This translation of the Portuguese document was made only for the convenience of non-Portuguese speaking Shareholders. 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: € 990,000,000
Registered at the Porto Commercial Registry
Under sole taxpayer reference number 501 214 534

ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE OF 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 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 the

Bank 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.

B) Voting

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.

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 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.

D) Requirements applicable in relation to the passing of resolutions on items 5 and 6 on the agenda

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.

E) Information

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).

F) Addresses

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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