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Banco Comercial Portugues

Share Issue/Capital Change Jul 30, 2016

1913_iss_2016-07-30_9ac4b01d-31a1-430c-905e-edf4cf013361.pdf

Share Issue/Capital Change

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July 30, 2016 Banco Comercial Português, S.A., announces that it has received an investment proposal from Fosun Industrial Holdings Limited

Banco Comercial Português, S.A. ("BCP") informs that it has received today a letter from Fosun Industrial Holdings Limited ("Fosun"), containing a firm proposal for an investment in the share capital of BCP on the terms and conditions set forth in a Proposal Guidelines of Agreement. Fosun proposes to subscribe to a private placement reserved solely to Fosun, to be resolved by BCP's board pursuant to the approval granted by BCP's shareholders in the general assembly held on 21 April 2016, through which, at current levels, Fosun would hold a shareholding of around 16.7% of the total share capital of BCP (the "Reserved Capital Increase"). Fosun is also considering increasing its stake through secondary market acquisitions or in the context of future capital increases of BCP, with an aim of potentially increasing Fosun's shareholding to 20%-30% of BCP.

Pursuant to proposal received, the execution of Fosun's investment would be subject to the satisfaction of a number of conditions, including:

  • Approval by the banking supervising entity of the acquisition of a qualifying holding by Fosun and completion of meetings and/or discussions with the European Commission
  • Clarification from competent authorities as to no need for a special contribution to and no immediate accounting recognition of potential future contributions to the national Resolution Fund
  • Implementation and registration of the reverse stock split process as approved by the general assembly on 21 April
  • The subscription price in the Reserved Capital Increase not exceeding € 0.02 (with the adjustment resulting from the reverse stock split)
  • Approval by the Board of Directors of a proposal to be submitted to the General Assembly in order to increase to 30% the limit to vote counting provided in the bylaws of BCP

BANCO COMERCIAL PORTUGUÊS, S.A., a public company (sociedade aberta) having its registered office at Praça D. João I, 28, Oporto, registered at the Commercial Registry of Oporto, with the single commercial and tax identification number 501 525 882

and the share capital of EUR 4,094,235,361.88

INVESTOR RELATIONS Rui Coimbra Phone +351 211 131 084 [email protected] [email protected] [email protected]

MEDIA CONTACT Erik T. Burns Phone +351 211 131 242 Mobile +351 917 265 020 [email protected] [email protected]

ANNOUNCEMENT Reuters>bcp.Is Exchange>MCP Bloomberg>bcp pl ISIN PTBCP0AM00007

  • Approval by the Board of Directors, on the date of subscription and settlement of the Reserved Capital Increase, of the co-optation of at least two new members appointed by Fosun to the Board of Directors, who would also be members of the Executive Committee, with the possibility of the Board of Directors co-opting up to a total of at least 5 new members appointed by Fosun to the Board of Directors, in the context of, and in proportion to, the increase in Fosun's shareholding in BCP
  • The absence of any material adverse change situations affecting BCP or the proposed transaction.

Recognizing the potential strategic interest of the proposal made by an international investor with Fosun's profile and with a significant presence in the Portuguese market – characteristics capable of contributing a potential for cooperation and sectoral and geographical development – BCP's Executive Committee decided, in accordance with their fiduciary duties, to swiftly proceed with a careful analysis of the proposal, considering the many positive aspects of the proposed operation, in order to make a decision on opening negotiations and presenting a recommendation to the Board of Directors, as soon as possible.

It is further clarified that the above can not be understood as a guarantee that the proposed transaction will be effected or as meaning that any decision has been taken on it.

End of disclosure Banco Comercial Português, S.A.

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