Banco Comercial Portugues

M&A Activity • Oct 7, 2016

BANCO BPI, S.A.

Publicly held company Head Office: Rua Tenente Valadim, no. 284, Porto, Portugal Share capital: € 1 293 063 324.98 Registered in Oporto C.R.C. and corporate body no. 501 214 534

ANNOUNCEMENT

Banco BPI, SA advises that Unitel, SA (Unitel) has given its agreement to the operation relating to Banco de Fomento Angola, SA (BFA) which was proposed in the letter disclosed to the market on 20 September. In this respect, the two parties signed:

• The contract for the purchase and sale of BFA shares corresponding to 2% of its share capital, which operation will result in Banco BPI's and Unitel's holdings in BFA's share capital henceforth standing at, respectively, 48.1% and 51.9%;
• The new shareholder agreement relating to BFA.

The purchase and sale contract provides that the transfer to Unitel of the 2% shareholding in BFA is dependent upon the fulfilment of the following suspensive conditions:

• Banco Nacional de Angola (BNA) authorisation with regard to the increase in the qualified shareholding already held by Unitel in BFA, the authorisation of the capital operations required for the payment to Banco BPI, and the related transfer to Portugal of the agreed price of 28 million euro;
• BNA's authorisation for the alteration to BFA's statutes; and
• Approval of the operation by Banco BPI's General Meeting.

The new shareholder agreement shall come into effect on the date on which the transfer to Unitel of the 2% shareholding in BFA, which is the object of the abovementioned operation, is effected, without prejudice to the immediate entry into force of certain rules concerning the composition of BFA's governing bodies.

Porto, 7 October, 2016

Banco BPI, S.A.