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). The payments of all amounts owing in respect of the Notes issued by BES Finance will be unconditionally and irrevocably guaranteed by the Bank, acting through its London branch, pursuant to the Trust Deed (as defined herein). The Final Terms (as defined below) for each Tranche (as defined on page 95 below) of Notes will state whether the Notes of such Tranche are to be (i) senior Notes which, in the case of Notes issued by BES Finance, will be guaranteed on an unsubordinated basis (“Senior Notes”), (ii) dated subordinated Notes which, in the case of Notes issued by BES Finance, will be guaranteed on a subordinated basis (“Dated Subordinated Notes”), (iii) undated subordinated Notes which, in the case of Notes issued by BES Finance, will be guaranteed on a subordinated basis (“Undated Subordinated Notes”) or (iv) undated deeply subordinated Notes (“Undated Deeply Subordinated Notes”), which may be issued by the Bank acting through its head office only. The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed €20,000,000,000 or such greater amount as may be agreed from time to time in accordance with the terms of the Programme Agreement (or its equivalent in other currencies calculated as described herein). The Notes may be issued on a continuing basis to one or more of the Dealers specified on page 10 and any additional Dealer appointed under the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis (each a “Dealer” and together the “Dealers”). References in this Prospectus to the “relevant Dealer” shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to purchase such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see “Risk Factors”. Application has been made to the Commission de Surveillance du Secteur Financier (the “CSSF”) in its capacity as competent authority under the Luxembourg Act dated 10th July, 2005 on prospectuses for securities (the “Prospectus Act 2005”) to approve this document as a base prospectus. The CSSF assumes no responsibility as to the economic and financial soundness of the transactions contemplated by this Prospectus or the quality or solvency of the Issuers in accordance with Article 7(7) of the Prospectus Act 2005. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the Regulated Market of the Luxembourg Stock Exchange and to be listed on the Official List of the Luxembourg Stock Exchange. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche of Notes will be set forth in the final terms (the “Final Terms”) which, with respect to Notes to be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Luxembourg Stock Exchange, will be filed with the CSSF. The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the relevant Issuer, and the relevant Dealer. Each Issuer may also issue unlisted Notes. In the case of Notes held through Interbolsa-Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A. (“Interbolsa’’) (each an “Interbolsa Note’’) the Notes of each Tranche will be in book-entry form (forma escritural) and can be either registered Notes (nominativas) or bearer Notes (ao portador), as specified in the applicable Final Terms. The Notes of each Tranche (other than Interbolsa Notes) will be in bearer form. Bearer Notes other than Interbolsa Notes will (unless otherwise specified in the applicable Final Terms) initially be represented by a temporary global Note, which may be in new global note form, which will be exchangeable either for interests in a permanent global Note or for definitive Notes, as indicated in the applicable Final Terms, all as further described in “Form of the Notes” below. The relevant Issuer, the Bank, acting through its London branch, (where the relevant Issuer is BES Finance) and (in respect of Notes other than Interbolsa Notes) the Trustee may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event a supplement to this Prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes. Any person (an “Investor”) intending to acquire or acquiring any securities from any person (an “Offeror”) should be aware that, in the context of an offer to the public as defined in the Prospectus Directive, the relevant Issuer may be responsible to the Investor for the Prospectus only if the relevant Issuer has authorised that Offeror to make the offer to the Investor. Each Investor should therefore verify with the Offeror whether or not the Offeror is acting in association with the relevant Issuer. If the Offeror is not authorised by the relevant Issuer, the Investor should check with the Offeror whether anyone is responsible for the Prospectus for the purposes of Article 6 of the Prospectus Directive as implemented by the national legislation of each EEA Member State in the context of the offer to the public, and, if so, who that person is. If the Investor is in any doubt about whether it can rely on the Prospectus and/or who is responsible for its contents it should take legal advice. The rating of certain Series of Notes 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 relevant Series of Notes will be issued by a credit rating agency established in the European Union and registered under Regulation (EC) No. 1060/2009 (as amended) (the “CRA Regulation”) will be disclosed clearly and prominently in the Final Terms. The Bank has a rating of “BB-” by Standard & Poor’s Credit Market Services Europe Limited (“S&P”), “Ba3” by Moody’s Investors Service España, S.A. (“Moody’s”) and “BBB (low)” by DBRS Ratings Limited (“DBRS”). S&P, Moody’s and DBRS are established in the European Union and are registered under the CRA Regulation (as amended). As such S&P, Moody’s and DBRS are included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with such Regulation. Arranger HSBC Dealers BANCA IMI BANCO ESPÍRITO SANTO BARCLAYS BNP PARIBAS BOFA MERRILL LYNCH CITIGROUP COMMERZBANK CREDIT AGRICOLE CIB CREDIT SUISSE DEUTSCHE BANK GOLDMAN SACHS INTERNATIONAL HSBC J.P. MORGAN LANDESBANK BADEN – WüRTTEMBERG MITSUBISHI UFJ SECURITIES MORGAN STANLEY NOMURA SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING THE ROYAL BANK OF SCOTLAND UBS INVESTMENT BANK UNICREDIT BANK The date of this Prospectus is 29th May, 2012. Level: 5 – From: 5 – Monday, May 28, 2012 – 13:12 – eprint3 – 4401 Intro This Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the “Prospectus Directive”) as amended (which includes the amendments made by Directive 2010/73/EU (the “2010 PD Amending Directive”) to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area. RESPONSIBILITY STATEMENT Each of BES Finance and the Bank accepts responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of BES Finance and the Bank (each having taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.