RNS Number:1142I
Banco Comercial Portugues S.A.
28 February 2003


NOT TO BE DISTRIBUTED IN AUSTRALIA, CANADA, FRANCE, JAPAN, SOUTH AFRICA OR THE
UNITED STATES OF AMERICA


                        Banco Comercial Portugues, S.A.
   Public company  ("Sociedade Aberta") Head Office: Praca D. Joao I, 28,
                                 4000-434 Porto
                      Share Capital : 2,326,714,877 euros
      Registered with the Commercial Registry of  OPorto under  nr. 40,043
                       Collective entity nr. 501.525.882

Notice to Shareholders

1.       The shareholders of Banco Comercial Portugues, S.A. are hereby advised
that, in accordance with resolutions approved at a meeting of the Board of
Directors held on February 24, 2003 and restated at a meeting of the new members
of that Board held on February 25, 2003, in accordance with article 7 of the
By-laws of the Bank (respectively, subject to and according to the new wording
for this article approved by the General Meeting of Shareholders on February 24,
2003 and filed for registration with the Commercial Registry on February 25,
2003), the increase of its share capital, through the issuance of 930,685,950
new ordinary registered shares in book-entry form, with a nominal value of Euro
1 per share, offered for subscription by the shareholders at a subscription
price of Euro 1 per share, pursuant to transferable subscription rights granted
to them under the Portuguese law, has been approved.

Holders of subscription rights will be entitled to subscribe for a number of
ordinary shares determined by multiplying the number of subscription rights they
hold by the factor 0.4, equivalent to 2 new ordinary shares for each 5 existing
ordinary shares. Any fractions fraction of shares so arising will be rounded
down to the nearest whole ordinary share.

Holders of subscription rights are, in addition, entitled to subscribe for an
additional number of ordinary shares at the subscription price in the event that
any new ordinary shares are not subscribed for pursuant to the exercise of the
proportional rights. The further ordinary shares available will be allocated to
holders of rights who have applied for additional shares in proportion to the
total number of proportional rights exercised. Any fraction of shares so arising
will be rounded down to the nearest whole ordinary share.

Any ordinary shares remaining unsubscribed after the exercise of proportional
and oversubscription rights can be subscribed for by institutional investors
that have placed their orders during the subscription period, in accordance with
the conditions described in the prospectus.

In case of incomplete subscription, the share capital increase will be reduced
to the ordinary shares effectively subscribed for, pursuant to article 457 of
the Companies Code ("Codigo das Sociedades Comerciais") and to article 161 of
the Securities Code (Codigo do Mercado de Valores Mobiliarios").

2.       The rights may be exercised during the offering period, which is
expected to be from 8:30 a.m (Lisbon time) on March 14, 2003, until 3:00 p.m. on
March 31, 2003. The ordinary shares will trade on and after March 11, 2003
without subscription rights.

Holders electing not to exercise their rights, in whole or in part, may transfer
such rights. Rights will be transferable on the official market of Euronext
Lisbon during the period from the first day of the subscription period until the
fourth business day before the end of the subscription period, i.e., from March
14, 2003 to March 25, 2003.

These dates are still subject to confirmation and any change to the expected
timetable will be announced.

3.       Subscription orders may be placed at any branch of Banco Comercial
Portugues, S.A., or through authorized financial intermediaries.

4.       Payment for ordinary shares subscribed for will be made in cash and in
its entirety at the time of subscription.

5.       Holders of ordinary shares are informed, that, as further detailed in
the prospectus:

a.    the ordinary shares to be issued will not entitle their holders to receive
the dividends payable in respect of the financial year ended December 31, 2002,
approved at the General Meeting of Shareholders on February 24, 2003;

b.   apart from other institutional investors that may participate in the
subscription, BCP has entered into an underwriting agreement with Merrill Lynch
International and UBS AG, acting through its business group UBS Warburg, under
which these two institutions have agreed, subject to certain conditions
summarized in the prospectus, to subscribe for the ordinary shares not
subscribed for pursuant to the exercise of the subscription rights, for their
account and/or in the name and for the account of other institutional investors,
  which subscription is to be formalized and to produce effects on the last day
of the subscription period.

Holders of ordinary shares should note that this public offering is subject to
registration with the Portuguese Securities Exchange Commission ("Comissao do
Mercado de Valores Mobiliarios").

In accordance with the more detailed information to be included in the
prospectus, the Rights Offering is subject to the Portuguese Securities Code,
and is addressed to persons to whom it may lawfully be made. In particular, the
rights and the ordinary shares to be issued upon exercise of the rights, have
not been and will not be registered under the U.S. Securities Act of 1933 and
may not be offered or sold within the United States, and US Persons may not
exercise rights, except pursuant to an exemption from the registration
requirements under that Act, and applicable laws.



Lisbon, February 26, 2003

                        Banco Comercial Portugues, S.A.



For further information:

Miguel Duarte          Banco Comercial Portuegues          Tel: +35 121 321 1081

Toby Moore             Citigate Dewe Rogerson              Tel: +44 20 7638 9571

The contents of this notice, which have been prepared by and are the sole
responsibility of Banco Comercial Portugues, S.A. ("BCP"), have been approved by
Merrill Lynch International and UBS AG, acting through its business group UBS
Warburg, solely for the purposes of Section 21(2)(b) of the Financial Services
and Markets Act 2000 of England.

This notice does not constitute an offer of, or the solicitation of an offer to
subscribe for or buy, any of the ordinary shares to be issued or sold in
connection with the Rights Offering.  Offers should only be made on the basis of
information contained in the prospectus to be issued in due course in connection
with the Rights Offering and any supplements thereto.  The prospectus will
contain detailed information about BCP and its management, as well as financial
statements.  The offer of the ordinary shares in certain jurisdictions may be
restricted by law and therefore potential investors should inform themselves
about and observe any such restrictions.



This notice does not contain or constitute an offer of securities for sale in
the United States.  The securities referred to herein have not been and will not
be registered under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"), and may not be offered or sold in the United States absent
registration or an exemption from registration under the U.S. Securities Act.



This notice and the information contained herein is not for release, publication
or distribution in or into the United States, Canada, Australia, France, Japan
or South Africa.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
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