BANCO SANTANDER TOTTA, S.A. 12,500,000,000 COVERED BONDS PROGRAMME

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1 FIRST SUPPLEMENT (dated 16 December 2016) to the BASE PROSPECTUS (dated 14 July 2016) BANCO SANTANDER TOTTA, S.A. (incorporated with limited liability in Portugal) 12,500,000,000 COVERED BONDS PROGRAMME This Supplement dated 16 December 2016 (the Supplement ) to the Base Prospectus dated 14 July 2016 (the Base Prospectus ) constitutes a supplement to the Base Prospectus for the purposes of Articles 135-C, 142 and 238 of the Portuguese Securities Code prepared in connection with the 12,500,000,000 Covered Bonds Programme (the Programme ) established by Banco Santander Totta, S.A. (the Issuer, fully identified in the Base Prospectus). Terms defined in the Base Prospectus have the same meaning when used in this Supplement. For the purposes of the applicable legal provisions, each of the Issuer, the members of its Board of Directors, the members of its Audit Board (see Management and Statutory Bodies in the Base Prospectus) and its Statutory Auditor (see Management and Statutory Bodies in the Base Prospectus) hereby declare that, to the best of their knowledge (each having 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. This Supplement is supplemental to, and should be read in conjunction with, the Base Prospectus. To the extent that there is any inconsistency between any statement in this Supplement and any other statement in or incorporated by reference in the Base Prospectus, the statements in this Supplement will prevail. Save as disclosed in this Supplement, no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus has arisen or been noted, as the case may be, since the publication of the Base Prospectus.

2 I. GENERAL AMENDMENT 1. References to, and the definitions of, the Base Prospectus shall be construed as referring to the base prospectus dated 14 July 2016, prepared in connection with the Programme, as supplemented by this Supplement dated 16 December II. RISK FACTORS 2. The first sentence of the first paragraph of the section headed "Portugal may be subject to further rating reviews by the rating agencies, with implications on the funding of the economy and on the Issuer s activity, under the chapter headed Risk Factors of the Base Prospectus with the wording: III. Current ratings of the Portuguese Republic are as follows: S&P: BB+ as of 18 September 2015, with credit watch stable as of 18 March 2015; Moody s: Ba1 as of 27 July 2014, with a stable outlook also as of 27 July 2014; Fitch: BB+ as of 4 November 2011, with a stable outlook as of 4 March 2016; DBRS: BBB (low) as of 30 January 2012, with a stable outlook as of 29 April shall be amended as follows: Current ratings of the Portuguese Republic are as follows: S&P: BB+ as of 18 September 2015, with credit watch stable as of 16 September 2016; Moody s: Ba1 as of 27 July 2014, with a stable outlook also as of 27 July 2014; Fitch: BB+ as of 4 November 2011, with a stable outlook as of 19 August 2016; DBRS: BBB (low) as of 30 January 2012, with a stable outlook as of 21 October OVERVIEW OF THE COVERED BONDS PROGRAMME 3. The first paragraph of the section headed Listing and Admission to Trading, under the chapter headed Overview of the Covered Bonds Programme of the Base Prospectus, with the wording: IV. This document dated 14 July 2016 has been approved by the CMVM as a base prospectus and application will be made to Euronext for the admission of Covered Bonds issued under the Programme to trading on the regulated market Euronext Lisbon ( Euronext Lisbon ). shall be amended as follows: This document dated 14 July 2016, as supplemented on 16 December 2016, has been approved by the CMVM as a base prospectus and application will be made to Euronext for the admission of Covered Bonds issued under the Programme to trading on the regulated market Euronext Lisbon ( Euronext Lisbon ).. DOCUMENTS INCORPORATED BY REFERENCE 4. In the chapter headed Documents Incorporated by Reference of the Base Prospectus, the following wording shall be included as new paragraph (c): (c) the unaudited financial statements of the Issuer in respect of the six month period ended 30 June 2016, disclosed on 26 September 2016 (English language version available at and at including the information set out at the following pages in particular: Unaudited consolidated financial statements (prepared in accordance with IFRS) for the six month period ended 30 June Pages 31 to 185 2

3 2016 Consolidated balance sheet Page 32 Consolidated statement of income Page 33 Consolidated statement of other comprehensive income Page 34 Consolidated statement of changes in consolidated Page 35 shareholder s equity Consolidated statement of cash flow Page 36 Notes to the financial statements Pages 37 to 185 Previous paragraph (c) shall be referred as the new paragraph (d) and previous paragraph (d) shall be referred as the new paragraph (e). V. DESCRIPTION OF THE ISSUER 5. In the section headed Management and Statutory Bodies, under the chapter headed Description of the Issuer of the Base Prospectus, the first paragraph with the wording: The management and statutory bodies listed below were elected for the years 2013/2015 and their replacement in functions for the following mandate, as set out below, is subject to the authorisation or non-opposition of the competent supervisory authorities as explained below. shall be amended as follows: The management and statutory bodies listed below were elected for the years 2013/2015 and their replacement in functions for the following mandate, as set out below, was subject to the authorisations or non-oppositions of the competent supervisory authorities described below. 6. In the section headed Management and Statutory Bodies, under the chapter headed Description of the Issuer of the Base Prospectus, the following sentence: The beginning of exercise of functions of the management and audit bodies, as well as of the auditor is subject to the authorisation or non-opposition of the competent supervisory authorities. shall be amended as follows: The authorisation or non-opposition procedure of the competent supervisory authorities concerning the exercise of functions by the management and audit bodies was successfully concluded on 12 September The Issuer s appointed management and audit bodies have begun to exercise functions on that same date.. 7. In the section headed Management and Statutory Bodies, under the chapter headed Description of the Issuer of the Base Prospectus, the following sentence: Statutory Auditor and Auditor PricewaterhouseCoopers & Associados, Sociedade de Revisores Oficiais de Contas, Lda. shall be amended as follows: Statutory Auditor and Auditor PricewaterhouseCoopers & Associados, Sociedade de Revisores Oficiais de Contas, Lda., represented by Aurélio Adriano Rangel Amado 3

4 Executive Committee Chairman Members António José Sacadura Vieira Monteiro Inês Oom Ferreira de Sousa João Baptista Leite José Carlos Brito Sítima José Urgel Moura Leite Maia Luís Filipe Ferreira Bento dos Santos Manuel António Amaral Franco Preto Pedro Aires Coruche Castro e Almeida 8. After the last paragraph of the section headed Recent Developments, under the chapter headed Description of the Issuer of the Base Prospectus, the following paragraph shall be added: VI. On 30 November 2016, Fitch informed the market on the rating decision concerning the covered bonds issued by BST, which has been upgraded from A- to A, with a stable outlook. TAXATION 9. On the first and fourth paragraphs of the section headed Covered Bonds not held through a centralised control system, sub-headings Individuals resident in Portugal, under the chapter headed Taxation of the Base Prospectus, the sentence: From 1 January 2017 onwards, it is foreseen that such additional surcharge will no longer be applicable., shall be deleted. 10. On the first and fourth paragraphs of the section headed Covered Bonds not held through a centralised control system, sub-heading Individuals resident in Portugal, under the chapter headed Taxation of the Base Prospectus, after the sentence: From 1 January 2017 onwards, it is foreseen that such additional surcharge will be revoked., inserted as per number 5 above, the following shall be added: However, the Portuguese State Budget Proposal for 2017 has established that such revocation will occur gradually throughout the year 2017 according to the income brackets of taxpayers. 11. On the third paragraph under the section headed Covered Bonds held through a centralised control system, under the chapter headed Taxation of the Base Prospectus, the sentence: i.e. the entity affiliated to the centralised system where the securities are integrated shall be replaced by the following: 4

5 i.e. the entity affiliated to the centralised system where the Covered Bonds are integrated. 12. On the third paragraph of the section headed Covered Bonds held through a centralised control system, under the chapter headed Taxation of the Base Prospectus, the sentence: as the entity holding the relevant account with the relevant centralised system in which the Covered Bonds are integrated, shall be deleted. 13. On the first paragraph of the section headed EU Savings Directive, under the chapter headed Taxation of the Base Prospectus, the reference to: Council Directive 2011/16/EU of 15 February, shall be deleted and replaced by the following: Council Directive 2014/107/EU of 9 December 2014, which amended Council Directive 2011/16/EU of 15 February A new paragraph shall be added at the end of the section headed EU Savings Directive, under the chapter headed Taxation of the Base Prospectus, with the following wording: The Council Directive 2014/107/EU of 9 December 2014 regarding the mandatory automatic exchange of information in the field of taxation was transposed into the Portuguese Law through the Decree-Law no. 64/2016, of 11 October. Under such law, the Issuer will be required to collect information regarding certain accountholders and report such information to Portuguese Tax Authorities which, in turn, will report such information to the relevant Tax Authorities of EU Member States or States which have signed the Multilateral Competent Authority Agreement on Automatic Exchange of Financial Account Information for the Common Reporting Standard. 15. The fourth paragraph of the section headed Foreign Account Tax Compliance Act, under the chapter headed Taxation of the Base Prospectus, with the wording: Although Portugal has signed an IGA with the United States which is not yet in force, it has recently implemented, through Law no. 82-B/2014, of 31 December 2014, the legal framework based on the reciprocal exchange of information with the United States on financial accounts subject to disclosure in order to comply with FATCA. Under this legislation the Issuer will be required to obtain information regarding certain accountholders and report such information to the Portuguese government, which, in turn, would report such information to the IRS. It is foreseen that additional legislation will be created in Portugal namely on certain procedures, rules and dates in connection with FATCA. shall be deleted and replaced by the following: Portugal signed the IGA with the United States on 6 August 2015, and has implemented through Law no. 82-B/2014, of 31 December 2014, the legal framework based on the reciprocal exchange of information with the United States on financial accounts subject to disclosure. The IGA has entered into force in 10 August 2016, and through the Decree-Law no. 64/2016, of 11 October 2016, Portuguese government approved the complementary regulation required to comply with FATCA. Under the referred legislation the Issuer is required to obtain information regarding certain accountholders and report such 5

6 information to the Portuguese Tax Authorities, which, in turn, will report such information to the IRS. VII. GENERAL INFORMATION 16. The paragraph of the section headed Significant or material change, under the chapter headed General Information of the Base Prospectus, with the wording: There has been no significant change in the financial or trading position of the Issuer since 31 December 2015 and no material adverse change in the financial position or prospects of the Issuer since 31 December shall be amended as follows: There has been no significant change in the financial or trading position of the Issuer since 30 June 2016 and no material adverse change in the financial position or prospects of the Issuer since 31 December The second paragraph of the section headed Accounts, under the chapter headed General Information of the Base Prospectus, with the wording: The financial statements of the Issuer in respect of the financial years ended 31 December 2014 and 31 December 2015 are incorporated by reference in this Base Prospectus. shall be amended as follows: The financial statements of the Issuer in respect of the financial years ended 31 December 2014 and 31 December 2015 and the unaudited financial statements of the Issuer in respect of the six month period ended 30 June 2016 are incorporated by reference in this Base Prospectus. 18. The paragraph (c) of the section headed Documents Available, under the chapter headed General Information of the Base Prospectus, with the wording: the audited consolidated financial statements of the Issuer and the auditor s report contained in the Issuer s Annual Report in respect of the financial years ended 31 December 2014 and 31 December 2015 (Portuguese and English versions). shall be amended as follows: the audited consolidated financial statements of the Issuer and the auditor s report contained in the Issuer s Annual Report in respect of the financial years ended 31 December 2014 and 31 December 2015 and the unaudited financial statements of the Issuer in respect of the six month period ended 30 June 2016 (Portuguese and English versions). 6