Public Company
Registered Office: Rua Tenente Valadim, no. 284, Porto
Share Capital: € 990,000,000
Registered at the Porto Commercial Registry
Under sole taxpayer reference number 501 214 534
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 Casa da Música, Avenida da Boavista, n. 604-610, Porto, at 10:00 a.m., on 31 May 2012, with the following agenda:
1. To resolve on the Directors' Report and individual and consolidated accounts of theBank for the 2011 financial year;
2. To resolve on the proposed allocation of the result of the 2011 financial year; 3. To generally review the Bank's management and supervision; 4. To resolve on the statements of the Remuneration Committee and the Board of Directors concerning, respectively, the remuneration policy for members of the management and supervisory bodies and the remuneration policy for other persons discharging managerial responsibilities of the Bank; 5. To resolve on the proposal for the amendment of article 4 of the articles of association (by which the current sole paragraph will become its number one and a new number two will be added) with a view to providing that the company's shares are shares with no nominal value and to incorporate an authorisation enabling the Board of Directors to resolve on cash capital increases; 6. To resolve on the suppression of the shareholder's pre-emption rights with regard to capital increases the Board of Directors may resolve pursuant to Law 60-A/2008, of October 20; 7. To resolve on the acquisition and disposal of own shares. A) Attendance
Shareholders entitled to vote and who meet all other
requirements set out in the law and this notice to attend a
meeting have the right to attend the General Meeting.
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
where the individual registration account is kept, informing
of their intention to attend the Meeting, and for that
purpose they may use the forms available as of this date at
our headquarters and on the website www.ir.bpi.pt, As regards the
notice addressed to the Chairman of the General Meeting,
Shareholders may also use the electronic notice form which is
available at www.ir.bpi.ptas
from the date indicated above.
The aforesaid communications must comply, in respect of
deadlines, with the following:
- the notice to be addressed to the Chairman of the General
Meeting must be received no later than 18:00 or, if sent by
email, fax or using the electronic notice form, no later than
23:59 on 23
May 2012, at the addresses/contacts set forth in section F),
sub-paragraph a) of this Notice of
General Meeting;
- the notice to be addressed to the financial intermediary at
which the Shareholder has opened a individual registration
account and where his/her share(s) are registered, must be
received by the financial intermediary by the close of 23 May
2012.
Shareholders holding shares deposited in an individual
registration 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,
SA, respectively.
Financial intermediaries who are informed of their customers'
intention to attend the General
Meeting must inform the Chairman of the General Meeting via
email, no later than 23:59 on 24
May 2012 (the "Record Date") of 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) at which the Shareholders
have opened the individual registration account(s) and where
their shares are registered.
Shareholders entitled to vote may be represented by any
person legally competent for this purpose; 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.pta
specimen of the proxy form which may be used for this
purpose.
Shareholders may appoint different proxies for their shares
held in different individual registration accounts. For this
purpose, their proxy should mention the individual
registration account in respect of which each of them will
act.
The proxy powers are deemed to be revoked where the person
who granted them is present at the Shareholders' General
Meeting.
Proxy forms and 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, accompanied by an
identity document of the persons who sign it, must be sent to
the Chairman of the General Meeting so that it is received at
the registered office of the Bank no later than 18:00 or, if
sent by email or fax, no later than 23:59 on 23 May 2012. In
case it is sent by email or fax, a copy of the document
containing the proxy form or the details of the proxies of
the companies is adequate,
accompanied, under the aforesaid terms, by a copy of the
identity document of the persons who sign it.
Each share corresponds to one vote. Shareholders whose shares
are registered in a share register account at 00:00 hours of
24 May 2012 (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 outlined
in this notice, is not jeopardized by the transfer of shares
occurring after the Record Date, nor does it depend on their
blockage 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
the Portuguese regulator CMVM and the Chairman of the General
Meeting, and the email may be used for this latter
communication.
Pursuant to the Bank's statutes, the following votes shall
not be 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 in
respect of with whom there exists any of the relationships
envisaged in Article 20 (1) of the Securities Code and which
exceed, in total, twenty per cent (20%) of all votes
corresponding to the share capital.
In the event the situation envisaged in foregoing
sub-paragraph b) occurs, 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 individual registration
accounts must ensure that all proxies exercise their right to
vote in the same manner, otherwise all votes cast will be
deemed to be null and void.
Shareholders holding shares of the Bank, in the exercise of
their professional duties, in their name but on behalf of
customers, may, using their shares, vote in different
manners, provided that, besides the notice of attendance and
the lodging by the respective financial intermediary of the
abovementioned information, they submit to the Chairman of
the General Meeting, by the end of 23 May 2012, with recourse
to sufficient and appropriate evidence: i) details of each
customer and the number of shares to be voted on their
behalf; ii) specific voting instructions for each item on the
agenda, given by each customer.
Both postal voting and e-voting are permitted. Therefore, as
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 via postal voting. Each
ballot paper must be signed and the signature be legally
authenticated 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, Rua Tenente Valadim, no.
284, 4100-476 Porto, by no later than 18:00 on 28 May 2012.
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
at the aforesaid website, by no later than 18:00 on 28 May
2012. Votes cast by post will be counted as negative votes
for motions put forward after the date on which such votes
have been 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 in order, as well as ensure their
confidentiality up till the moment of voting.
In terms of Article 12 (7) of the Bank's statutes, any vote
cast by post will be revoked if the
Shareholder in person or his/her proxy attends the General
Meeting.
Pursuant to the provisions of article 378 of the Commercial
Companies Code 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,
no later than 23:59 of the fifth day following the
publication of the present notice.
Any motion on matters on the agenda not meeting the
requirements set out in the preceding paragraph will not be
accepted.
Considering that item 5 on the agenda deals with a motion
which involves amending the Bank's articles of association,
the following provisions apply:
a) In terms of article 383 (2) of the Commercial Companies
Code "For the general meeting to pass resolutions, on first
call, involving 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) In terms of the provisions of article 30 (1) of the
articles of association and article 386 (3) of the Commercial
Companies Code, the amendment to the statutes presented in
that motion requires the approval of two thirds of the votes
cast at the General Meeting.
Considering that item 6 on the agenda refers to a motion to
supress the right of preference relating to a capital
increase, the provisions of the preceding sub-paragraphs a)
and b) shall apply to it, by virtue of the provisions of
article 460(4) of the Commercial Companies Code.
In terms of article 289 of the Commercial Companies Code and
article 21- C of the Securities Code, all information
required by law will be available at the Bank's registered
office and at www.ir.bpi.pt, as from the date
hereof, and the annual report and accounts may be consulted
with effect from that date on the Securities Market
Commission's Information Disclosure System.
This information (ballot papers included) may also be
requested in writing to the addresses specified in section F)
sub-paragraph b).
a) All communications set out in this notice of meeting and
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
Postal address: Rua Tenente Valadim, 284, 4100-476 Porto
Email address: presidenteag2012@bancobpi.pt
Fax: (+351) 222 075 879
b) Any request for information or explanations, as well as
any request for drafts of documents, in respect of the
General Meeting and the matters set out in this notice of
meeting should be sent to the following addresses:
Assembleia Geral Banco BPI, S.A.
Postal address: Rua Tenente Valadim, 284, 4100-476 Porto
Email address: duvidasag2012@bancobpi.pt.
Phone: (+351) 226 073 333
Porto, 7th May 2012
The Chairman of the General Meeting
(Miguel Luís Kolback da Veiga)
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