Result of Meeting

Banco Comercial Portugues S.A. 28 February 2003 NOT TO BE DISTRIBUTED IN AUSTRALIA, CANADA, FRANCE, JAPAN, SOUTH AFRICA OR THE UNITED STATES OF AMERICA Banco Comercial Portugues, S.A. Public company ('Sociedade Aberta') Head Office: Praca D. Joao I, 28, 4000-434 Porto Share Capital : 2,326,714,877 euros Registered with the Commercial Registry of OPorto under nr. 40,043 Collective entity nr. 501.525.882 Notice to Shareholders 1. The shareholders of Banco Comercial Portugues, S.A. are hereby advised that, in accordance with resolutions approved at a meeting of the Board of Directors held on February 24, 2003 and restated at a meeting of the new members of that Board held on February 25, 2003, in accordance with article 7 of the By-laws of the Bank (respectively, subject to and according to the new wording for this article approved by the General Meeting of Shareholders on February 24, 2003 and filed for registration with the Commercial Registry on February 25, 2003), the increase of its share capital, through the issuance of 930,685,950 new ordinary registered shares in book-entry form, with a nominal value of Euro 1 per share, offered for subscription by the shareholders at a subscription price of Euro 1 per share, pursuant to transferable subscription rights granted to them under the Portuguese law, has been approved. Holders of subscription rights will be entitled to subscribe for a number of ordinary shares determined by multiplying the number of subscription rights they hold by the factor 0.4, equivalent to 2 new ordinary shares for each 5 existing ordinary shares. Any fractions fraction of shares so arising will be rounded down to the nearest whole ordinary share. Holders of subscription rights are, in addition, entitled to subscribe for an additional number of ordinary shares at the subscription price in the event that any new ordinary shares are not subscribed for pursuant to the exercise of the proportional rights. The further ordinary shares available will be allocated to holders of rights who have applied for additional shares in proportion to the total number of proportional rights exercised. Any fraction of shares so arising will be rounded down to the nearest whole ordinary share. Any ordinary shares remaining unsubscribed after the exercise of proportional and oversubscription rights can be subscribed for by institutional investors that have placed their orders during the subscription period, in accordance with the conditions described in the prospectus. In case of incomplete subscription, the share capital increase will be reduced to the ordinary shares effectively subscribed for, pursuant to article 457 of the Companies Code ('Codigo das Sociedades Comerciais') and to article 161 of the Securities Code (Codigo do Mercado de Valores Mobiliarios'). 2. The rights may be exercised during the offering period, which is expected to be from 8:30 a.m (Lisbon time) on March 14, 2003, until 3:00 p.m. on March 31, 2003. The ordinary shares will trade on and after March 11, 2003 without subscription rights. Holders electing not to exercise their rights, in whole or in part, may transfer such rights. Rights will be transferable on the official market of Euronext Lisbon during the period from the first day of the subscription period until the fourth business day before the end of the subscription period, i.e., from March 14, 2003 to March 25, 2003. These dates are still subject to confirmation and any change to the expected timetable will be announced. 3. Subscription orders may be placed at any branch of Banco Comercial Portugues, S.A., or through authorized financial intermediaries. 4. Payment for ordinary shares subscribed for will be made in cash and in its entirety at the time of subscription. 5. Holders of ordinary shares are informed, that, as further detailed in the prospectus: a. the ordinary shares to be issued will not entitle their holders to receive the dividends payable in respect of the financial year ended December 31, 2002, approved at the General Meeting of Shareholders on February 24, 2003; b. apart from other institutional investors that may participate in the subscription, BCP has entered into an underwriting agreement with Merrill Lynch International and UBS AG, acting through its business group UBS Warburg, under which these two institutions have agreed, subject to certain conditions summarized in the prospectus, to subscribe for the ordinary shares not subscribed for pursuant to the exercise of the subscription rights, for their account and/or in the name and for the account of other institutional investors, which subscription is to be formalized and to produce effects on the last day of the subscription period. Holders of ordinary shares should note that this public offering is subject to registration with the Portuguese Securities Exchange Commission ('Comissao do Mercado de Valores Mobiliarios'). In accordance with the more detailed information to be included in the prospectus, the Rights Offering is subject to the Portuguese Securities Code, and is addressed to persons to whom it may lawfully be made. In particular, the rights and the ordinary shares to be issued upon exercise of the rights, have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold within the United States, and US Persons may not exercise rights, except pursuant to an exemption from the registration requirements under that Act, and applicable laws. Lisbon, February 26, 2003 Banco Comercial Portugues, S.A. For further information: Miguel Duarte Banco Comercial Portuegues Tel: +35 121 321 1081 Toby Moore Citigate Dewe Rogerson Tel: +44 20 7638 9571 The contents of this notice, which have been prepared by and are the sole responsibility of Banco Comercial Portugues, S.A. ('BCP'), have been approved by Merrill Lynch International and UBS AG, acting through its business group UBS Warburg, solely for the purposes of Section 21(2)(b) of the Financial Services and Markets Act 2000 of England. This notice does not constitute an offer of, or the solicitation of an offer to subscribe for or buy, any of the ordinary shares to be issued or sold in connection with the Rights Offering. Offers should only be made on the basis of information contained in the prospectus to be issued in due course in connection with the Rights Offering and any supplements thereto. The prospectus will contain detailed information about BCP and its management, as well as financial statements. The offer of the ordinary shares in certain jurisdictions may be restricted by law and therefore potential investors should inform themselves about and observe any such restrictions. This notice does not contain or constitute an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the 'U.S. Securities Act'), and may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act. This notice and the information contained herein is not for release, publication or distribution in or into the United States, Canada, Australia, France, Japan or South Africa. This information is provided by RNS The company news service from the London Stock Exchange
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