Corporate Governance - Shareholders Rights

Exercise of voting rights and shareholder representation

As a means of stimulating the exercise of voting rights by shareholders, before each general meeting and with due regard for legal deadlines, the company widely advertises the dates of the meeting and mails copies of the notice of the meeting and draft proxy and shareholder-grouping letters to its shareholders.
Complementing this, the Bank's institutional site provides both the notice and the proposals of the Board of Directors and of such other proposals of which it may be aware, and information is also provided as to the exercise of voting rights by proxy, by means of groups of shareholders or by correspondence, draft proxy letters being provided together with the correspondence-vote ballot papers.

Exercise of voting rights by correspondence

Under the terms of Article 16.13 of BCP's Articles of Association, exercise of voting rights by correspondence is restricted to those matters imposed by law, which currently concern the alteration of the articles of association and the election of corporate officers. The methodology to be used in the exercise of voting rights by correspondence, as approved by the chairman of the board of the General Meeting, is widely advertised both in the notice of the General Meeting and via the Bank's site, where a page is opened during the month prior to that of the meeting, providing information on the General Meeting and on the means of taking part.
At this time, the approved methodology establishes that:

• ballot papers for correspondence voting are available via Millennium bcp site or, on request, from the company's registered offices;
• to ensure that the ballot papers sent by shareholders wanting to exercise their right are actually received, they should be sent by recorded-delivery registered letter addressed to the Corporate Secretary at Rua Augusta, 84, 1º- 1149-023 Lisbon, Portugal;
• the deadline for the reception of votes is the date set for the date of reception of the declaration of deposit and immobilisation of shares, that is 5 p.m. of the penultimate business day next before that of the General Meeting;
• authenticity of the vote is ensured by the requirement that the shareholder's signature on the ballot paper must be witnessed by a notary, lawyer or solicitor; and
• the confidentiality of the vote will be ensured by the Corporate Secretary.

Right to take part in General Meeting

Under the terms of the law and of Article 16 of BCP's Articles of Association, those shareholders evidencing their standing as shareholders entitled to vote no later than 15 days prior to the date set for the meeting and retaining the said standing at the time of the meeting are entitled to take part in general meetings. The financial institution at which the shares are registered shall evidence this standing by a declaration of deposit and immobilisation to be receipt til 5 p.m. of the penultimate business day prior to the meeting.
Each 1,000 euros of share capital (1,000 shares) corresponds to 1 vote.
A shareholder's spouse, ascendant or descendant, another shareholder or a member of the Board of Directors of the Bank may represent shareholders entitled to vote.
Shareholders not entitled to vote may form a group with other shareholders to make up the number of shares required to grant the right to vote, in which case they shall appoint one of their number to represent them.

Voting

At the more recent general meetings ballot results have been counted by means of optical reading of the bar codes of the coupons that make up the ballots handed to each shareholder or their representative at the time of their registration at the beginning of the meeting.

Limits to the exercise of voting rights, special rights and the existence of agreements

Limits to the exercise of voting are mentioned in the Company By-Laws.
There are no special rights granted to any shareholder, and any agreement is known has existent within the company.