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

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1 THIRD SUPPLEMENT (dated 23 November 2017) to the BASE PROSPECTUS (dated 19 July 2017) BANCO SANTANDER TOTTA, S.A. (incorporated with limited liability in Portugal) 12,500,000,000 COVERED BONDS PROGRAMME This Supplement dated 23 November 2017 (the Supplement ) to the Base Prospectus dated 19 July 2017 as supplemented on 14 September 2017 and on 20 September 2017 (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 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 19 July 2017, prepared in connection with the Programme, as supplemented by a supplement dated 14 September 2017, by a supplement dated 20 September 2017 and by this Supplement dated 23 November II. RISK FACTORS 2. The last sentence of the ninth paragraph of the risk factor headed Potential impact of recovery and resolution measures on the Issuer s activity, in the section headed Risks Specific to the Issuer, under the chapter headed Risk Factors of the Base Prospectus with the wording: As of 31 December 2016, BST s share of that loan was EUR million, which corresponds to 16.6 per cent. of said loan. shall be amended as follows: As of 31 December 2016, BST financed a portion of EUR million of such syndicated loan, which corresponds to 16.6 per cent. thereof. 3. The twelfth paragraph of the risk factor headed Potential impact of recovery and resolution measures on the Issuer s activity, in the section headed Risks Specific to the Issuer, under the chapter headed Risk Factors of the Base Prospectus with the wording: On 20 February 2017, the Bank of Portugal announced that Lone Star has been selected for the final stage of exclusive negotiations with a view to agreeing the final terms and conditions for the acquisition of Novo Banco. On 31 March 2017, the Bank of Portugal announced that a share purchase and subscription agreement relating to the share capital of Novo Banco was entered into between the Portuguese Resolution Fund and Lone Star, which is currently pending completion subject to compliance with several conditions precedent. The Issuer cannot anticipate the final date and/or outcome of this sale procedure. shall be amended as follows: On 20 February 2017, the Bank of Portugal announced that Lone Star has been selected for the final stage of exclusive negotiations with a view to agreeing the final terms and conditions for the acquisition of Novo Banco (the relevant announcement may be consulted at On 31 March 2017, the Bank of Portugal announced that a share purchase and subscription agreement relating to the share capital of Novo Banco was entered into between the Portuguese Resolution Fund and Lone Star. On 18 October 2017, the Bank of Portugal and the Portuguese Resolution Fund concluded the sale of Novo Banco to Nani Holdings, SGPS, S.A., a 100 per cent. subsidiary of LSF Nani Investments S.à.r.l. (Luxembourg), which is owned by several funds belonging to the Lone Star group, with a 2

3 share capital increase of 750 million fully subscribed by Nani Holdings, SGPS, S.A., which will be followed by a further share capital increase of 250 million by the end of As at the date of this Base Prospectus, Nani Holdings, SGPS, S.A. holds 75 per cent. of Novo Banco s share capital and the Portuguese Resolution Fund holds 25 per cent. of Novo Banco s share capital. The Portuguese Resolution Fund remains responsible for its obligations arising from the provision of financial support relating to the implementation of the resolution measures determined by the Bank of Portugal (namely those arising from loans granted to the Portuguese Resolution Fund in the amounts above mentioned), using its own resources available therefor, mainly through contributions received from the banking sector and contributions of the participating institutions in the Portuguese Resolution Fund. According to the information contained in the statement of Bank of Portugal regarding the sale of Novo Banco, which may be consulted at and in the European Commission s press release, which may be consulted at the agreed conditions for the sale of Novo Banco include a contingent capital mechanism, under which the Portuguese Resolution Fund undertakes to make capital injections of up to 3.89 billion in case certain cumulative conditions materialise related with: (i) the performance of an identified set of assets of Novo Banco, and (ii) the evolution of Novo Banco s capitalisation levels. As of the date of this Base Prospectus, any amounts which the Portuguese Resolution Fund may be required to disburse under the contingent capital mechanism described above cannot be estimated. Accordingly, it is also not possible to estimate any impact which any such disbursements could have on the Portuguese Resolution Fund and its resources and, consequently, on the credit institutions which are contributing participants of the Portuguese Resolution Fund, including the Issuer. 4. The thirteenth paragraph of the risk factor headed Potential impact of recovery and resolution measures on the Issuer s activity, in the section headed Risks Specific to the Issuer, under the chapter headed Risk Factors of the Base Prospectus with the wording: In the event that the proceeds from the sale of Novo Banco exceed the sum of the amounts provided by the Portuguese Resolution Fund, the respective surplus will revert to BES, or to its insolvent estate, if in the meantime BES s authorisation has been revoked. shall be deleted. III. OVERVIEW OF THE COVERED BONDS PROGRAMME 3

4 5. The first sentence of the paragraph that makes up 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: This document dated 19 July 2017, as supplemented on 14 September 2017 and as further supplemented on 20 September 2017, 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. shall be amended as follows: This document dated 19 July 2017, as supplemented on 14 September 2017, on 20 September 2017 and on 23 November 2017, 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. IV. DESCRIPTION OF THE ISSUER 6. The ninth paragraph of the section headed Recent Developments, under the chapter headed Description of the Issuer of the Base Prospectus, with the following wording: In the context of the simplified merger project mentioned above, meetings of holders of Covered Bonds which were issued and outstanding prior to the registration of said simplified merger project will take place to consider and vote on said merger. Holders of Covered Bonds may resolve to judicially oppose the envisaged merger on the grounds that it will be detrimental to the exercise of their rights. Such opposition will not prevent the conclusion and definitive registration of the merger, provided that the opposition is dismissed by the competent court under the terms set out in Portuguese law or the opposition is withdrawn or the Issuer satisfies the opposition request or issues a surety as established by agreement or by a court decision or the holders of Covered Bonds give their consent to the definitive registration of the merger or the Issuer provides a deposit of the amounts that may be declared due to the holders of Covered Bonds, all in accordance with the Portuguese law. shall be replaced by the following: In the context of the simplified merger project mentioned above, meetings of holders of Covered Bonds which were issued and outstanding prior to the registration of said simplified merger project were held on 19 October 2017 to consider and vote on the envisaged merger and no judicial opposition was submitted by holders of Covered Bonds. V. DOCUMENTS INCORPORATED BY REFERENCE 7. In the chapter headed Documents Incorporated by Reference of the Base Prospectus, the following wording shall be included as new paragraph (c): 4

5 (c) the unaudited consolidated financial statements of the Issuer (prepared in accordance with IFRS) in respect of the six month period ended 30 June 2017, disclosed on 27 October 2017 (English language version available at and at including the information set out at the following pages in particular: Consolidated balance sheet Page 34 (out of 169) Consolidated statement of income Page 35 (out of 169) Consolidated statement of other comprehensive income Page 36 (out of 169) Consolidated statement of changes in consolidated Shareholders equity Page 37 (out of 169) Consolidated statement of cash flow Page 38 (out of 169) Notes to the consolidated financial statements Pages 39 to 169 Previous paragraph (c) shall be referred as the new paragraph (d) and previous paragraph (d) shall be referred as the new paragraph (e). VI. TAXATION 8. On the fourth paragraph of the section headed Administrative cooperation in the field of taxation, under the chapter headed Taxation, of the Base Prospectus with the following wording: In view of the regime enacted by Decree-Law no. 64/2016, of 11 October, all information regarding the registration of the financial institution, the procedures to comply with the reporting obligations arising thereof and the applicable forms were approved by Ministerial Order (Portaria) no. 302-A/2016, of 2 December 2016, Ministerial Order (Portaria) no B/2016, of 2 December 2016, Ministerial Order (Portaria) no. 302-C/2016, of 2 December 2016, Ministerial Order (Portaria) no. 302-D/2016, of 2 December 2016 and Ministerial Order (Portaria) no. 302-E/2016, of 2 December shall be amended as follows: In view of the regime enacted by Decree-Law no. 64/2016, of 11 October, all information regarding the registration of the financial institution, the procedures to comply with the reporting obligations arising thereof and the applicable forms were approved by Ministerial Order (Portaria) no. 302-A/2016, of 2 December 2016, as amended, Ministerial Order (Portaria) no. 302-B/2016, of 2 December 2016, Ministerial Order (Portaria) no C/2016, of 2 December 2016, Ministerial Order (Portaria) no. 302-D/2016, of 2 December 2016, as amended, and Ministerial Order (Portaria) no. 302-E/2016, of 2 December

6 9. On the fourth paragraph of the section headed Foreign Account Tax Compliance Act, under the chapter headed Taxation, of the Base Prospectus with the following wording: Portugal signed an 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 entered into force on 10 August 2016, and through Decree-Law no. 64/2016, of 11 October 2016, the Portuguese government approved the complementary regulation required to comply with FATCA. Under this legislation the Issuer is required to obtain information regarding certain accountholders and report such information to the Portuguese tax authorities, which, in turn, will report such information to the IRS., the following sentence shall be added at the end of such paragraph: The exchange of information regarding information related to calendar years 2014 and 2015 was due by 10 January For the following calendar years reporting is due by 31 July VII. GENERAL INFORMATION 10. 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 2016 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 2017 and no material adverse change in the financial position or prospects of the Issuer since 31 December The third 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 2015 and 31 December 2016 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 2015 and 31 December 2016 and the unaudited financial statements of the Issuer in respect of the six month period ended 30 June 2017 are incorporated by reference in this Base Prospectus. 6

7 12. The paragraph (b) 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 2015 and 31 December 2016 (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 2015 and 31 December 2016 and the unaudited financial statements of the Issuer in respect of the six month period ended 30 June 2017 (Portuguese and English versions). 7