Bond Santander Bank 7.5% ( PTBSREOM0028 ) in EUR

Santander Bank

100 % ⇌

Portugal

PTBSREOM0028 ( in EUR )

7.5% per year ( payment 1 time a year)

05/10/2026

Prospectus brochure of the bond Banco Santander PTBSREOM0028 en EUR 7.5%, maturity 05/10/2026

1 000 EUR

205 000 000 EUR

06/10/2026 ( In 336 days )

Banco Santander is a Spanish multinational banking and financial services company with significant operations in Europe, North America, and South America.

The Bond issued by Santander Bank ( Portugal ) , in EUR, with the ISIN code PTBSREOM0028, pays a coupon of 7.5% per year.
The coupons are paid 1 time per year and the Bond maturity is 05/10/2026

BASE PROSPECTUS

BANCO SANTANDER TOTTA, S. A.
(incorporated with limited liability in the Republic of Portugal)
acting through its Lisbon Head Office

and
TOTTA (IRELAND) p.l.c.
(incorporated with limited liability in Ireland)
(each an "Issuer" and together the "Issuers")
with obligations under Notes issued by Totta (Ireland) p.l.c. being unconditionally and irrevocably guaranteed
by BANCO SANTANDER TOTTA, S.A., ACTING THROUGH ITS LONDON BRANCH (the "Guarantor")
EUR 10,000,000,000
Euro Medium Term Note Programme
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 10 July 2005 on prospectuses for securities (the "Prospectus Act
2005") to approve this document as a base prospectus in relation to each Issuer. The CSSF assumes no responsibility
for the economic and financial soundness of the transactions contemplated by this Base Prospectus or the quality or
solvency of either Issuer in accordance with Article 7(7) of the Prospectus Act 2005. Application has also been made to
the Luxembourg Stock Exchange for notes ("Notes") issued under the Programme to be admitted to trading on the
Luxembourg Stock Exchange's regulated market and to be listed on the official list of the Luxembourg Stock Exchange
(the "Official List").
References in this Base Prospectus to Notes being "listed" (and all related references) shall mean that such Notes have
been admitted to trading on the Luxembourg Stock Exchange's regulated market and have been admitted to the Official
List. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in
Financial Instruments Directive (Directive 2004/39/EC).
The Notes will be issued either (i) in the case of Totta (Ireland) p.l.c. ("Totta Ireland") only, in bearer form and accepted
for clearance through Euroclear Bank, SA/NV ("Euroclear") and Clearstream Banking, société anonyme, Luxembourg
("CBL") or (ii) in the case of Banco Santander Totta, S.A., acting through its Lisbon Head Office ("BST") only, in
dematerialised book entry form (forma escritural) integrated in and held through Interbolsa Sociedade Gestora de
Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A. ("Interbolsa"), as operator of the
Portuguese centralised securities system, Central de Valores Mobiliários ("CVM") and can either be nominativas (in
which case Interbolsa, at the request of BST, can ask the Affiliate Members of Interbolsa for information regarding the
identity of the Noteholders and transmit such information to BST) or ao portador (in which case Interbolsa cannot inform
BST of the identity of the Noteholders). The CVM currently has links in place with Euroclear and CBL through accounts
held by Euroclear and CBL with Interbolsa Affiliate Members (as described below).
An investment in the Notes involves certain risks. For discussion of these risks, see "Risk Factors" beginning
on page 14 of this Base Prospectus. Investors should also see the "Terms and Conditions of the Notes Part II 
Portuguese Law Notes; Interbolsa Settlement" beginning on page 69 and "Taxation" beginning on page 118 in respect of
procedures to be followed to receive payments under the Interbolsa Notes (as defined below). Noteholders are required
to take affirmative action as described herein in order to receive payments on the Interbolsa Notes free from Portuguese
withholding tax. Noteholders must rely on the procedures of Interbolsa to receive payments under the Interbolsa Notes.
Banco Santander Totta, S.A. has been assigned a long-term debt rating of "Ba1" with a stable outlook from Moody's
Investors Services Ltd. ("Moody's"), "BB+" with a credit watch (stable) from Standard & Poor's Credit Market Services
Europe Limited ("S&P"), "BBB" with a stable outlook from Fitch Ratings Limited ("Fitch") and "BBB (high)" with a stable
outlook from DBRS, Inc. ("DBRS"). Each of Moody's, S&P and Fitch is established in the European Union and
registered under Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). DBRS is not established in the
European Union 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 European Union
and registered under the CRA Regulation. The European Securities and Markets Authority ("ESMA") has indicated that
ratings issued in the USA which have been endorsed by DBRS Ratings Limited may be used in the EU by the relevant
market participants. The list of registered and certified rating agencies is published by ESMA on its website
(http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation.
Notes issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated, such rating will be
disclosed in the applicable Final Terms and will not necessarily be the same as the rating assigned to any other Notes. A
security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or
withdrawal at any time by the assigning rating agency. Whether or not each credit rating applied for in relation to or
assigned to a relevant Series of Notes will be issued by a credit rating agency established in the European Union and
registered under the CRA Regulation will be disclosed in the applicable Final Terms.

Arranger
Deutsche Bank

Dealers

Banco Santander Totta, S.A.
Barclays
BofA Merrill Lynch
Credit Suisse
Deutsche Bank
Morgan Stanley
Santander

Société Générale Corporate & Investment Banking

The date of this Base Prospectus is 30 May 2016.

2

IMPORTANT INFORMATION
This Base Prospectus comprises two base prospectuses for the purposes of Article 5.4 of the
Prospectus Directive. When used in this Offering Circular, "Prospectus Directive" means Directive
2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing
measure in a relevant Member State of the European Economic Area (the "EEA").
Each of BST, Totta Ireland and the Guarantor (as defined below) (in the case of Notes Issued by Totta
Ireland) (the "Responsible Persons") accepts responsibility for the information contained in this
Base Prospectus and the Final Terms for each Tranche of Notes issued under the Programme. To the
best of the knowledge of the Responsible Persons (having taken all reasonable care to ensure that
such is the case) the information contained in this Base Prospectus is in accordance with the facts
and does not omit anything likely to affect the import of such information.
This Base Prospectus is to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference" below). This Base
Prospectus shall be read and construed on the basis that such documents are incorporated and
form part of this Base Prospectus.
Under this EUR 10,000,000,000 Euro Medium Term Note Programme (the "Programme"), BST or Totta
Ireland may from time to time issue Notes denominated in any currency agreed between the relevant
Issuer and the relevant Dealer (as defined herein).
Payments in respect of Notes issued by Totta Ireland will be unconditionally and irrevocably
guaranteed by Banco Santander Totta, S.A., acting through its London Branch (the "Guarantor").
The maximum aggregate nominal amount of all Notes from time to time outstanding under the
Programme will not exceed EUR 10,000,000,000 (or its equivalent in other currencies calculated as
described herein), subject to increase as described herein.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under
"Overview of the Programme" and any additional Dealer appointed under the Programme from time
to time by the Issuers (each a "Dealer" and together the "Dealers"), which appointment may be for a
specific issue or on an ongoing basis. References in this Base 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 subscribe for such Notes.
The Dealers have not independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability
is accepted by the Dealers as to the accuracy or completeness of the information contained or
incorporated in this Base Prospectus or any other information provided by the Issuers or the
Guarantor in connection with the Programme. No Dealer accepts any liability in relation to the
information contained or incorporated by reference in this Base Prospectus or any other information
provided by the Responsible Persons in connection with the Programme.
No person is or has been authorised by the Responsible Persons to give any information or to make
any representation not contained in or not consistent with this Base Prospectus or any other
information supplied in connection with the Programme or the Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by the Responsible
Persons or any of the Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the Programme
or any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be
considered as a recommendation by the Issuers, the Guarantor or any of the Dealers that any
recipient of this Base Prospectus or any other information supplied in connection with the
Programme or any Notes should purchase any Notes. Each investor contemplating purchasing any
Notes should make its own independent investigation of the financial condition and affairs, and its
own appraisal of the creditworthiness, of the Issuers and the Guarantor. Neither this Base
Prospectus nor any other information supplied in connection with the Programme or the issue of any
Notes constitutes an offer or invitation by or on behalf of the Issuers, the Guarantor or any of the
Dealers to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in
any circumstances imply that the information contained in it concerning the Issuers or the Guarantor
is correct at any time subsequent to its date or that any other information supplied in connection
with the Programme is correct as of any time subsequent to the date indicated in the document

3

containing the same. The Dealers expressly do not undertake to review the financial condition or
affairs of the Issuers or the Guarantor during the life of the Programme or to advise any investor in
Notes issued under the Programme of any information coming to their attention. Investors should
review, inter alia, the most recently published documents incorporated by reference into this Base
Prospectus when deciding whether or not to purchase any Notes.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the
issue price of Notes and certain other information which is applicable to each Tranche (as defined
under "Terms and Conditions of the Notes") of Notes will be set out in a final terms document (the
"Final Terms") which, with respect to Notes to be listed on the Luxembourg Stock Exchange will be
filed with the CSSF. Copies of Final Terms in relation to Notes to be listed on the Luxembourg Stock
Exchange will also be published on the website of the Luxembourg Stock Exchange
(www.bourse.lu).
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, the
Guarantor (in the case of Notes issued by Totta Ireland) and the relevant Dealer. All Notes issued by
Totta Ireland will be listed on a recognised stock exchange. BST may issue unlisted Notes and/or
Notes not admitted to trading on any market or Notes listed or admitted to trading on other stock
exchanges.
IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS AND OFFER OF
NOTES GENERALLY
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any
Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such
jurisdiction.
The distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in
certain jurisdictions. The Issuers, the Guarantor and the Dealers do not represent that this Base
Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with
any applicable registration or other requirements in any such jurisdiction, or pursuant to an
exemption available thereunder, or assume any responsibility for facilitating any such distribution or
offering. In particular no action has been taken by the Issuers, the Guarantor or the Dealers which is
intended to permit a public offering of any Notes outside Luxembourg or distribution of this
document in any jurisdiction where action for that purpose is required. Accordingly, no Notes may
be offered or sold, directly or indirectly, and neither this Base Prospectus nor any advertisement or
other offering material may be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with any applicable laws and regulations. Persons into
whose possession this Base Prospectus or any Notes may come must inform themselves about, and
observe, any such restrictions on the distribution of this Base Prospectus and the offering and sale
of Notes. In particular, there are restrictions on the distribution of this Base Prospectus and the offer
or sale of Notes in the United States, Japan and the EEA (including the United Kingdom, Ireland,
Portugal and France) (see "Subscription and Sale").
This Base Prospectus has been prepared on a basis that would permit an offer of Notes with a
denomination of less than EUR 100,000 (or its equivalent in any other currency) only in
circumstances where there is an exemption from the obligation under the Prospectus Directive to
publish a prospectus. As a result, any offer of Notes in any Member State of the EEA which has
implemented the Prospectus Directive (each, a "Relevant Member State") must be made pursuant to
an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers
of Notes. Accordingly any person making or intending to make an offer of Notes in that Relevant
Member State may only do so in circumstances in which no obligation arises for either of the Issuers
or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or
supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation
to such offer. Neither the Issuers nor any Dealer have authorised, nor do they authorise, the making
of any offer of Notes in circumstances in which an obligation arises for either of the Issuers or any
Dealer to publish or supplement a prospectus for such offer.
Prospective investors should understand the risks of investing in any type of Note before they make
their investment decision. They should make their own independent decision to invest in any type of
Note and as to whether an investment in such Note is appropriate or proper for them based upon
their own judgment and upon advice from such advisers as they consider necessary.

4

The Notes may not be a suitable investment for all investors. Each potential investor in the Notes
must determine the suitability of that investment in light of its own circumstances. In particular,
each potential investor may wish to consider, either on its own or with the help of its financial and
other professional advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained or incorporated by
reference in this Base Prospectus or any applicable supplement;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have
on its overall investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including Notes where the currency for principal or interest payments is different from
the potential investor's currency;
(iv)
understands thoroughly the terms of the Notes and is familiar with the behaviour of financial
markets; and
(v)
is able to evaluate possible scenarios for economic, interest rate and other factors that may
affect its investment and its ability to bear the applicable risks.
Legal investment considerations may restrict certain investments. The investment activities of
certain investors are subject to legal investment laws and regulations, or review or regulation by
certain authorities. Each potential investor should consult its legal advisers to determine whether
and to what extent (1) Notes are legal investments for it (2) Notes can be used as collateral for
various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Notes.
Financial institutions should consult their legal advisers or the appropriate regulators to determine
the appropriate treatment of Notes under any applicable risk-based capital or similar rules.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended, (the "Securities Act") and are subject to U.S. tax law requirements. Subject to certain
exceptions, Notes may not be offered, sold or delivered within the United States or to, or for the
account or benefit of, U.S. persons (see "Subscription and Sale").

PRESENTATION OF INFORMATION
In this Base Prospectus, all references to:
"United States" refer to the United States of America, its territories and possessions;
"U.S. dollars, "U.S.$" and "$" refer to United States dollars;
"Sterling" and "£" refer to pounds sterling, the lawful currency of the United Kingdom; and
"euro", "EUR", "Eur" and "" refer to the currency introduced at the start of the third stage of
European economic and monetary union pursuant to the Treaty on the Functioning of the
European Union, as amended.
Certain figures in this Base Prospectus have been subject to rounding adjustments. Accordingly,
amounts shown as totals in tables or elsewhere may not be an arithmetic aggregation of the figures
which precede them.
In respect of information in this Base Prospectus sourced from a third party, the Responsible
Persons confirm that the information has been accurately reproduced and that as far as the
Responsible Persons are aware and are able to ascertain from information published by that third
party, no facts have been omitted which would render the reproduced information inaccurate or
misleading.

5

TABLE OF CONTENTS
OVERVIEW OF THE PROGRAMME ............................................................................................................. 7
RISK FACTORS .............................................................................................................................................. 14
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................... 36
FORM OF THE NOTES, CLEARING AND PAYMENTS ............................................................................ 38
FORM OF FINAL TERMS ............................................................................................................................. 42
TERMS AND CONDITIONS OF THE NOTES ............................................................................................. 50
Part I ENGLISH LAW NOTES; EUROCLEAR/CBL SETTLEMENT .......................................... 50
Part II PORTUGUESE LAW NOTES; INTERBOLSA SETTLEMENT ....................................... 68
USE OF PROCEEDS ....................................................................................................................................... 84
IMPORTANT DEFINITIONS ......................................................................................................................... 85
DESCRIPTION OF THE ISSUERS: BANCO SANTANDER TOTTA, S.A. ................................................ 86
DESCRIPTION OF THE ISSUERS: TOTTA IRELAND ............................................................................. 113
BUSINESS OF GUARANTOR ..................................................................................................................... 115
THE GUARANTEE ....................................................................................................................................... 116
TAXATION ................................................................................................................................................... 119
SUBSCRIPTION AND SALE ....................................................................................................................... 130
GENERAL INFORMATION ........................................................................................................................ 134

STABILISATION
In connection with the issue of any Tranche of Notes, one or more relevant Dealers named as the
Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) may over-allot
Notes or effect transactions with a view to supporting the market price of the Notes at a level higher
than that which might otherwise prevail. However, there is no assurance that the Stabilisation
Manager(s) (or persons acting on behalf of a Stabilisation Manager) will undertake stabilisation
action. Any stabilisation action may begin on or after the date on which adequate public disclosure
of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any
time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche
of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any
stabilisation action or over-allocation must be conducted by the relevant Stabilisation Manager(s) (or
person(s)) acting on behalf of any Stabilisation Manager(s) in accordance with all applicable laws
and rules.

6

OVERVIEW OF THE PROGRAMME
The following overview does not purport to be complete and is taken from, and is qualified in its
entirety by, the remainder of this Base Prospectus and, in relation to the terms and conditions of any
particular Tranche of Notes, the applicable Final Terms. The Issuers and any relevant Dealer may
agree that Notes shall be issued in a form other than that contemplated in the Terms and Conditions,
in which event, in the case of listed Notes and, if appropriate, a supplement to the Base Prospectus
or a new Base Prospectus will be published.
This Overview constitutes a general description of the Programme for the purposes of Article 22.5(3) of
Commission Regulation (EC) No. 809/2004, as amended, implementing Directive 2003/71/EC ("Prospectus
Regulation").
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes" shall have
the same meanings in this summary.

Issuers:
Banco Santander Totta, S.A., a limited liability company
(sociedade anónima) and a credit institution registered and
incorporated in Portugal, acting as an issuer through its Lisbon
Head Office ("BST") or Totta (Ireland) p.l.c. ("Totta Ireland"), a
public limited company registered and incorporated in Ireland with
activity in the holding and trading of securities and other
investment instruments, as indicated in the applicable Final Terms.
Guarantor:
Obligations in respect of Notes issued by Totta Ireland will be
unconditionally and irrevocably guaranteed by Banco Santander
Totta, S.A., acting through its London Branch.
Risk Factors:
Prospective investors should understand the risks of investing in
any type of Note before they make their investment decision. They

should make their own independent decision to invest in any type
of Note and as to whether an investment in such Note is
appropriate or proper for them based upon their own judgment and
upon advice from such advisers as they consider necessary.

In connection with the Notes there are risk factors relating to:

(a)
the ability of each Issuer to fulfil its obligations under Notes
issued by it; and

(b)
assessing the market risks associated with Notes due to
their particular structure or the nature of the market.

Factors which may affect the ability of BST to fulfil its obligations
under the Notes issued by it include, inter alia:

(i)
exposure to adverse changes in the Portuguese economy;

(ii)
the Euro Zone sovereign debt crisis;

(iii)
the credit risk of borrowers and clients of the BST;

(iv)
a sudden shortage of customer deposits;

(v)
possible rating downgrades of Portugal and its impact on
funding of the economy and on BST's activity and other
market risks to which BST is or may become exposed;

(vi)
deterioration of the business conditions in the mortgage
and construction lending sector;

(vii)
volatility in interest rates;

(viii)
changes in the market interest rates which may affect the
interest rates charged on the interest-earning assets
differently from the interest rates paid on interest-bearing
liabilities;

7

(ix)
foreign exchange rate fluctuations;

(x)
exposure to operational and technological risks;

(xi)
changes in supervisions and regulation; and

(xii)
increased competition in BST's principal areas of
operation.

Totta Ireland's ability to fulfil its obligations under the Notes may be
affected by volatility in interest rates and by its dependence on
Banco Santander Totta, S.A.

There are a number of factors which are material for the purpose
of assessing the market risks associated with Notes issued under
the Programme. These are set out under "Risk Factors" and
include the risks associated with Notes issued under the
Programme associated with their structure.

There are additional factors which are material for the purpose of
assessing the market risks associated with the Interbolsa Notes. In
connection with the Interbolsa Notes (as defined below) there are
also risk factors relating to:

(i)
the Interbolsa Notes being held through accounts of an
Affiliate Member of Interbolsa. Investors must rely on
procedures applied by Interbolsa with respect to:

·
the form and transfer of Interbolsa Notes;

·
payment procedures of the Interbolsa Notes;

·
notice to the holders of the Interbolsa Notes; and

(ii)
the Portuguese tax rules for Interbolsa Notes.

A more detailed description of risk factors begins on page 14
below.

Risk factors are designed both to protect investors from
investments for which they are not suitable and to set out the
financial risks associated with an investment in a particular type of
instrument.
Arranger:
Deutsche Bank AG, London Branch
Dealers:
Banco Santander, S.A.

Banco Santander Totta, S.A.

Barclays Bank PLC

Credit Suisse Securities (Europe) Limited

Deutsche Bank AG, London Branch

Merrill Lynch International

Morgan Stanley & Co. International plc

Société Générale

and any other Dealers appointed in accordance with the
Programme Agreement.
Issuing and Principal Paying Agent:
Deutsche Bank AG, London Branch
Portuguese Paying Agent:
Banco Santander Totta, S.A.
Programme Size:
Up to EUR 10,000,000,000 (or its equivalent in other currencies
calculated as described in the Programme Agreement) outstanding
at any time. The Issuers may increase the amount of the
Programme in accordance with the terms of the Programme
Agreement.

8

Distribution:
Notes may be distributed by way of private or public placement
and in each case on a syndicated or non-syndicated basis (subject
to applicable Irish tax law requirements).
Currencies:
Subject to any applicable legal or regulatory restrictions, any
currency as may be agreed between the relevant Issuer and the
relevant Dealer. Interbolsa Notes can only be issued in such
currencies as Interbolsa may from time to time accept (for the time
being, such currencies are Euro, U.S. dollars, Sterling, Japanese
Yen, Swiss francs, Australian dollars and Canadian dollars). For
the time being, Interbolsa will only settle and clear Notes
denominated in Euro, U.S. dollars, Sterling, Japanese Yen, Swiss
francs, Australian dollars and Canadian dollars.
Certain Restrictions:
Each issue of Notes denominated in a currency in respect of which
particular laws, guidelines, regulations, restrictions or reporting
requirements apply will only be issued in circumstances which
comply with such laws, guidelines, regulations, restrictions or
reporting requirements from time to time (see "Subscription and
Sale") including the following restrictions applicable at the date of
this Base Prospectus.
Maturities:
Such maturities as may be agreed between the relevant Issuer
and the relevant Dealer, subject to such minimum or maximum
maturities as may be allowed or required from time to time by the
relevant central bank (or equivalent body) or any laws or
regulations applicable to the relevant Issuer or the relevant
Specified Currency. Notes will not be issued with a maturity of less
than one year.
Issue Price:
Notes may be issued on a fully-paid basis and at an issue price
which is at par or at a discount to, or premium over, par.
Form of Notes:
The Global Notes and Definitive Notes will be issued in bearer
form as described in "Form of the Notes, Clearing and Payments".
BST will not issue Global Notes or Definitive Notes.

The Interbolsa Notes (the "Interbolsa Notes") issued in
dematerialised book-entry form ("forma escritural") are and will be
held through the accounts of affiliate members of the Portuguese
central securities depositary (each an "Affiliate Member of
Interbolsa") and the manager of the Portuguese settlement
system, Interbolsa-Sociedade Gestora de Sistemas de Liquidação
e de Sistemas Centralizados de Valores Mobiliários, S.A.
("Interbolsa"), as operator and manager of the "Central de Valores
Mobiliários" (the "CVM") and can either be nominativas (in which
case Interbolsa, at the request of BST, can ask the Affiliate
Members of Interbolsa for information regarding the identity of the
Noteholders and transmit such information to the Issuer) or ao
portador (in which case Interbolsa cannot inform BST of the
identity of the Noteholders). The form of the Interbolsa Notes is
described more comprehensively in "Form of the Notes, Clearing
and Payments". Totta Ireland will not issue Interbolsa Notes.

If the applicable Final Terms specifies that U.S. Treasury
Regulations Section 1.163-5(c)(2)(i)(C) (or any successor United
States Treasury Regulation section, including without limitation,
regulations issued in accordance with Internal Revenue Service
Notice 2012-20 or otherwise in connection with the United States
Hiring Incentives to Restore Employment Act of 2010) (the
"TEFRA C Rules") applies, a Tranche of Notes in bearer form will
be represented by a global Note without interest coupons or talons
(a "TEFRA C Global Note"). A TEFRA C Global Note may be
exchangeable in whole or, in the circumstances described in such
Notes, in part for Definitive Notes:

9

(i)
upon not less than 60 days' written notice being given to
the Agent by Euroclear and/or CBL (as defined below)
acting on the instructions of any holder of an interest in
such TEFRA C Global Note; or

(ii)
upon the occurrence of an Exchange Event (as defined in
"Form of the Notes" below),

in each case, as specified in the applicable Final Terms.

If the applicable Final Terms specifies that U.S. Treasury
Regulations Section 1.163-5(c)(2)(i)(D) (or any successor United
States Treasury Regulation section, including without limitation,
regulations issued in accordance with Internal Revenue Service
Notice 2012-20 or otherwise in connection with the United States
Hiring Incentives to Restore Employment Act of 2010) (the
"TEFRA D Rules") applies, a Tranche of Notes in bearer form will
initially be represented by a temporary global Note without interest
coupons or talons (a "Temporary Global Note"). Each Tranche of
Notes represented by a Temporary Global Note will be deposited
on the relevant Issue Date with a common depositary or common
safekeeper, as the case may be, for Euroclear and/or CBL and will
be exchangeable in accordance with its terms for either a
permanent global Note (a "Permanent Global Note") or Definitive
Notes (as specified in the applicable Final Terms) in each case not
earlier than 40 days after the relevant Issue Date upon certification
of non-U.S. beneficial ownership as required by U.S. Treasury
Regulations. A Permanent Global Note may be exchanged for
Definitive Notes in the circumstances set out in (i) or (ii) as referred
to in the immediately preceding paragraph, construing references
to a TEFRA C Global Note as references to a Permanent Global
Note, in each case as specified in the applicable Final Terms.

If neither TEFRA C nor TEFRA D is applicable, the applicable
Final Terms will specify "TEFRA not applicable".

Interests in a Global Note will be transferable only in accordance
with the applicable rules and procedures for the time being of CBL
and/or Euroclear.
Fixed Rate Notes:
Fixed interest will be payable on such date or dates as may be
agreed between the relevant Issuer and the relevant Dealer and
on redemption, and will be calculated on the basis of such Day
Count Fraction as may be agreed between the relevant Issuer and
the relevant Dealer.
Floating Rate Notes:
Floating Rate Notes will bear interest at a rate determined:

(i)
on the same basis as the floating rate under a notional
interest rate swap transaction in the relevant Specified
Currency governed by an agreement incorporating the
2006 ISDA Definitions (as published by the International
Swaps and Derivatives Association, Inc., and as amended
and updated as at the Issue Date of the first Tranche of
the Notes of the relevant Series); or

(ii)
on the basis of the reference rate set out in the applicable
Final Terms.

The Margin (if any) relating to such floating rate will be agreed
between the relevant Issuer and the relevant Dealer for each
Series of Floating Rate Notes.

Floating Rate Notes may also have a maximum interest rate, a
minimum interest rate or both.
Interest on Floating Rate Notes in respect of each Interest Period,

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