Commentary & Deal Flow

Reoffer: 12NC7: MS+133bp / 99.529 / 4.204%
Benchmark: 12NC7: DBR 2.3 15-Feb-33 TWIN @ 97.16 / B+143.3bp / HR 100%

Final Books over €860m. Peak book over €1.65bn (pre-rec)

Launched: 12NC7: €500m @ MS+133bp - Books over €1.65bn (pre-rec)
Book Update: Books Over €1.5bn
IPTs: 12NC7: MS+160a

• Issuer: Banco Comercial Português, S.A.
• LEI Code: JU1U6S0DG9YLT7N8ZV32
• Issuer Ratings: Baa1/BBB+/BBB+/AL (Moody's/S&P/Fitch/DBRS)
• Expected Issue Ratings: Baa3/BBB-/BBB-/BBB (Moody's/S&P/Fitch/DBRS)
• Instrument: Fixed Rate Reset Subordinated Notes
• Ranking: Direct, unconditional and unsecured obligations of the Issuer that, in the event of the winding-up of the Issuer (to the extent permitted by Portuguese law), are wholly subordinated to the claims of all Senior Creditors of the Issuer and shall rank: (i) at least pari passu with other Tier 2 instruments, (ii) in priority to (1) the Issuer’s Tier 1 instruments (2) the Issuer’s undated or perpetual subordinated instruments, unless such instruments rank or are expressed to rank pari passu with, or in priority to, the Notes, (3) all classes of share capital and (4) all other obligations of the Issuer which rank, or are express to rank junior to the Subordinated Notes as defined in the Terms and Conditions of the Notes
• Size: €500m
• Re-Offer: MS+133bp / 99.529 / 4.204%
• Reference Bund: DBR 2.3 15-Feb-33 TWIN (97.16 / B+143.3bps / HR: 100%)
• Format: 12NC7
• Issue Date: 22-Jun-26 (T+5)
• Maturity Date: 22-Jun-38 (12 years)
• Reset Date: 22-Jun-33 (7 years)
• Interest Payment Dates: Annually in arrear on 22 June each year, commencing on 22-Jun-27
• Coupon: From (and including) the Issue Date to, but excluding, the Reset Date, 4.125 per cent per annum. From (and including) the Reset Date to (but excluding) the Maturity Date, at a rate per annum equal to the sum of: (i) the applicable EUR 5 Year Mid-Swap Rate plus (ii) the Reset Margin (133bps)
• Day Count Fraction: Act/Act (ICMA), following unadjusted
• Optional Redemption: The Issuer may, on 22-Jun-33 (the “Optional Redemption Date”), having given not less than 10 and not more than 30 days of notice to the Noteholders, redeem all, and not some only, of the Notes then outstanding at par, together with accrued interest to, but excluding, the Optional Redemption Date, subject to prior approval of the Relevant Authority and other pre-conditions per Condition 6 (m)
• Clean-up Call Option: If the Clean-up Call Minimum Percentage (or more) of the nominal amount of outstanding of the Notes originally issued has been redeemed or purchased and subsequently cancelled as per Condition 6(i), the Issuer may, from (and including) the Settlement Date, having given not more than 30 nor less than 10 days of notice to the Noteholders in accordance with Condition 12, at any time redeem all (but not some only) of the Notes then outstanding at par together, if appropriate, with unpaid interest accrued to (but excluding) the date of redemption, subject to prior approval of the Relevant Authority and other pre-conditions per Condition 6 (m)
• Clean-up Call Minimum Percentage: 75%
• Redemption for Tax Reasons: The Issuer may, subject to prior approval of the Relevant Authority, redeem the Notes in whole, but not in part, at par together with any accrued and unpaid interest thereon to (but excluding) the date fixed for redemption, having given not more than 30 nor less than 10 days of notice to Noteholders in accordance with Condition 12, at any time for tax reasons (reduction/loss of deductibility or the Issuer obliged to pay additional amounts) as per Condition 6 (b), subject to prior approval of the Relevant Authority and other pre-conditions per Condition 6 (m)
• Redemption due to the occurrence of a Capital Event: The Issuer may, subject to the prior approval of the Relevant Authority, redeem the Notes in whole but not in part, at par together with any accrued and unpaid interest having given not more than 30 nor less than 10 days of notice to the Noteholders in accordance with Condition 12, if at any time there is a Capital Event (all or any part of the Notes are not eligible for inclusion in the Tier 2 capital of the Group or the Issuer) as per Condition 6 (c), subject to prior approval of the Relevant Authority and other pre-conditions per Condition 6 (m)
• Substitution and Variation: The Issuer may, upon occurrence of a Capital Event as per Condition 6 (c) or for tax reasons as per Condition 6(b) or to ensure the effectiveness and enforceability of Condition 16(d), without noteholders’ consent, substitute or vary the terms of Notes, including changing the governing law of Condition 16(d) from English law to Portuguese law or any other European law, so that the Notes remain or become Tier 2 Compliant Notes
• Contractual Recognition of Bail-in: Contractual acknowledgment of Bail-in Power by the Relevant Resolution Authority
• Waiver of set-off: Applicable
• Governing Law: English Law, except for Condition 2 (b) (Status of the Notes), form and transfer of Notes, the creation of security over Notes and the Interbolsa procedures for the exercise of rights under the Notes which are governed by Portuguese law
• Documentation: Under the €25bn Euro Note Programme with an offering circular dated 29-May-26
• Expected Listing: Regulated Market of Euronext Dublin
• Denomination: €100,000 x €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 EEA PRIIPs key information document (KID) or disclosure document required by the FCA Product Disclosure Sourcebook 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
• Joint Lead Managers: Crédit Agricole CIB, Goldman Sachs Bank Europe SE (B&D), IMI - Intesa Sanpaolo, J.P. Morgan, Mediobanca, Millennium bcp
• ISIN: PTBCPOOM0034
• Timing: TOE 14:27 UKT / FTT 14:45 UKT
• Use of Proceeds: The net proceeds of the Notes will be used for general corporate purposes of the Issuer
• Fees: The Banks will be paid a fee by the Issuer in respect of the placement of the securities. Details of the fee may be made available to investors on request from your usual sales contact
• Advertisement: The Base Prospectus and the Final Terms, when published, will be available on the websites of the Issuer (https://www.millenniumbcp.pt) and Euronext Dublin (https://www.ise.ie)