B PORTUGUES : Announcement for the Launch by Banco Comercial Português, S.A. of a Partial an Voluntary Public Tender Offer for the Acquisition of Securities

Public Company (sociedade aberta)
Registered offices: Praça D. João I, 28, 4000-295 Oporto
Registered at the Commercial Registry of Oporto
Under register and corporate tax number 501 525 882
Share capital fully paid: €3,706,690,253.08 (the "Offeror")

This document, not approved by CMVM, is a non-official translation of the Portuguese announcement approved by CMVM on 25 May 2015.

In accordance with and for the purposes of article 183-A of the Portuguese Securities Code
(Código dos Valores Mobiliários), Banco Comercial Português, S.A. hereby announces the launch of a partial and voluntary public tender offer for the acquisition of subordinated securities for exchange of up to 5,350,000,000 new ordinary, nominative and book-entry shares with no par value (the "Offer") pursuant to the conditions set forth in this launch announcement and in the remaining Offer documents.
1. The Offeror is Banco Comercial Português, S.A. a public company (sociedade aberta), with registered offices at Praça D. João I, 28, 4000-295 Porto, with a share capital of
€ 3,706,690,253.08 and registered at the Commercial Registry of Oporto under register and corporate tax number 501 525 882 (the "Offeror" or "Millennium bcp").
2. The securities that are object of the Offer are the following (the "Securities"):

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3. Considering the Securities that are object of the Offer, Banco Comercial Português, S.A. is simultaneously the Offeror and the Target Company regarding the Securities
with ISIN codes PTBCPMOM0002, PTBCLWXE0003, PTBCPZOE0023, PTBIPNOM0062 and PTBCTCOM0026.
As far as the Securities with ISIN codes XS0194093844, XS0231958520 are concerned, the Target Company is BCP Finance Company, which is 100% controlled by the
Offeror.
4. The Securities can be object of valid acceptance only if, as of the closing date of the
Offer, they are fully paid up, with all rights inherent and free from any encumbrances, charges or liabilities, as well as free from any limitations or obligations, in particular in
relation to the corresponding economic and/or politic rights or their transferability. The acceptance of the Offer by addressees that are, in what concerns the Offer, subject
to a foreign law, is subject to the fulfillment of the applicable legal and regulatory requirements.
5. The Offer is considered an Exchange Public Offer pursuant to article 177 of the
Portuguese Securities Code, to the extent that the consideration is comprised exclusively of shares representing the share capital of the Offeror, Banco Comercial
Português, S.A., to be issued pursuant to a share capital increase already approved (the
"Shares").

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Pursuant to the terms approved by the General Shareholders' Meeting of 11 May 2015, the issue price of the Shares corresponds to 93% of the volume weighted average price
of the shares representing the share capital of Millennium bcp admitted to trading in the regulated market of Euronext Lisbon (the "BCP Shares"), in the five trading days
immediately preceding the day of the launch of the Public Exchange Offer, the issue
price of up to € 0.08 per share corresponding, without prejudice to the minimum legal
value, to the issue value and the surplus corresponding to share premium.
In this light, considering that the volume weighted average price of the BCP Shares in the regulated market of Euronext Lisbon in the five trading days immediately preceding
the day on which the Offer is launched, i.e., between 18 May 2015 and 22 May 2015, was of €0.089688, the issue price is €0.0834 per share, of which €0.08 corresponds to the respective unitary issue value and €0.0034 corresponds to share premium.
Within this framework, the share capital of Millennium bcp will be increased from
€ 3,706,690,253.08 to up to € 4,134,690,253.08, in the form of new contributions in
kind consisting of the Securities, and, in consequence of the Offer, up to 5,350,000,000
Shares will be issued.
The value attributed to the contributions in kind of each type and category of Securities will result from the application of the percentages identified in the following table to
the par value of each Security (the "Value of the Contribution"), the sum of those
values which holders subscribe the new shares being referred to as "Global Value of the Contributions":

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(*) theoretical maximum number of new shares to issue calculated considering each one of the issues individually, corresponding to the total par value of the Securities
multiplied by the respective value of exchange divided by the Issue Price of € 0.0834 of the new shares, rounded to the unit immediately below. The maximum number of
Shares to be issued in each issuance is conditioned by the maximum global number of
5,350,000,000 Shares to be issued and by the fact that the acceptance of Securities
which ISIN code starts with "XS" is subordinated to the complete satisfaction of orders referring to the unconditional component of the Offer. For that reason, the
acceptance orders may be subject to an allotment and, consequently, the maximum number of Shares to be issued for each issuance may be lower.
(**) indicative number of shares that would be necessary to be issued to satisfy the exchange of all Securities object of the public tender offer. According to the conditions
of the Offer, the maximum number of shares to be issued as consideration is limited to
5.350.000.000 shares.
The exchange ratio between each Security transferred as payment of the contributions in kind for the share capital increase and the corresponding number of Shares to be
delivered will result from the application of the following formula: number of shares =
contribution value of the Security / issue price .
The number of Shares to be issued shall correspond to the quotient between:
i) the Global Value of the Contributions; and ii) the unitary issue price of €0.0834,
being, however, limited to the maximum number of Shares to be issued
(5,350,000,000).
If that quotient (or the quotient between the value contributed by each holder of the Securities and the issue price) is not a whole number, and given that fractions of shares cannot be attributed, the result shall be rounded down to the nearest whole number of shares.

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If the rounding adjustments result in a surplus of Shares - considering the number of shares to be issued as determined by application of the method foreseen in the
previous paragraph -, those Shares will be attributed by lot among the declarations of
acceptance of the investors that participated in the Public Exchange Offer. Investors not contemplated in the allotment will not be entitled to receive, in cash, any value
equivalent to the remaining fraction.
The holders of subordinated debt instruments transferred in the context of the Public
Exchange Offer or otherwise delivered as payment for the share capital increase of
Millennium bcp will maintain their right to the respective fixed remuneration corresponding to the period between the last interest maturity date and the settlement
date of the transaction.
The accrued interest until the settlement date of the Offer will be credited in the same accounts where those Securities are registered.
6. The admission of all the Shares to be issued in the share capital increase approved by
the General Shareholders' Meeting of 11 May 2015 to trading in the Regulated Market of Euronext Lisbon has been requested, and it is foreseeable that the admission will be
granted as soon as possible after the commercial registry of the share capital increase, notably on or around 16 June 2015.
In spite of the fact that the BCP Shares are already admitted to trade, the request of the admission to trade of the Shares, which has already been presented, may, for some reason, be unsuccessful. In case that should happen, and pursuant to article 163 of the Portuguese Securities Code, the addressees of the Offer may terminate their contracts for the acquisition of the Shares in case the admission is not granted based on a fact attributable to the Issuer or to persons with whom it is in any of the situations described article 20 (1) of the Portuguese Securities Code. Such termination must be communicated to the Issuer up to 60 days after the refusal of the admission to negotiation in a regulated market.
7. The financial intermediary responsible for assisting the Offer, pursuant to and for the purposes of articles 113 (1) (b), 183-A and 337 of the Portuguese Securities Code is
Banco Comercial Português, S.A., acting through its investment banking division
("Millennium investment banking").
8. The Public Exchange Offer is partial and voluntary, with the nature of public exchange offer of Securities for Shares of the Offeror, constituted by an unconditional component and a subsidiary and conditional component of potentially remaining Shares.
The Securities that are object of the Offer are the ones set forth in paragraph 2. and:
a) the Securities issued by BCP with the ISIN codes ISIN PTBCLWXE0003, PTBCPZOE0023, PTBIPNOM0062, PTBCTCOM0026 and PTBCPMOM0002
integrate an unconditional component of the Offer; and
b) the Securities issued by BCP Finance Company (with ISIN codes XS0194093844 and XS0231958520) integrate a subsidiary component of the Offer, conditional of
potential remaining Shares.

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In particular:
(i) the allocation of Shares to be issued shall start to be effected to the subscription orders transmitted in the scope of the unconditional component
of the Offer; and
(ii) in case all of the subscription orders relating to the unconditional component of the Offer are served, any potentially remaining Shares to be issued will be
allocated to the holders of Preferential Shares - C series and of Preferential
Shares - D series that have accepted the Offer.
In case an allocation is necessary, the following criteria shall apply:
(i) in the case not all of the subscription orders to be effected by delivery of
Securities of the five issues that are part of the unconditional component of the
Offer can satisfied, an allocation will be made in proportion of the new shares which subscription is desired by each subscriber, pursuant to article 112 (2) of
the Portuguese Securities Code;
(ii) in case, after the complete satisfaction of the subscription order relating to the unconditional component of the Offer, the number of remaining Shares to be
issued is not sufficient in order for all of the subscription orders to be satisfied by delivery of Securities of the Preferential Shares - C series and of Preferential Shares - D series, an allocation will be made in proportion of the new shares which subscription is desired by each subscriber, pursuant to article 112 (2) of the Portuguese Securities Code.
The Offeror is obliged, pursuant to the terms and conditions set out in the prospectus and remaining documents of the Offer, to acquire all of the Securities that are object
of valid acceptance until the maximum limit of 5,350,000,000 Shares to be issued in exchange of the share capital increase.
If the quotient between the value delivered by each holder of Securities and the unitary issue price of €0.0834 does not result in a whole number, and given the fact that
fractions of shares cannot be attributed, the result will be rounded down to the nearest
whole number of shares immediately below. If, considering the total number of shares to be issued in the Offer, the rounding adjustments result in a surplus of newly issued
Shares, those Shares will be allotted among the declarations of acceptance of the investors that participated in the Offer. The investors which accept the Offer that are not contemplated in the allotment will not be entitled to receive, in cash, any value for any remaining fraction.
9. Apart the possibility of termination and modification, as predicted in the Portuguese
Securities Code, the present Offer is not subject to any condition.
The admission to trading on the Regulated Market of Euronext Lisbon of the Offeror's
Shares, which constitute the counterpart of the Offer, is subject to their prior issuance.
10. This transaction may involve costs and charges legally applicable to purchasers and sellers of securities in transactions occurred in national and international stock
exchanges sessions, in particular brokerage fees and trading transaction costs and any

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other costs agreed or contracted, which shall be indicated by the financial intermediaries upon the placement of the acceptances orders, as well as any applicable
taxes.
The Offeror will bear the costs incurred with the Regulated Market Special Session, which will be calculated considering the issue price of the Shares in the amount of
€0.0834, comprising the parts attributed to both the purchaser part and the seller part.
Without prejudice to the previous paragraph, additional costs may be charged to those persons accepting the Offer, depending on the financial institution accepting the
subscription orders.
11. The term for the Offer will be of two weeks and shall occur from 8:30 on 26 May 2015 to 15:00 on 9 June 2015, being the latest the final deadline until which the acceptances
may be received, given that some intermediaries may define a shorter time period to
receive the orders.
In accordance with the law, in particular with article 183 (2) of the Portuguese
Securities Code, the term of the Offer may be prorogued by a decision of CMVM, at
the request, or by initiative, of the Offeror, in case of a revision of the Offer, launching of a competing offer or when the protection of the interests of the addressees of the
Offer so justifies.
12. In what concerns the five issuances of the securities with ISIN codes beginning by
"PT" and which are integrated in Interbolsa, the transaction shall be executed on
Euronext Lisbon and the acceptance of this exchange public offer by its addressees shall be expressed during the Offer period, through sales orders transmitted in any
Millennium bcp branch, brokerage firms, broker-dealers and branches of financial intermediaries authorized to provide the service of registration and deposit of
securities.
Concerning the two issuances of the securities with ISIN codes beginning by "XS", the
Offer will be executed through Euroclear and Clearstream. The addressees shall
express their acceptance during the Offer period through orders transmitted to financial intermediaries where they hold accounts in which the securities they pretend to dispose within the Exchange Public Offer are registered.
Considering that time frame for the transmission of orders by financial intermediaries to Euroclear and Clearstream shall be shorter than the Offer period, and given that Euroclear and Clearstream shall only accept orders that are transmitted until one or four hours prior to the end of the Offer period, respectively by 11:00 hours (GMT +
1), the holders of such Securities shall ensure the timely transmission of the respective instruction to financial intermediaries of acceptance of the Offer.
In accordance with article 72 (2) (a) of the Portuguese Securities Code, the addressees of the Offer that intend to accept the Offer shall, prior to such acceptance, block the
respective Securities offered for exchange in the accounts held with the respective
financial institutions where those Securities are registered, indicating that this shall continue until (i) the settlement date of the Offer; (ii) the date on which the Offer is
cancelled by BCP, whenever legally permitted; or (iii) the date of valid revocation of the declaration of acceptance, whichever occurs first.

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According to article 126 (2) and article 133 (3) of the Portuguese Securities Code, the addressees of the Offer may revoke their declaration of acceptance by written notice
addressed to the financial intermediary, who shall be deemed to have received it:
a) in general, at any time up to five days before the expiry of the Offer or at a shorter time period if contemplated in the Offer documents;
b) in case of suspension of the Offer by CMVM, by the fifth day following the end of the suspension, being entitled to receive what has been delivered.
Therefore, in this Offer and according to what has been stipulated by the Offeror, the addressees may revoke the declaration of acceptance until five days before the end of the Offer period, meaning that the acceptance declarations are irrevocable from 5 June 2015 (including) onwards.
13. The result of the Offer - regarding the five issuances of the Securities integrated in
Interbolsa, and which ISIN codes begin by "PT", will be assessed at a Regulated
Market Special Session of Euronext Lisbon, currently expected to be convened on 11
June 2015, at a time to be established in the Special Session Notice.
Millennium bcp will be responsible for the Offer assessment regarding the two issuances of the Securities integrated in Euroclear and whose ISIN codes begin by "XS", currently expected to occur on 11 June 2015.
Millennium bcp expects to disclose the Offer results on 11 June 2015.
It is currently expected that the Offer settlement concerning the Securities which ISIN
codes begin by "PT" and are integrated in Interbolsa occur on the next business day
after the date of the Regulated Market Special Session aimed at ascertain the results of the Offer, in accordance with the provisions of the Special Session Notice, on 12 June
2015.
It is expected that the settlement of Securities which ISIN codes begin by "XS" and are integrated in Euroclear occur on the same date of the remaining Securities, meaning, on
12 June 2015.
14. The financial intermediaries are expected to send to Millennium investment banking, on a daily basis, information regarding the orders and cancellations received and respective quantities. The information must be sent to the fax no. (+351) 21 110 1135.
15. According to article 173 (3) of the Portuguese Securities Code: "The rules on the

preliminary announcement, duties of disclosure of transactions made, the issuer's duties, competing bids

and mandatory takeover bids shall not apply to takeover bids launched exclusively for securities other than shares or securities giving a right to subscribe or acquire shares.".

16. The prospectus of the Offer is available for consultation at:
- Millennium bcp, registered offices at Praça D. João I, no. 28, 4000-295 Porto, and in its establishment at Av. Prof. Dr. Cavaco Silva (Tagus Park), Building 2 a, 2744-002
Porto Salvo;

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- Euronext Lisbon, at Av. da Liberdade, no. 196 - 7 floor, 1250-147 Lisboa;
- Millennium bcp website, available at www.millenniumbcp.pt;
- Comissão do Mercado de Valores Mobiliários website, available em www.cmvm.pt.
17. The Offer was registered with the CMVM under number 9206.
25 May 2015
THE OFFEROR AND FINANCIAL INTERMEDIARY BANCO COMERCIAL PORTUGUÊS, S. A.

Disclaimer

The distribution of this document or the acceptance of the Offer terms, with the consequent subscription and holding of the securities hereunder described, may be restricted in certain jurisdictions. Those who possess the

present document should inform themselves about and observe any such restrictions.

The Offer, which is governed by the provisions of the Portuguese Securities Code, takes place exclusively on the Portuguese territory, excluding other markets, notably the United States, Australia, Canada, Japan or

South Africa, even though all addressees whose participation is not prohibited by applicable law may be able to participate. This document does not constitute or form a part of any offer or solicitation to purchase securities in the United States. The securities will not be subject of a public offering in the United States.

Given the legal restrictions applicable in other jurisdictions, notably regarding the persons qualified as "US Person" by the United States legislation, we make the following statement in the English language:

Other than the filing in Portugal with the Comissão do Mercado de Valores Mobiliários ("CMVM"), the

offering documents have not been filed with, or reviewed by, any national or local securities commission or regulatory authority of any other jurisdiction, including the United States of America, nor has any such

commission or authority passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is unlawful and may be a criminal offence.

The distribution of the offering document in certain jurisdictions may be restricted by law. Persons into whose possession the offering document comes are required by the Banco Comercial Português, S.A. to

inform themselves about, and to observe, any such restrictions.

This offer is being made in the Portuguese market in accordance with the Portuguese Securities Code ("Código dos Valores Mobiliários") and is only addressed to persons to whom it may lawfully be made. In particular, in order to comply with relevant securities laws, it is not being made by any means or instrumentally, directly or indirectly, in or into any other jurisdictions, in particular, without limitation, the United States, Canada, Australia, Japan or South Africa or in any jurisdiction in which such offer is unlawful.

This document does not constitute or form a part of any offer or solicitation to purchase or subscribe securities in the United States. The securities mentioned herein have not been, and will not be, registered

under the United States Securities Act of 1933.

This document is not an offer of securities for sale in the United States, Australia, Canada, Japan or in any jurisdiction in which such offer is unlawful. No person receiving a copy of this document and/or any

other document or subscription form related hereto in any jurisdiction other than Portugal may treat the

same as constituting either an offer to sell or the solicitation of an offer to subscribe if, in the relevant jurisdiction, such an offer or solicitation cannot lawfully be made. In such circumstances, this documents

and/or any other document or subscription form related thereto are for informational purposes only and

none other."

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