NINTH SUPPLEMENT (dated 26 October 2011) to the BASE PROSPECTUS (dated 4 April 2008) Banco Santander Totta, S.A. (incorporated with limited liability in Portugal) 5,000,000,000 (increased to 12,500,000,000) Covered Bonds Programme This ninth Supplement dated 26 October 2011 (the Supplement ) to the Base Prospectus dated 4 April 2008, as supplemented on 30 April 2008, 17 July 2008, 17 July 2009, 19 July 2010, 23 December 2010, 19 January 2011, 24 March 2011 and 14 July 2011 (the Base Prospectus ), constitutes a supplement to the Base Prospectus for the purposes of Articles 135-C, 142 and 238 of the Portuguese Securities Code prepared in connection with the Covered Bonds Programme (the Programme ) established by Banco Santander Totta, S.A. (the Issuer, fully identified in the Base Prospectus). Terms defined in the Base Prospectus have the same meaning when used in this Supplement. Each of the Issuer, the members of its Board of s, the members of its Supervisory Board (see Management and Statutory Bodies) and its Statutory Auditor (see Management and Statutory Bodies) hereby declares that, to the best of its knowledge (each having taken all reasonable care to ensure that such is the case) the information contained in this ninth Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. This Supplement is supplemental to, and should be read in conjunction with, the Base Prospectus. To the extent that there is any inconsistency between any statement in this Supplement and any other statement in or incorporated by reference in the Base Prospectus, the statements in this Supplement will prevail. Save as disclosed in this Supplement, no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus has arisen or been noted, as the case may be, since the publication of the Base Prospectus.
I. GENERAL AMENDMENT 1. This Supplement dated 26 October 2011 shall be referred to together with the supplements dated 30 April 2008, 17 July 2008, 17 July 2009, 19 July 2010, 23 December 2010, 19 January 2011, 24 March 2011 and 14 July 2011, and references to, and the definition of, the Base Prospectus shall be amended accordingly. II. DOCUMENTS INCORPORATED BY REFERENCE 2. The following shall be included as the new paragraph (c): (c) the unaudited financial statements of the Issuer in respect of the first semester of 2011 ended 30 June 2011;. 3. The previous paragraph (c) shall be referred as the new paragraph (d). III. DESCRIPTION OF THE ISSUER 4. Taking into account that the Board of s of the Issuer appointed Mr. João Baptista Leite as member of the Board of s and the Executive Commission of the Issuer to complete the current term of office (2010-2012) in substitution of Mr. António Mota de Sousa Horta Osório, the sections headed BOARD OF DIRECTORS and EXECUTIVE COMMITTEE, under the heading Management and Statutory Bodies, shall be deleted and replaced as follows: BOARD OF DIRECTORS Chairman: Deputy-Chairman: s: Matías Pedro Rodriguez Inciarte Nuno Manuel da Silva Amado Miguel de Campos Pereira de Bragança António José Sacadura Vieira Monteiro José Manuel Alves Elias da Costa Carlos Manuel Amaral de Pinho Luís Filipe Ferreira Bento dos Santos Eduardo José Stock da Cunha Pedro Aires Coruche Castro e Almeida José Urgel Moura Leite Maia
João Baptista Leite EXECUTIVE COMMITTEE Chairman: Members: Nuno Manuel da Silva Amado António José Sacadura Vieira Monteiro José Manuel Alves Elias da Costa José Urgel Moura Leite Maia Luís Filipe Ferreira Bento dos Santos Miguel de Campos Pereira de Bragança Pedro Aires Coruche Castro e Almeida João Baptista Leite 5. As per the update of the members of the Board of s and Executive Committee as described in the preceding number 4., the chart headed Main activities of directors outside of BST shall be deleted and replaced as follows: Name Company Function Banco Santander, S.A (Spain) Third Deputy-Chairman of the Board of s Banco Espanhol de Crédito, S.A. Chairman of the Board of s Santander Totta Chairman of the Board of s Matias Rodrigues Inciarte Financeira Ponferrada, S.A. SCH Seguros e Reseguros, S.A. União de Crédito Imobiliário, S.A. Chairman of the Board of s Operador do Mercado Ibérico de Energia Pólo Espanhol, S.A. Sanitas, S.A. Advisor Nuno Manuel Silva Amado Banco Santander, S.A (Spain) General Member of the Directive Committee
Deputy-Chairman of the Board of s and Chairman of the Executive Committee Deputy-Chairman of the Board of s and Chairman of the Executive Committee Câmara de Comércio e Indústria Luso Espanhola Deputy-Chairman of the Directive Board and member of the Executive Committee Miguel de Campos Pereira de Bragança Taxagest - Sociedade Gestora de Participações Sociais, S.A. Partang, SGPS, S.A. Chairman of the Board of s SIBS Sociedade Interbancária de Serviços, S.A. and member of the Executive Committee António José Sacadura Vieira Monteiro Partang, SGPS, S.A. and member of the Executive Committee Chairman of the Board of s * and member of the Executive Committee Eduardo José Stock da Cunha SIBS Soc. Interbancária de Serviços, S.A. * Sovereign Bank Member of the Management Executive Committee Head of Manufacturing José Manuel Alves Elias da Costa and member of the Executive Committee Chairman of the General Shareholders Meeting and member of the Executive Committee Tottaurbe Empresa de Administração e Construções, S.A. Chairman of the Board of s Luís Filipe Ferreira Bento dos Santos and member of the Executive Committee Pedro Aires Coruche Castro e Almeida Santander Totta Seguros Companhia de Seguros de Vida, S.A. Chairman of the Board of s
José Urgel Moura Leite Maia Associação dos Amigos do Recife Chairman of the Supervisory Board João Baptista Leite Not applicable Not applicable