Banco Espírito Santo, S.A. BES Finance Ltd
PROSPECTUS Banco Espírito Santo, S.A. (Incorporated with limited liability in Portugal) (acting through its head office or its Madeira Free Trade Zone branch or its Cayman Islands branch or its London branch or its Luxembourg branch) and BES Finance Ltd. (Incorporated with limited liability in the Cayman Islands) unconditionally and irrevocably guaranteed by Banco Espírito Santo, S.A. (Incorporated with limited liability in Portugal) (acting through its London branch) €20,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME This Prospectus is valid for the purpose of the listing of Notes on the Official List of the Luxembourg Stock Exchange and the admission to trading of the Notes on the regulated market of the Luxembourg Stock Exchange, for a period of one year from the date of publication. Any Notes (as defined below) issued under the Programme on or after the date of this Prospectus are issued subject to the provisions herein. This Prospectus does not affect any Notes already issued. Under the €20,000,000,000 Euro Medium Term Note Programme (the “Programme”), each of Banco Espírito Santo, S.A. (the “Bank” or “BES”), acting through its head office or its Madeira Free Trade Zone branch or its Cayman Islands branch or its London branch or its Luxembourg branch, and BES Finance Ltd. (“BES Finance” and, together with the Bank in its capacity as an issuer of Notes under the Programme, the “Issuers” and each an “Issuer”) may from time to time and, subject to applicable laws and regulations, issue notes (the “Notes”, which will include Senior Notes, Dated Subordinated Notes, Undated Subordinated Notes and, in the case of the Bank acting through its head office only, Undated Deeply Subordinated Notes (as such terms are defined below)) denominated in any currency agreed between the Issuer of such Notes (the “relevant Issuer”) and the relevant Dealer (as defined below).
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