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Banco Comercial Portugues - AGM 22 May 2019

In item 4, shareholders are called to a binding vote on the Bank's remuneration policy. No significant changes were made in 2018, except the option to pay extraordinary contributions to the executives' pension plan. The Bank's remuneration policy only includes the general principles: the executive variable remuneration is capped at 200% of the base salary, it is based on an annual bonus and a long-term incentive and shall be partially paid in shares (at least 50%). Performance indicators are not disclosed. We strongly regret that no details are disclosed regarding the variable remuneration structure and performance conditions, and we have serious concerns over the possibility to pay extraordinary pension contributions to executive Directors. Therefore, we recommend opposition.

In item 11, we also recommend opposing the authorization to purchase own shares and bonds, as the maximum price of the repurchases (115% of the market price) exceeds ECGS' voting policy limit of 110% of the market price.

Banco Comercial Portugues S.A.,

Banco Comercial Portugues is a privately-owned bank that provides a range of banking activities and financial services in Portugal and abroad, with a focus on commercial banking, corporate and investment banking and asset management and private banking. Co. operates in the following segments: Portugal, which consists of retail banking (including ActivoBank), companies (including companies and corporate and investment banking), asset management and private banking, and non-core business portfolio; and foreign activity, which consists of Poland, Angola, and Mozambique. As of Dec 31 2014, Co. had total assets of Euro76.36 billion.


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