Obligation Santander Totta Banco 0% ( PTBSPROM0025 ) en EUR

Société émettrice Santander Totta Banco
Prix sur le marché 100 %  ⇌ 
Pays  Portugal
Code ISIN  PTBSPROM0025 ( en EUR )
Coupon 0%
Echéance 27/06/2016 - Obligation échue



Prospectus brochure de l'obligation Banco Santander Totta PTBSPROM0025 en EUR 0%, échue


Montant Minimal 50 000 EUR
Montant de l'émission 32 100 000 EUR
Description détaillée Banco Santander Totta est une banque portugaise, filiale du groupe bancaire espagnol Banco Santander, offrant une gamme complète de services financiers aux particuliers et aux entreprises.

L'Obligation émise par Santander Totta Banco ( Portugal ) , en EUR, avec le code ISIN PTBSPROM0025, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 27/06/2016









BASE PROSPECTUS
SANTANDER TOTTA, SGPS, S.A.
(incorporated with limited liability in the Republic of Portugal)
and

BANCO SANTANDER TOTTA, S. A.
(incorporated with limited liability in the Republic of Portugal)
acting through its Lisbon Head Office
EUR 10,000,000,000
Euro Medium Term Note Programme
Under the EUR 10,000,000,000 Euro Medium Term Note Programme (the "Programme"), Banco Santander Totta, S.A.
("BST") and Santander Totta, SGPS, S.A. ("SGPS" or "ST, SGPS") (BST and SGPS together, the "Issuers" and each, an
"Issuer"), subject to compliance with al relevant laws, regulations and directives, may from time to time issue Euro Medium
Term Notes (the "Notes"). The aggregate nominal amount of Notes outstanding wil not at any time exceed EUR
10,000,000,000 (or the equivalent in other currencies).
This base prospectus (the "Base Prospectus") has been approved as a base prospectus by the Commission de
Surveillance du Secteur Financier (the "CSSF"), as competent authority under Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation") and the Luxembourg law relating to
prospectuses for securities dated 16 July 2019 (Loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières et
portant mise en oeuvre du règlement (UE) 2017/1129) (the "Prospectus Act 2019"). The CSSF only approves this Base
Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus
Regulation. Approval by the CSSF should not be considered as an endorsement of the Issuers or of the quality of the
Notes. Investors should make their own assessment as to the suitability of investing in the Notes. 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 the Issuers in line with the provisions of Article 6(4) of the Prospectus Act 2019. Application has been
made to the Luxembourg Stock Exchange for the 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 al related references) shal 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 Directive 2014/65/EU
(as amended "MiFiD II").
This Base Prospectus (as supplemented as at the relevant time, if applicable) is valid until 25 May 2023 in relation
to Notes which are to be admitted to trading on a regulated market in the European Economic Area (the "EEA").
The obligation to supplement this Base Prospectus in the event of a significant new factor, material mistake or material
inaccuracy does not apply when this Base Prospectus is no longer valid.
The Notes wil be issued 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 wil be in
nominative form ("nominativas") and therefore Interbolsa, at the request of the relevant Issuer, can ask the Affiliate
Members of Interbolsa for information regarding the identity of the Noteholders and transmit such information to the
relevant Issuer. The CVM currently has links in place with Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking
S.A. ("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" beginning on page
50 and "Taxation" beginning on page 113 in respect of procedures to be fol owed to receive payments under the Notes.
Noteholders are required to take affirmative action as described herein in order to receive payments on the Notes free
from Portuguese withholding tax. Noteholders must rely on the procedures of Interbolsa to receive payments under the
Notes.
BST has been assigned a long-term debt rating of "Baa2" with a stable outlook from Moody's Investors Service España,
S.A. ("Moody's"), "BBB" with a stable outlook from S&P Global Ratings Europe Limited ("S&P"), "BBB+" with a stable
outlook from Fitch Ratings Ireland Limited ("Fitch") and "A" with a stable outlook from DBRS Ratings GmbH ("DBRS").
SGPS has been assigned a long-term debt rating of, "BBB+" with a stable outlook from Fitch.
Each of Moody's, S&P, Fitch and DBRS is established in the EEA and registered under Regulation (EC) No. 1060/2009
(as amended) (the "CRA Regulation").
The ratings issued by Moody's, S&P, Fitch and DBRS have been endorsed by Moody's Investors Service Ltd, S&P Global
Ratings UK Limited, Fitch Ratings Limited and DBRS Ratings Limited respectively in accordance with Regulation (EC) No.




1060/2009 as it forms part of United Kingdom ("UK") domestic law by virtue of the European Union (Withdrawal) Act 2018
(the "UK CRA Regulation"). Moody's Investors Service Ltd, S&P Global Ratings UK Limited, Fitch Ratings Limited and
DBRS Ratings Limited are established in the UK and registered under the UK CRA Regulation. As such, the ratings issued
by Moody's, S&P, Fitch and DBRS may also be used for regulatory purposes in the UK in accordance with the UK CRA
Regulation. The list of registered and certified rating agencies is published by the European Securities and Markets
Authority ("ESMA") on its website (https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with
the CRA Regulation and by the UK Financial Conduct Authority ("FCA") on its website (https://www.fca.org.uk/firms/credit-
rating-agencies) in accordance with the UK CRA Regulation.
Notes issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated, such rating wil be
disclosed in the applicable Final Terms (as defined below) and wil not necessarily be the same as the rating assigned to
any other Notes. A security rating is not a recommendation to buy, sel 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 wil be issued by a credit rating agency established in the EEA or the UK and
registered under the CRA Regulation or the UK CRA Regulation wil be disclosed in the applicable Final Terms.


Arranger
Deutsche Bank

Dealers

Banco Santander Totta, S.A.
Barclays
BofA Securities
Credit Suisse
Deutsche Bank
HSBC
J.P. Morgan
Morgan Stanley
Santander Corporate & Investment Banking
Société Générale Corporate & Investment Banking
UniCredit
The date of this Base Prospectus is 25 May 2022.




2





IMPORTANT INFORMATION
This Base Prospectus comprises a base prospectus for the purposes of Article 8 of the Prospectus
Regulation. When used in this Base Prospectus, "Prospectus Regulation" means Regulation (EU)
2017/1129 of the European Parliament and of the Council of 14 June 2017 and "UK Prospectus
Regulation" means Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the
European (Union) Withdrawal Act 2018 ("EUWA").
Each Issuer 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
Issuers (each 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 Programme, BST and SGPS may from time to time issue Notes denominated in any currency
agreed between the relevant Issuer and the relevant Dealer (as defined herein).
Other than in relation to the documents which are deemed to be incorporated by reference (see
"Documents Incorporated by Reference"), the information on the websites to which this Base
Prospectus refers does not form part of this Base Prospectus and has not been scrutinised or
approved by the CSSF.
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 "General
Description 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 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 Issuers in
connection with the Programme.
No person is or has been authorised by the Issuers 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 Issuers 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 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. 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 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 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 containing the same. The
Dealers expressly do not undertake to review the financial condition or affairs of the Issuers during


3





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 and the
relevant Dealer. The Issuers may each 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 ­ EEA RETAIL INVESTORS ­ If the Final Terms in respect of any Notes includes a legend
entitled "Prohibition of Sales to EEA Retail Investors", the Notes are not intended to be offered, sold
or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more)
of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning
of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus
Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as
amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available
to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
IMPORTANT ­ UK RETAIL INVESTORS ­ If the Final Terms in respect of any Notes includes a legend
entitled "Prohibition of Sales to UK Retail Investors", the Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a
retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK
domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the
Financial Services and Markets Act 2000 ("FSMA") and any rules or regulations made under the FSMA
to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client,
as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic
law by virtue of the EUWA; or (iii) not a qualified investor as defined in the UK Prospectus Regulation.
Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part
of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the
Notes or otherwise making them available to retail investors in the UK has been prepared and therefore
offering or selling the Notes or otherwise making them available to any retail investor in the UK may
be unlawful under the UK PRIIPs Regulation.
MiFID II product governance / target market ­ The Final Terms in respect of any Notes may include a
legend entitled "MiFID II product governance" which will outline the target market assessment in
respect of the Notes and which channels for distribution of the Notes are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the target market assessment; however, a distributor subject to MiFID II is responsible
for undertaking its own target market assessment in respect of the Notes (by either adopting or refining
the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID II Product Governance Rules"),
any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither
the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose
of the MiFID II Product Governance Rules.
UK MiFIR product governance / target market ­ The Final Terms in respect of any Notes may include
a legend entitled "UK MiFIR Product Governance" which will outline the target market assessment in
respect of the Notes and which channels for distribution of the Notes are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "UK distributor") should take into
consideration the target market assessment; however, a UK distributor subject to the FCA Handbook


4





Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance
Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by
either adopting or refining the target market assessment) and determining appropriate distribution
channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR
Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such
Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be
a manufacturer for the purpose of the UK MiFIR Product Governance Rules.
EU Benchmarks Regulation - Amounts payable under the Notes may be calculated by reference to
Euro Interbank Offered Rate ("EURIBOR"), which is provided by the European Money Markets Institute
("EMMI"). As at the date of this Base Prospectus, EMMI is included in ESMA's register of administrators
under Article 36 of Regulation (EU) No. 2016/1011 (the "EU Benchmarks Regulation").
NOTIFICATION UNDER SECTION 309B(1)(c) OF THE SECURITIES AND FUTURES ACT 2001 (2020
REVISED EDITION) OF SINGAPORE (as amended or modified from time to time, the "SFA")
Unless otherwise stated in the Final Terms in respect of any Notes, all Notes issued or to be issued
under the Programme shall be prescribed capital markets products (as defined in the Securities and
Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded Investment Products
(as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice
FAA-N16: Notice on Recommendations on Investment Products).
This Base Prospectus has been prepared on the basis that any Notes with a minimum denomination
of less than EUR 100,000 (or equivalent in another currency) will with respect to the EEA (i) only be
admitted to trading on an EEA regulated market (as defined in MiFID II), or a specific segment of an
EEA regulated market, to which only qualified investors (as defined in the Prospectus Regulation) can
have access (in which case they shall not be offered or sold to non-qualified investors) or (ii) only be
offered to the public in an EEA Member State pursuant to an exemption under Article 1(4) of the
Prospectus Regulation.
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 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 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, Singapore,
Japan, Switzerland, UK and the EEA (including Belgium and France) (see "Subscription and Sale").
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.
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


5





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" and "U.S." 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 UK; 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, each Issuer confirms that
the information has been accurately reproduced and that as far as each Issuer is aware and is able to
ascertain from information published by that third party, no facts have been omitted which would
render the reproduced information inaccurate or misleading.
In this Base Prospectus, unless the contrary intention appears, a reference to a law or a provision of
a law is a reference to that law or provision as extended, amended or re-enacted.



6





TABLE OF CONTENTS
GENERAL DESCRIPTION OF THE PROGRAMME ..................................................................................... 8
RISK FACTORS .............................................................................................................................................. 14
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................... 35
FORM OF THE NOTES AND CLEARING SYSTEM .................................................................................. 37
FORM OF FINAL TERMS.............................................................................................................................. 39
TERMS AND CONDITIONS OF THE NOTES ............................................................................................. 50
USE OF PROCEEDS ....................................................................................................................................... 79
IMPORTANT DEFINITIONS ......................................................................................................................... 80
DESCRIPTION OF BST .................................................................................................................................. 81
DESCRIPTION OF SGPS ............................................................................................................................... 94
BUSINESS OF THE BST GROUP ............................................................................................................... 103
TAXATION ................................................................................................................................................... 113
SUBSCRIPTION AND SALE ....................................................................................................................... 119
GENERAL INFORMATION ........................................................................................................................ 124

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, stabilisation may not necessarily occur. 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 cease 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.



7





GENERAL DESCRIPTION OF THE PROGRAMME
The following general description 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 relevant Issuer 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 this Base
Prospectus or a new Base Prospectus will be published.
This General Description constitutes a general description of the Programme for the purposes of Article 25(1)
of Commission Delegated Regulation (EU) No 2019/980.
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes" shal have
the same meanings in this summary.

Issuers:
Banco Santander Totta, S.A.
Santander Totta, SGPS, S.A.
Issuer Legal Entity Identifier (LEI)
BST: 549300URJH9VSI58CS32
SGPS: 5493005RLLC1P7VSVC58
Risk Factors:
There are certain factors that may affect the Issuers' ability to fulfil
its obligations under Notes issued under the Programme. In

addition, there are certain factors which are material for the purpose
of assessing the market risks associated with Notes issued under
the Programme and risks relating to the structure of a particular
Series of Notes issued under the Programme. Al of these are set
out under "Risk Factors".
Arranger:
Deutsche Bank Aktiengesellschaft
Dealers:
Banco Santander, S.A.

Banco Santander Totta, S.A.

Barclays Bank Ireland PLC

BofA Securities Europe SA

Credit Suisse Bank (Europe), S.A.

Deutsche Bank Aktiengesellschaft

HSBC Bank plc
HSBC Continental Europe
J.P. Morgan SE

Morgan Stanley Europe SE

Société Générale
UniCredit Bank AG

and any other Dealers appointed in accordance with the Programme
Agreement.
Agent
and
Portuguese
Paying Banco Santander Totta, S.A.
Agent:
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.
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 tax and legal requirements).


8





Currencies:
Notes can only be issued in such currencies as Interbolsa may from
time to time accept. For the time being, Interbolsa wil only settle
and clear Notes denominated in Euro, U.S. dollars, Sterling,
Japanese Yen, Swiss francs, Australian dol ars, Canadian dol ars,
Chinese renminbi, Norwegian Krone and Swedish Krona. Subject to
compliance with relevant laws, Notes may be issued in any currency
agreed between the relevant Issuer and the relevant Dealer(s) (as
set out in the applicable Final Terms).
Certain Restrictions:
Each issue of Notes denominated in a currency in respect of which
particular laws, guidelines, regulations, restrictions or reporting
requirements apply wil 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.
Unless otherwise permitted by the Applicable Banking Regulations,
Subordinated Notes wil have a maturity of not less than five years.
Senior Preferred Notes and Senior Non-Preferred Notes wil not be
issued with a maturity of less than 398 (three hundred and ninety
eight) days or, in the case of Senior Preferred MREL Eligible Notes
or Senior Non-Preferred Notes, such minimum or maximum maturity
as may be permitted or required from time to time by Applicable
Banking Regulations.
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 Notes issued in dematerialised book-entry form (forma
escritural) are and wil be held through the accounts of affiliate
members of the Portuguese central securities depository (each an
"Affiliate Member of Interbolsa") and the manager of the Portuguese
settlement system, Interbolsa, as operator and manager of the CVM
and wil be nominativas and therefore Interbolsa, at the request of
the relevant Issuer, can ask the Affiliate Members of Interbolsa for
information regarding the identity of the Noteholders and transmit
such information to the relevant Issuer. The form of the Notes is
described more comprehensively in "Form of the Notes and
Clearing System".

If TEFRA C is not applicable, the applicable Final Terms wil specify
"TEFRA not applicable".
Fixed Rate Notes:
Fixed interest wil be payable on such date or dates as may be
agreed between the relevant Issuer and the relevant Dealer and on

redemption, and wil be calculated on the basis of such Day Count
Fraction as may be agreed between the relevant Issuer and the
relevant Dealer.
Reset Notes:
Reset Notes wil , in respect of an initial period, bear interest at the
initial fixed rate of interest specified in the applicable Final Terms.
Thereafter, the fixed rate of interest wil be reset on one or more
date(s) specified in the applicable Final Terms by reference to a mid-
market swap rate for the relevant Specified Currency, and for a
period equal to the reset period, as adjusted for any applicable
margin, in each case as may be specified in the applicable Final
Terms and as further described in the Terms and Conditions. Such
interest wil be payable in arrear on the Interest Payment Date(s)


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specified in the applicable Final Terms or determined pursuant to
the Terms and Conditions.
Floating Rate Notes:
Floating Rate Notes wil bear interest at a rate determined on
(i)
the same basis as the floating rate under a notional interest
rate swap transaction in the relevant Specified Currency
governed by an agreement incorporating either the 2006
ISDA Definitions (as published by the International Swaps
and Derivatives Association, Inc. ("ISDA"), and as amended
and updated as at the Issue Date of the first Tranche of the
Notes of the relevant Series), or the latest version of the
2021 ISDA Interest Rate Derivatives Definitions (as
published by ISDA as at the Issue Date of the first Tranche
of the Notes of the relevant Series) as specified in the
applicable Final Terms; or

(i )
on the basis of EURIBOR (as specified in the applicable
Final Terms).

The Margin (if any) relating to such floating rate wil 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,
as agreed prior to issue by the relevant Issuer and the relevant
Dealer, wil be payable on such Interest Payment Dates, and wil be
calculated on the basis of such Day Count Fraction, as may be
agreed between the relevant Issuer and the relevant Dealer.
Zero Coupon Notes:
Zero Coupon Notes wil be offered and sold at a discount to their
nominal amount and wil not bear interest.
Cash Bonds (obrigações de caixa):
Portuguese law Notes may qualify as cash bonds ("obrigações de
caixa") under the terms of Decree-Law 408/91, of 17 October 1991
(as amended), provided that certain requirements set out therein are
met, including that (i) such Notes have a maturity of not less than
two years, (i ) the relevant Issuer is not entitled to acquire such
Notes before two years have elapsed since the relevant Issue Date
and (i i) the Noteholders may not choose to redeem such Notes
before one year has elapsed since the relevant Issue Date.
Benchmark Discontinuation:
In the case of Reset Notes or Floating Rate Notes where Screen
Rate Determination is specified in the applicable Final Terms as
being applicable, if a Benchmark Event occurs, then the relevant
Issuer shal use its reasonable endeavours to appoint an
Independent Adviser, as soon as reasonably practicable, who may
determine, or (if such Independent Adviser fails to make any such
determination or the relevant Issuer is unable to appoint an
Independent Adviser) the relevant Issuer may determine, a
Successor Rate, failing which, an Alternative Reference Rate and,
in either case, an Adjustment Spread and any Benchmark
Amendments, as further described in Condition 4(f).
Redemption:
The Final Terms relating to each Tranche of Notes wil indicate
either that the relevant Notes cannot be redeemed prior to their
stated maturity (other than for taxation reasons or following an Event
of Default) or that such Notes wil be redeemable at the option of the
relevant Issuer and/or the Noteholders upon giving not less than 15
nor more than 60 days' irrevocable notice (or such other notice
period (if any) as is indicated in the applicable Final Terms) to the
Noteholders or the relevant Issuer, as the case may be, on a date
or dates specified prior to such stated maturity and at a price or


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