Caixa Geral de Depositos and Banco Comercial Portugues Announce Agreement on the Sale of Banco Pinto & Sotto Mayor and new co-operation initiatives.

Business Editors

LISBON--(BUSINESS WIRE)--March 31, 2000

Caixa Geral de Depositos ("CGD") and Banco Comercial Portugues (BCP, NYSE: BPC, BCPPRA) announced today that agreement has been reached on the purchase of a controlling stake in Banco Pinto & Sotto Mayor, S.A. ("BPSM") by BCP. In addition, CGD and BCP have agreed to jointly pursue international expansion initiatives as well as to co-operate in the domestic market to maximise efficiencies, whilst preserving independent competitive positions.

Under the terms of the agreement, BCP will purchase a 53% stake in BPSM on April 5, 2000, on the same terms as BCP's public offer preliminarily announced on July 19, 1999. The offer comprises 125 BCP shares for 27 BPSM shares (corresponding to a value of 25.97 euro per share of BPSM based on the closing share price of BCP as at March 30,2000, of 5.61 euro), with a cash alternative of 23.156 euro (4,642 PTE) per BPSM share. CGD Group may exercise the option to elect payment in BCP shares, with a view to the CGD Group holding an equity stake of between 6 and 8 per cent in BCP. BCP will be maintaining its public tender offer and is committed to purchase all shares tendered by BPSM's minority shareholders.

In addition to the purchase of BPSM by BCP, the agreement between CGD and BCP includes joint commitments to pursue a mutually advantageous expansion strategy, focusing on growth opportunities outside the domestic market. To this end, BCP and CGD are exploring the potential for co-operation in international markets.

In the domestic market, CGD and BCP intend to share common operational and technological platforms in the insurance industry, with a view to optimising financial performance and efficiencies.

In a statement, Mr Jorge Jardim Goncalves, Chairman and CEO of BCP commented:

"We are delighted to have reached a successful conclusion to our negotiations to acquire Banco Pinto & Sotto Mayor. The integration of BPSM within our Group will allow BCP to enhance its position in the domestic market, as well as to gain scale in Europe as a strong foundation for further growth.

In addition, our agreements with Caixa Geral de Depositos for domestic and international co-operation will further strengthen our individual positions in the Portuguese financial sector, while providing the scale to optimise resources and operational performance and to promote our recent project and partnership ventures. As a result of the agreement we welcome Caixa Geral de Depositos as a core shareholder in BCP."

Mr Antonio de Sousa, Chairman of CGD, commented:

"The agreement between Caixa Geral de Depositos and Banco Comercial Portugues will allow both institutions to strengthen their activities and respective positions in the Portuguese financial system and, as such, will contribute to a better positioning to face the dual challenges of globalisation and technological advances. The intended co-operation will be a vehicle for extracting synergies and efficiencies with productivity gains in the domestic market, for the further development of each group, whilst maintaining strong individual competitive positions."

CGD is advised in this transaction by Credit Suisse First Boston and BCP is advised by Salomon Smith Barney.