BANCO BPI, S.A. (incorporated with limited liability in the Republic of Portugal) EUR 7,000,000,000 Euro Medium Term Note Programme

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1 SUPPLEMENT DATED 5 th JANUARY 2016 TO THE PROSPECTUS DATED 13 th MARCH 2015 BANCO BPI, S.A. (incorporated with limited liability in the Republic of Portugal) EUR 7,000,000,000 Euro Medium Term Note Programme for the issue of Senior Notes, Dated Subordinated Notes, Undated Subordinated Notes and Undated Deeply Subordinated Notes This Supplement (the Supplement) to the Prospectus dated 13 th March, 2015 (the Prospectus) constitutes a supplement to the base prospectus for the purposes of article 13 of Part II of the Luxembourg act dated 10th July, 2005 relating to prospectuses for securities (the Prospectus Act) and is prepared in connection with the EUR7,000,000,000 Euro Medium Term Note Programme (the Programme) for the issue of Senior Notes, Dated Subordinated Notes, Undated Subordinated Notes and Undated Deeply Subordinated Notes established by Banco BPI, S.A. (BPI). Terms defined in the Prospectus have the same meaning when used in this Supplement. This Supplement is supplemental to, and should be read in conjunction with the Prospectus and with the Supplements to the Base Prospectus dated 4 th May 2015, 22 nd May 2015, 31 st July 2015, 7 th October 2015, 30 th October 2015, 19 th November 2015 and 11 th December The purpose of this Supplement is to update the risk factors and the taxation description. BPI accepts responsibility for the information contained in this Supplement. To the best of the knowledge of BPI (who has taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. 1. SUMMARY 1.1. Section D Risks: D.2 Risks Specific to the Issuer The risk factor named The fulfilment of both the current and future capital requirements as set out by the European authorities and by the Bank of Portugal could lead BPI Group to attract additional capital and/or to face adverse consequences, which could be found on page 12 is entirely deleted and replaced by the following: As of 30 th June 2015, as per Banco BPI s 1 st half 2015 Report, Banco BPI had a Common Equity Tier I ratio of 10.5 per cent., calculated according with the CRD IV/CRR rules applicable in The Common Equity Tier I ratio calculated according to the fully-implemented CRD IV/CRR rules (without benefiting from the phasing in provided for in those rules) stood at 9.1 per cent. as of 30 th June 2015, as per Banco BPI s 1st half 2015 Report. The above figures consider: (i) the adhesion to the special scheme applicable to deferred tax assets approved in the Shareholders General Meeting of 17 th October 2014; and (ii) the use of a 100 per cent. risk weighting 1

2 to BFA s exposure (Banco BPI indirect exposure) to the Angolan State and to Banco Nacional de Angola (BNA), expressed in Kwanza, when previously that exposure was given a 0% or 20% weighting, depending on the cases. The implementation of both rules began on the 1 st of January The non-recognition of supervision equivalence in Angola had as another consequence the end of the nonapplication of the large exposures limit which BFA s exposure to the Angolan State and to BNA benefited from, with that limit having been exceeded by circa 3 billion. On a meeting held on 30th September 2015, the Board of Directors of Banco BPI, in order to solve the breach of large exposure limits as disclosed to the market by Banco BPI on its press release dated of December 16th, 2014 (available at and at has approved a Demerger Plan. The Demerger Plan has been adjusted and its final and consolidated version has been approved by the Board of Directors, on 23rd December 2015, and registered at the Commercial Registry on 28th December The aforementioned Project was submitted to Banco BPI s Audit Committee and to an independent Statutory Auditor for their opinions, and it will be submitted for approval at the Shareholders and Bondholder General Meeting to be convened shortly, at the same time as creditors rights to oppose it are assured. Regarding the documentation to be provided to shareholders, for the purposes of the Shareholders General Meeting which shall be convened to resolve on the demerger, and, in addition to the demerger plan referred to in the preceding paragraph, it will be made available a document equivalent to a prospectus for the admission to trading of the shares of the company to be formed following the demerger. As previously disclosed to the market, the Plan envisages the spin off from BPI of the portion of the assets corresponding to the business unit responsible for the management of the shareholdings in African credit institutions, including all the resources that are currently deployed in that activity, so that a new company (hereinafter the New Company) can be incorporated with the business purpose of managing equity interests. Accordingly, by way of this operation, the group of assets to be spun off from Banco BPI shall comprise (i) the shareholdings corresponding to 50.1% of the share capital in Banco de Fomento Angola, S.A. (BFA), to 30% of the share capital in Banco Comercial e de Investimentos, S.A. and to 100% of the share capital in BPI Moçambique Sociedade de Investimento, S.A.; and (ii) the other assets and contractual positions needed for supporting the exercise of the activity of the economic unit to be spun off. It is worth pointing out that there will be no transfer of any liability to the New Company, save for the liabilities arising from the employment contracts with Banco BPI s employees whose legal positions are to be transferred within the context of the present demerger since they are currently deployed, within Banco BPI, at the business unit to be demerged. 2. RISKS FACTORS 2.1. The first fourteen paragraphs of the risk factor named The fulfilment of both the current and future capital requirements as set out by the European authorities and by the Bank of Portugal could lead BPI Group to attract additional capital and/or to face adverse consequences, which could be found from page 26 to page 2

3 30 of the Prospectus, as amended by the Supplement dated 7 th October 2015, are entirely deleted and replaced by the following: As of 30 th June 2015, as per Banco BPI s 1 st half 2015 Report, Banco BPI had a Common Equity Tier I ratio of 10.5 per cent., calculated according with the CRD IV/CRR rules applicable in The Common Equity Tier I ratio calculated according to the fully-implemented CRD IV/CRR rules (without benefiting from the phasing in provided for in those rules) stood at 9.1 per cent. as of 30 th June 2015, as per Banco BPI s 1 st half 2015 Report. The above figures consider: (i) the adhesion to the special scheme applicable to deferred tax assets approved in the Shareholders General Meeting of 17th October 2014; and (ii) the use of a 100 per cent. risk weighting to BFA s exposure (Banco BPI indirect exposure) to the Angolan State and to Banco Nacional de Angola (BNA), expressed in Kwanza, when previously that exposure was given a 0% or 20% weighting, depending on the cases. The implementation of both rules began on the 1 st of January The non-recognition of supervision equivalence in Angola had, as another consequence, the end of the nonapplication of the large exposures limit which BFA s exposure to the Angolan State and to BNA benefited from, with that limit having been exceeded by circa 3 billion. On a meeting held on 30 th September 2015, the Board of Directors of Banco BPI, in order to solve the breach of large exposure limits as disclosed to the market by Banco BPI on its press release dated of December 16 th, 2014 (available at and at has approved a Demerger Plan. The Demerger Plan has been adjusted and its final and consolidated version has been approved by the Board of Directors, on 23 rd December 2015, and registered at the Commercial Registry on 28 th December The aforementioned Project was submitted to Banco BPI s Audit Committee and to an independent Statutory Auditor for their opinions, and it will be submitted for approval at the Shareholders General Meeting convened to 5 th February 2016, at the same time as creditors rights to oppose it are assured. Regarding the documentation to be provided to shareholders, for the purposes of the Shareholders General Meeting which shall be convened to resolve on the demerger, and, in addition to the demerger plan referred to in the preceding paragraph, it will be made available a document equivalent to a prospectus for the admission to trading of the shares of the company to be formed following the demerger. As previously disclosed to the market, the Plan envisages the spin off from BPI of the portion of the assets corresponding to the business unit responsible for the management of the shareholdings in African credit institutions, including all the resources that are currently deployed in that activity, so that a new company (hereinafter the New Company) can be incorporated with the business purpose of managing equity interests. Accordingly, by way of this operation, the group of assets to be spun off from Banco BPI shall comprise (i) the shareholdings corresponding to 50.1% of the share capital in Banco de Fomento Angola, S.A. (BFA), to 30% of the share capital in Banco Comercial e de Investimentos, S.A. and to 100% of the share capital in BPI 3

4 Moçambique Sociedade de Investimento, S.A.; and (ii) the other assets and contractual positions needed for supporting the exercise of the activity of the economic unit to be spun off. It is worth pointing out that there will be no transfer of any liability to the New Company, save for the liabilities arising from the employment contracts with Banco BPI s employees whose legal positions are to be transferred within the context of the present demerger since they are currently deployed, within Banco BPI, at the business unit to be demerged. According to section 7.1 of the Demerger Plan, the execution of projected demerger is subject to the following conditions (facts without whose verification the registration of the demerger shall not be made and, therefore, the demerger shall not come into effect): a) Confirmation by the ECB that the realisation of the proposed demerger will allow to comply with this entity s ruling referred to in Point 6 of the Demerger Plan relating to compliance with the limit on large risks; b) According to Article 35 of the General Regime for Credit Institutions and Financial Companies, approved by Decree-Law no. 298/92 of 31 December, the demerger of credit institutions is subject to prior authorisation of the Bank of Portugal; within this framework, and bearing in mind that the Demerged Company is classified as a credit institution by the General Regime for Credit Institution and Financial Companies, the present demerger operation shall be subject to the condition of the prior granting of authorisation by the Bank of Portugal for its fulfilment; c) On the other hand, and taking into account the nature of the economic unit to be spun off from Banco BPI, which includes a qualified majority shareholding in an Angolan banking financial institution, BFA, the present demerger operation is subject to the prior authorisation (non opposition) from BNA, considering the provisions of Articles 24 and 25 of Law (Angolan) no. 12/2015 of 17 June, which approves the Financial Institutions Base Law; d) In light of the provisions of Article 65 of the Law (Mozambican) no. 15/99 of 1 November, which regulates the establishment and exercise of the activity of credit institutions and financial companies, the materialisation of the proposed demerger is dependent upon the prior authorisation from the Bank of Mozambique, taking into account the equity interest held by Banco BPI in BCI, a Mozambican banking financial institution; e) The admission to trading on the Euronext Lisbon, a regulated market managed by Euronext Lisbon Sociedade Gestora de Mercados Regulamentados, S.A. of the shares representing the share capital of the New Company, is approved or such approval is assured upon the present demerger taking effect, by the competent entities for this purpose (CMVM and Euronext Lisbon); f) Obtaining confirmation from the Tax and Customs Authority (Autoridade Tributária e Aduaneira) that the tax neutrality regime contemplated in articles 73 to 78 of the Corporate Income Tax Code shall apply to the present demerger; g) Obtaining the prior agreement of Unitel, S.A., pursuant to the Shareholder Agreement entered into between this company and Banco BPI, as the sole shareholders of BFA; 4

5 h) Obtaining the prior agreement of Unitel, S.A. for the assignment in favour of the New Company, of Banco BPI s contractual position arising out of the Shareholder Agreement mentioned in the preceding sub-paragraph; i) Confirmation, by Caixa Geral de Depósitos Group (Caixa Geral de Depósitos, S.A. and Parbanca, SGPS, S.A.), that the transfer of the shareholding in BCI held by Banco BPI for purposes of the present demerger does not constitute a transfer subject to pre-emption pursuant to the Shareholder Agreement entered into in July 2006 between these two entities, or, should the Caixa Geral de Depósitos Group regard this as so constituting, it does not exercise this pre-emption right or the right of joint sale also envisaged in that Shareholder Agreement; j) Obtaining the prior agreement of Caixa Geral de Depósitos Group for the assignment, in favour of the New Company of Banco BPI s contractual position arising from the Shareholder Agreement mentioned in the preceding sub-paragraph; k) Obtaining the prior agreement of the Parties (Caixa Geral de Depósitos, S.A., Parbanca, SGPS, S.A., Insitec Investimentos, S.A., Insitec Holding, S.A., SCI Sociedade de Controlo e Gestão de Participações Sociais, SARL, 2KL Gestão de Participações, S.A. and Celso Ismael Correia), for the assignment in favour of the New Company of Banco BPI s contractual position arising from the Preference Agreement entered into on 22 November All the aforementioned authorisation and consent requests have already been sent. In this regard, it s further informed that, by letters dated of October 14 th and 26 th 2015, Unitel, S.A. indicated to Banco BPI that its position was not to give its consent to the transmission, by Banco BPI, of its stake in BFA through the proposed demerger. On its last letter, Unitel S.A. gave notice to Banco BPI that it considered there are several alternatives that could optimize both parties interests and that it was available to analyse and discuss such alternatives. Following this position, the Executive Committee of Banco BPI's Board of Directors undertook several actions, including conversations with Unitel, S.A. and the two largest shareholders of Banco BPI (CaixaBank, S.A. and Santoro Finance Prestação de Serviços, S.A.), with the objective of defining adjustments to the terms of the Demerger and allowing Unitel, S.A. to reconsider its position. These conversations took place in a constructive way but thus far did not allow the definition of adjustments to the terms of the demerger that meet both the abovementioned objective and the aspects of regulatory order that it is necessary to safeguard. In this context, considering that the proposed demerger aims to solve the breach of large exposures limit that the Bank gave notice in a statement to the market in December 16th 2014, Banco BPI Board of Directors resolved, without abstentions and with only one opposing vote from its director, Dr. Mário Silva, to continue the demerger process initiated on September 30 th, registering the Demerger Plan at the Commercial Registry and requesting to the Chairman of the Shareholders General Meeting to summon a meeting of this body to resolve on such demerger plan. 5

6 It is furthermore informed that by letter dated of December 10th, Banco Nacional de Angola gave notice to Banco BPI, among other things, that, considering the existence of a shareholders' agreement between Banco BPI and Unitel, S.A., under which the transfer of shares in BFA held by each party without the other party s agreement is prohibited, it can only analyse an application submitted for the purposes of paragraph c) above after an agreement between BPI and Unitel, S.A. has been reached. Full content of the Simple Demerger Plan has been published in accordance with legal requirements, and can also be consulted, as well as the other documentation referred to in Article 101, ex vi to Article 120, both of the Commercial Companies Code, at Additionally, on 31 December 2015, Unitel, S.A. sent a letter to BPI with a proposal to acquire 10% of BFA s shares by the amount of 140 million and to review the current shareholders agreement. Such proposal remains in force until the end of January Unitel, S.A. also informed in this letter that it will not authorize the above mentioned Simple Demerger The following paragraphs are inserted at the end of the risk factor named Potential impact of the recovery and resolution measures applied by the Bank of Portugal, which could be found from page 31 to page 33 of the Prospectus, as amended by the Supplement dated 7 th October 2015: On 20 December 2015 the sale of the business of Banif Banco Internacional do Funchal, S.A. ( Banif ) and of most of its assets and liabilities to Banco Santander Totta, S.A. ( Banco Santander Totta ) by the amount of 150 million was disclosed. This operation involved an estimated public support of 2,255 million to cover future contingencies, of which 489 million are supported by the Resolution Fund and 1,766 million directly by the Portuguese State, as a result of the definitions of the assets and liabilities to be sold as agreed between the Portuguese authorities, European bodies and Banco Santander Totta. In January 2013 Banif was recapitalised by the Portuguese State in the amount of 1,100 million ( 700 million under the form of special shares and 400 million in hybrid instruments). This recapitalisation plan also included a capital increase by private investors in the amount of 450 million, which was concluded in June Since then, Banif reimbursed the Portuguese State of 275 million of hybrid instruments, but was not able to reimburse a 125 million tranche in December Banif s sale process was previous initiated, but on 19 December the Ministry of Finance informed the Bank of Portugal that such voluntary sale was not feasible and thus the sale would have to be made in the context of a resolution procedure. As referred, Banif was sold to Banco Santander Totta for the amount of 150 million, and accordingly the overall activity of Banif was transferred to Banco Santander Totta, apart from some assets transferred to an asset management vehicle (Naviget) set up in the context of the resolution. Banif will maintain a very limited set of assets that will be wound up in the future, retaining as well the shareholders equity, and subordinated and related parties debt. 6

7 As mentioned at the beginning of this risk factor, the Resolution Fund is ultimately financed by the banking system, and thus the outcome of any disposals to be made by or on behalf of the Resolution Fund will ultimately be borne by the institutions which are required to fund the Resolution Fund, including the Issuer. No details can yet be anticipated on the potential impact which the resolution of Banif, as described above, may have on the Issuer. 3. TAXATION 3.1. Under the heading Republic of Portugal Taxation, which could found from page 143 to page 145 of the Prospectus, the following wording shall be added at the end of the last paragraph of page 143 and at the end of the last paragraph under said heading on page 145 of the Prospectus: The additional surcharge rate will be reduced for the tax year of 2016 according to the taxpayer taxable income, as follows: (i) 0 per cent for taxable income up to 7,070; (ii) 1 per cent for taxable income exceeding 7,070 up to 20,000; (iii) 1.75 per cent for taxable income exceeding 20,000 up to 40,000; (iv) 3 per cent for taxable income exceeding 40,000 up to 80,000 and (v) 3.5 per cent for taxable income above 80,000. For January 1, 2017 onwards, it is foreseen that such additional surcharge will no longer be applicable. Copies of this Supplement can be obtained from the registered office of each BPI and from the specified offices of the Agent and the Paying Agent for the time being in Luxembourg as described on page 162 of the Prospectus. In addition, copies of this Supplement are available for viewing at the Luxembourg Stock Exchange s website ( To the extent that there is any inconsistency between (a) any statement in this Supplement and (b) any other statement in or incorporated by reference in the Prospectus, the statements in (a) above will prevail. Save as disclosed in this Supplement and in any other supplements to the Prospectus there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus since the approval of the last Supplement (i.e. 11 th December 2015). In accordance with Article 13 paragraph 2 of the Luxembourg Law, investors who, before this supplement is published, have already agreed to purchase or subscribe for any Notes to be issued under the Programme, have the right, exercisable within a time limit of two working days after the publication of this supplement, which means 7 th January 2016, to withdraw their acceptances. Dated 5 th January,

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