AGM Statement
Banco Comercial Portugues S.A.
29 January 2003
BANCO COMERCIAL PORTUGUES, S.A.
Public Limited Company
Registered Office: Praca D. Jo(C)ao I, 28 - Oporto
Share Capital: 2.326.714.877 Euros
Registered at the Oporto Registry of Companies under N(o) 40,043
VAT Registration N(o) 501 525 882
CALL NOTICE
I hereby convene shareholders of Banco Comercial Portugues, S.A., to take part
in the Annual General Meeting to be held at 3 p.m. of February 24th next at the
Palacio da Bolsa in the city of Oporto, owing to the lack of available space for
the meeting to be held at the registered office, with the following agenda:
1) To deliberate on the 2002 management report and accounts of Banco
Comercial Portugues and on the consolidated management report and accounts for
the said year;
2) To deliberate on the proposal for the distribution of year end results;
3) To make a general appraisal of the management and auditing of the company
to the extent called for by law;
4) To elect Corporate Boards for the 2003-05 three-year term of office and to
appoint the remuneration and benefits committee;
5) To adopt a resolution on the issue of compulsorily-convertible securities
known as 'Capital BCP 2005' as deliberated by the Board of Directors;
6) To deliberate on the alteration of the articles of association, in
particular on the modification of Articles 6, 7, 9, 9-A, 9-B, 13, 18, 23, 24 and
28-B, the addition of a new article and the consolidation of the new wording,
including the renumbering of articles from Article 8-A on;
7) To deliberate on the acquisition and disposal of treasury shares.
8) To deliberate on the acquisition and disposal of treasury bonds.
The proposals to be submitted to the General Meeting by the board of directors,
the reports legally required to accompany them and other preparatory
information, as well as, as from the date of publication of this notice, the
full wording of the proposal to alter the articles of association, will be at
the disposal of shareholders at the registered office during the time required
by the articles of association and by law.
Participation in the meeting requires shareholders to provide evidence of their
standing as shareholders entitled to vote by the 15th day prior to the date set
for the meeting, this status to be retained up to the time of the meeting and to
be confirmed by the financial institutions at which the shares are registered
under the terms of the law.
Each 1,000 euros of share capital (1,000 shares) shall give entitlement to one
vote, shareholders may be represented and shareholders holding a lesser number
of shares may group together, all other related matters being governed by the
terms and limits of the law and of the articles of association, namely Article
13 thereof.
Proxy letters shall be delivered to the company by 5 p.m. of the penultimate
business day prior to that set for the General Meeting.
In the event of joint ownership of shares only the common representative may
take part in the General Meeting under the terms of the law and of the articles
of association.
Under the terms of Article 13.13 of the articles of association shareholders
entitled to vote may do so by correspondence but only with regard to the
deliberations to be taken under Items 4 and 6 of the agenda and, for the
purpose, they shall: (i) print the ballot paper available for the purpose at the
www.bcp.pt or from the Securities Division at the registered office; (ii)
complete the ballot paper and have the signature witnessed by a Notary, Lawyer
or Solicitor; (iii) enclose the ballot paper in an envelope addressed to the
Chairman of the Board of the General Meeting, which, in turn shall be placed
together with the document evidencing the standing as a shareholder entitled to
vote issued for the purpose by the financial institution where the shares are
registered, in another envelope addressed to the Company Secretary at Rua
Augusta, 84 - 1(o) degrees, 1149-023 Lisbon, Portugal.
The letter addressed to the Company Secretary shall be sent by recorded-delivery
registered letter to be received by the company by 5 p.m. of the penultimate
business day prior to that set for the General Meeting.
Only those votes by correspondence that fully comply with the foregoing rules
shall be deemed valid.
Lisbon, January 21st 2003
Chairman of the Board of the General Meeting
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