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BANCO SANTANDER TOTTA, S.A. – Matriculado na Conservatória do Registo Comercial de Lisboa sob o N.º 500844321 (anterior nº1587 – 1ª Secção), NIPC 500844321, Capital Social de 1.256.723.284 Euros, com sede na Rua Áurea, nº88, - 1100-063 Lisboa -Freguesia de Santa Maria Maior (Ex. São Nicolaul), LisboaBANCO SANTANDER TOTTA, S.A.Registered offices: Rua Áurea n.º 88, LisboaLegal type: Limited liability companyRegistered before the Commercial Registry Office of Lisboa with sole registration and tax number:500.844.321Share Capital: 1.256.723.284NOTICE TO CONVENE MEETING OF HOLDERS OF COVERED BONDSBANCO SANTANDER TOTTA, S.A.COVERED BONDS ISSUANCECOVERED BONDS “Totta EUR 1,000,000,000 - 21”ISIN CODE: PTBSRHOE0025Pursuant to the provisions of articles 101-A and 101-C, both set out in the Portuguese CompaniesCode, holders of covered bonds should convene in meetings of holders of covered bonds to resolve onthe merger by incorporation of Banco Popular Portugal, S.A. in Banco Santander Totta, S.A.,following the approval of the merger project by the Board of Directors of Banco Santander Totta, S.A.and Banco Popular Portugal, S.A., to opine on the possible losses which the latter may cause to theholders of covered bonds. For that purpose, pursuant to the provision of number 2 of article 355 of thePortuguese Companies Code, all the holders of Covered Bonds (hereinafter, the “Holders of CoveredBonds”) which hold covered bonds pursuant to the covered bonds issuance “Totta EUR 1,000,000,000– 21”, with ISIN Code PTBSRHOE0025 issued by Banco Santander Totta, S.A., relating to thecovered bonds programme of Banco Santander Totta, S.A. (“Programme”), are hereby convened tomeet in a meeting of the Holders of Covered Bonds (hereinafter, the “Meeting of the Holders ofCovered Bonds”), to be held on 19 October 2017, at 15:45 hours, at the company’s registered offices,which shall have the following agenda:Single item – Resolve on the merger and, in case of non-approval thereof, the exercise of the right tojudicially oppose the same, pursuant to the terms and for the purposes of numbers 2 and 3 of article101-C of the Portuguese Companies Code, in relation to the incorporation of Banco Popular Portugal,S.A., limited liability company by shares, with registered offices at Rua Ramalho Ortigão, 51, Lisbon,registered before the Commercial Registry Office under the sole registration and tax payer number502.607.084, with share capital of 513,000,000.00, as incorporated company, in Banco SantanderTotta, S.A., as incorporating company.

BANCO SANTANDER TOTTA, S.A. – Matriculado na Conservatória do Registo Comercial de Lisboa sob o N.º 500844321 (anterior nº1587 – 1ª Secção), NIPC 500844321, Capital Social de 1.256.723.284 Euros, com sede na Rua Áurea, nº88, - 1100-063 Lisboa -Freguesia de Santa Maria Maior (Ex. São Nicolaul), LisboaINFORMATION TO THE HOLDERS OF COVERED BONDSThe Meeting of Holders of Covered Bonds will be chaired by the Chairman of the GeneralShareholders’ Meeting of Banco Santander Totta, S.A., in the absence of the Common Representativeof the Holders of Covered Bonds.Holders of Covered Bonds are hereby informed that the merger project has already been registered inthe Commercial Registry Office and that the merger project and adjoining documentation are at theirdisposal, for consultation, at Banco Santander Totta, S.A. registered office.PARTICIPATION, REPRESENTATION, QUORUM, FUNCTIONING AND EXERCISE OFVOTING RIGHTPursuant to the provisions of articles 101-A and 101-C of the Portuguese Companies Code, the Holdersof Covered Bonds whose credits have originated prior to the publication of the merger project maymeet in the Meeting of the Covered Bonds, within a one month period, to resolve on the merger and incase of non-approval thereof, the exercise of the right to judicially oppose the same, with a view tobeing collectively represented, on the grounds that said transaction shall hinder the enforcement oftheir rights, pursuant to the provision of number 2 and 3 of article 101-C of the Portuguese CompaniesCode.Participation and functioning of the Meeting of Holders of Covered Bonds shall be governed by theprovisions of the Terms and Conditions of the Programme in force at the time of the covered bondsissue, the respective agreement for the appointment the Common Representative (CommonRepresentative Appointment Agreement) and also by the relevant legal provisions, notably articles 101C and 355 of the Portuguese Companies Code and article 14 of the Covered Bonds Law, approved byDecree-Law no. 59/2006, of March 20, as well as the remaining applicable regulatory provisions,including rules and practices of the centralized registration, settlement and clearing securities systems(which, are, pursuant to the Programme, Interbolsa, and/or Euroclear, and/or Clearstream,Luxembourg; “Clearing Systems”).THE HOLDERS OF COVERED BONDS ARE ADVISED TO OBTAIN INFORMATION ALSO FROM THEIRFINANCIAL INTERMEDIARIES, CREDIT INSTITUTIONS, BROKERS, DEPOSITARIES AND OTHER ENTITIESTHROUGH WHICH THEY HOLD THE COVERED BONDS (“INTERMEDIARIES”) ON ANY PRE-REQUISITES,INSTRUCTIONS OR ADDITIONAL DEADLINES THAT THESE ENTITIES MAY REQUIRE FOR THE PURPOSES OFTHE EFFECTIVE EXERCISE OF THEIR RIGHTS.Participation in the MeetingThe Holders of Covered Bonds who, pursuant to the registry, are holders of the voting rights regardingsecurities are empowered to exercise such rights, by producing a certificate of ownership for theexercise of rights.The Holders of Covered Bonds are hereby ADVISED that:(i)Meeting of Holders of Covered Bonds may be attended by:a.Holders of Covered Bonds or their representatives;

BANCO SANTANDER TOTTA, S.A. – Matriculado na Conservatória do Registo Comercial de Lisboa sob o N.º 500844321 (anterior nº1587 – 1ª Secção), NIPC 500844321, Capital Social de 1.256.723.284 Euros, com sede na Rua Áurea, nº88, - 1100-063 Lisboa -Freguesia de Santa Maria Maior (Ex. São Nicolaul), Lisboa(ii)b.members of the management and supervisory bodies of the issuer and their attorneys;c.financial and legal advisors to the issuer and to the Common Representative;d.chairman of the general shareholders’ meeting of the issuer;e.any other person whose presence is approved by the persons attending the Meeting ofHolders of Covered Bonds or any other form authorized pursuant to applicable law.Only the following Holders of Covered Bonds may participate in the Meeting of Holders ofCovered Bonds:a.Holders of Covered Bonds who are registered as holders of bonds, at least, 5 businessdays prior to the scheduled date for the Meeting of the Holders of Covered Bonds to beheld;b.Holders of Covered Bonds who request the respective(s) financial intermediary(ies) withwhom their individual securities account is held, being a participant in the PortugueseCSD, i.e. Central de Valores Mobiliários, operated by INTERBOLSA – SociedadeGestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários,S.A. to obtain the issuance of an ownership and blockage certificate regarding theCovered Bonds which voting rights they wish to exercise and which shall include thefollowing information:i.include the number of bonds which the Holder of Covered Bond holds in therelevant account on a date which is, at least, 5 business days before the scheduleddate for the Meeting of Holders of Covered Bonds to be held;ii.mention that the Bonds are registered in a blocked account until the end of theMeeting of Holders of Covered Bonds, pursuant to the provision of article 72 of thePortuguese Securities Code;The issuance of the certificate assumes the blocking of the Bonds, pursuant to the provision ofarticle 72, number 1, paragraph a) of the Portuguese Securities Code; this consists of a bookentry registry indicating the grounds for such blockage, blockage period and number ofsecurities encompassed by the operation. During the blockage period, the registry entity isprohibited from transferring the blocked securities.(iii) Holders of Covered Bonds mentioned in subset (ii) above who wish to attend the Meeting ofHolders of Covered Bonds and exercise their respective voting rights must send to theChairman of the General Shareholders’ Meeting, in order for the latter to receive it in theaddress set out below up to 3 business days before the Meeting of Holders of Covered Bonds isheld, the certificate mentioned in paragraph (ii) b. above, as well as, if they wish to berepresented, the proxy letter as described below.(iv) Holders of Covered Bonds who do not hold Covered Bonds directly through a financialintermediary that is a participant in the Portuguese CSD, i.e. Central de ValoresMobiliários, operated by INTERBOLSA – Sociedade Gestora de Sistemas de Liquidaçãoe de Sistemas Centralizados de Valores Mobiliários, S.A. and who wish to participate/ be