Result of Meetings
Banco Comercial Portugues S.A.
5 September 2000
BCP and Banco Pinto & Sotto Mayor announce merger
Under the terms and conditions of paragraph 3 a) of Article 3 of the Regulation
nr. 11/2000 of CMVM and pursuant to the Regulation nr. 24/2000, it is hereby
made public that, during the joint meetings held today, the Board of Directors
of the companies Banco Comercial Portugues, S.A. (BCP), BCP IF, SGPS,
Sociedade Unipessoal, Lda. (BCP IF), Banco Pinto & Sotto Mayor, S.A. (BPSM),
Banco de Investimento Imobiliario, S.A. (BII), Banco Mello Imobiliario, S.A.
(BMI) and BMI - Sociedade Gestora de Participacoes Sociais, Unipessoal, Lda.
(BMI, SGPS), have approved the following projects to be resolved upon at
the respective general meetings:
1. Merger by incorporation of BPSM into BCP IF and, subsequently, from the
latter into BCP, followed by the extinction of the incorporated companies under
the terms of article 97, nrs. 1 and 4, a) and subsequent of the Companies' Code,
leading to a share capital increase by BCP of an amount to be determined,
depending on the number of BPSM shares not held by BCP, as well as by
BCP's proposal to buy 'Titulos de Participacao' issued by BPSM;
2. Merger by incorporation of BMI and BMI, SGPS into BCP, followed by the
extinction of the incorporated companies under the terms of article 97, nrs 1
and 4, a of the Companies' Code, without implying a share capital increase by
BCP;
3. Split of BII's assets and liabilities associated to the mortgages granted
to BCP Group's clients through the branches and any bank of BCP Group,
excluding BII, and respective merger into BCP, under the terms of article 118,
nr.1, line c), of the Companies' Code, leading to a reduction and subsequent
share capital increase of BII to 94,500,000 Euro, without the change of
the respective shareholder structure, as well as a share capital increase by
BCP of 33,702,432 Euro;
Moreover, it is hereby made public that the registration of these projects will
be requested today, as well as the necessary approval of the Bank of Portugal to
the practice of such actions. The general meetings to be convened in order to
approve the above mentioned projects are expected to occur until the end of
October.
Lisbon, 4 September 2000
BANCO COMERCIAL PORTUGUES, S.A.
Sociedade Aberta
Sede: Rue Julio Dinis, 705/719 - Porto
Pessoa Colectiva no. 501 525 882
Mat.na C.R.C. doPorto sob o no. 40.043
Capital Social: 2.042.971.990 Euros
BANCO PINTO & SOTTO MAYOR, S.A.
Sociedade Aberta
Sede. Rua do Ouro, 28 - Lisboa
Mat. na C.R.C. de Lisboa sob o no. 1.701
Pessoa Colectiva no. 500 726 302
Capital Social: 165.511.228.000$00