Book size: 750; First Pay: 2026-05-05; Redemption: 2031-05-05; Registration: Reg S Only; Comments: EUR500m 6.25yr cpn fxd-to-frn 3.25% at 99.990, yld 3.254%. Spread: MS+72bps. OBL 2.2 10/10/30 #192 (99.200 / B+87.5bps / HR: 109%). Clean-up Call: 75%. LEI: JU1U6S0DG9YLT7N8ZV32;
Deal Comments
Reoffer: MS+72bp / 99.99 / 3.254%
Benchmark: OBL 2.2 10-Oct-30 #192 @ 99.20 / B+87.5bp / HR: 109%
Final Books: Final books over €750m (incl. €100m JLM)
Launched: €500m @ MS+72bp - Books over €1.3bn (incl 100m JLM)
Book Update: Books Over €1bn (excl. JLM)
IPTs: MS+95-100bp
Issuer: Banco Comercial Português, S.A.
LEI: JU1U6S0DG9YLT7N8ZV32
Issuer Rating: Baa1 (stb) by Moody’s / BBB+ (stb) by S&P / BBB+ (pos) by Fitch / AL (stb) by DBRS
Expected Issue Ratings: Baa1 by Moody’s / BBB+ by S&P / BBB+ by Fitch / AL by DBRS
Ranking: Direct, unconditional, unsecured and unsubordinated obligations of the Issuer ranking pari passu among themselves and with all present and future unsecured and unsubordinated obligations of the Issuer which do not qualify as Statutory Senior Non-Preferred Obligations, save for those that have been accorded by law preferential rights
Currency/Size: EUR 500mm
Re-Offer: MS+72bps / 3.254% / 99.990
Reference Bund: OBL 2.2 10-Oct-30 #192 (99.200 / B+87.5bps / HR: 109%)
Settlement date: 05-Feb-26 (T+5)
Maturity date: 05-May-32
Optional Redemption Date: 05-May-31 (the “Optional Redemption Date”)
Coupon: From and including the Settlement Date to, but excluding, the Optional Redemption Date: 3.250 per cent p.a., commencing on 5 May 2026 (short first coupon), annually in arrear, Actual/Actual (ICMA). From the Optional Redemption Date until the Maturity Date: 3-month-Euribor + 72 bps (the “Margin”); quarterly in arrear, Act/360, Modified Following Business Day Convention; Euribor replacement conditions apply
Issuer Call: The Issuer may, on the Optional Redemption Date, having given not less than 10 and not more than 30 days of notice to the Noteholders, redeem in whole, but not in part, the Notes then outstanding at the Optional Redemption Amount, together with accrued interest to, but excluding, the Optional Redemption Date, subject to compliance with Condition 6 (m) (including prior regulatory approval, if applicable, and compliance with Applicable MREL Regulations)
Early Redemption: The Issuer may redeem in whole, but not in part, the Notes then outstanding at par, together with interest accrued to (but excluding) the date of redemption, subject to compliance with Condition 6 (m) (including prior regulatory approval, if applicable, and compliance with Applicable MREL Regulations) if the issuer would be required to pay additional amounts as per Condition 7(a) or upon the occurrence of an MREL Disqualification Event as per Condition 6(g)
Clean-up Call Option: Applicable, at 75%
Substitution and Variation: Upon the occurrence of an MREL Disqualification Event as per Condition 6(g) or in order to ensure the effectiveness and enforceability of Condition 16(d) (contractual recognition of Bail-In, “CROB”), the Issuer according to Condition 6(o) may, having given not less than 10 and not more than 30 days of notice to the Noteholders, either substitute all (but not some only) of the Notes or vary the terms of the Notes without any requirement for the consent or approval of the Noteholders, so that the Notes remain (or become) MREL Compliant Notes
Contractual Recognition of Bail-in: Contractual acknowledgment of Bail-in and Statutory Loss-Absorption Powers by the Relevant Resolution Authority (Condition 16 (d) applies)
Use of Proceeds: An amount equivalent to the net proceeds of the Notes will be used by the issuer for general corporate purposes
Other notable features: No Negative Pledge; Waiver of Set-Off (no noteholder of the Notes may exercise or claim any right of set-off or netting in respect of any amount owed by it to the Issuer arising out of or in connection with the Notes and each such noteholder shall, by virtue of its subscription, purchase or holding of the Notes, be deemed to have waived all such rights of set-off or netting); any gross-up will be limited to interest payments in the circumstances of Condition 7 (a)
Events of Default: As per Condition 9 (b), upon payment default of 14 days, a Noteholder may institute (or apply for the institution of) proceedings for the winding-up of the Issuer in accordance with, and to the extent permitted by, applicable law; No acceleration may occur until a winding-up or dissolution of the Issuer
Governing Law: English Law (save that the form and transfer of the Notes, creation of security over the Notes and the Interbolsa procedures for the exercise of rights under the Notes are governed by Portuguese law)
Documentation: Under the EUR 25bn Euro Note Programme Offering Circular dated 28-May-25 and supplement expected to be dated 29-Jan-26 (and available in preliminary form prior to publication of the final version of such supplement)
Expected Listing: Regulated Market of Euronext Dublin
Denominations: EUR 100,000 x EUR 100,000
Form of Notes: Book Entry Notes, held through Interbolsa
Target Market: MiFID / UK MiFIR Target Market: Eligible Counterparties and Professional investors only (all distribution channels). No EU PRIIPs key information document (KID) or UK PRIIPs KID has been prepared as not available to retail in EEA or in the UK
Selling Restrictions: United States (Reg S only), EEA (including Portugal, France, Italy and Belgium), the United Kingdom, Japan and Singapore
Stabilisation: FCA/ICMA stabilisation applies
Joint-Leads Managers: Credit Agricole CIB, J.P. Morgan, Millennium bcp, Morgan Stanley, UniCredit (B&D)
ISIN: PTBCPNOM0043
Timing: TOE 13:45 UKT / FTT 14:05 UKT
Fees: The Banks will be paid a fee by the Issuer in connection with the transaction. Details of the fee may be made available to investors on request from your usual sales contact
Advertisement: This communication is an advertisement for the purposes of Regulation (EU) 2017/1129 and underlying legislation. It is not a prospectus. The Offering Circular dated 28-May-25 is available at, and the final supplement and the Final Terms relating to the Notes when published will be available at: https://ind.millenniumbcp.pt/en/Institucional/investidores/Pages/Divida-Propetos.aspx