Banco Santander Totta, S.A

BANCO SANTANDER TOTTA, S.A. (incorporated with limited liability in Portugal) €12,500,000,000 COVERED BONDS PROGRAMME Banco Santander Totta, S.A. (the “Issuer”, “Bank” or “BST”), incorporated under Portuguese law, with head-office at Rua Áurea, no. 88, 1100-063 Lisbon, Portugal, with a registered and fully-paid share capital of €1,256,723,284.00 and registered under the sole registration and taxpayer number 500 844 321 with the Commercial Registry Office of Lisbon, is an authorised credit institution for the purposes of Decree-Law 59/2006, of 20 March 2006 (the “Covered Bonds Law”). The Covered Bonds (as defined below) will constitute mortgage covered bonds for the purposes, and with the benefit, of the Covered Bonds Law. Under this €12,500,000,000 Covered Bonds Programme (the “Programme”), the Issuer may from time to time issue mortgage covered bonds (the “Covered Bonds”) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). Covered Bonds will be issued in nominative form (nominativas) and be represented in book-entry form (forma escritural). The maximum aggregate nominal amount of all Covered Bonds from time to time outstanding under the Programme will not exceed €12,500,000,000 (or its equivalent in other currencies calculated as described herein), subject to increases as described herein. Covered Bonds may be issued on a continuing basis to one or more of the Dealers specified under Overview of the Covered Bonds Programme and any additional Dealer appointed under the Programme from time to time by the Issuer (each a “Dealer” and together, the “Dealers”), which appointment may be for a specific issue or on an on-going basis. References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of Covered Bonds being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to purchase such Covered Bonds. See Risk Factors for a discussion of certain risk factors to be considered in connection with an investment in the Covered Bonds. This document comprises a base prospectus (the “Base Prospectus”) for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended (the “Prospectus Regulation”). This Base Prospectus has been approved by the Comissão do Mercado de Valores Mobiliários (the “CMVM”), as competent authority under the Prospectus Regulation. The CMVM only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer or the quality of the Covered Bonds that are subject of this Base Prospectus. Investors should make their own assessment as to the suitability of investing in the Covered Bonds. Such approval relates only to Covered Bonds which are to be admitted to trading on a regulated market for the purposes of Directive 2014/65/EU (as amended, "MiFID II") and/or which are to be offered to the public in any Member State of the European Economic Area. For these purposes, reference(s) to the European Economic Area include(s) the United Kingdom. This Base Prospectus (as supplemented as at the relevant time, if applicable) is valid for a period of 12 months from the date of approval. The Issuer will, in the event of any significant new factor, material mistake or material inaccuracy relating to information included in this Base Prospectus which may affect the assessment of any Covered Bonds, prepare a supplement to this Base Prospectus or publish a new Base Prospectus for use in connection with any subsequent issue of Covered Bonds. The obligation to prepare a supplement to this Base Prospectus in the event of any significant new factor, material mistake or material inaccuracy does not apply when the Base Prospectus is no longer valid. Application will be made to the Euronext Lisbon – Sociedade Gestora de Mercados Regulamentados, S.A. (“Euronext”) for the admission of Covered Bonds issued under the Programme to be admitted to trading on the regulated market of Euronext Lisbon (“Euronext Lisbon”) and to be admitted to the official list of Euronext Lisbon (the "Official List"). References in this Base Prospectus to Covered Bonds being “listed” (and all related references) shall mean that such Covered Bonds have been admitted to trading on Euronext Lisbon or other regulated market. The Programme provides that Covered Bonds may be listed or admitted to trading, as the case may be, on such other or further stock exchange(s) or markets (including regulated markets) as may be agreed between the Issuer and the relevant Dealer. Under this Programme, the Issuer may also issue unlisted Covered Bonds and/or Covered Bonds not admitted to trading on any market. The Covered Bonds have not been, and will not be, registered under the United States Securities Act 1933, as amended (the “US Securities Act”). The rating of certain Series of Covered Bonds to be issued under the Programme may be specified in the applicable Final Terms. Whether or not each credit rating applied for in relation to or assigned to a relevant Series of Covered Bonds will be issued by a credit rating agency established in the European Union or the United Kingdom and registered under Regulation (EC) no. 1060/2009, as amended (the “CRA Regulation”) will be disclosed in the Final Terms. The Issuer has been assigned a long-term debt rating of “Baa3” with a stable outlook from Moody’s Investors Service Ltd. (“Moody’s”), “BBB” with a stable outlook from Standard & Poor’s Global Ratings Europe Limited (“S&P”), “BBB +” with a negative outlook from Fitch Ratings Limited (“Fitch”) and “A” with a stable outlook from DBRS, Inc. (“DBRS”). Each of Moody’s, S&P and Fitch is established in either the European Union or the United Kingdom and registered under the CRA Regulation. DBRS is not established in either the European Union or the United Kingdom and has not applied for registration under the CRA Regulation. DBRS’ ratings are endorsed by DBRS Ratings Limited in accordance with the CRA Regulation. DBRS Ratings Limited is established in the United Kingdom and registered under the CRA Regulation. ESMA has indicated that ratings issued in the United States of America (“United States”) which have been endorsed by DBRS Ratings Limited may be used in the European Union or the United Kingdom by the relevant market participants. The list of registered and certified rating agencies is published by the European Securities and Markets Authority (“ESMA”) on its website (http://www.esma.europa.eu/) in accordance with the CRA Regulation. As at the date of this Base Prospectus the Programme is rated “Aa3” by Moody’s, “A+” by Fitch and “AA (low)” by DBRS. Arranger Barclays Dealers Santander Banco Santander Totta, S.A. Barclays BNP PARIBAS BofA Securities Credit Suisse Deutsche Bank Goldman Sachs International HSBC Morgan Stanley Natixis Société Générale Corporate & Investment Banking UBS Investment Bank UniCredit Bank This Base Prospectus is dated 29 May 2020. 2 TABLE OF CONTENTS OVERVIEW OF THE COVERED BONDS PROGRAMME ................................................................... 4 IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS AND THE OFFER OF COVERED BONDS GENERALLY .................................................................................... 13 RISK FACTORS ...................................................................................................................................... 17 RESPONSIBILITY STATEMENTS ........................................................................................................ 54 DOCUMENTS INCORPORATED BY REFERENCE ........................................................................... 59 FORM OF THE COVERED BONDS AND CLEARING SYSTEM ...................................................... 61 FINAL TERMS FOR COVERED BONDS ............................................................................................. 64 TERMS AND CONDITIONS OF THE COVERED BONDS ................................................................. 82 CHARACTERISTICS OF THE COVER POOL ................................................................................... 120 INSOLVENCY OF THE ISSUER ......................................................................................................... 129 COMMON REPRESENTATIVE OF THE HOLDERS OF COVERED BONDS .................................. 131 COVER POOL MONITOR ................................................................................................................... 132 DESCRIPTION OF THE ISSUER ........................................................................................................ 134 THE PORTUGUESE MORTGAGE MARKET .................................................................................... 163 ISSUER’S STANDARD BUSINESS PRACTICES .............................................................................. 169 USE OF PROCEEDS ............................................................................................................................ 172 THE COVERED BONDS LAW ............................................................................................................ 173 TAXATION ...........................................................................................................................................

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