This translation from the Portuguese original was made for the convenience of non-Portuguese speaking Shareholders only. For all intents and purposes, the Portuguese version shall prevail. BANCO BPI, S.A.

Public Company

Registered Office: Rua Tenente Valadim, no. 284, Porto

Share Capital: € 1 190 000 000

Registered at the Porto Commercial Registry

Under sole taxpayer reference number 501 214 534

ANNUAL GENERAL MEETING NOTICE OF ANNUAL GENERAL MEETING

At the request of the Board of Directors, notice is hereby given to the Shareholders of Banco BPI, S.A., (the "Bank") that a General Meeting will be held at Fundação Serralves Auditorium, at Rua D. João de Castro, no. 210, in Porto, at 10:00 a.m. on 23 April 2014, with the following agenda:

1. To resolve on the Directors' Report and individual and consolidated accounts of the Bank for the 2013 financial year; 2. To resolve on the proposed allocation of the result of the 2013 financial year; 3. To generally review Banco BPI's management and supervision; 4. To resolve on the ratification of the selection of the independent statutory auditor, resolved by the Board of Directors for the purpose of preparing a report on contributions in kind to be made under the capital increase to which item 5 herein refers; 5. To resolve on a capital increase up to € 113 849 649, to be carried out through contributions in kind, as well as on a subsequent amendment to paragraph 1 of Article 4 of the Articles of Association; 6. To elect the members of the governing bodies for the 2014/2016 term of office; 7. To elect the Remuneration Committee for the 2014/2016 term of office; 8. To resolve on the Remuneration Committee's statement concerning the remuneration policy of the members of the board of directors and the supervisory board; 9. To resolve on the acquisition and disposal of own shares. A) Attendance

Shareholders having at least one vote, at 00:00 hours (GMT) of the 5th trading day prior to the day of the Meeting (the "Record Date"), i.e., at 00:00 on 14 April 2014 are entitled to attend the General Meeting, provided that, for this purpose, they meet all other requirements to which their participation is subject, under the terms of the law and hereunder.
Shareholders entitled to vote and wishing to attend the General Meeting must send a notice in writing to the Chairman of the General Meeting and to the financial intermediary with which the securities account was opened and in which their shares are registered, informing of their intention to attend the Meeting, and for that purpose they may use the forms that are available, as from the date this Notice is published, at Banco BPI's registered office and on website www.ir.bpi.pt . As regards the notice addressed to the Chairman of the General Meeting, Shareholders may also use the online notice form available at www.ir.bpi.pt from the date this Notice is published.
The aforesaid notices must comply, in respect of cut-off times, with the following:
- the notice to be addressed to the Chairman of the General Meeting must be received no later than 18:00 on April 11 or, if sent by email or fax or automatic email form, by no later than 23:59 on 13 April 2014 (the day preceding the Record Date), at the addresses/contacts set forth in section F), sub-paragraph a) of this Notice of AGM;
- the notice to be addressed to the financial intermediary with which Shareholders have opened a securities account and in which their shares are registered, must be received by the financial intermediary until the end of the business day preceding the Record Date, i.e., until 11April 2014, or, if the financial intermediaries agree to receive the aforesaid notice on a day that it is not a business day - circumstance that the Shareholder must confirm previously - until 23:59 on 13 April.
Shareholders with shares deposited in a securities account with Banco BPI or Banco Português de Investimento, S.A., are only required to send a notice of their intention to attend the Meeting, addressed to the Chairman of the General Meeting, who will transmit their intention to Banco BPI or Banco Português de Investimento, S.A., respectively.
Financial intermediaries who are informed of their customers' intention to attend the General Meeting must inform the Chairman of the General Meeting through email, no later than 23:59 on 14 April 2014 (the "Record Date") about the number of shares registered in the name of each of their customers as at 00:00 on the Record Date.
The General Meeting may only be attended by Shareholders entitled to vote from whom the Chairman of the General Meeting has received, in due time: i) a notice of intention to attend the General Meeting and ii) the information from the financial intermediary(ies) with which the Shareholders have opened a securities account and in which their shares are registered.
Shareholders entitled to vote may be represented by any legally qualified person; corporate Shareholders may be represented by whom they appoint for this purpose. The Bank will make available at its registered office and at www.ir.bpi.pt a specimen of the proxy form which may be used for this purpose.
Shareholders may appoint different proxies for their shares held in different securities accounts. For this purpose, their proxy should mention the securities account in respect of which each of them will serve.
The proxy powers are deemed to be revoked should the person who granted them be present at the Annual
General Meeting.
The powers of attorney and any documents used by corporate shareholders to identify their proxies must be delivered in writing and show a handwritten signature of the Shareholder represented or of his/her authorised representatives, respectively. The written document containing the proxy forms or the details of the proxies of the corporate Shareholder, together with an identity document of the persons signing it, must be sent to the Chairman of the General Meeting to be received at the Bank's registered office no later than 18:00 on April 11 or, if sent by email or fax, by no later than 23:59 on April 13 2014 (the day preceding the Record Date). Should it be sent by email or fax, a copy of the document containing the proxy form or the details of the proxies of the corporations, together with a copy of the identity document of the persons signing it, under the aforesaid terms, is sufficient.

B) Voting

Each share corresponds to one vote. Shareholders whose shares are registered in a securities account at 00:00 of
14 April 2014 (Record Date) are entitled to attend and vote at the General Meeting. The exercise of the right to attend and vote by Shareholders who meet all requirements, as set out in this notice, is neither affected by the transfer of shares after the Record Date, nor does it depend on share blocking between the Record Date and the date of the General Meeting.
However, Shareholders transferring shares must, under the terms of the law, report this fact immediately to Portuguese regulator CMVM and to the Chairman of the General Meeting, and they may use the email for this latter notice.
Pursuant to the Bank's Articles of Association, the following votes are not counted:
a) those cast by a single Shareholder, in his/her own name and also as proxy of another Shareholder or others, where they represent more than twenty per cent (20%) of all votes corresponding to the share capital;
b) those cast by a single Shareholder, in his/her own name and also as proxy of another or others, and by persons with whom they are in any of the relationships envisaged in Article 20 (1) of the Securities Code and which exceed a total of twenty per cent (20%) of all votes corresponding to the share capital.
Should the situation envisaged in foregoing sub-paragraph b) occur, votes will be reduced pro rata to the number of votes to which each Shareholder would be entitled had there been no such reduction.
Shareholders using the right to appoint different proxies in respect of shares held in different securities accounts must ensure that all proxies exercise their right to vote in accordance with the same direction, otherwise all votes cast will be deemed to be null and void.
Shareholders who, in carrying out their professional duties, hold shares of the Bank in their own name but on behalf of customers, may use their shares and vote in different directions provided that, besides the notice of attendance and the lodging by their financial intermediary of the abovementioned information, they submit to the Chairman of the General Meeting, no later than 18:00 on April 11 or, if sent by email or fax, by no later than
23:59 on 13 April 2014, upon sufficient and proportionate proof: i) details of each customer and the number of shares to be voted on its behalf; ii) specific voting instructions given by each customer for each item on the agenda.
Both postal voting and e-voting are permitted. Therefore, from the date this Notice is published, the Bank will make available, at its registered office and at www.ir.bpi.pt, ballot papers addressed to the Chairman of the General Meeting, for Shareholders to cast their votes by post. Each ballot paper must be signed and the signature be legally attested or certified by Banco BPI, should the Shareholder be a customer of the Bank or of Banco Português de Investimento, S.A.
Ballot papers must be lodged with the Bank at its registered office, at Rua Tenente Valadim, no. 284, 4100-476
Porto, by no later than 18:00 on t h e t h i r d busi n ess day pr i o r t o t h e Gen e r a l Meeti ng, i.e., on 16
Apr il 2014. The Bank will also make available on the internet at www.ir.bpi.pt, e-voting procedures. Votes cast by electronic means must be registered on the aforesaid website by no later than 18:00 on the t h i r d b u s i n e s s d a y p r i o r t o t h e G e n e r a l M e e t i n g , i . e . , 1 6 A p r i l 2014. Votes cast by post will be counted as negative votes for motions put forward after the date on which such votes were cast.
Postal votes count towards a quorum for the General Meeting, and the Chairman of the General Meeting will verify if they are authentic and accurate as well as to ensure confidentiality until the time for voting.
Under the terms of Article 12 (7) of the Bank's Articles of Association, any vote cast by post will be revoked if the Shareholder in person or his/her proxy attends the General Meeting.

C) Exercise of the right to include matters on the agenda and to submit motions on agenda items

Pursuant to the provisions of Article 378 of the Companies Act and Article 23-B of the Securities Code, only Shareholders whose shares correspond to at least 2% of the Bank's share capital may request the inclusion of matters on the agenda and submit motions on items appearing in the notice of meeting or any amendment thereto. The aforesaid requests and motions must be addressed in writing to the Chairman of the General Meeting, to the addresses/contacts specified in section F) sub-paragraph a) of this Notice, to be received no later than 18:00 or, if sent by email or fax, by no later than 23:59 of the fifth day following the date this notice is published.
Any motion on matters on the agenda not meeting the requirements set out in the preceding paragraph will not be accepted.

D) Requirements for passing a resolution on item 5 on the agenda

Considering that item 5 on the agenda deals with a motion on amendments to the Bank's articles of association, the following provisions apply:

a) Under the terms of Article 383 (2) of the Companies Act "For the General Meeting to pass resolutions, at first call, on amendments to the memorandum and articles of association of the Company (…), Shareholders holding shares corresponding to at least one third of the share capital must be present in person or by proxy.";

b) Under the terms of the provisions of Article 30 (1) of the Articles of Association and Article 386 (3) of the Companies Act, the amendment to the Articles of Association set out in that motion requires the approval of two thirds of the votes cast at the General Meeting.

E) Information


Under the terms of Article 289 of the Companies Act and Article 21- C of the Securities Code, all information legally required will be available at the Bank's registered office and at www.ir.bpi.pt as from the date this Notice is published, including the reference to the future wording of Article 4 (1) of the Articles of Association of the Bank put forward by the Board of Directors under item 5 on the agenda. The individual and consolidated accounts will also be available from the date this Notice is published in the Information Disclosure System of the Portuguese Securities Market Commission.
This information (ballot papers included) may also be requested in writing to the addresses specified in section

F) sub-paragraph b).

F) Addresses

a) All communications under this notice of meeting to be addressed to the Chairman of the General
Meeting should be sent to the following addresses: Presidente da Mesa da Assembleia Geral Banco BPI
Mail address: Rua Tenente Valadim, 284, 4100-476 Porto
Email address: presidenteag@bancobpi.pt
Fax: (+351) 222 075 879
b) Any request for information or explanation, as well as any request for drafts of documents, in respect of the General Meeting and matters set out in this notice of meeting, should be sent to the following addresses: Assembleia Geral Banco BPI, S.A.
Mail address: Rua Tenente Valadim, 284, 4100-476 Porto
Email address: duvidasag2014@bancobpi.pt
Phone: (+351) 226 073 333
Porto, 28 March 2014
The Chairman of the General Meeting
(Miguel Luís Kolback da Veiga)

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