BASE PROSPECTUS

Banco Comercial Português, S.A. Incorporated with limited liability under the laws of Portugal

€2,000,000,000 Structured Medium Term Note Programme

Under this €2,000,000,000 Structured Medium Term Note Programme (the “Programme”), Banco Comercial Português, S.A. (“BCP”, the “Bank” or the

“Issuer”) may from time to time issue notes denominated in any currency agreed with the relevant Dealer (as defined below).

This document (this “Base Prospectus”) constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus Directive (as defined below). The terms

and conditions of the Notes (the “Conditions”) will comprise the General Conditions, each Annex specified as applicable in the completed Final Terms and the

completed Final Terms (each as defined below). This Base Prospectus, any supplement to this Base Prospectus (a “Supplement to this Base Prospectus”), any

applicable Annex and the Final Terms for a Series will comprise the “Offering Documents”.

The Issuer may from time to time issue notes in bearer form (“Bearer Notes”) denominated in any currency agreed between the Issuer and the relevant Dealer

(as defined below).

In addition, the Issuer may issue Notes in book entry form (“Book Entry Notes”, and together with the Bearer Notes, the “Notes”) that will be held through

Interbolsa - Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A. (“Interbolsa”), as management entity of the

Portuguese Centralised System of Registration of Securities (“Central de Valores Mobiliários”).

Notes may be issued whose return (whether in respect of any interest payable on such Notes and/or their redemption amount) is linked to one or more indices

(“Index Linked Notes”), one or more shares or depositary receipts (“Equity Linked Notes”), one or more inflation indices (“Inflation Linked Notes”), one or

more fund shares or units (“Fund Linked Notes”), the credit of a specified entity or entities (“Credit Linked Notes”), one or more foreign exchange rates

(“Foreign Exchange (FX) Rate Linked Notes”) or any combination thereof (“Combination Notes”) as more fully described herein. Notes may provide that

settlement will be by way of cash settlement (“Cash Settled Notes”) or physical delivery (“Physically Settled Notes”) as provided in the Final Terms.

The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed €2,000,000,000 (or its equivalent in

other currencies). Notes may be issued on a continuing basis to one or more dealers appointed from time to time by the Issuer (the “Dealers” and each a

“Dealer”). References in this Base Prospectus to the “relevant Dealer” shall, in the case of an issue of Notes being (or intended to be) subscribed by more than

one Dealer, be to all Dealers agreeing to subscribe for such Notes as designated in each specific issue of Notes.

Potential investors should ensure that they understand the nature of the relevant Notes and the extent of their exposure to risks and that they consider

the suitability of the relevant Notes as an investment in the light of their own circumstances and financial condition. An investment in Notes may

involve a high degree of risk and potential investors should be prepared to sustain a total loss of the purchase price of their Notes. For a discussion of

these risks see the “Risk Factors” section on pages 65 to 130 below.

This Base Prospectus has been approved by the Central Bank of Ireland, as competent authority under Directive 2003/71/EC. The Central Bank of Ireland only

approves this Base Prospectus as meeting the requirements imposed under Irish and EU law pursuant to Directive 2003/71/EC.

The Issuer may agree with the relevant Dealer that Notes may be issued in a form not contemplated by the “Terms and Conditions of the Notes” set out herein,

in which event a Supplement to this Base Prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to

such Notes.

The Book Entry Notes will be registered by Interbolsa. Each person shown in the individual securities accounts held with an authorised financial intermediary

institution entitled to hold control accounts with the Central de Valores Mobiliários on behalf of their customers (and includes any depositary banks appointed

by Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream, Luxembourg”) for the purpose of holding accounts on behalf of

Euroclear and/or Clearstream, Luxembourg, respectively) (each an “Affiliated Member”) as having an interest in the Book Entry Notes shall be considered the

holder of the principal amount of Notes recorded. One or more certificates in relation to the Book Entry Notes (each a “Certificate”) will be delivered by the

relevant Affiliated Member of Interbolsa in respect of its registered holding of Notes upon the request by the relevant holder of Book Entry Notes and in

accordance with that Affiliated Member’s procedures and pursuant to article 78 of the Portuguese Securities Code (Código dos Valores Mobiliários). For further

details of clearing and settlement of the Notes issued under the Programme see “Clearing and Settlement” below.

References in this Base Prospectus to “Exempt Notes” are to Notes for which no prospectus is required to be published under the Prospectus Directive. As used

herein, “Issue Terms” means either (i) where the Notes are not Exempt Notes, the applicable Final Terms or (ii) where the Notes are Exempt Notes, the

applicable Pricing Supplement, and references should be construed accordingly.

Amounts payable under the Notes may be calculated by reference to one or more “benchmarks” for the purposes of Regulation (EU) No. 2016/1011 of the

European Parliament and of the Council of 8 June 2016 (the “Benchmarks Regulation”). In this case, a statement will be included in the applicable Final

Terms or Pricing Supplement, as the case may be, as to whether or not the relevant administrator of the “benchmark” is included in ESMA’s register of

administrators under Article 36 of the Benchmarks Regulation.

Arranger and Dealer

Banco Comercial Português, S.A.

The date of this Base Prospectus is 13 February 2019.

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Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin (“Euronext Dublin”)

for the Notes issued under the Programme during the period of twelve months after the date of this Base

Prospectus (i.e. 12 February 2020) to be admitted to its official list (the “Official List”) and to trading on its

regulated market.

This Base Prospectus has been approved by the Central Bank of Ireland (the “Central Bank”), as competent

authority under the Prospectus Directive. “Prospectus Directive” means Directive 2003/71/EC (as amended or

superseded), and includes, for the purposes of this Base Prospectus only, any relevant implementing measure in

a relevant Member State of the European Economic Area. The Central Bank only approves this Base Prospectus

as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive.

Such approval relates only to the Notes which are to be admitted to trading on the regulated market of Euronext

Dublin or other regulated markets for the purposes of Directive 2014/65/EU of the European Parliament and of

the Council of 15 May 2014, as amended (“MiFID II”) or which are to be offered to the public in any Member

State of European Economic Area (the “EEA”).

Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of

Notes and certain other information which is applicable to each Tranche (as defined under “Terms and

Conditions of the Notes”) of Notes will be set out in a final terms document (the “Final Terms”) which will be

filed with the Central Bank and published on the website of Euronext Dublin (www.ise.ie). Copies of the Final

Terms will be available from the specified office set out below of the Portuguese Paying Agent or the Principal

Paying Agent (as defined below).

As at the date of this Base Prospectus short-term and long-term senior obligations of the Issuer are rated,

respectively, “NP” and “Ba3” by Moody’s Investors Service España, S.A. (“Moody’s España”), “B” and “BB”

by S&P Global Ratings Europe Limited (“Standard & Poor’s”), “B” and “BB” by Fitch France – Société par

Actions Simplifiée (“Fitch”) and “R-3” and “BB (high)” by DBRS Ratings GmbH (“DBRS”).

Each of Moody’s España, Standard & Poor’s, Fitch and DBRS is established in the European Union and is

registered under Regulation (EC) No. 1060/2009 of the European Parliament and of the Council of 16

September 2009 on credit rating agencies, as amended (the “CRA Regulation”).

As such Moody’s, Moody’s España, Standard & Poor’s, Fitch and DBRS are included in the list of rating

agencies published by the European Securities and Markets Authority on its website in accordance with the

CRA Regulation.

The Issuer (the “Responsible Person”) accepts responsibility for the information contained in this Base

Prospectus and the Final Terms for each Tranche of Notes issued under the Programme. To the best of the

knowledge of the Responsible Person (having taken all reasonable care to ensure that such is the case) the

information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely

to affect the import of such information.

This Base Prospectus is to be read in conjunction with all documents which are incorporated herein by reference

(see “Documents Incorporated by Reference”). This Base Prospectus shall be read and construed on the basis

that such documents are incorporated and form part of this Base Prospectus.

The Dealer(s) have not independently verified the information contained herein. Accordingly, no representation,

warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the

Dealer(s) as to the accuracy or completeness of the information contained or incorporated in this Base

Prospectus or any other information provided by the Issuer in connection with the Programme. No Dealer

accepts any liability in relation to the information contained or incorporated by reference in this Base Prospectus

or any other information provided by the Issuer in connection with the Programme.

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No person is or has been authorised by the Issuer to give any information or to make any representation not

contained in or not consistent with (a) this Base Prospectus or (b) any other information supplied in connection

with the Programme or the Notes and, if given or made, such information or representation must not be relied

upon as having been authorised by the Issuer or any of the Dealer(s).

Neither this Base Prospectus nor any other information supplied in connection with the Programme or any Notes

(a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a

recommendation by the Issuer or any of the Dealer(s) that any recipient of this Base Prospectus or any other

information supplied in connection with the Programme or any Notes should purchase any Notes. Each investor

contemplating purchasing any Notes should make its own independent investigation of the financial condition

and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this Base Prospectus nor any

other information supplied in connection with the Programme or the issue of any Notes constitutes an offer or

invitation by or on behalf of the Issuer or any of the Dealer(s) to any person to subscribe for or to purchase any

Notes.

Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any

circumstances imply that the information contained herein concerning the Issuer is correct at any time

subsequent to the date hereof or that any other information supplied in connection with the Programme is correct

as of any time subsequent to the date indicated in the document containing the same. The Dealer(s) expressly do

not undertake to review the financial condition or affairs of the Issuer during the life of the Programme or to

advise any investor in the Notes of any information coming to their attention.

MIFID II PRODUCT GOVERNANCE / TARGET MARKET

The Final Terms in respect of any Non-Exempt offers of Notes (or Pricing Supplement, in the case of Exempt

Notes) will include a legend entitled “MiFID II Product Governance” which will outline the target market

assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person

subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the

target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own

target market assessment in respect of the Notes (by either adopting or refining the target market assessment)

and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the MiFID II product

governance rules under Commission Delegated Directive (EU) 2017/593 of 7 April 2016 (the “MiFID Product

Governance Rules”), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes but,

otherwise, neither the Arranger nor the Dealers nor any of their respective affiliates is deemed to be a

manufacturer for the purpose of the MiFID II Product Governance Rules.

IMPORTANT – EEA RETAIL INVESTORS

If the Final Terms in respect of any Non-Exempt offers of Notes (or Pricing Supplement, in respect of Exempt

Notes) includes a legend entitled “Prohibition of Sales to EEA Retail Investors”, the Notes are not intended to

be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to

any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a

retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of

Directive 2002/92/EC of the European Parliament and of the Council of 9 December 2002, (“as amended or

superseded, the “Insurance Mediation Directive”), where that customer would not qualify as a professional

client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Article

2(1)(e) of the Prospectus Directive. Consequently, where such restriction applies, no key information document

required by Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November

2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them

available to retail investors in the EEA has been prepared or will be available and therefore offering or selling

the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the

PRIIPs Regulation.

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IMPORTANT INFORMATION RELATING TO NON-EXEMPT OFFERS OF NOTES

Restrictions on Non-exempt offers of Notes in relevant Member States

Certain Tranches of Notes with a denomination of less than €100,000 (or its equivalent in any other currency)

may be offered in circumstances where there is no exemption from the obligation under the Prospectus Directive

to publish a prospectus. Any such offer is referred to as a “Non-exempt Offer”. This Base Prospectus has been

prepared on a basis that permits Non-exempt Offers of Notes in each Member State in relation to which the

Issuer has given its consent as specified in the applicable Final Terms (each specified Member State a “Non-

exempt Offer Jurisdiction” and together the “Non-Exempt Offer Jurisdictions”). Any person making or

intending to make a Non-exempt Offer of Notes on the basis of this Base Prospectus must do so only with the

Issuer’s consent to the use of this Base Prospectus as provided under “Consent given in accordance with Article

3.2 of the Prospectus Directive” and provided such person complies with the conditions attached to that consent.

Save as provided above, neither the Issuer nor any Dealer have authorised, nor do they authorise, the making of

any Non-exempt Offer of Notes in circumstances in which an obligation arises for the Issuer or any Dealer to

publish or supplement a prospectus for such offer.

Consent given in accordance with Article 3.2 of the Prospectus Directive

In the context of a Non-exempt Offer of such Notes, the Issuer accepts responsibility, in each of the Non-exempt

Offer Jurisdictions, for the content of this Base Prospectus in relation to any person (an “Investor”) who

purchases any Notes in a Non-exempt Offer made by a Dealer or an Authorised Offeror (as defined below),

where that offer is made during the Offer Period specified in the applicable Final Terms and provided that the

conditions attached to the giving of consent for the use of this Base Prospectus are complied with. The consent

and conditions attached to it are set out under “Consent” and “Conditions to Consent” below.

Neither the Issuer or any Dealer makes any representation as to the compliance by an Authorised Offeror with

any applicable conduct of business rules or other applicable regulatory or securities law requirements in relation

to any Non-exempt Offer and neither the Issuer or any Dealer has any responsibility or liability for the actions of

that Authorised Offeror.

Except in the circumstances set out in the following paragraphs, the Issuer has not authorised the making

of any Non-exempt Offer by any offeror and the Issuer has not consented to the use of this Base

Prospectus by any other person in connection with any Non-exempt Offer of Notes. Any Non-exempt

Offer made without the consent of the Issuer is unauthorised and neither the Issuer nor, for the avoidance

of doubt, any Dealer accepts any responsibility or liability in relation to such offer or for the actions of the

persons making any such unauthorised offer.

If, in the context of a Non-exempt Offer, an Investor is offered Notes by a person who is not an Authorised

Offeror, the Investor should check with that person whether anyone is responsible for this Base Prospectus for

the purposes of the relevant Non-exempt Offer and, if so, who that person is. If the Investor is in any doubt

about whether it can rely on this Base Prospectus and/or who is responsible for its contents it should take legal

advice.

Consent

In connection with each Tranche of Notes and subject to the conditions set out below under “Common

Conditions to Consent”:

Specific Consent

(a) the Issuer consents to the use of this Base Prospectus (as supplemented as at the relevant time, if

applicable) in connection with a Non-exempt Offer of such Notes by:

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(i) the relevant Dealer(s) or Manager(s) stated in the applicable Final Terms;

(ii) any financial intermediaries specified in the applicable Final Terms; and

(iii) any other financial intermediary appointed after the date of the applicable Final Terms and

whose name is published on the Issuer’s website (www.millenniumbcp.pt) and identified as an

Authorised Offeror in respect of the relevant Non-exempt Offer.

General Consent

(b) if (and only if) Part B of the applicable Final Terms specifies “General Consent” as “Applicable”, the

relevant Issuer hereby offers to grant its consent to the use of this Base Prospectus (as supplemented as

at the relevant time, if applicable) in connection with a Public Offer of Notes by any financial

intermediary which satisfies the following conditions:

(i) it is authorised to make such offers under the Financial Services and Markets Act 2000, as

amended, or other applicable legislation implementing the Markets in Financial Instruments

Directive (Directive 2014/65/EU); and

(ii) it accepts the Issuer’s offer to grant consent to the use of this Base Prospectus by publishing

on its website the following statement (with the information in square brackets completed with

the relevant information) (the “Acceptance Statement”):

“We, [insert legal name of financial intermediary], refer to the offer of [insert title of

relevant Notes] (the “Notes”) described in the Final Terms dated [insert date] (the “Final

Terms”) published by Banco Comercial Português, S.A. (the “Issuer”). In consideration

of the Issuer offering to grant its consent to our use of the Base Prospectus (as defined in

the Final Terms) in connection with the offer of the Notes in [specify Member State(s)]

during the Offer Period and subject to the other conditions to such consent, each as

specified in the Base Prospectus, we hereby accept the offer by the Issuer in accordance

with the Authorised Offeror Terms (as specified in the Base Prospectus) and confirm

that we are using the Base Prospectus accordingly.”

The “Authorised Offeror Terms”, being the terms to which the relevant financial intermediary agrees in

connection with using this Base Prospectus, are that the relevant financial intermediary:

(A) will, and it agrees, represents, warrants and undertakes for the benefit of the relevant Issuer and the

relevant Dealer that it will, at all times in connection with the relevant Public Offer:

(I) act in accordance with, and be solely responsible for complying with, all applicable laws,

rules, regulations and guidance of any applicable regulatory bodies (the “Rules”), from time

to time including, without limitation and in each case, Rules relating to both the

appropriateness or suitability of any investment in the Notes by any person and disclosure to

any potential Investor;

(II) comply with the restrictions set out under “Subscription and Sale and Transfer Restrictions”

in this Base Prospectus which would apply as if it were a Dealer;

(III) consider the relevant manufacturer’s target market assessment and distribution channels

identified under the “MiFID II Product Governance” legend set out in the applicable Final

Terms;

(IV) ensure that any fee (and any other commissions or benefits of any kind) or rebate received or

paid by that financial intermediary in relation to the offer or sale of the Notes does not violate

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the Rules and, to the extent required by the Rules, is fully and clearly disclosed to Investors or

potential Investors;

(V) hold all licences, consents, approvals and permissions required in connection with solicitation

of interest in, or offers or sales of, the Notes under the Rules;

(VI) comply with applicable anti-money laundering, anti-bribery, anti-corruption and know your

client Rules (including, without limitation, taking appropriate steps, in compliance with such

Rules, to establish and document the identity of each potential Investor prior to initial

investment in any Notes by the Investor), and will not permit any application for Notes in

circumstances where the financial intermediary has any suspicions as to the source of the

application monies;

(VII) retain Investor identification records for at least the minimum period required under applicable

Rules, and shall, if so requested and to the extent permitted by the Rules, make such records

available to the relevant Dealer, the Issuer or directly to the appropriate authorities with

jurisdiction over the Issuer and/or the relevant Dealer in order to enable the Issuer and/or the

relevant Dealer to comply with anti-money laundering, anti bribery, anti-corruption and know

your client Rules applying to the Issuer and/or the relevant Dealer, as the case may be;

(VIII) ensure that it does not, directly or indirectly, cause the Issuer or the relevant Dealer to breach

any Rule or subject the Issuer or the relevant Dealer to any requirement to obtain or make any

filing, authorisation or consent in any jurisdiction;

(IX) immediately inform the Issuer and the relevant Dealer if at any time it becomes aware or

suspects that it is or may be in violation of any Rules and take all appropriate steps to remedy

such violation and comply with such Rules in all respects;

(X) comply with the conditions to the consent referred to under “Common Conditions to Consent”

below and any further requirements or other Authorised Offeror Terms relevant to the Public

Offer as specified in the applicable Final Terms;

(XI) make available to each potential Investor in the Notes this Base Prospectus (as supplemented

as at the relevant time, if applicable), the applicable Final Terms and any applicable

information booklet provided by the Issuer for such purpose, and not convey or publish any

information that is not contained in or entirely consistent with this Base Prospectus and the

applicable Final Terms;

(XII) if it conveys or publishes any communication (other than this Base Prospectus or any other

materials provided to such financial intermediary by or on behalf of the Issuer for the purposes

of the relevant Public Offer) in connection with the relevant Public Offer, it will ensure that

such communication (A) is fair, clear and not misleading and complies with the Rules, (B)

states that such financial intermediary has provided such communication independently of the

Issuer, that such financial intermediary is solely responsible for such communication and that

none of the Issuer and the relevant Dealer accepts any responsibility for such communication

and (C) does not, without the prior written consent of the Issuer or the relevant Dealer (as

applicable), use the legal or publicity names of the Issuer or the relevant Dealer or any other

name, brand or logo registered by an entity within its respective groups or any material over

which any such entity retains a proprietary interest, except to describe the Issuer as issuer of

the relevant Notes on the basis set out in this Base Prospectus;

(XIII) ensure that no holder of Notes or potential Investor in Notes shall become an indirect or direct

client of the Issuer or the relevant Dealer for the purposes of any applicable Rules from time

to time, and to the extent that any client obligations are created by the relevant financial

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intermediary under any applicable Rules, then such financial intermediary shall perform any

such obligations so arising;

(XIV) co-operate with the Issuer and the relevant Dealer in providing such information (including,

without limitation, documents and records maintained pursuant to paragraph (VII) above) and

such further assistance as is reasonably requested upon written request from the Issuer or the

relevant Dealer. For this purpose, relevant information is information that is available to or

can be acquired by the relevant financial intermediary:

(i) in connection with any request or investigation by the Central Bank or any other

regulator in relation to the Notes, the Issuer or the relevant Dealer; and/or

(ii) in connection with any complaints received by the Issuer and/or the relevant Dealer

relating to the Issuer and/or the relevant Dealer or another Authorised Offeror

including, without limitation, complaints as defined in rules published by the Central

Bank and/or any other regulator of competent jurisdiction from time to time; and/or

(iii) which the Issuer or the relevant Dealer may reasonably require from time to time in

relation to the Notes and/or so as to allow the Issuer or the relevant Dealer fully to

comply with its own legal, tax and regulatory requirements,

in each case, as soon as is reasonably practicable and, in any event, within any time frame set

by any such regulator or regulatory process;

(XIV) during the period of the initial offering of the Notes: (i) only sell the Notes at the Issue Price

specified in the applicable Final Terms (unless otherwise agreed with the relevant Dealer); (ii)

only sell the Notes for settlement on the Issue Date specified in the applicable Final Terms;

(iii) not appoint any sub-distributors (unless otherwise agreed with the relevant Dealer); (iv)

not pay any fee or remuneration or commissions or benefits to any third parties in relation to

the offering or sale of the Notes (unless otherwise agreed with the relevant Dealer); and (v)

comply with such other rules of conduct as may be reasonably required and specified by the

relevant Dealer; and

(XV) either (i) obtain from each potential Investor an executed application for the Notes, or (ii) keep

a record of all requests the relevant financial intermediary (x) makes for its discretionary

management clients, (y) receives from its advisory clients and (z) receives from its execution-

only clients, in each case prior to making any order for the Notes on their behalf, and in each

case maintain the same on its files for so long as is required by any applicable Rules;

(B) agrees and undertakes to indemnify each of the relevant Issuer and the relevant Dealer (in each case on

behalf of such entity and its respective directors, officers, employees, agents, affiliates and controlling

persons (each a “Relevant Party”)) against any losses, liabilities, costs, claims, charges, expenses,

actions or demands (including reasonable costs of investigation and any defence raised thereto and

counsel’s fees and disbursements associated with any such investigation or defence) which any of them

may incur or which may be made against any of them arising out of or in relation to, or in connection

with, any breach of any of the foregoing agreements, representations, warranties or undertakings by

such financial intermediary, including (without limitation) any unauthorised action by such financial

intermediary or failure by such financial intermediary to observe any of the above restrictions or

requirements or the making by such financial intermediary of any unauthorised representation or the

giving or use by it of any information which has not been authorised for such purposes by the Issuer or

the relevant Dealer. Neither the Issuer or any Dealer shall have any duty or obligation, whether as

fiduciary or trustee for any Relevant Party or otherwise, to recover any such payment or to account to

any other person for any amounts paid to it under this provision; and

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(C) agrees and accepts that:

(I) the contract between the Issuer and the relevant financial intermediary formed upon

acceptance by the relevant financial intermediary of the Issuer’s offer to use the Base

Prospectus with its consent in connection with the relevant Public Offer (the “Authorised

Offeror Contract”), and any non contractual obligations arising out of or in connection with

the Authorised Offeror Contract, shall be governed by, and construed in accordance with,

English law;

(II) subject to paragraph (IV) below, the English courts have exclusive jurisdiction to settle any

dispute arising out of or in connection with the Authorised Offeror Contract (including any

dispute relating to any non-contractual obligations arising out of or in connection with the

Authorised Offeror Contract) (a “Dispute”) and the Issuer and the financial intermediary

submit to the exclusive jurisdiction of the English courts;

(III) for the purposes of paragraphs (II) and (IV) herein, the Issuer and the financial intermediary

waives any objection to the English courts on the grounds that they are an inconvenient or

inappropriate forum to settle any dispute;

(IV) to the extent allowed by law, the Issuer and each relevant Dealer may, in respect of any

Dispute or Disputes, take (i) proceedings in any other court with jurisdiction; and (ii)

concurrent proceedings in any number of jurisdictions; and

(V) each relevant Dealer will, pursuant to the Contracts (Rights of Third Parties) Act 1999, be

entitled to enforce those provisions of the Authorised Offeror Contract which are, or are

expressed to be, for their benefit, including the agreements, representations, warranties,

undertakings and indemnity given by the financial intermediary pursuant to the Authorised

Offeror Terms.

The financial intermediaries referred to in paragraphs (a)(ii), (a)(iii) and (b) above are together the “Authorised

Offerors” and each an “Authorised Offeror”.

Any Authorised Offeror falling within paragraph (b) above who meets the conditions set out in paragraph (b)

and the other conditions stated in “Common Conditions to Consent” below and who wishes to use this Base

Prospectus in connection with a Public Offer is required, for the duration of the relevant Offer Period, to publish

on its website the Acceptance Statement.

Common Conditions to Consent

The conditions to the Issuer’s consent to the use of this Base Prospectus in the context of the relevant Non-

exempt Offer are (in addition to the conditions described in paragraph (a) above if Part B of the applicable Final

Terms specifies “General Consent” as “Applicable”) that such consent:

(i) is only valid during the Offer Period specified in the applicable Final Terms; and

(ii) only extends (as at the date of this Base Prospectus) to the use of this Base Prospectus to make Non-

exempt Offers of the relevant Tranche of Notes in Ireland, Portugal and the United Kingdom under the

Programme, as specified in the applicable Final Terms.

The consent referred to above relates to Offer Periods (if any) occurring within 12 months from the date of this

Base Prospectus.

As of the date of this Base Prospectus, the only relevant Member State which may, in respect of any Tranche of

Notes, be specified in the applicable Final Terms (if any relevant Member States are so specified) as indicated in

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(ii) above, will be Ireland, Portugal and the United Kingdom and accordingly each Tranche of Notes may only

be offered to Investors as part of a Non-exempt Offer in Ireland, Portugal and the United Kingdom as specified

in the applicable Final Terms, or otherwise in circumstances in which no obligation arises for the Issuer or any

Dealer to publish or supplement a prospectus for such offer.

ARRANGEMENTS BETWEEN INVESTORS AND AUTHORISED OFFERORS

AN INVESTOR INTENDING TO PURCHASE OR PURCHASING ANY NOTES IN A NON-EXEMPT

OFFER FROM AN AUTHORISED OFFEROR WILL DO SO AND OFFERS AND SALES OF SUCH

NOTES TO AN INVESTOR BY SUCH AUTHORISED OFFEROR WILL BE MADE, IN

ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE OFFER IN PLACE BETWEEN

SUCH AUTHORISED OFFEROR AND SUCH INVESTOR INCLUDING ARRANGEMENTS IN

RELATION TO PRICE, ALLOCATIONS, EXPENSES AND SETTLEMENT. THE ISSUER WILL

NOT BE A PARTY TO ANY SUCH ARRANGEMENTS WITH SUCH INVESTORS IN CONNECTION

WITH THE NON-EXEMPT OFFER OR SALE OF THE NOTES CONCERNED AND,

ACCORDINGLY, THIS BASE PROSPECTUS AND ANY FINAL TERMS WILL NOT CONTAIN

SUCH INFORMATION. THE RELEVANT INFORMATION WILL BE PROVIDED BY THE

AUTHORISED OFFEROR AT THE TIME OF SUCH OFFER. NEITHER THE ISSUER OR, FOR

THE AVOIDANCE OF DOUBT, ANY DEALER HAS ANY RESPONSIBILITY OR LIABILITY TO

AN INVESTOR IN RESPECT OF THE INFORMATION DESCRIBED ABOVE.

Non-Exempt Offers: Issue Price and Offer Price

Notes to be offered pursuant to a Non-Exempt Offer will be issued by the Issuer at the Issue Price specified in

the applicable Final Terms. The Issue Price will be determined by the Issuer in consultation with the relevant

Dealer at the time of the relevant Non-Exempt Offer and will depend, amongst other things, on prevailing

market conditions at that time. The offer price at which the Authorised Offeror will offer such Notes to the

Investor will be the Issue Price or (where agreed with the relevant Dealer) such other price as may be agreed

between an Investor and the Authorised Offeror making the offer of the Notes to such Investor. The Issuer will

not be party to arrangements between an Investor and an Authorised Offeror, and the Investor will need to look

to the relevant Authorised Offeror to confirm the price at which such Authorised Offeror is offering the Notes to

such Investor.

IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS AND

OFFERS OF NOTES GENERALLY

This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any

jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The

distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain

jurisdictions. The Issuer and the Dealer(s) do not represent that this Base Prospectus may be lawfully

distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other

requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any

responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the

Issuer or the Dealer(s) which is intended to permit a public offering of any Notes or distribution of this Base

Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered

or sold, directly or indirectly, and neither the Offering Documents nor any advertisement or other offering

material may be distributed or published in any jurisdiction, except under circumstances that will result in

compliance with any applicable laws and regulations. Persons into whose possession the Offering Documents or

any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of the

Offering Documents and the offering and sale of Notes. In particular, there are restrictions on the distribution of

the Offering Documents and the offer or sale of Notes in, without limitation, Japan, the United States and the

EEA (including, without limitation, Portugal) (see “Subscription and Sale and Transfer and Selling

Restrictions”).

10

Neither the Issuer nor the Dealer(s) makes any representation to any investor in the Notes regarding the legality

of its investments under any applicable laws. Any investor in the Notes should be able to bear the economic risk

of an investment in the Notes for an indefinite period of time.

The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must

determine the suitability of that investment in light of its own circumstances. In particular, each potential

investor may wish to consider, either on its own or with the help of its financial and other professional advisors,

whether it:

(a) has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and

risks of investing in the Notes and the information contained or incorporated by reference in this Base

Prospectus or any applicable Supplement to this Base Prospectus and all the information contained in

the Final Terms;

(b) has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular

financial situation, an investment in the Notes and the impact the Notes will have on its overall

investment portfolio;

(c) has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,

including Notes with principal or interest payable in one or more currencies, or where the specified

currency for principal or interest payments of the Notes is different from the potential investor’s

currency;

(d) understands thoroughly the terms of the Notes and be familiar with the behaviour of any relevant

indices and financial markets;

(e) in respect of Notes linked to the performance of, without limitation, one or more, or a combination of,

underlying shares or depositary receipts, indices, rates of interest, other rates, foreign exchange rates,

funds, inflation indices and/or entities (together, “Reference Items” and each, an “Reference Item”)

(in respect of such Notes, together, “Reference Item Linked Notes” and each an “Reference Item

Linked Note”), understands thoroughly (if necessary, in consultation with the investor’s own legal,

tax, accountancy, regulatory, investment or other professional advisers) the nature of each such

Reference Item Linked Note; and

(f) is able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,

interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

None of the Issuer, Dealers or any affiliate of the Issuer has given, and will not give, to any potential investor in

Notes (either directly or indirectly) any assurance, advice, recommendation or guarantee as to the merits,

performance or suitability of such Notes, and the investor should be aware that the Issuer is acting as an arm’s-

length contractual counterparty and not as an advisor or fiduciary.

In making an investment decision, investors must rely on their own examination of the Issuer and the terms of

the Notes being offered, including the merits and risks involved.

Notes issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated, such rating will

be disclosed in the Final Terms and will not necessarily be the same as the rating assigned to the Programme by

the relevant rating agency. A security rating is not a recommendation to buy, sell or hold securities and may be

subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

Legal investment considerations may restrict certain investments. The investment activities of certain Investors

are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each

potential Investor should consult its legal advisers to determine whether and to what extent (1) are legal

investments for it, (2) Notes can be used as collateral for various types of borrowing and (3) other restrictions

11

apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisers or the

appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based capital or

similar rules.

The Notes have not and will not be registered under the United States Securities Act of 1933, as amended, (the

“Securities Act”) or the securities laws of any state or other jurisdiction of the United States and are subject to

U.S. tax law requirements. Notes may not be offered, sold, pledged, assigned, delivered or otherwise transferred,

exercised or redeemed, at any time, within the United States or to, or for the account or benefit of, U.S. persons

(see Subscription and Sale and Transfer Restrictions below).

All references in this Base Prospectus to (i) “U.S. dollars”, “USD”, “U.S.$”, “$” and “U.S. cent” refer to the

currency of the United States of America, (ii) “Sterling” and “£” refer to the currency of the United Kingdom,

and (iii) “Euro”, “EUR” and “€” refer to the currency introduced at the start of the third stage of European

economic and monetary union pursuant to the Treaty on the Functioning of the European Union amended from

time to time.

This Base Prospectus is drawn up in the English language. In case there is any discrepancy between the English

text and the Portuguese text, the English text stands approved for the purposes of approval under the Prospectus

(Directive 2003/71/EC) Regulations 2005.

No website referred to in this Base Prospectus forms part of this Base Prospectus.

In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the

Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in the Final Terms

may over-allot Notes or effect transactions with a view to supporting the market price of the Notes of the

Series (as defined below) of which such Tranche forms part at a level higher than that which might

otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action may begin

on or after the date on which adequate public disclosure of the final terms of the offer of the relevant

Tranche of Notes is made and, if begun, may cease at any time, but it must end no later than the earlier of

30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of

the relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the

Stabilisation Manager(s) (or person(s) acting on behalf of any Stabilisation Manager(s)) in accordance

with all applicable laws and rules.

12

TABLE OF CONTENTS

SUMMARY ......................................................................................................................................................... 13

RISK FACTORS .................................................................................................................................................. 66

DOCUMENTS INCORPORATED BY REFERENCE ..................................................................................... 131

TERMS AND CONDITIONS OF THE NOTES ............................................................................................... 134

Annex 1 Additional Terms and Conditions for Payouts ....................................................................... 171

Annex 2 Additional Terms and Conditions for Index Linked Notes .................................................... 206

Annex 3 Additional Terms and Conditions for Equity Linked Notes .................................................. 221

Annex 4 Additional Terms and Conditions for Inflation Linked Notes ............................................... 240

Annex 5 Additional Terms and Conditions for Fund Linked Notes ..................................................... 246

Annex 6 Additional Terms and Conditions for Foreign Exchange (FX) Rate Linked Notes ............... 264

Annex 7 Additional Terms and Conditions for Credit Linked Notes ................................................... 277

FORM OF NOTES ............................................................................................................................................. 345

FORM OF FINAL TERMS ................................................................................................................................ 348

FORM OF PRICING SUPPLEMENT ............................................................................................................... 415

USE OF PROCEEDS ......................................................................................................................................... 476

DESCRIPTION OF BANCO COMERCIAL PORTUGUÊS, S.A. ................................................................... 477

CAPITAL ADEQUACY AND SOLVENCY RATIOS ..................................................................................... 524

TAXATION ....................................................................................................................................................... 525

CLEARING AND SETTLEMENT .................................................................................................................... 536

SUBSCRIPTION AND SALE AND TRANSFER AND SELLING RESTRICTIONS .................................... 538

GENERAL INFORMATION ............................................................................................................................. 542

SUMMARY

13

SUMMARY

Summaries are made up of disclosure requirements known as “Elements”. These Elements are numbered in Sections A

– E (A.1 – E.7). This Summary contains all the Elements required to be included in a summary for the Notes and the

Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the

Elements. Even though an Element may be required to be inserted in a summary because of the type of securities and

issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of

the Element should be included in the summary explaining why it is not applicable.

Section A– Introduction and warnings

Element

A.1 This summary should be read as an introduction to the Base Prospectus and the Final Terms.

Any decision to invest in any Notes should be based on a consideration of the Base Prospectus as a whole,

including any documents incorporated by reference, and the Final Terms.

Where a claim relating to information contained in the Base Prospectus and the Final Terms is brought

before a court in a Member State of the European Economic Area, the plaintiff may, under the national

legislation of the Member State where the claim is brought, be required to bear the costs of translating

the Base Prospectus and the Final Terms before the legal proceedings are initiated.

Civil liability attaches to the Issuer in any such Member State solely on the basis of this summary,

including any translation of it, but only if the summary is misleading, inaccurate or inconsistent when

read together with the other parts of the Base Prospectus and the Final Terms or, following the

implementation of the relevant provisions of Directive 2010/73/EU in the relevant Member State, it does

not provide, when read together with the other parts of the Base Prospectus and the Final Terms, key

information in order to aid investors when considering whether to invest in the Notes.

A.2 Certain Tranches of Notes with a denomination of less than €100,000 (or its equivalent in any other currency)

may be offered in circumstances where there is no exemption from the obligation under Directive 2003/71/EC

(as amended) (the “Prospectus Directive”) to publish a prospectus. Any such offer is referred to as a “Non-

exempt Offer”. (Delete this paragraph when preparing an issue specific summary)

Issue specific summary:

[Not Applicable – the Notes are not being offered to the public as part of a Non-exempt Offer.]

[Consent: Subject to the conditions set out below, the Issuer consents to the use of the Base Prospectus in

connection with a Non-exempt Offer of Notes by the [Manager/Dealer(s)][, [names of specific financial

intermediaries listed in final terms,] [and] [each financial intermediary whose name is published on the Issuer’s

website [(www.millenniumbcp.pt) and identified as an Authorised Offeror in respect of the relevant Non-

exempt Offer.][and any financial intermediary which is authorised to make such offers under [the Financial

Services and Markets Act 2000, as amended, or other] applicable legislation implementing the Markets in

Financial Instruments Directive (Directive 2014/65/EU) and publishes on its website the following statement

(with the information in square brackets being duly completed):

“We, [insert legal name of financial intermediary], refer to the offer of [insert title of relevant Notes] (the

“Notes”) described in the Final Terms dated [insert date] (the “Final Terms”) published by [ ] (the

“Issuer”). In consideration of the Issuer offering to grant its consent to our use of the Base Prospectus (as

defined in the Final Terms) in connection with the offer of the Notes in [specify Member State(s)] during

the Offer Period and subject to the other conditions to such consent, each as specified in the Base

Prospectus, we hereby accept the offer by the Issuer in accordance with the Authorised Offeror Terms (as

specified in the Base Prospectus) and confirm that we are using the Base Prospectus accordingly.”]

Offer period: The Issuer’s consent referred to above is given for Non-exempt Offers of Notes during [offer

http://www./

SUMMARY

14

period for the issue to be specified here] (the “Offer Period”).

Conditions to consent: The conditions to the Issuer’s consent are that such consent (a) is only valid during the

Offer Period; and (b) only extends to the use of the Base Prospectus to make Non-exempt Offers of the relevant

Tranche of Notes in [specify each relevant Member State in which the particular Tranche of Notes can be

offered].

AN INVESTOR INTENDING TO PURCHASE OR PURCHASING ANY NOTES IN A NON-EXEMPT

OFFER FROM AN AUTHORISED OFFEROR WILL DO SO, AND OFFERS AND SALES OF SUCH

NOTES TO AN INVESTOR BY SUCH AUTHORISED OFFEROR WILL BE MADE, IN

ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE OFFER IN PLACE BETWEEN

SUCH AUTHORISED OFFEROR AND SUCH INVESTOR INCLUDING ARRANGEMENTS IN

RELATION TO PRICE, ALLOCATIONS, EXPENSES AND SETTLEMENT. THE RELEVANT

INFORMATION WILL BE PROVIDED BY THE AUTHORISED OFFEROR AT THE TIME OF

SUCH OFFER.]

Section B – Issuer

Element Title

B.1 Legal and

commercial name

of the Issuer:

Banco Comercial Português, S.A. ("BCP", the “Bank” or the "Issuer")

B.2 Domicile/ legal

form/ legislation/

country of

incorporation:

BCP is a limited liability company incorporated and domiciled in Portugal under the

Portuguese Companies Code and Decree-Law No. 298/92 of 31 December (Regime

Geral das Instituições de Crédito e Sociedades Financeiras) (as amended from time to

time, the "Banking Law").

B.4b Trend information: Despite the acceleration of the economic recovery in Portugal, the stabilisation of the

banking industry and the decrease in public and private indebtedness, Portuguese

banks continued to operate in a challenging environment in the first nine months of

2018. Banks are operating within a context of very low interest rates, thus exercising

pressure on the net interest income. Moreover, Portuguese banks still have a

significant number of non-interest bearing assets in their balance sheets. In addition,

the context is marked by fast technological evolution and, pursuant to the Payment

Services Directive 2 ("PSD2"), by the competition from new players in the market

(Fintechs). There are also new regulatory requirements, namely, as a result of the

adoption of IFRS9 as of January 2018.

Banco de Portugal's forecasts for the Portuguese economy in the 2017-2020 time

frame point towards the recovery of economic activity at a quicker pace than in the

last few years and close to the expected GDP growth for the Euro Area. GDP is

expected to have grown, on average, 2.3% in 2018, 1.9% in 2019 and 1.7% in 2020,

after having grown 2.8% in 2017. It is expected that the contribution provided by

investment and net exports will increase its importance in GDP’s growth between

2017 and 2020. According to the data disclosed by INE (Portuguese Statistics

Institute), the public deficit stood at 0.9% of the GDP in 2017 (excluding the effect of

the recapitalisation of Caixa Geral de Depósitos), the lowest ever since Portugal joined

the Euro Area.

The four rating agencies that rate the Portuguese Republic upgraded their ratings (two

in 2017 and two in 2018). At the end of October 2018, four rating agencies assign an

investment grade rating to the Portuguese Republic, which translated, together with

the improvement of the market's perception of the Portuguese Republic, into the sharp

SUMMARY

15

Element Title

decrease in sovereign risk premiums and bank premiums.

In accordance with Banco de Portugal, Portuguese banks resort to the ECB in the

amount of EUR 19.0 billion at the end of September 2018. There figures are consistent

with the downwards trend in place since the second half of 2013. These figures show

an improvement in the liquidity position of the domestic banks which has benefited

from the resilient performance of deposits, namely from individuals (+2.8% year-on-

year at August 2018, with demand deposits up 13.5% and term deposits down 2.7%,

also year-on-year).

Moreover, the deleveraging of the Portuguese financial sector continues and the total

loans to individuals increased 0.4% and loans to companies decreased 0.6%, year-on-

year, respectively, in August 2018. The loans-to-deposits ratio of the banking sector in

Portugal stood at 92.5% at the end of March 2018 versus 128% at the end of 2012 and

158% at the end of 2010.

The loans granted by BCP continued to decrease but reflects two different dynamics:

NPE portfolio decreased by EUR 1.8 billion in September 2018, year-on-year, and the

performing portfolio increased by EUR 2.2 billion (in Portugal: NPE portfolio

decreased by EUR 1.6 billion and performing portfolio increased by EUR 1.3 billion).

At the same time, deposits also continued to grow: +6.1% year-on-year, in Portugal, in

September 2018. As BCP has excess liquidity (loans-to- deposits ratio stood at 89% in

September 2018), it decided to reduce its use of funding from the ECB to EUR 3.1

billion in September 2018. In the next quarters, these trends will remain in place with

the Bank now focused on growing volumes but with the performing portfolio growth

being compensated by the NPE reduction. As a result loans-to-deposits ratio will

remain below 100% and ECB funding will remain below EUR 4 billion.

At the end of September 2018, BCP was the largest Portuguese privately-owned bank,

with a robust asset structure, a phased-in CET1 ratio of 11.8%, above regulatory

requirements (SREP) and a loans-to-deposits ratio of 89%.

The low level of interest rates is contributing to decrease the spread on term deposits

of the Portuguese banks, a trend which continued, albeit at a slower pace, in the first

nine months of 2018, more than offsetting the lower spreads in credit.

The rates of the term deposits reached, by the end of September 2018, values under 20

basis points, and the portfolio's average rate should converge to these levels over the

course of next year.

The price effect on the net interest income should continue to be globally positive,

translating the improvement of the net interest income on operations with customers

(differential between the loans average rate and the average rate at which the banks

remunerate the deposits). Notwithstanding, the continued reduction in the loans

granted (volume effect) will probably continue to drag net interest income.

The profitability of the Portuguese banks is expected to continue to be conditioned by

the prospects of continuation of a low short term interest rates environment. Several

institutions should continue to apply restructuring plans, to increase operating

efficiency and the adjustment of business models, which translates into the decrease in

the number of branches and employees and in the release of capital allocated to non-

core activities. Profitability in the banking industry is still affected by a high NPE

stock.

SUMMARY

16

Element Title

BCP Group has a relevant exposure to Poland where there are risks due to legislative

amendments that impact on the Polish financial system. A proposal has been presented

to solve the issue of the conversion of loans in Swiss francs in Poland, and it received

the support from the central bank and the supervisor. This plan entails a quarterly

contribution of up to 0.5% (up to 2% annually) on the mortgage loans in a foreign

currency into a new restructuring fund for a long period of time. The objective is to

promote the conversion of the loans into zloty. At the end of 2017, the Polish

supervisor defined additional requirements for banks with mortgage loans portfolio in

foreign currencies (based on the weight of the total foreign currency mortgage loans

portfolio and based on the weight of 2007-2008 vintages in the total foreign currency

mortgage loans portfolio). It is worth mentioning that Bank Millennium is reducing its

foreign currency mortgage loans portfolio on average 10% per year and that currently

it represents only 53% of the total mortgage loans portfolio and 28% of the total loans

portfolio.

There are still some risks related to the economic environment experienced by some

African countries, with potential impact on the Group namely Angola and

Mozambique, whose economic activity is decelerating, with high inflation and faced a

significant depreciation of their currencies in 2017. In Mozambique the situation

should improve once an agreement with the International Monetary Fund is reached.

There is great focus on the management of the stock of problematic assets and

respective coverage levels by LLRs. BCP has recently presented a new Strategic Plan

(Mobilizing Millennium: 2021 Ambitions and Strategic Plan) which comprehends a

new target of NPEs reduction: 60% reduction of NPE stock, reaching approximately

EUR 3 billion.

It is not yet possible to determine what will be the final impact of the resolution of

Banco Espírito Santo (“BES”) on BCP, as an institution participating in the resolution

fund created by Decree-Law no. 31-A/2012, of 10 February (the “Resolution Fund”).

On 28 March, 2018, Novo Banco announced the results for the year 2017, which

resulted in the activation of the contingent capitalisation mechanism established in the

agreements entered into in connection with the sale of Novo Banco. According to the

calculation made on the referred date, the amount paid to Novo Banco in 2018 by the

Resolution Fund amounts to EUR 792 million. This payment results from the

agreements concluded in March 2017. The payments to be made by the Resolution

Fund, if the conditions set out in the contingent capitalisation mechanism provided for

in the Novo Banco's sale agreement are met, are subject to a maximum limit of EUR

3,890 million.

Directive no. 2014/59/EU - the Bank Recovery and Resolution Directive (“BRRD”)

foresees a joint resolution regime in the EU enabling the authorities to cope with the

insolvency of bank institutions. The shareholders and creditors will have to internalise

an important part of the costs associated with the insolvency of a bank, minimising

taxpayers' costs.

To prevent bank institutions from structuring their liabilities in a way which may

compromise the efficiency of the bail-in or of other resolution tools and to avoid the

contagion risk or a bank run, the BRRD establishes that the institutions must comply

with a minimum requirement for own funds and eligible liabilities (“MREL”).

The Bank has been notified by the Banco de Portugal on the Single Resolution Board's

SUMMARY

17

Element Title

decision regarding the minimum requirement for MREL for the resolution group

headed by the Bank, at a sub-consolidated level, which includes the operations based

in Portugal, Switzerland and Cayman, and excludes the operations based in

Mozambique and Poland (the "Resolution Group").

The MREL requirement has been set at 14.46% of the total liabilities and own funds of

the Resolution Group, based on the data of 30 June 2017 (with the prudential

requirements as of 1 January 2017), which is equivalent to 26.61% of its RWA.

Moreover, the Bank has been informed that the MREL requirement needs to be met by

1 July 2022.

This is fully aligned with the Bank's expectations and generally consistent with the

funding projections already included in the Bank's strategic Plan for the period 2018-

2021, which underpins the medium term performance targets disclosed to the market

with the results announcement for the first nine months of 2018. Nevertheless, it must

be noted that the MREL requirement may be adjusted in the future by the competent

authorities, to reflect their assessment of the underlying risks, business evolution or

changes in the profile of the Bank's assets and liabilities.

IFRS 9's impacts on BCP are estimated to be on the fully loaded CET1 ratio of 34

basis points and on the phased-in ratio of 36 basis points (25 basis points if considered

the transitory period) and a 3 percentage points rise in NPE impairment coverage from

IFRS 9 on a fully implemented base.

This assessment is the best expectation of the impact of adopting the standard on this

date. The current impact of the adoption of IFRS 9 through 1 January 2018 may

change as:

The regulators' interpretation, or market practice in respect of concepts and

methods and their application in the context of this recently adopted standard,

may evolve;

Additionally, the Group's implementation of the processes and procedures

required by IFRS 9 is still in early stages and may therefore also evolve to reflect

insights acquired from experience.

B.5 Description of the

Group:

BCP is the ultimate parent company of the group (BCP and its subsidiaries together

constitute the "Group").

B.9 Profit forecast or

estimate:

Not Applicable – No profit forecasts or estimates have been made in the Base

Prospectus.

B.10 Audit report

qualifications:

Not Applicable – No qualifications are contained in any audit report included in the

Base Prospectus.

B.12 Selected historical key financial information:

The tables below set out summary information extracted from BCP’s audited financial statements for each of

the two years ended 31 December 2016 and 31 December 2017 and from BCP’s unaudited financial statements

for the nine-month period ended 30 September 2018 (including comparative data), respectively:

Consolidated Income Statement for the years ended at 31 December 2017 and 2016

2017

2016

SUMMARY

18

Element Title

(Thousands of Euros)

Net interest income 1,391,275

1,230,126

Total operating income 2,101,708

2,022,460

Operating net income before provisions and impairments 1,147,527

1,242,464

Net operating income / (loss) 222,715

(355,528)

Net income / (loss) before income taxes 318,491

(281,280)

Income after income taxes from continuing operations 288,332

100,587

Income arising from discontinued or discontinuing

operations 1,225

45,228

Net income for the year attributable to Bank’s

Shareholders 186,391

23,938

Net income for the year 289,557

145,815

Consolidated Balance Sheet as at 31 December 2017 and 2016

2017 2016

(Thousands of Euros)

Total assets 71,939,450

71,264,811

Total liabilities 64,759,714

65,999,630

Total equity attributable to Bank’s Shareholders 6,080,815

4,382,116

Total equity 7,179,736

5,265,181

Total liabilities and equity 71,939,450

71,264,811

Consolidated Income Statement

for the nine months period ended 30 September 2018 and 30 September 2017

30 September

2018

30 September

2017

(Thousands of Euros)

Net interest income 1,052,805

1,023,202

Total operating income 1,535,450

1,536,048

SUMMARY

19

Element Title

Operating net income before provisions and

impairments 781,225

841,451

Net operations income 349,874

212,948

Net income before income taxes 448,997

271,198

Net income after income taxes from continuing

operations 339,492

208,087

Income arising from discontinued or discontinuing

operations 1,750

1,250

Net income for the period attributable to Bank’s

Shareholders 257,469

133,309

Net income for the period 341,242

209,337

Consolidated Balance Sheet

for the nine months period ended 30 September 2018 and 30 September 2017

30 September 2018 30 September

2017

(Thousands of Euros)

Total assets 73,744,606

72,989,731

Total liabilities 66,799,954

65,931,683

Total equity attributable to Bank’s Shareholders 5,808,616

6,051,879

Total equity 6,944,652

7,058,048

Total liabilities and equity 73,744,606

72,989,731

Statements of no significant or material adverse change

Except for the issue of perpetual subordinated notes intended to be qualified as Additional Tier 1, there has

been no significant change in the financial or trading position of the Group since 30 September 2018. There

has been no material adverse change in the prospects of BCP or the Group since the date of the last audited

annual accounts, 31 December 2017.

B.13 Events impacting

the Issuer's

solvency:

There are no recent events particular to BCP which are to a material extent relevant to

the evaluation of its solvency.

B.14 Dependence upon

other group

entities:

BCP is, directly or indirectly, the ultimate holding company of all the companies in

the Group and is not dependent upon other entities within the Group. However, being

the ultimate holding company of the Group the activities developed by the other

members of the Group have an impact on BCP.

Please also refer to Element B.5.

B.15 Principal activities: The Group is engaged in a wide variety of banking and related financial services

SUMMARY

20

Element Title

activities, including investment banking, asset management and insurance, in Portugal

and internationally.

BCP's operations are primarily in retail banking, but it also offers a complete range of

additional financial services.

B.16 Controlling

shareholders:

BCP is not aware of any shareholder or group of connected shareholders who directly

or indirectly control the BCP.

B.17 Credit ratings: The Programme has not been rated.

Notes issued under the Programme may be rated or unrated by either of the rating

agencies referred to above. Where a Tranche of Notes is rated, such rating will not

necessarily be the same as the rating assigned to the Programme by the relevant rating

agency.

Issue-specific summary:

[The Notes [have been/are expected to be] rated [specify rating(s) of Tranche being

issued] by [specify rating agent(s)].

A security rating is not a recommendation to buy, sell or hold securities and may be

subject to suspension, reduction or withdrawal at any time by the assigning rating

agency.]

[Not Applicable - No specific ratings have been assigned to the debt securities at the

request of or with the co-operation of the Issuer in the rating process.]

B.18 Description of the

Guarantee:

The Notes are not guaranteed.

Section C – Securities

Element Title

C.1 Description of

Notes/ISIN:

The Notes described in this section are debt securities with a denomination of less than

€100,000 (or its equivalent in any other currency).

The Notes to be issued under the Programme may be Fixed Rate Notes, Floating Rate Notes,

Specified Interest Amount Notes, Index Linked Notes, Equity Linked Notes, Inflation

Linked Notes, Fund Linked Notes, Credit Linked Notes, Foreign Exchange (FX) Rate

Linked Notes, Zero Coupon Notes, Partly Paid Notes or a combination of the

foregoing.(Delete this paragraph when preparing an issue specific summary)

Issue specific summary:

[Title of Notes: [specify]

Series Number: [specify]

Tranche Number: [specify]

ISIN Code: [specify]

Common Code: [specify]]

[The Notes will be consolidated and form a single series with [identify earlier Tranches] on

[the Issue Date/exchange of the Temporary Global Note for interests in the Permanent

Global Note, which is expected to occur on or about [date]]

C.2 Currency: Subject to compliance with all applicable laws, regulations and directives, Notes may be

issued in any currency agreed between the Issuer and the relevant Dealer at the time of

issue. Payments made in respect of Notes may, subject to compliance as aforesaid, be made

in and/or linked to, any currency or currencies other than the currency in which such Notes

SUMMARY

21

Element Title

are denominated.(Delete this paragraph when preparing an issue specific summary.)

Issue specific summary:

[The specified currency of this Series of Notes is [specify] [for the purpose of the Specified

Denomination and calculations and, as Settlement Exchange Rate provisions apply, [specify]

for the purpose of [certain][redemption] payments [of interest][only][(and, accordingly,

[all][certain such] amounts calculated under the Notes in [specify] shall be converted to

[specify] by reference to the prevailing [specify]/[specify] exchange rate)].]

C.5 Restrictions on

transferability:

Not Applicable - There are no restrictions on the free transferability of the Notes. However,

selling restrictions apply to offers, sales or transfers of the Notes under the applicable laws

in various jurisdictions. A purchaser of the Notes is required to make certain agreements and

representations as a condition to purchasing the Notes.

C.8 Rights

attached to the

Notes,

including

ranking and

limitations on

those rights:

Status of the Notes

The Notes and the relative coupons and receipts are direct, unconditional, unsecured and

unsubordinated obligations of the Issuer and rank pari passu, among themselves and with all

present and future unsecured and unsubordinated obligations of the Issuer, save for those

that have been accorded by law preferential rights.

Negative pledge

The Notes do not have the benefit of a negative pledge.

Events of default

The terms of the Notes will contain, amongst others, the following events of default:

(a) a default is made for a period of 14 days or more in the payment of any

principal or interest due in respect of the Notes or any of them after the due date

thereofor; or

(b) the Issuer fails to perform or observe any of its other obligations in respect of

the Notes or (in the case of book entry notes) the Instrument and ((in the case of

Notes other than book entry notes) except where such default is not capable of

remedy where no such continuation or notice as is hereinafter referred to will be

required) such failure continues for the period of 30 days (or (in the case of

Notes other than book entry notes) such longer period) after notice has been

given to the Issuer requiring the same to be remedied; or

(c) the repayment of any indebtedness owing by the Issuer is accelerated by reason

of default and such acceleration has not been rescinded or annulled, or the

Issuer defaults (after whichever is the longer of any originally applicable period

of grace and 14 days after the due date) in any payment of any indebtedness or

in the honouring of any guarantee or indemnity in respect of any indebtedness

provided that no such event referred to in this sub paragraph (iii) shall constitute

an Event of Default unless the indebtedness whether alone or when aggregated

with other indebtedness relating to all (if any) other such events which shall

have occurred shall exceed USD 25,000,000 (or its equivalent in any other

currency or currencies) or, if greater, an amount equal to 1% of the Issuer's

Shareholders’ Funds (as defined below); or

(d) any order shall be made by any competent court or an effective resolution

passed for the winding-up or dissolution of the Issuer (other than for the

purpose of an amalgamation, merger or reconstruction previously approved by

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Element Title

an Extraordinary Resolution of the Noteholders); or

(e) the Issuer shall cease to carry on the whole or substantially the whole of its

business (other than for the purpose of an amalgamation, merger or

reconstruction previously approved by an Extraordinary Resolution of the

Noteholders); or

(f) the Issuer shall stop payment or shall be unable to, or shall admit inability to,

pay its debts as they fall due, or shall be adjudicated or found bankrupt or

insolvent by a court of competent jurisdiction or shall make a conveyance or

assignment for the benefit of, or shall enter into any composition or other

arrangement with, its creditors generally; or

(g) a receiver, trustee or other similar official shall be appointed in relation to the

Issuer or in relation to the whole or a substantial part of its assets or a temporary

manager of the Issuer is appointed by the Bank of Portugal or an encumbrancer

shall take possession of the whole or a substantial part of the assets of the

Issuer, or a distress or execution or other process shall be levied or enforced

upon or sued out against the whole or a substantial part of the assets of the

Issuer and in any of the foregoing cases it or he shall not be discharged within

60 days; or

(h) the Issuer sells, transfers, lends or otherwise disposes of the whole or a

substantial part of its undertaking or assets (including shareholdings in its

subsidiaries or associated companies) and such disposal is substantial in relation

to the assets of the Issuer and its subsidiaries as a whole, other than selling,

transferring, lending or otherwise disposing on an arm’s length basis then,

(A) in respect of Notes other than book entry notes, the holder of any note

may give written notice to the Issuer at the specified office of the

Principal Paying Agent that the Notes are, and they shall accordingly

become, immediately due and repayable at their Early Redemption

Amount (as described in C.9 below) together with accrued interest; and

(B) in respect of book entry notes, any Holder of book entry notes may give

notice to the Issuer and to the Portuguese paying agent at their respective

specified offices, effective upon the date of receipt thereof by the

Portuguese paying agent, that the book entry notes held by such Holder of

book entry notes are, and they shall accordingly become, immediately due

and repayable at their Early Redemption Amount (as described in C.9

below) together with accrued interest).

As used above, "Issuer's Shareholders' Funds" means, at any relevant time, a sum equal to

the aggregate of the Issuer's shareholders' equity as certified by the Directors of the Issuer by

reference to the latest audited consolidated financial statements of the Issuer.

C.9 Payment

Features:

Issue specific summary:

[Issue Price: [specify] per cent. of the aggregate nominal amount/[specify] per Note]

Issue Date: [specify]

Calculation Amount: [specify]

Maturity Date: [specify]

Early Redemption Amount: [specify] [the amortised face amount][the fair market value of

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Element Title

the Notes less associated costs]

[The Notes bear interest [from their date of issue/from [specify]] at the fixed rate of [specify]

per cent. per annum. The yield of the Notes is [specify] per cent. Interest will be paid

[annually](insert other period) in arrear on [and [specify]][specify] in each year. The first

interest payment will be made on [specify].

[The Notes bear interest [from their date of issue/from [specify]] at floating rates calculated

by reference to [specify reference rate for Notes being issued] [plus/minus] a margin of

[specify] per cent. Interest will be paid [monthly][quarterly] in arrear on [specify] (insert

further dates if required) and [specify] [in each year], subject to adjustment for non-business

days. The first interest payment will be made on [specify].

[The Notes bear interest in the amount[s] so specified, payable on [specify]]

[The Notes do not bear any interest [and will be offered and sold at a discount to their

nominal amount].]

[[The/each] rate of interest is determined on the basis set out in Element C.10 (Derivative

component in the interest payments)]

Final Redemption

Subject to any prior purchase and cancellation or early redemption, each Note will be

redeemed on the [Maturity Date specified in Element C.16 ("Expiration or maturity date of

the Notes") below][specify] at [par/[specify] per cent. of the nominal amount/[specify][an

amount determined in accordance with the methodology set out below] (Complete following

provisions on the same basis as followed in completing the Final Terms on the basis of the

Payout Conditions, e.g. completing terms and using suffixes or adding a table where

appropriate)].

"Redemption (i)"

FR Value

"Redemption (ii)" - "Call"

(Insert the following if no cap or floor is applicable)

Constant Percentage + (Leverage * (FR Value – Strike Percentage)) * RI FX Rate

(Insert the following if a floor is applicable)

Constant Percentage + (Leverage * Max [Call Floor Percentage; Additional Leverage * (FR

Value – Strike Percentage)]) * RI FX Rate

(Insert the following if a cap is applicable)

Constant Percentage + (Leverage * Min [Call Cap Percentage; Additional Leverage * (FR Value

– Strike Percentage)]) * RI FX Rate

(Insert the following if a cap and a floor are applicable)

Constant Percentage + (Leverage * Min [Call Cap Percentage; Max [Call Floor Percentage; Call

Leverage * (FR Value – Strike Percentage) + Call Spread Percentage]]) * RI FX Rate

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Element Title

"Redemption (iii)" - "Put"

(Insert the following if no cap or floor is applicable)

Constant Percentage + (Leverage * (Strike Percentage – FR Value)) * RI FX Rate

(Insert the following if a floor is applicable)

Constant Percentage + (Leverage ∗ Max [Put Floor Percentage; Additional Leverage ∗ (Strike Percentage

– FR Value)]) ∗ RI FX Rate

(Insert the following if a cap is applicable)

Constant Percentage + (Leverage ∗ Min [Put Cap Percentage; Additional Leverage ∗

(Strike Percentage – FR Value)]) ∗ RI FX Rate

(Insert the following if a cap and a floor are applicable)

Constant Percentage + (Leverage * Min [Put Cap Percentage; Max [Put Floor Percentage;

Put Strike Percentage – Put Leverage * (Strike Percentage – FR Value)]]) * RI FX Rate

"Redemption (iv)"

Call Constant Percentage + (Leverage * (Min [Call Cap Percentage; Max [Call Floor Percentage;

Call Leverage * FR Value + Call Strike Percentage]])) * RI FX Rate + (Additional Leverage *

(Min [Put Cap Percentage; Max [Put Floor Percentage; Put Strike Percentage – Put Leverage *

FR Value]])) * RI FX Rate

"Redemption (v)" - "Multiplier"

Constant Percentage 1 + (Constant Percentage 2 + Multiplier Number * Constant Percentage 3) *

FR Value

"Redemption (vi)" - "Digital"

(A) If the Final Redemption Condition is satisfied in respect of a [ST Redemption

Valuation Date][ST Redemption Valuation Period]:

[Constant Percentage 1][select and insert the Final Payout Formula from any one

of "Redemption (i)" to "Redemption (v) - Multiplier" (inclusive)][no Final

Redemption Amount will be payable and Physical Delivery will apply]; or

Otherwise:

(B) [Constant Percentage 2][select and insert the Final Payout Formula from any one

of "Redemption (i)" to "Redemption (v) - Multiplier" (inclusive); for the avoidance

of doubt the selected Final Payout Formula for this paragraph (B) may be different

from the Final Payout Formula for paragraph (A)][no Final Redemption Amount

will be payable and Physical Delivery will appl