1

SUPPLEMENT DATED 6 JANUARY 2017 TO THE PROSPECTUS DATED 14 MARCH 2016

BANCO BPI, S.A. (incorporated with limited liability in the Republic of Portugal)

EUR 7,000,000,000 Euro Medium Term Note Programme

for the issue of Senior Notes, Dated Subordinated Notes, Undated Subordinated Notes and Undated Deeply Subordinated

Notes

This Supplement (the Supplement) to the Prospectus dated 14 March 2016 (the Prospectus) constitutes a

supplement to the base prospectus for the purposes of article 13 of Part II of the Luxembourg act dated 10 July

2005 relating to prospectuses for securities (the Prospectus Act) and is prepared in connection with the

EUR7,000,000,000 Euro Medium Term Note Programme (the Programme) for the issue of Senior Notes,

Dated Subordinated Notes, Undated Subordinated Notes and Undated Deeply Subordinated Notes established

by Banco BPI, S.A. (BPI). Terms defined in the Prospectus have the same meaning when used in this

Supplement. This Supplement is supplemental to, and should be read in conjunction with the Prospectus and

with the Supplements to the Base Prospectus dated 14 April 2016, 22 April 2016, 4 May 2016, 29 July 2016

and 8 November 2016.

The purpose of this Supplement is (i) to incorporate by reference BPI’s unaudited consolidated results for the

first nine months of 2016, (ii) to update the Risk Factors, (iii) to update the Description of the Issuer and (iv)

to update the Taxation chapter .

BPI accepts responsibility for the information contained in this Supplement. To the best of the knowledge of

BPI (who has taken all reasonable care to ensure that such is the case) the information contained in this

Supplement is in accordance with the facts and does not omit anything likely to affect the import of such

information.

1. SUMMARY

1.1. Element B.5 (“The Group”) of the Summary of the Prospectus, which could be found on page 4, is hereby

amended with the insertion of the following paragraph at its end:

“On the 5 January 2017, Banco BPI informed the market that in execution of the Stock Purchase Agreement, which was

announced to the market on the 7 October 2016, the transfer in favour of Unitel, S.A. (Unitel) of a shareholding interest

representing 2% of the share capital and voting rights of Banco de Fomento Angola, S.A. (BFA) became effective on that

date. As a result of this transfer, Banco BPI and Unitel's shareholdings in BFA stood at 48.1% and 51.9%, respectively.”

2

1.2. Element B.12 (“Selected Key Financial Information”) of the Summary of the Prospectus, which could be

found on page 5, has been entirely replaced as follows:

B.12 Selected Key Financial Information:

There has been no material adverse change in the prospects of BPI and BPI Group since 31 December 2015.

Not applicable. There has been no significant change in the financial or trading position of BPI and BPI

Group since 30 September 2016.

1.3. Element B.13 (“Recent Events”) of the Summary of the Prospectus, which could be found on page 5, has

been entirely replaced as follows:

B.13 Recent

Events:

Not applicable. There have been no recent events particular to the Issuer which are

material to the evaluation of the Issuer’s solvency since the publication of the Issuer's

unaudited financial statements for the first nine months of 2016.

1.4. The risk factor named “The fulfilment of both the current and future capital requirements as set out by the

European authorities and by the Bank of Portugal could lead BPI Group to attract additional capital and/or

to face adverse consequences”, which could be found under the Element D.2 (Risks Specific to the Issuer) of

the Summary of the Prospectus, on page 13 and 14 of the Prospectus, is entirely deleted and replaced as

follows:

“As of 30 June 2016, as per Banco BPI’s first half 2016 Report, Banco BPI’s Common Equity Tier I capital

(CET 1) calculated according ti the CRD IV / CRR rules applicable in 2016 totalled 2.6 th.M.€, which

corresponded to a ratio of of 11 per cent.. CET 1 in domestic activity amounted to 1.8 th.M.€ and corresponded

(Amounts expressed in M.€)

30 September 2016 -

Unaudited Results

30 September 2015 -

Unaudited Results

31 December 2015 -

Audited Report

31 December 2014 -

Audited Report

Total assets 38 718,3 40 891,3 40 673,3 42 628,9

Total Liabilities 35 906,3 38 241,5 37 837,8 40 099,9

Shareholders' equity attributable to the shareholders of BPI 2 386,2 2 263,3 2 406,9 2 110,9

Total Shareholders' Equity 2 812,0 2 649,8 2 835,5 2 529,2

Total Liabilities and Shareholders' Equity 38 718,3 40 891,3 40 673,3 42 628,9

Consolidated Balance Sheets as of 30 September 2015 and 2016 and 31 December 2015 and 2016 (Resume)

(Amounts expressed in M.€)

30 September 2016 -

Unaudited Results

30 September 2015 -

Unaudited Results

31 December 2015 -

Audited Report

31 December 2014 -

Audited Report

Financial margin (narrow sense) 525,5 466,2 624,6 485,3

Financial margin 555,6 493,5 663,4 514,5

Net commission income 234,9 237,1 324,7 312,2

Net income on financial operations 138,4 153,6 194,6 24,9

Net operating income (39,7) (17,3) (32,6) (28,2)

Operating income from banking activity 908,0 894,5 1 181,9 857,7

Overhead costs 505,9 502,5 (670,6) (671,5)

Net income before income tax 321,6 274,9 372,9 (35,8)

Consolidated net income of the BPI Group 182,9 151,0 236,4 (163,6)

Consolidated Statements of Income for periods ended 30 September 2015 and 2016 and 31 December 2015 and 2016 (Resume)

3

to a ratio of 11.1 per cent., and in international activity it stood at 0.8 th.M.€ and corresponded to a ratio of

10.7 per cent..

The fully-implemented CET 1 capital (that is, without benefiting from the phasing.in period envisaged in those

rules) amounted to 2.4 th.M.€ while the ratio stood at 10.1 per cent.. In domestic operations, the CET 1 ratio

was 10.4 per cent. and in international activity it was 9.6 per cent.”

1.5. The second to last paragraph of the header “Factors which are material for the purpose of assessing the

market risks associated with Notes”, which could be found under the Element D.3 (Risks Specific to the Notes)

of the Summary of the Prospectus, on page 16 of the Prospectus, is entirely deleted and replaced as follows:

“There are also certain risks relating to the Notes generally, such as modification and waivers, EU Savings

Directive, OECD CRS and Directive 2014/107/EU and change of law.”

2. RISKS FACTORS

2.1. The risk factor named “The fulfilment of both the current and future capital requirements as set out by the

European authorities and by the Bank of Portugal could lead BPI Group to attract additional capital and/or

to face adverse consequences”, which could be found on page 27 of the Prospectus, is entirely deleted and

replaced as follows:

“The own funds requirements’ represent a measure of the activity risk, namely of the credit risk, market

(currency and trading portfolio risks included) and operational risks, which is calculated according to the

prudential regulations in force.

Regarding credit risk, BPI Group applies the standard approach to obtain the prudential capital requirements.

As to the operational risk, BPI Group uses the basic indicator approach. The capital should not only cover the

applicable requirements on current activity (such as the solvability ratio requirements and any other

requirements imposed by the supervisory authorities) but also take into account the strategic needs of growth,

subject to market conditions (such as the cost of capital and cost of debt) as well as preserve a solid reputation

among its customers, shareholders and other stakeholders.

The own funds required to meet those objectives are calculated taking into account the financial statements of

Banco BPI, pursuant to the applicable law or regulations in force. Basel III Recommendations were enacted

as European Union law through Directive 2013/36/EU of the European Parliament and of the Council of 26

June 2013, on access to the activity of credit institutions and the prudential supervision of credit institutions

and investments firms (“CRD IV”) and Regulation (EU) No 575/2013 of the European Parliament and of the

Council of 26 June 2013, on prudential requirements for credit institutions and investment firms (“CRR”).

CRR is directly applicable to the European States since 1 January 2014 and includes provisions regarding,

for instance, own funds requirements, minimum capital ratios, liquidity ratios.

Regarding capital ratios, the banks were obliged to a minimum compliance with a gradually increase until 1

January 2019 (Core Tier 1 of 4.5 per cent., Tier 1 of 6 per cent. and a total ratio of 8 per cent. in 2019).

CRD IV includes general rules and supervision powers, wages, governance and disclosure requirements as

well as an introduction of 5 addition capital buffers:

4

• A capital conservation buffer of 2.5 per cent. of risk-weight assets;

• Countercyclical capital buffer rate between 0 and 2.5 per cent. of Core Tier 1 assets, pursuant to

the conditions to be established by the competent authorities;

• Systemic risk buffer: i) applicable to the institutions with a global systemic importance: between

1 and 3.5 per cent.; ii) applicable to other institutions with a systemic importance: between 0 and

2 per cent.; and iii) macroprudential systemic risk: between 1 and 3 per cent. or between 3 and 5

per cent., depending on the economical conjecture.

These buffers, apart from the macroprudential systemic risk, are predicted to apply gradually from 2016,

although the Member States may anticipate this.

The Bank of Portugal, in the exercise of its powers as national macro-prudential authority, has decided to set

the countercyclical buffer rate at 0 per cent. of the total risk exposure amount, in the first quarter of 2017. This

buffer applies to all credit exposures to the domestic private non-financial sector of credit institutions and

investments firms in Portugal subject to the supervision of Bank of Portugal or the European Central Bank

(Single Supervisory Mechanism), as applicable. Bank of Portugal will review this decision on a quarterly

basis.

Considering the minimum capital levels already defined on both the CRR and CRD IV, banks shall comply

with:

• Minimum Common Equity Tier 1 ratio: 7 per cent. (4.5 per cent. base value and an additional 2.5

per cent. of capital conservation buffer);

• Minimum Tier 1 ratio: 8.5 per cent. (6 per cent. base value and an additional 2.5 per cent. capital

conservation buffer);

• Total ratio: 10.5 per cent. (8.0 per cent. base value and an additional 2.5 per cent. capital

conservation buffer).

The CRD IV has been transposed in Portugal by Decree-Law no. 157/2014 which has amended several laws

and decree-laws, including the RGICSF.

A 5 year transitory period was projected in order to adapt the previous applicable rules to the new regulations.

As of 30 June 2016, as per Banco BPI’s first half 2016 Report, Banco BPI’s Common Equity Tier I capital

(CET 1) calculated according ti the CRD IV / CRR rules applicable in 2016 totalled 2.6 th.M.€, which

corresponded to a ratio of of 11 per cent.. CET 1 in domestic activity amounted to 1.8 th.M.€ and corresponded

to a ratio of 11.1 per cent., and in international activity it stood at 0.8 th.M.€ and corresponded to a ratio of

10.7 per cent..

The fully-implemented CET 1 capital (that is, without benefiting from the phasing.in period envisaged in those

rules) amounted to 2.4 th.M.€ while the ratio stood at 10.1 per cent.. In domestic operations, the CET 1 ratio

was 10.4 per cent. and in international activity it was 9.6 per cent..

5

Source: Banco BPI’s 2016 first half Report

In accordance with the statement published by Banco BPI on December 16, 2014, the European Commission

published under, among other provisions, paragraph 7 of Article 114 of Regulation (EU) 575/2013 of June

26, 2013 (CRR), the list of countries with regulations and supervision equivalent to those of the European

Union. The list includes 17 countries or territories and does not include the Republic of Angola. Consequently,

as from January 1, 2015 the indirect exposure in kwanzas of Banco BPI: (i) to Angolan State, e (ii) to Banco

Nacional de Angola (BNA), is no longer considered, for the purpose of the calculation of Banco BPI’s capital

6

ratios, weighted for risk established in Angolan regulations for that type of exposure, and starts being

considered weighted by risk established in the CRR.

This meant that as from January 1, 2015, the indirect exposure in kwanzas of Banco BPI to Angolan State and

to Banco Nacional de Angola (BNA) was no longer weighted at 0% or 20% depending on the exposure, in the

calculation of capital ratios, and started being weighted at 100%.

Considering the fact that Banco BPI adhered to the Special Regime for Deferred Tax Assets and the

implementation of new risk weights for indirect exposure of Banco BPI to Angolan State and to BNA, the

proforma Common Equity Tier 1 (CET1) ratios at December 31, 2014 would be:

• CET1 “Phasing in” (rules applicable in 2014): 10.2% (2.0 p.p. lower than the ratio calculated

considering the risk weights in force in December 31, 2014);

• CET1 “fully implemented” (fully implemented rules): 8.6% (1.0 p.p. lower than the ratio

calculated considering the risk weights in forced in December 31, 2014).

The loss of regulatory and supervision equivalence in Angola also has the consequence of indirect exposure

in kwanzas of Banco BPI to Angolan State and to BNA (the latter with the exception of the minimum cash

reserves) to be no longer exempt from application of the limit to large exposures established in article 395 of

the CRR. Termination of this exemption implies that the indirect exposure of Banco BPI to the Angolan State

exceeds, as from January 1, 2015, the limit to large exposures.

Banco BPI requested the European Central Bank (ECB) to approve a change of the consolidation method of

BFA, in order to start applying, for prudential purposes, the equity method, which the ECB has not received

favourably.

In order to restore its compliance with the large exposures limit, Banco BPI has identified the alternative of

making a company legally autonomous, by demerger to a company different from Banco BPI and participated

in by its current shareholders, of the organizational structure needed to carry-out autonomously and

independently from the Divested Company, the activity of managing the participations in African credit

institutions.

In the Shareholders’ General Meeting held on February 5, 2016, the demerger project was subject to voting

but was not approved, because the necessary qualified majority for the purpose has not been reached.

On October 7, 2016, in accordance with a communication issued by Banco BPI available on the website of

the Stock Exchange Commission and of Banco BPI, Unitel, SA (Unitel) has given its agreement to the operation

relating to the sale of 26 111 shares representing, together, 2% (two percent) of the share capital of Banco de

Fomento de Angola, S.A, for the price of 28 million euro, which was proposed in the letter disclosed to the

market on 20 September. In this respect, the two parties signed:

• The contract for the purchase and sale of BFA shares corresponding to 2% of its sharecapital,

which operation will result in Banco BPI’s and Unitel’s holdings in BFA’s share capital

henceforth standing at, respectively, 48.1% and 51.9%;

• The new shareholder agreement relating to BFA.

The purchase and sale contract provides that the transfer to Unitel of the 2% shareholding in BFA is dependent

upon the fulfilment of the following suspensive conditions:

7

• Banco Nacional de Angola (BNA) authorisation with regard to the increase in the qualified

shareholding already held by Unitel in BFA;

• the authorisation of the capital operations required for the payment to Banco BPI, and the

related transfer to Portugal of the agreed price of 28 million euro;

• BNA’s authorisation for the alteration to BFA’s statutes; and

• Approval of the operation by Banco BPI’s General Meeting.

On October 31, 2016, it was announced on the website of the Stock Exchange Commission the convening of a

General Meeting of Banco BPI to meet on November 23 of the same year, at 4:00 p.m.. Under the terms of the

notice, the meeting was called at the request of the Board of Directors, and the agenda was as follows: "Single

point: To resolve on the sale by Banco BPI, SA to Unitel, SA of 26 111 (twenty-six thousand, one hundred and

eleven) shares representing, together, 2% (two percent) of the share capital of Banco de Fomento de Angola,

S.A., under the terms set forth in thepurchase and sale agreement entered into between those two entities. "

Following a proposal submitted by the representative of the Shareholder CaixaBank, SA, the General Meeting

approved by 65.68% of the votes cast the suspension of its work and the continuation thereof for 13 December

2016 at 2.30 pm.

On the General Meeting held on 13 December 2016, Banco BPI’s Shareholders approved the sale by Banco

BPI to Unitel, S.A. of 26,111 (twenty-six thousand, one hundred and eleven) shares, representing, as a whole,

2% (two percent) of the share capital of Banco de Fomento Angola, S.A., as provided in the purchase and sale

agreement entered into between those two entities.

Banco BPI informed on 12 December 2016 that, on 9 December 2016, Unitel paid to Banco BPI, via its

international correspondent bank for US dollars, and pursuant to the terms of the BFA promissory agreement

for the purchase and sale of shares entered into between the Bank BPI and Unitel on December 9, 2008, the

amount of USD 30 M, corresponding to the last installment of the purchase and sale price of 49.9% of BFA

that on that date of 2008 was concluded.

Banco BPI informed the market on 12 December 2016 that the Central Bank of Angola has communicated that

it does not oppose the practice of the following acts:

• Partial amendment to the Articles of Association of Banco de Fomento Angola, SA, namely

Articles 7, 9, 13, 14, 15 and 19;

• Increase in Unitel's qualifying holding in the capital stock of Banco de Fomento Angola, SA,

through the acquisition of 26,111 (twenty-six thousand, one hundred and eleven) common

shares representing 2% of the share capital;

• Indirect acquisition of a qualified holding representing 48.10% of the share capital of Banco

de Fomento Angola, SA, following the settlement of the mandatory and general public offering

launched by CaixaBank on all shares representing the capital stock of Banco BPI, SA.

In the same communication, Banco Nacional de Angola also informed that the three operations referred to

above are understood to be indivisible, i.e. it is assumed that they must occur simultaneously or almost

simultaneously, or if for some reason it is not possible to assure simultaneity, the operation referred to in (ii)

shall precede the operations referred to in (i) and (iii).

8

Banco BPI informed the market, through the press releases disclosed on the 13 and 15 December 2016, that

it had received confirmation that the transfer to Portugal of Banco de Fomento Angola, S.A. (BFA) dividends

for the year 2015 (in the amount equivalent to 36.9 M.€) and the part of 2014 dividends that had not yet been

transferred (in the amount equivalent to 29.2 M.€) was authorized by the National Bank of Angola. On 5

January 2017 Banco BPI informed the market that the transfer of those dividends took place, and the aggregate

amount of 73.4 M.USD (66.1 M.€) was received in Banco BPI account at its international correspondent bank

for US dollars. With this receipt, the process of transferring all BFA dividends whose transfer to Portugal was

pending is complete.

Additionally, on 5 January 2017, Banco BPI informed the market that in execution of the Stock Purchase

Agreement, which was announced to the market on the 7 October 2016, the transfer in favour of Unitel, S.A.

(Unitel) of a shareholding interest representing 2% of the share capital and voting rights of Banco de Fomento

Angola, S.A. (BFA) became effective on that date. As a result of this transfer, Banco BPI and Unitel's

shareholdings in BFA stood at 48.1% and 51.9%, respectively.”

2.2. The second to last paragraph of the risk factor named “Risks related to Withholding Tax”, which could be

found on page 51 of the Prospectus, is entirely deleted and replaced as follows:

“Failure to comply with these procedures and certifications will result in the application of Portuguese

withholding tax at a rate of 25 per cent. (in case of non-resident entities), or a rate of 28 per cent. (in case of

non-resident individuals) or at a rate of 35 per cent. (in case of investment income payments (i) to individuals

or companies domiciled in a “low tax jurisdiction” list approved by Ministerial Order (Portaria) No.

150/2004, of 13 February 2011, as amended by Ministerial Order (Portaria) No. 292/2011 of 8 November

2011 and Ministerial Order No. 345-A/2016 of 30 December 2016, or (ii) to accounts opened in the name of

one or more accountholders acting on behalf of one or more unidentified third parties, in which the relevant

beneficial owner(s) of the income is/are not identified), as the case may be, at the date of this Prospectus, or

if applicable, at reduced withholding tax rates pursuant to tax treaties signed by the Republic of Portugal,

provided that the procedures and certification requirements established by the relevant tax treaty are complied

with (see “Taxation”).”

2.3. The risk factor named “EU Savings Directive”, which could be found on page 52 of the Prospectus, is

entirely deleted and replaced as follows:

“EU Savings Directive, OECD CRS and Directive 2014/107/EU

Under EC Council Directive 2003/48/EC, as amended by EC Council Directive 2014/48/EC, on the taxation

of savings income (the “EU Savings Directive”), Member States are required to provide to the tax authorities

of another Member State details of payments of interest (or similar income) paid by a person within its

jurisdiction to an individual resident in that other Member State. However, for a transitional period, Austria

is instead required (unless during that period it elects otherwise) to operate a withholding system in relation

to such payments (the ending of such transitional period being dependent upon the conclusion of certain other

agreements relating to information exchange with certain other countries). A number of non-EU countries and

9

territories including Switzerland have adopted similar measures (a withholding system in the case of

Switzerland). Please note that Luxembourg, who also applied the withholding system until 31 December 2014,

has implemented the automatic exchange of information system, effective as of 1 January 2015 onwards.

If a payment were to be made or collected through a Member State which has opted for a withholding system

and an amount of, or in respect of, tax were to be withheld from that payment, neither the Issuer nor the Paying

Agent nor any other person would be obliged to pay additional amounts with respect to any Notes as a result

of the imposition of such withholding tax. The Issuer is required to maintain a Paying Agent in a Member State

that is not obliged to withhold or deduct tax pursuant to the EU Savings Directive.

However, on 10 November 2015 the Council of the European Union adopted the Council Directive (EU)

2015/2060, of 10 November 2015, repealing the EU Savings Directive from 1 January 2017 in the case of

Austria and from 1 January 2016 in the case of all other Member States of the European Union (subject to on-

going requirements to fulfil administrative obligations such as the reporting and exchange of information

relating to, and accounting for withholding taxes on, payments made before those dates). This is to prevent

overlap between the EU Savings Directive and a new automatic exchange of information regime to be

implemented under Council Directive 2011/16/EU on Administrative Cooperation in the field of Taxation (as

amended by Council Directive 2014/107/EU). The new regime under Council Directive 2011/16/EU (as

amended) is in accordance with the Global Standard released by the Organisation for Economic Co-operation

and Development in July 2014. Council Directive 2011/16/EU (as amended) is generally broader in scope

than the Savings Directive, although it does not impose withholding taxes.

Portugal has implemented the above Savings Directive on taxation of savings income into the Portuguese law

through Decree-Law no. 62/2005, of 11 March 2005, as amended by Law no. 39-A/2005, of 29 July 2005 and

Law no. 37/2010, of 2 September 2010. Accordingly, it is expected that Decree-Law no. 62/2005, of 11 March

2005, as amended by Law no. 39-A/2005, of 29 July 2005 and Law no. 37/2010, of 2 September 2010 will be

revoked.

Moreover, Council Directive 2014/107/EU was transposed to Portuguese national law on October 2016 by

Decree-Law 64/2016, of October 11 (“Portuguese CRS Law”), which amended Decree-Law number 61/2013,

of May 10, which transposed Directive 2011/16/EU.

Under the Portuguese CRS Law, the first exchange of information will be enacted in 2017 for information

related to the calendar year 2016.”

3. DESCRIPTION OF THE ISSUER

3.1. The heading “Description of the Issuer”, which could be found on page 62 of the Base Prospectus is hereby

amended with the insertion of the following paragraph at its end (and before the heading “History”):

“On the 5 January 2017, Banco BPI informed the market that in execution of the Stock Purchase Agreement, which was

announced to the market on the 7 October 2016, the transfer in favour of Unitel, S.A. (Unitel) of a shareholding interest

representing 2% of the share capital and voting rights of Banco de Fomento Angola, S.A. (BFA) became effective on that

date. As a result of this transfer, Banco BPI and Unitel's shareholdings in BFA stood at 48.1% and 51.9%, respectively.”

10

3.2. The table under the heading “Board of Directors”, which could be found on page 72 and 73 of the Base

Prospectus is entirely deleted and replaced by the following:

“Board of Directors1:

Chairman: Artur Santos Silva

Deputy-Chairman: Fernando Ulrich

Members: Alfredo Rezende de Almeida

António Lobo Xavier

Armando Leite de Pinho

Carla Bambulo

Carlos Moreira da Silva

Gonzalo Gortázar Roateche1

Ignacio Alvarez-Rendueles

Isidro Fainé Casas2

João Pedro Oliveira e Costa

José Pena do Amaral

Lluís Vendrell Pí

Manuel Ferreira da Silva

Marcelino Armenter Vidal2

Maria Celeste Hagatong

Mário Leite da Silva

Pablo Forero Calderón1

Pedro Barreto

Santoro Finance – Prestação de Serviços, S.A.3

Tomaz Jervell

Vicente Tardio Barutel“

4. BANCO BPI's FINANCIAL STATEMENTS:

First nine months of 2016 consolidated information (unaudited accounts)

On the 30 November 2016, BPI published its unaudited consolidated results for the first nine months of 2016

(see table below).

1 Mr. António Domingues and Mr. Edgar Alves Ferreira submitted last 30 May and 13 October, respectively, their resignations as Member of Banco

BPI, S.A.’s Board of Directors. Banco BPI’s Board of Directors resolved, at a meeting held on 26 October 2016, to co-opt to fill the vacancies thus created, Mr. Gonzalo Gortázar Roateche and Mr. Pablo Forero Calderón. The aforesaid co-options have been subject to ratification by the Shareholders

at a General Meeting held on 23 November 2016. 2 Mr. Isidro Fainé Casas and Mr. Marcelino Armenter Vidal submitted last 26 October 2016, their resignations as Members of Banco BPI, S.A.’s Board of Directors. 3 The appointment of the administrator Santoro Finance - Prestação de Serviços, S.A., depends on its appointment of natural person to exercise the

position in his/her own name, pursuant to article 390(4) of the Portuguese Companies Code.

11

A copy of the unaudited consolidated results for the first nine months of 2016, which will be incorporated by

reference in the Prospectus, can be obtained from the website of BPI (http://bpi.bancobpi.pt/) and from the

website of Comissão do Mercado de Valores Mobiliários (www.cmvm.pt).

Information contained in the unaudited consolidated results as at and for the first nine months of 2016 expressly

incorporated by reference herein:

BPI consolidated results for the first nine months of 2016 (unaudited) Pages*

Consolidated balance sheets as of September 30, 2016 and December 31,

2015

28

Interim consolidated statements of income for the periods ended September

30, 2016 and 2015

29

Interim consolidated statements of profit or loss and other comprehensive

income for the periods ended September 30, 2016 and 2015

30

Interim consolidated statements of changes in shareholders' equity for the

periods ended September 30, 2016 and 2015

31

Interim consolidated statements of cash flows for the periods ended

september 30, 2016 and 2015

32

Notes to the interim consolidated financial statements as of September 30,

2016 and 2015

33 - 96

* PDF pages

The information incorporated by reference that is not included in the cross-reference lists contained above, is

considered as additional information and is not required by the relevant schedules of the Regulation (EC) No

809/2004 of 29 April 2004 implementing Directive 2003/71/EC, as amended (“Prospectus Regulation”).

5. TAXATION

5.1 The paragraphs under the heading “Portuguese taxation relating to all payments by the Issuer in respect

of Notes issued within the scope of the Decree Law”, which could be found on pages 149 to 151 of the

Prospectus, are entirely deleted and replaced as follows:

“This section summarises the tax consequences of holding Notes issued by the Issuer when such Notes are

centralised within an EU or EEA based international clearing system (provided, in the latter case, that the EEA

State is bound to cooperate with Portugal under an administrative cooperation arrangement in tax matters similar

to the exchange of information schemes in relation to tax matters existing within the EU Member States) and have

been issued within the scope of the Decree Law. References in this section are construed accordingly.

Investment income (i.e. economic benefits derived from interest, amortisation or reimbursement premiums as well as

other forms of remuneration which may be paid under the Notes) on the Notes, paid to a corporate holder of Notes

(who is the effective beneficiary thereof (the “Beneficiary”)) resident for tax purposes in Portuguese territory

or to a non-Portuguese resident having a permanent establishment therein to which income is imputable, is subject

12

to withholding tax currently at a rate of 25 per cent., except where the Beneficiary is either a Portuguese resident

financial institution (or a non-resident financial institution having a permanent establishment in the Portuguese

territory to which income is imputable) or benefits from a reduction or a withholding tax exemption as specified

by current Portuguese tax law (such as pension funds, retirement and/or education savings funds, share savings

funds, venture capital funds and collective investment undertakings constituted and operating under the laws of

Portugal). In relation to Beneficiaries that are corporate entities resident in Portuguese territory (or non-residents

having a permanent establishment therein to which income is imputable), withholding tax is treated as a

payment in advance and, therefore, such Beneficiaries are entitled to claim appropriate credit against their final

corporate income tax liability.

If the payment of interest or other investment income on Notes is made available to Portuguese resident

individuals, withholding tax applies at a rate of 28 per cent., which is the final tax on that income unless the

individual elects to include such income in his taxable income, subject to tax at progressive income tax rates

of up to 48 per cent.. In the latter circumstance an additional income tax will be due on the part of the taxable

income exceeding EUR as follows: (i) 2.5 per cent. on the part of the taxable income exceeding EUR 80,000

up to EUR 250,000, and (ii) 5 per cent. on the remaining part (if any) of the taxable income exceeding EUR

250,000. Also, if the option of income aggregation is made an additional surcharge will also be due for the tax

year of 2017 according to the taxpayer taxable income, as follows: (i) 0 per cent. for taxable income up to EUR

20,261.00; (ii) 0.88% per cent. for taxable income exceeding EUR 20,261.00 up to EUR 40,522.00; (iii) 2.75 per

cent. for taxable income exceeding EUR 40,522.00 up to EUR 80,640.00; (iv) 3.21 per cent for taxable income

exceeding EUR 80,640.Investment income paid or made available on accounts held by one or more parties on

account of unidentified third parties is subject to a withholding tax rate of 35 per cent., except where the beneficial

owner of the income is identified, in which case the general rules will apply.

Investment income paid or made available on accounts held by one or more parties on account of unidentified

third parties is subject to a withholding tax rate of 35 per cent., except where the beneficial owner of the income is

identified, in which case the general rules will apply.

Under the Decree Law, investment income classified as obtained in Portuguese territory paid to Beneficiaries

considered non-Portuguese resident in respect of debt securities integrated in (i) a centralised system for

securities managed by an entity resident for tax purposes in Portugal (such as CVM managed by Interbolsa),

or (ii) an international clearing system operated by a managing entity established in a member state of the EU

other than Portugal (e.g. Euroclear or Clearstream, Luxembourg) or in a European Economic Area Member

State provided, in this case, that such State is bound to cooperate with Portugal under an administrative

cooperation arrangement in tax matters similar to the exchange of information schemes in relation to tax

matters existing within the EU Member States or (iii) integrated in other centralised systems not covered above

provided that, in this last case, the Portuguese Government authorises the application of the Decree-Law, as

well as capital gains derived from a sale or other disposition of such Notes, will be exempt from Portuguese

taxation.

For the withholding tax exemption to apply, the Decree Law requires that the Beneficiary are: (i) central banks and

agencies bearing governmental nature; or (ii) international bodies recognized by the Portuguese State; or (iii)

13

entities resident in countries with whom Portugal has in force a double tax treaty or a tax information exchange

agreement; or (iv) other entities without headquarters, effective management or a permanent establishment in the

Portuguese territory to which the relevant income is attributable and which are not domiciled in a blacklisted

jurisdiction as set out in the Ministerial Order (Portaria) No. 150/2004, of 13 February 2011, as amended by

Ministerial Order (Portaria) No. 292/2011 of 8 November 2011 and Ministerial Order No. 345-A/2016 of 30

December 2016.

In addition the Beneficiary shall comply with the evidence requirements and procedures of non-residence

status set forth in the Decree Law. If the procedures and certifications of non-residence status or the requirements

to benefit from the withholding tax exemption are not complied with a Portuguese withholding tax will apply at a

rate of 25 per cent. (in case of non-resident entities), at a rate of 28 per cent. (in case of non-resident individuals)

or at a rate of 35 per cent. (in case of investment income payments (i) to individuals or companies domiciled in

a “low tax jurisdiction” list approved by Ministerial Order (Portaria) No. 150/2004, of 13 February 2011, as

amended by Ministerial Order (Portaria) No. 292/2011 of 8 November 2011 and Ministerial Order No. 345-A/2016

of 30 December 2016, or (ii) to accounts opened in the name of one or more accountholders acting on behalf

of one or more unidentified third parties, in which the relevant beneficial owner(s) of the income is/are not

identified), as the case may be, or if applicable, at reduced withholding tax rates pursuant to tax treaties signed by

the Republic of Portugal, provided that the procedures and certification requirements established by the relevant

tax treaty are complied with.

Under the Decree Law, the Notes must be held through an account with one of the following entities: (i) a direct

registered entity, which is the entity with which the debt securities accounts that are integrated in the

centralised system are opened ; (ii) an indirect registered entity, which, although not assuming the role of the

“direct registered entities”, is a client of the latter; or (iii) an entities managing international clearing system

which is an entity that proceeds, in the international market, to clear, settle or transfer securities which are

integrated in centralised systems or in their own registration systems Capital gains obtained on the disposal of

Notes issued by Banco BPI through its Lisbon office, by individuals and by corporate entities not resident in the

Republic of Portugal and without a permanent establishment therein to which the income or gain are attributable

for tax purposes are exempt of taxation. This exemption shall not apply, if the Noteholder (i) is a entity with

headquarters, effective management or a permanent establishment in the Portuguese territory to which the relevant

income is attributable or (ii) is resident in a jurisdiction with a more favourable tax regime than Portugal, as in

Ministerial Order (“Portaria”) No. 150/2004, of 13 February 2011, as amended by Ministerial Order (Portaria)

No. 292/2011 of 8 November 2011 and Ministerial Order No. 345-A/2016 of 30 December 2016, with whom

Portugal has not in force a double tax treaty or a tax information exchange agreement.

If the above exemption does not apply, and the holder is a corporate entity the gains will be subject to corporate

income tax at a rate of 25 per cent.. Capital gains obtained by individuals that are not entitled to said exemption

will be subject to a 28 per cent. flat rate. Under the tax treaties entered into by Portugal, such gains are usually

not subject to Portuguese corporate income tax, but the applicable rules should be confirmed on a case by case basis.

Capital gains obtained on the disposal of Notes issued by the Issuer, by corporate entities resident for tax purposes

in the Republic of Portugal and by non-residents corporate entities with a permanent establishment therein to

14

which the income or gain are attributable are included in their taxable income and are subject to a corporate tax

at a rate of (i) 21 per cent. or (ii) if the taxpayer is a small or medium enterprise as established in Decree-Law

no. 372/2007, of 6 November 2007, 17 per cent. for taxable profits up to EUR 15,000 and 21 per cent. on

profits in excess thereof to which may be added a municipal surcharge (derrama municipal) of up to 1.5 per

cent. of its taxable income. Corporate taxpayers with a taxable income of more than EUR 1,500,000 are also

subject to State surcharge (derrama estadual) of (i) 3 per cent. on the part of its taxable profits exceeding EUR

1,500,000 up to EUR 7,500,000, (ii) 5 per cent. on the part of the taxable profits that exceeds EUR 7,500,000

up to EUR 35,000,000, and (iii) 7 per cent. on the part of the taxable profits that exceeds EUR 35,000,000.

Capital gains obtained on the disposal of Notes issued by the Issuer, by individuals resident for tax purposes in the

Republic of Portugal are subject to tax at a rate of 28 per cent. levied on the positive difference between the

capital gains and capital losses of each year, unless the individual elects to include such income in his taxable

income, subject to tax at progressive income tax rates of up to 48 per cent. In the latter circumstance an

additional income tax will be due on the part of the taxable income exceeding EUR 80,000 as follows: (i) 2.5

per cent. on the part of the taxable income exceeding EUR 80,000 up to EUR 250,000 and (ii) 5 per cent. on

the remaining part (if any) of the taxable income exceeding EUR 250,000. Also, if the option of income

aggregation is made an additional surcharge is due for the tax year of 2017 according to the taxpayer taxable

income, as follows: i) 2.5 per cent. on the part of the taxable income exceeding EUR 80,000 up to EUR 250,000,

and (ii) 5 per cent. on the remaining part (if any) of the taxable income exceeding EUR 250,000. Also, if the

option of income aggregation is made an additional surcharge will also be due for the tax year of 2017

according to the taxpayer taxable income, as follows: (i) 0 per cent. for taxable income up to EUR 20,261.00; (ii)

0.88% per cent. for taxable income exceeding EUR 20,261.00 up to EUR 40,522.00; (iii) 2.75 per cent. for taxable

income exceeding EUR 40,522.00 up to EUR 80,640.00; (iv) 3.21 per cent for taxable income exceeding EUR

80,640..”

5.2 The heading “EU Savings Directive” which could be found on page 153 of the Prospectus is entirely deleted

and replaced as follows:

“EU Savings Directive and Common Reporting Standard

Portugal has implemented the EC Council Directive 2003/48/EC of 3 June 2003 on taxation savings income

into the Portuguese law through Decree Law no 62/2005, of 11 March 2005, as amended by Law no 39-

A/2005, of 29 July 2005, and by Law no. 37/2010, of 2 September 2010. The forms currently applicable to

comply with the reporting obligations arising from the implementation of the EU Savings Directive may be

available for viewing and downloading at www.portaldasfinancas.gov.pt.

However, on 10 November 2015 the Council of the European Union adopted the Council Directive (EU)

2015/2060 of 10 November 2015 repealing the EU Savings Directive from 1 January 2017 in the case of

Austria and from 1 January 2016 in the case of all other Member States of the European Union (subject to on-

going requirements to fulfil administrative obligations such as the reporting and exchange of information

relating to, and accounting for withholding taxes on, payments made before those dates).”

15

5.3 A new heading is included after the heading “EU Savings Directive and Common Reporting Standard”,

which could be found on page 153 of the Prospectus, as follows:

“Automatic Exchange of Information

The OECD approved, in 2014, a Common Reporting Standard (“CRS”) with the aim of providing

comprehensive and multilateral automatic exchange of financial account information ("AEOI") on a global

basis. This goal is achieved through an annual exchange of information between the governments of the more

than 90 jurisdictions (“participating jurisdictions”) that have already adopted the CRS.

Under the CRS, reporting financial institutions are required to identify the holders of financial assets, and

determine whether these holders are tax resident in a participating jurisdiction. If so, financial institutions are

required to report to the competent tax authorities the financial account information of the account holder

(which includes certain entities and their controlling persons), which subsequently are reported to the tax

authorities of the country of residence of the holder. As such, a financial institution may require Investors do

provide further information and/or documentation in relation to their identity and tax residence, in order to

ascertain their CRS status.

On 9 December 2014, Council Directive 2014/107/EU amending Directive 2011/16/EU as regards mandatory

automatic exchange of information in the field of taxation was adopted in order to implement the CRS among

the Member States. This Directive was transposed to Portuguese national law on October 2016, via Decree-

Law 64/2016, of October 11 (“Portuguese CRS Law”), which amended Decree-Law number 61/2013, of May

10, which transposed Directive 2011/16/EU.

Under the Portuguese CRS Law, the first exchange of information will be enacted in 2017 for information

related to the calendar year 2016.”

5.4 The heading “EU Savings Directive”, which could be found on page 154 of the Prospectus, is entirely

deleted.

6. GENERAL INFORMATION

The paragraph under the heading “Significant or Material Change”, which could be found on page 161 of the

Prospectus, is entirely replaced as follow:

“There has been no material adverse change in the prospects of BPI and BPI Group since 31 December 2015

and no significant change in the financial or trading position of BPI, BPI Group, since 30 September 2016”.

Copies of this Supplement can be obtained from the registered office of each BPI and from the specified offices

of the Agent and the Paying Agent for the time being in Luxembourg as described on page 166 of the

Prospectus.

In addition, copies of this Supplement are available for viewing at the Luxembourg Stock Exchange’s website

(www.bourse.lu).

16

To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement

incorporated by reference in the Prospectus by this Supplement and (b) any other statement in or incorporated

by reference in the Prospectus, the statements in (a) above will prevail.

Save as disclosed in this Supplement and in any other supplements to the Prospectus there has been no other

significant new factor, material mistake or inaccuracy relating to information included in the Prospectus since

the approval of the last Supplement (i.e. 8 November 2016).

In accordance with Article 13 paragraph 2 of the Luxembourg Law, investors who, before this supplement is

published, have already agreed to purchase or subscribe for any Notes to be issued under the Programme, have

the right, exercisable within a time limit of two working days after the publication of this supplement, which

means 10 January 2017, to withdraw their acceptances.

Dated 6 January, 2017