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 8 th FEBRUARY 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, 11 th December 2015 and 5 th January The purpose of this Supplement is (i) to incorporate by reference BPI earnings release with its unaudited consolidated results for the year of 2015 and (ii) to update the risk factors. 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 Element B.9 ( Profit Forecast ) of the Summary of the Prospectus, which could be found on page 5, has been entirely replaced as follows: 1

2 B.9 Profit Forecast: Consolidated Balance Sheets as of 31 December 2015, 31 December 2014 and 31 December 2013 (Resume) (Amounts expressed in millions of Euro) 31 December Unaudited results 31 December December Total assets , , ,7 Total Liabilities , , ,4 Shareholders' equity attributable to the shareholders of BPI 2 406, , ,9 Total Shareholders' Equity 2 835, , ,3 Total Liabilities and Shareholders' Equity , , ,7 Consolidated Statements of Income for periods ended 31 December 2015, 31 December 2014 and 31 December 2013 (Resume) (Amounts expressed in millions of Euro) 31 December Unaudited Results 31 December December Financial margin (narrow sense) 624,6 485,3 444,7 Financial margin 663,4 514,5 475,1 Net commission income 324,7 312,2 310,3 Net income on financial operations 194,6 24,9 261,5 Net operating income (32,6) (28,2) (23,7) Operating income from banking activity 1 181,9 857, ,1 Overhead costs 670,6 (671,5) (650,5) Net income before income tax 372,9 (35,8) 154,5 Consolidated net income of the BPI Group 236,4 (163,6) 66,8 The unaudited results for the year of 2015 are profit estimates Element B.16 ( Controlling Persons ) of the Summary of the Prospectus, which could be found on page 6, is hereby amended through the insertion of a last paragrsph as follows: B.16 Controlling Persons: ( ) Following the initiative of the Executive Committee in this regard, the Board of Directors approved on 4 th February 2016, with two votes against and one abstention, to submit for the consideration of a General Meeting to be convened a proposed amendment to Banco BPI s statutes with a view to the elimination of the statutory limit on the counting of votes cast in General Meeting 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: 2

3 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 first 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 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 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 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 was submitted for approval at the Shareholders General Meeting. The Shareholders General Meeting has been held on the 5 th February 2016 and the Demerger Plan has not been approved, by virtue of not having been reached the qualified majority of two thirds of the votes of which the approval of the said deliberation depended on; the proposal in question obtained the favorable votes of 63.08% of the votes cast. BPI is currently analyzing alternative measures which may be adopted to comply whit the limit to large exposures referred above. 2. BANCO BPI's FINANCIAL STATEMENTS: Consolidated information (unaudited accounts) On 27 th January, 2016, BPI published an earnings release with its unaudited consolidated results for the year of 2015 (see table below). A copy of this earnings release, which will be incorporated by reference in the Prospectus, can be obtained from the website of BPI (http://bpi.bancobpi.pt/) and from the website of Comissão do Mercado de Valores Mobiliários (www.cmvm.pt). Information contained in the earnings release with BPI s unaudited consolidated results as at and for the twelve month period ended 31 st December, 2015 expressly incorporated by reference herein: 3

4 BPI consolidated results for the year of 2015 (unaudited) Pages Leading Indicators 24 Consolidated Income Statement 25 Consolidated Balance Sheet 26 Domestic Activity Income Statement 27 Domestic Activity Balance Sheet 28 International Activity Income Statement 29 International Activity Balance Sheet 30 The Issuer confirms that the information incorporated by reference in this Supplement is substantially consistent with the final figures to be published in the next annual audited financial statements. The unaudited results contained in the mentioned Earnings Release have been compiled on the basis of the established financial reporting process of the Issuer using the same accounting principles, standards and assumptions as have been used in the consolidated financial statements of the Issuer for the business year RISKS FACTORS 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 30 of the Prospectus, as amended by the Supplement dated 5 th January 2015, are entirely deleted and replaced by the following: As of 30 th June 2015, as per Banco BPI s 1st 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 first 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 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. 4

5 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 was submitted for approval at the Shareholders General Meeting. The Shareholders General Meeting has been held on the 5 th February 2016 and the Demerger Plan has not been approved, by virtue of not having been reached the qualified majority of two thirds of the votes of which the approval of the said deliberation depended on; the proposal in question obtained the favorable votes of 63.08% of the votes cast. BPI is currently analyzing alternative measures which may be adopted to comply whit the limit to large exposures referred above. 3. DESCRIPTION OF THE ISSUER The paragraphs which could be found under the heading Shareholders on page 62 of the Base Prospectus, are hereby amended through the insertion of a last paragraph as follows: ( ). Following the initiative of the Executive Committee in this regard, the Board of Directors approved on 4 th February 2016, with two votes against and one abstention, to submit for the consideration of a General Meeting to be convened a proposed amendment to Banco BPI s statutes with a view to the elimination of the statutory limit on the counting of votes cast in General Meeting. The information incorporated by reference that is not included in the cross-reference lists contained above, is considered as additional information and is not required by the relevant schedules of the Regulation (EC) No 809/2004 of 29 April 2004 implementing Directive 2003/71/EC, as amended ( Prospectus Regulation ). 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 (www.bourse.lu). To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference in the Prospectus by this Supplement and (b) any other statement in or incorporated by reference in the Prospectus, the statements in (a) above will prevail. 5

6 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. 5 th January 2016). 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 10 th February 2016, to withdraw their acceptances. Dated 8 th February,

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