The Bank's Organizational Model

The General Meeting (GM) is the company body at which all the Bank's shareholders may be present or represented.

The General Meeting's competences include:

• electing its Board, as well as the members of the management and supervisory bodies, and the Remunerations and Welfare Board;
• elect, under the proposal of the Audit Committee, the statutory auditor and the external auditor;
• approve changes to the Articles of Association;
• deliberate on the management report and financial statements, the corporate governance report, the sustainability report and proposals for the appropriation of profits;
• carry out a general appraisal of the management and supervisory bodies;
• deliberate on all matters specifically entrusted to it by law or the Articles of Association and on those submitted to it at the request of the management and supervisory bodies.

Decisions by the Bank's shareholders are taken based on one vote per share, with the exception of the limitations on the number of votes provided for in Article 26 of the Articles of Association.

In the absence of a different contractual clause, the General Meeting resolves by a majority of the votes cast, binding on all shareholders. The General Meeting meets whenever legally convened and at least once a year.

The functioning of the Bank's GM is governed by the Bank's articles of association and the provisions of the Companies Code (CSC) and the Securities Code (CVM).

Board of the General Meeting (2024/2027 - term of office):

Chairperson: Pedro Rebelo de Sousa

Vice-Chairman: Octávio Castelo Paulo

Secretary: Ana Patrícia Moniz Macedo

The Board of Directors (BoD) is the Bank's body with the broadest powers of management and representation of the Company.

The BoD's powers can be its own or delegated and are structured into 8 areas of activity, as set out in its Regulations:

• General and non-delegated powers;
• Internal governance, Organisational Structure and Strategic Planning;
• Internal Control and Risk Management System;
• Related Parties, Conflicts of Interest and Reporting of Irregularities;
• Human Resources Management and Remuneration Policies;
• Conduct and Organisational Culture;
• Outsourcing;
• Activity Monitoring and Indicators.

The Board of Directors is made up of a minimum of fifteen and a maximum of nineteen members, elected by the General Meeting of Shareholders.For the 2022/2025 term of office, the composition is as follows:

Chairperson:
Nuno Manuel da Silva Amado

Vice-Chairpersons:
Jorge Manuel Baptista Magalhães Correia
Valter Rui Dias de Barros
Miguel Maya Dias Pinheiro

Members:
Altina de Fátima Sebastian Gonzalez Villamarin
Ana Paula Alcobia Gray
Cidália Maria Mota Lopes
Esmeralda da Silva Santos Dourado
Fernando da Costa Lima
João Nuno de Oliveira Jorge Palma
José Miguel Bensliman Schorcht da Silva Pessanha
Lingjiang Xu
Lingzi Yuan (Smilla Yuan)
Maria José Henriques Barreto de Matos de Campos
Miguel de Campos Pereira de Bragança
José Pedro Rivera Ferreira Malaquias
Rui Manuel da Silva Teixeira

The Audit Committee (CAud) is the Bank's supervisory body, elected by the General Meeting of Shareholders and composed of a minimum of three and a maximum of five non-executive directors, appointed jointly with the other directors.

The CAud has the powers and responsibilities set out in Article 5(2) of its Regulations and is structured into four areas of activity:

• General supervisory powers;
• Powers related to financial report and accountability and to the Statutory Auditor and External Auditor;
• Powers related to internal control;
• Powers related to reporting irregularities, managing conflicts of interest, transactions with related parties and Increased Risk Debtors.

The current composition of the CAud for the 2022/2025 term of office is as follows:

Chairwoman:
Cidália Maria Mota Lopes

Members:
Fernando da Costa Lima
Valter Rui Dias de Barros

Alternate member
Altina de Fátima Sebastian Gonzalez Villamarin

In order to permanently monitor certain matters specific to the Bank's activity, the Board of Directors (BoD) has formed the following specialised committees, made up of three to five non-executive members:

Nominations and Remunerations Committee

The Nominations and Remunerations Committee (CNR) is responsible for assessing the suitability requirements of members of the BoD, its Committees and key function holders, for defining the Succession and Remuneration policies for Directors and Employees, monitoring their implementation, as well for other matters relating to the Bank's human resources, under the terms of the law and its Regulations.

The current composition of the CNR is as follows:

Chairperson:
Lingzi Yuan (Smilla Yuan)
Members:
Lingjiang Xu
Valter Rui Dias de Barros

Corporate Governance, Ethics and Sustainability Committee

The Corporate Governance, Ethics and Sustainability Committee (CGSES) is responsible for monitoring policies and implementing appropriate processes in terms of corporate governance, conduct, values and social responsibilities and monitors and supervises measures to develop the Bank's activity in terms of sustainability, in accordance with the powers laid down in its  Regulations.

This Committee is also responsible for issuing an opinion on the Corporate Governance Report and the Sustainability Report, in the areas within its remit.

The current composition of the CGSES is as follows:

Chairperson:
Nuno Manuel da Silva Amado
Members:
Lingjiang Xu
José Pedro Rivera Ferreira Malaquias

Risk Assessment Committee

The Risk Assessment Committee (CAvR) is responsible for the Bank's current and future general risk appetite and risk strategy and for monitoring their implementation, under the terms of the law and its  Regulations.

The current composition of this Committee is as follows:

Chairperson:
Fernando da Costa Lima
Members:
Ana Paula Alcobia Gray
Altina de Fátima Sebastian Gonzalez Villamarin

The Executive Committee (EC) is made up of six members of the Board of Directors and is the body to which the latter delegates all the powers necessary for the day-to-day management of the Bank, with the exception of matters it reserves for itself or for specialised committees.

The responsibilities of the Executive Committee are distributed by Divisions, with the Chairperson having the special powers described in the Regulations.

The composition of the Executive Committee for the 2022/2025 term of office is as follows:

Chairperson:
Miguel Maya Dias Pinheiro

Vice-Chairpersons:
Miguel de Campos Pereira de Bragança
João Nuno de Oliveira Jorge Palma

Members:
José Miguel Bensliman Schorcht da Silva Pessanha
Maria José Henriques Barreto de Matos de Campos
Rui Manuel da Silva Teixeira

In order to promote better day-to-day management of the Bank, the Executive Committee has set up the following Commissions and Sub-Commissions:

• Costs and Investments
  • Cost and Investments Sub - Commission
• Corporate
• Human Resources
• Retail
• Private Banking and Investment Products & Services
• Compliance and Operational Risks
• Credit
• Capital Assets and Liabilities Management (CALCO)
• Risk
  • Validation and Monitoring of Models Sub-Commission
• Credit and Non-Performing Assets Monitoring
• Pensions Funds Risk Monitoring
• Operational Resilience
• Sustainability
• Digital Transformation and Technology

The Statutory Auditor (ROC) and his alternate are elected by the General Meeting, under proposal of the Audit Committee (CAud), as provided in the Articles of Association and in the Policy for the Selection and Appointment of the Statutory Auditor or Statutory Audit Firm and the Hiring of Non-Audit Services Not Prohibited.

The Statutory Auditor shall exercise all functions set forth by the law and the articles of association, and shall also be heard on any subject, if requested by the Chairpersons of the BoD or any of its committees.

The composition of the Statutory Auditor for the 2024/2027 term of office is as follows:

Effective: KPMG & Associados - Sociedade de Revisores Oficiais de Contas, S.A., represented by Miguel Pinto Douradinha Afonso
Alternate:  Vítor Manuel da Cunha Ribeirinho

The Remunerations and Welfare Board (CRP) is made up of three to five members appointed by the General Meeting of Shareholders.

The responsibilities of the CRP, as described in its Regulations are as follows:

• Setting and reviewing the remuneration of the members of the corporate bodies and the amount of the Bank's contributions for the purposes of retirement supplements;
• Analysing, on an annual basis, the Remuneration Policy for the members of the Management and Supervisory Bodies (Policy) and approving the respective Autonomous Document, on a proposal from the CNR;
• Submit, annually and jointly with the CNR, the proposal for this Policy for approval by the Bank's General Meeting.

Term of Office 2022/2025

Chairperson:
José António Figueiredo Almaça

Members:
Jorge Manuel Baptista Magalhães Correia
Valter Rui Dias de Barros

The Strategic Board is a non-permanent advisory body to the Bank, with powers to analyse, reflect on and issue recommendations on matters submitted to it by the Board of Directors.

This body has as its members, by virtue of their positions, the Chairperson and Vice-Chairpersons, as well as the Chief Executive Officer, and the BoD may appoint up to five ad-hoc members, to be chosen from among representatives of shareholders with qualified shareholdings and other personalities of recognised merit with a connection to the issues that are analysed by the Strategic Board at any given time, whose functions will cease at the same time as the BoD's term of office.

The Company Secretary and the Alternate Secretary are appointed by the Bank's Board of Directors (BoD), and their term of office matches that of the Board of Directors that appointed them.

In addition to the powers conferred on them by law, in the Articles of Association of the Bank or any other duties that the BoD may decide to entrust them, the Company Secretary shall be responsible for:

• Ensure support to the meetings of the BoD, namely by providing the directors with access to the information and clarifications they eventually need;
• Ensure support for the meetings of the other corporate bodies by ensuring, in compliance with the provisions of the respective Regulations, that the call notice of the meeting is sent in due time, together with the respective agenda and any other supporting documents supplied to them, unless this responsibility is entrusted to the person in charge of the BoD Support Office;
• Keep an up-to-date record of all Committees and Commissions that the BoD or the EC decide to set up;
• Provide support to the Chairpersons of the BoD and of its Committees, including the Executive Committee, in the exercise of their functions so that the performance of these bodies complies with the applicable domestic and EU legislation and with the Bank's articles of association and respective regulations, except when this competence is entrusted to the person in charge of the BoD Support Office.

The position of Company Secretary and their alternate is currently held by:

Company Secretary: Ana Patrícia Moniz Macedo
Alternate Company Secretary: António Augusto Amaral de Medeiros

The Client Ombudsman is an independent entity within BCP's governance structure that ensures the defence and promotion of Customers' rights, guarantees and legitimate interests, as well as impartiality in the analysis and resolution of complaints related to banking and financial services provided by the Bank and other companies it controls operating in Portugal.

The Client Ombudsman acts according with its own Regulations which complies with the rules of Banco de Portugal, the Bank's Code of Conduct and binding internal procedures.

The position of Client Ombudsman is currently held by Jorge Octávio Neto dos Santos.

The Compliance Office's (COFF) mission is to ensure that all the Group's institutions act in compliance with applicable regulations and policies, promoting a culture of integrity and ethics. Its role is to prevent legal, financial and reputational risks, guaranteeing the adoption of good practices and compliance with regulatory obligations.

Roles, Powers and Responsibilities of the Compliance Office:

• Ensuring compliance with the applicable legal rules, regulations and internal policies, acting as the second line of defence in the Bank's internal control structure. In this role, it identifies and assesses compliance risks, issuing guidelines and recommendations to the Bank's various structures to mitigate potential non-compliance and reinforce the culture of compliance;
• Carry out the duties assigned to it by the Bank's statutory bodies, ensuring their execution in accordance with the established competences. That said, decisions are binding within the Bank's structure if they derive from the competences defined for the Compliance Office;
• Drawing up opinions and studies at the request of the Bank's various areas and divisions on matters not covered by the previous responsibilities. This work depends on a prior assessment of its relevance from a compliance perspective. In this consultancy role, the Compliance Office identifies and assesses risks, issuing non-binding recommendations to support decision-making;
• Report to the Board of Directors any non-compliance detected that could expose the organisation to sanctions, financial losses or reputational damage. Furthermore, it draws up and submits a report at least once a year detailing the failures identified and the recommendations made to correct the non-compliances or deficiencies recorded;
• Actively participating in employee training, promoting training sessions on compliance issues for the entire Group. This includes continually updating topics such as the Prevention of Money Laundering and Financing of Terrorism (AML/FT), as well as fostering a culture of internal control within the Group.

The guidelines issued by the Compliance Office, within the scope of the duties assigned by law or other source of legal authority, are binding in nature and may only be overridden with the written authorisation of the directors responsible for the area to which they refer.

In addition, and in the exercise of its functions, the guidelines issued by the Compliance Office will also be binding, unless otherwise decided by the internal decision-making bodies with powers to do so.

In the exercise of its functions and within its responsibilities, the Compliance Office has the power to suspend any transaction or process that it considers to be contrary to the legislation in force.

Interdepartmental ties must be collaborative, without prejudice to the rules on segregation of duties and always guided by mutual respect and observance of the Bank's ethical values.

Compliance Officer: Pedro Manuel Francisco da Silva Dias.

The Risk Office is the organisational structure unit through which the Bank ensures the coordination of the activities inherent to risk management. The Risk Office is responsible for defining, updating and implementing the Group's risk management and control policies, as defined at any given time by the Board of Directors (BoD) of Banco Comercial Português, S.A., as well as aligning the Bank's global objectives and the specific objectives of the organic units with the risk profile and appetite approved by the BoD, ensuring that the Bank has a global view of all the risks to which its activity is or may be exposed.

Hence, the Risk Office focuses its action on the constant promotion of a strong and effective infrastructure for risk management and control, guaranteeing the execution of a set of permanent processes that enable the Group to gain an adequate understanding of the nature and size of the underlying business risks activities (and business support) undertaken, thus enabling the proper implementation of the strategy and the fulfilment of the Group's objectives in a sustainable manner.

Risk management and control activities and processes are governed by a set of internal normative documents, consisting of Group-wide and/or company-specific regulations, which define the policies and procedures to assess, control and report the different types of risk to which the Group's activity is subject. It is the Risk Office's responsibility to keep this body of regulations permanently updated and to propose the issue of any new internal regulations that prove necessary.

In this manner, the risk management function - which, together with the Internal Audit and the Compliance functions, makes up the Group's Internal Control System - identifies, evaluates, monitors and controls all internal and external material risks faced by the Group companies.

In organisational terms, the Risk Office and its head report directly to the Executive Committee (EC), while maintaining a functional report to the Bank's Risk Assessment Committee.

The Risk Officer participates in several of the Commissions that emanate from the EC and is responsible for promoting and coordinating the policies and rules applicable to risk management and control in all the Group's entities, ensuring global risk monitoring and the alignment of concepts, practices and objectives on a consolidated basis. The Risk Officer participates in the Risk Control Committee of the Subsidiaries abroad.

Risk Officer: Luís Miguel Manso Correia dos Santos

Since its foundation, Banco Comercial Português has been committed to providing a complete, rigorous, efficient and available relationship with national and foreign investors, as well as with supervisory entities and the market in general.

The mission of the Investors Relation Division (DRI) is to represent Banco Comercial Português in the capital market, under the terms provided for in the Securities Code and in accordance with the resolution of the EC. The main function of the DRI is to provide a complete, rigorous, transparent, efficient and available relationship with investors, analysts and rating agencies, as well as with the financial markets in general and the respective regulatory authorities, namely with regard to the disclosure of inside information and mandatory information, including the quarterly disclosure of results to the market and the coordination and preparation of the report and financial statements of Banco Comercial Português, S.A. At the same time, the DRI is also responsible for providing answers to questions or requests for clarification, by investors or the general public, on financial information and public information related to the development of the Group's activities.

Contacts of the Investors Relations Department
Telephone: + 351 21 113 10 84
Fax: + 351 21 113 69 82
e-mail:
investors@millenniumbcp.pt
bernardo.collaco@millenniumbcp.pt

Representative for market relations: Bernardo Roquette de Aragão de Portugal Collaço.

The Audit Division (DAU) is the Bank's division responsible for the internal audit function of the BCP Group, responsible for ensuring internal audit responsibilities at the level of the entities in Portugal and for the supervision and coordination of the Group's internal audit activities abroad.

The DAU carries out its mission by adopting principles of internal audit which are internationally recognised and accepted, issuing recommendations based on the outcome of the assessments made, aimed at adding value to the organisation and improving the control and quality of the Bank's operations, contributing to the achievement of its strategic interests and ensuring that:

• The risks are duly identified and managed, and the implemented controls are correct and proportional to the risks;
• The system of assessment of the Bank’s capital is adequate in relation to its level of exposure to risk;
• The different governance bodies interact appropriately, effectively and efficiently;
• The operations are recorded correctly and the operational, financial and management information is rigorous, reliable and provided in due time;
• The safeguard and security of the interests and assets of the Bank and Group or which were entrusted to them are duly ensured;
• Employees perform their duties in conformity with the internal policies, codes of conduct, rules and internal procedures and with the legislation and other applicable regulations;
• Resources are economically acquired, efficiently used and adequately protected;
• Programmes, plans and objectives defined by the management are complied with;
• Legal and regulatory matters that impact the organisation are recognised, clearly understood, and properly addressed.

The mission of the Audit Division also includes the development of investigation activities and disciplinary action.

Head of the internal audit area: Luísa Maria Videira dos Santos

KPMG & Associados - Sociedade de Revisores Oficiais de Contas, S.A. is currently the company that, in addition to carrying out the role of Statutory Auditor, performs the role of External Auditor for the Bank and the Group, having been elected by the General Meeting of 24.5.2024, at the proposal of the Audit Committee (CAud).

The CAud is responsible for the internal supervision of the External Auditor's independence, namely with regard to the provision of non-audit services, as well as the respective performance evaluation.