alex Waldemar Zornig
	Title:	Officer

By:	/s/   Julio Cesar Fonseca
	Name:	Julio Cesar Fonseca
	Title:	Officer
Telemar Norte Leste S.A.

By:	/s/   Alex Waldemar Zornig
	Name:	Alex Waldemar Zornig
	Title:	Officer

By:	/s/   Marco Norci Schroeder
	Name:	Marco Norci Schroeder
	Title:	Officer

EX-99.2

EXHIBIT 99.2

DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS

The following information is provided for each of the directors and executive officers of the Reporting Persons:

·   Name

·   Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted.

Directors and Executive Officers of Telemar

All of the following persons are citizens of the Federative Republic of Brazil, except Francis James Leahy Meaney, who is a citizen of Ireland.  Unless otherwise noted below, the business address for each of the following persons is Rua Humberto de Campos, 425/8° andar-Leblon, 22430-190 Rio de Janeiro, RJ, Brazil.

Name	Business address	Present principal occupation or employment and the name of any corporation or other organization in which such employment is conducted
Luiz Eduardo Falco Pires Corrêa		Executive Officer and Director, Telemar Chief Executive Officer, TNL
Alex Waldemar Zornig		Executive Officer and Alternate Director, Telemar Executive Officer, TNL
Marco Norci Schroeder		Executive Officer, Telemar
Francisco Aurélio Sampaio Santiago		Executive Officer, Telemar Executive Officer, TNL
João Francisco da Silveira Neto		Executive Officer, Telemar
Francis James Leahy Meaney		Executive Officer, Telemar Executive Officer, TNL
José Mauro Mettrau Carneiro da Cunha	Praia de Botafogo, nº. 300 - 11º andar, Botafogo, 22250-040, Rio de Janeiro – RJ, Brazil.	Director, Telemar Chairman of the Board of Directors, TNL Director, TmarPart
João de Deus Pinheiro de Macêdo		Executive Officer, Telemar Director, TNL
Eurico de Jesus Teles Neto		Executive Officer and Director, Telemar
Marcos Duarte Santos	Avenida Sernambetiba, 3600, bloco 5, apt. 2103, Barra da Tijuca, Rio de Janeiro, RJ, Brazil.	Director, Telemar
José Augusto da Gama Figueira	Praia de Botafogo, nº. 300 - 11º andar, Botafogo, 22250-040, Rio de Janeiro – RJ, Brazil.	Alternate Director, Telemar Alternate Director, TNL Director, TmarPart
Julio Cesar Fonseca	Rua Jangadeiros, nº. 48, Ipanema, 22420-010, Rio de Janeiro, RJ, Brazil.	Alternate Director, Telemar Executive Officer, TNL

Maxim Medvedovski		Alternate Director, Telemar Executive Officer, TNL
Carlos Eduardo Parente de Oliveira Alves	Rua Timóteo da Costa no. 600, Bloco 1, apt. 701, CEP 22450-130, Brazil.	Alternate Director, Telemar

Directors and Executive Officers of TNL

All of the following persons are citizens of the Federative Republic of Brazil, except Francis James Leahy Meaney, who is a citizen of Ireland and Zeinal Abedin Mahomed Bava, who is a citizen of Portugal.  Unless otherwise noted below, the business address for each of the following persons is Rua Humberto de Campos, 425/8° andar-Leblon, 22430-190 Rio de Janeiro, RJ, Brazil.

Name	Business address	Present principal occupation or employment and the name of any corporation or other organization in which such employment is conducted
Luiz Eduardo Falco Pires Corrêa		Executive Officer and Director, Telemar Chief Executive Officer, TNL
Alex Waldemar Zornig		Executive Officer and Alternate Director, Telemar Executive Officer, TNL
Julio Cesar Fonseca		Alternate Director, Telemar Executive Officer, TNL
Francisco Aurélio Sampaio Santiago		Executive Officer, Telemar Executive Officer, TNL
Maxim Medvedovski		Alternate Director, Telemar Executive Officer, TNL
Francis James Leahy Meaney		Executive Officer, Telemar Executive Officer, TNL
José Mauro Mettrau Carneiro da Cunha	Praia de Botafogo, nº. 300 - 11º andar, Botafogo, 22250-040, Rio de Janeiro – RJ, Brazil.	Chairman of the Board of Directors, TNL Director, TmarPart
José Augusto da Gama Figueira	Praia de Botafogo, nº. 300 - 11º andar, Botafogo, 22250-040, Rio de Janeiro – RJ, Brazil.	Alternate Director, Telemar Alternate Director, TNL Director, TmarPart
Otávio Marques de Azevedo	Rua Doutor Geraldo Campos Moreira nº. 375 - 9º andar, Brooklin Novo, 04571-020, São Paulo/SP, Brazil.	Director, TNL Chairman of the Board of Directors, TmarPart Non Executive Director, Portugal Telecom SGPS, S.A.
Lúcio Otávio Ferreira	Praia de Botafogo, nº. 300 - 4º andar, Botafogo, 22250-040, Rio de Janeiro – RJ, Brazil.	Alternate Director, TNL
Alexandre Jereissati Legey	Rua Angelina Maffei Vita nº. 200 – 9º andar, Jardim Paulistano, 01489-900, São Paulo/SP, Brazil.	Director, TNL Director, TmarPart

Carlos Francisco Ribeiro Jereissati	Rua Angelina Maffei Vita nº. 200 – 9º andar, Jardim Paulistano, 01489-900, São Paulo/SP, Brazil.	Alternate Director, TNL Director, TmarPart
Pedro Jereissati	Rua Angelina Maffei Vita nº. 200 – 9º andar, Jardim Paulistano, 01489-900, São Paulo/SP, Brazil.	Director, TNL Chief Executive Officer and Director, TmarPart Non Executive Director, Portugal Telecom SGPS, S.A.
Cristiano Yazbek Pereira	Avenida Doutor Chucri Zaidan, nº. 920 – 16º andar, Vila Cordeiro, 04583-110, São Paulo - SP, Brazil.	Alternate Director, TNL
Fernando Magalhães Portella	Rua Angelina Maffei Vita nº. 200 – 9º andar, Jardim Paulistano, 01489-900, São Paulo/SP, Brazil.	Director, TNL Director, TmarPart
Carlos Jereissati	Rua Angelina Maffei Vita nº. 200 – 9º andar, Jardim Paulistano, 01489-900, São Paulo/SP, Brazil.	Alternate Director, TNL Alternate Director, TmarPart
Fábio De Oliveira Moser	Avenida República do Chile, nº. 100, 11º andar, Centro, 20031-917, Rio de Janeiro/RJ, Brazil.	Director, TNL
Ricardo Ferraz Torres	Praia de Botafogo, nº. 501 - 4º andar, Botafogo, 22250-040, Rio de Janeiro – RJ, Brazil.	Alternate Director, TNL
Sergio Franklin Quintella	Praia de Botafogo, nº 190, 12º andar, Botafogo, Rio de Janeiro – SPRJ, Brazil.	Director, TNL
Rafael Cardoso Cordeiro	Av. do Contorno, 8123 – Bairro: Cidade Jardim – CEP: 30110-937 – Belo Horizonte–MG, Brazil.	Alternate Director, TNL
Renato Torres de Faria	Av. do Contorno, 8123 – Bairro: Cidade Jardim – CEP: 30110-937 – Belo Horizonte—MG, Brazil.	Director, TNL Director, TmarPart
Ricardo Antônio Mello Castanheira	Av. do Contorno, 8123 – Bairro: Cidade Jardim – CEP: 30110-937 – Belo Horizonte–MG, Brazil.	Alternate Director, TNL
Cláudio Figueiredo Coelho Leal	Av. República do Chile, nº 100, 13º andar, Centro, Rio de Janeiro – RJ, Brazil.	Director, TNL
Laura Bedeschi Rego de Mattos	Av. República do Chile, nº 100, 13º andar, Centro, Rio de Janeiro – RJ, Brazil.	Alternate Director, TNL
Zeinal Abedin Mahomed Bava	Rue Borges de Medeiros, 633, cj 301, Lagoa, Rio de Janeiro/RJ, Brazil.	Director, TNL Director, TmarPart Chief Executive Officer and Deputy Chairman of the Board, Portugal Telecom, SGPS, S.A.
Shakhaf Wine	Rue Borges de Medeiros, 633, cj 301, Lagoa, Rio de Janeiro/RJ, Brazil.	Director, TNL Executive Director, Portugal Telecom SGPS, S.A.
Luis Miguel da Fonseca Pacheco de Melo	Rua Borges de Medeiros, 633, conjunto 301, CEP 22430-041, Rio de Janeiro/RJ, Brazil.	Alternate Director, TNL Chief Financial Officer and Executive Director, Portugal Telecom SGPS, S.A.
Pedro Humberto Monteiro Durão Leitão	Rua Borges de Medeiros, 633, conjunto 301, CEP 22430-041, Rio de Janeiro/RJ, Brazil.	Alternate Director, TNL Executive Director, Portugal Telecom SGPS, S.A.
Carlos Fernando Costa	Rua do Ouvidor, nº 98, 9º andar, Centro, Rio de Janeiro/RJ, Brazil.	Director, TNL
Armando Ramos Tripodi	Avenida República do Chile, nº 65, 23º andar, Centro, Rio de Janeiro/RJ, Brazil.	Alternate Director, TNL
Demósthenes Marques	SCN, quadra 02, bloco A, Edifício Corporate Financial Center, Brasília/DF, Brazil.	Director, TNL
Monica Ferreira Dias	SCN Quadra 02 – Bloco A – 12º. andar – Ed. Corporate Finantial Center – Brasília/DF, Brazil.	Alternate Director, TNL

Directors and Executive Officers of TmarPart

All of the following persons are citizens of the Federative Republic of Brazil, except for Zeinal Abedin Mahomed Bava, who is a citizen of Portugal.

Name	Business address	Present principal occupation or employment and the name of any corporation or other organization in which such employment is conducted
Otávio Marques de Azevedo	Rua Doutor Geraldo Campos Moreira nº. 375 - 9º andar, Brooklin Novo, 04571-020, São Paulo/SP, Brazil.	Director, TNL Chairman of the Board of Directors, TmarPart Non Executive Director, Portugal Telecom SGPS, S.A.
Carlos Francisco Riberio Jereissati	Rua Angelina Maffei Vita nº. 200 – 9º andar, Jardim Paulistano, 01489-900, São Paulo/SP, Brazil.	Alternate Director, TNL Director, TmarPart
Pedro Jereissati	Rua Angelina Maffei Vita nº. 200 – 9º andar, Jardim Paulistano, 01489-900, São Paulo/SP, Brazil.	Director, TNL Chief Executive Officer and Director, TmarPart Non Executive Director, Portugal Telecom SGPS, S.A.
José Augusto da Gama Figueira	Praia de Botafogo, nº. 300 - 11º andar, Botafogo, 22250-040, Rio de Janeiro – RJ, Brazil.	Alternate Director, TNL Director, TmarPart
Odali Dias Cardoso	Av. Borges de Medeiros, 829, Lagoa – Rio de Janeiro/RJ, Brazil.	Director, TmarPart
Zeinal Abedin Mahomed Bava	Rue Borges de Medeiros, 633, cj 301, Lagoa, Rio de Janeiro/RJ, Brazil.	Director, TNL Director, TmarPart Chief Executive Officer and Deputy Chairman of the Board, Portugal Telecom, SGPS, S.A.
Ivan Ribeiro de Oliveira	Alameda da Serra, nº. 400, 5º andar, Vila da Serra, Nova Lima/MG, Brazil.	Alternate Director, TmarPart
Alessandro Golombiewski Teixeira	Esplanada dos Ministérios, Bloco J - 8° andar, sala 800 – Brasília/DF, Brazil.	Director, TmarPart
Alexandre Jeressati Legey	Rua Angelina Maffei Vita nº. 200 – 9º andar, Jardim Paulistano, 01489-900, São Paulo/SP, Brazil.	Director, TNL Director, TmarPart
Carlos Jeressati	Rua Angelina Maffei Vita nº. 200 – 9º andar, Jardim Paulistano, 01489-900, São Paulo/SP, Brazil.	Alternate Director, TNL Alternate Director, TmarPart
José Mauro Mettrau Carneiro da Cunha	Praia de Botafogo, nº. 300 - 11º andar, Botafogo, 22250-040, Rio de Janeiro – RJ, Brazil.	Chairman of the Board of Directors, TNL Director, TmarPart
Armando de Santi Filho	Av. Padre Pereira de Andrade, 545, ap. 92 B, Boacava, São Paulo/SP – Brazil.	Alternate Director, TmarPart
Shakhaf Wine	Rue Borges de Medeiros, 633, cj 301, Lagoa, Rio de Janeiro/RJ, Brazil.	Executive Officer, TmarPart Executive Director, Portugal Telecom, SGPS, S.A.
Celso Fernandez Quintella	Praia de Botafogo, n° 300 - 11° andar, Botafogo, 22250-040, Rio de Janeiro/RJ, Brazil.	Executive Officer, TmarPart
Renato Sobral Pires Chaves	Praia de Botafogo, n° 300 - 11° andar, Botafogo, 22250-040, Rio de Janeiro/RJ, Brazil.	Executive Officer, TmarPart

Maurício Marcellini Pereira	SCN Quadra 02, Bl. 2, 13° andar – Brasília/DF, Brazil.	Director, TmarPart
Luis Carlos Fernandes Afonso	Rua do Ouvidor, 98/9 andar, Centro, Brazil.	Director, TmarPart
Renato Torres de Faria	Av. do Contorno, 8123 – Bairro: Cidade Jardim – CEP: 30110-937 – Belo Horizonte—MG, Brazil.	Director, TNL Director, TmarPart
Paulo Roberto Reckziegel Guedes	Av. do Contorno, 8123 – Bairro: Cidade Jardim – CEP: 30110-937 – Belo Horizonte—MG, Brazil.	Alternate Director, TmarPart
Ricardo Coutinho de Sena	Av. do Contorno, 8123 – Bairro: Cidade Jardim – CEP: 30110-937 – Belo Horizonte—MG, Brazil.	Director, TmarPart
Fernando Magalhães Portella	Rua Angelina Maffei Vita nº. 200 – 9º andar, Jardim Paulistano, 01489-900, São Paulo/SP, Brazil.	Director, TNL Director, TmarPart
Luiz Antônio Rodrigues Elias	Esplanada dos Ministérios, Bloco E - 5° andar, gabinete, sala 500 – CEP: 70067-900, Brazil.	Alternate Director, TmarPart
Roberto Yoshio Miura	SCN, Quadra 02, Bloco “A”, Edificio Corporate Financial Center -- 12° andar – Brasília/DF, Brazil.	Alternate Director, TmarPart
Wilson Santarosa	Av. Republica do Chile n° 65, 23° andar, Centro – Rio de Janeiro/RJ, Brazil.	Alternate Director, TmarPart