BANCO POPULAR PORTUGAL, S.A.

1 FIRST supplement (dated 19 August 2015) to the BASE PROSPECTUS (dated 19 December 2014) BANCO POPULAR portugal , (incorporated with limited liability in portugal ) 1,500,000,000 COVERED BONDS PROGRAMME This supplement dated 19 August 2015 (the supplement ) to the base prospectus dated 19 December 2014 (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 POPULAR portugal , (the Issuer , fully identified in the Base Prospectus). Terms defined in the Base Prospectus have the same meaning when used in this supplement .

2 Each of the Issuer, the members of its Board of Directors, the members of its Supervisory Board (see Administrative, Management and Supervisory Bodies in the Base Prospectus) and its Statutory Auditor (see Administrative, Management and Supervisory Bodies in the Base Prospectus) 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 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.

3 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. 2 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 is a supplement to the Base Prospectus and references to, and the definitions in, the Base Prospectus shall be amended accordingly.

4 II. COVER PAGE 2. The last paragraph of page 2 of the cover page of the Base Prospectus, with the wording: The Issuer has been assigned a long-term debt rating of BBB from DBRS, Inc. ( DBRS ). shall be amended as follows: The Issuer has been assigned a long-term debt rating of BBB with negative outlook from DBRS, Inc. ( DBRS ). III. RISK FACTORS 3. The second paragraph of the section headed Ratings , in the chapter headed Risk Factors of the Base Prospectus, with the wording: The rating agencies Standard & Poor s Credit Market Services Europe Limited, Moody s Investors Services Ltd., Fitch Ratings Limited and DBRS Ratings Limited have, on more than one occasion over the last years, downgraded the long term rating of portugal .

5 Current ratings are as follows: a) Standard & Poor s Credit Market Services Europe Limited: BB as of 13 January 2012, with credit watch stable as of 9 May 2014; b) Moody s Investors Services Ltd.: Ba1 (stable outlook) as of 27 July 2014; c) Fitch Ratings Limited: BB+ (positive outlook) as of 10 October 2014; d) DBRS Ratings Limited: BBB (low) (stable) as of 26 May 2014. shall be amended as follows: The rating agencies Standard & Poor s Credit Market Services Europe Limited, Moody s Investors Services Ltd., Fitch Ratings Limited and DBRS Ratings Limited have, on more than one occasion over the last years, downgraded the long term rating of portugal .

6 Current ratings are as follows: a) Standard & Poor s Credit Market Services Europe Limited: BB as of 13 January 2012, with credit watch positive as of 20 March 2015; 3 b) Moody s Investors Services Ltd.: Ba1 as of 27 July 2014, with credit watch stable as of 27 July 2014; c) Fitch Ratings Limited: BB+ as of 24 November 2011, with credit watch positive as of 27 March 2015; d) DBRS Ratings Limited: BBB (low) as of 30 January 2012, with credit watch stable as of 15 May 2015. 4. In the section headed Ratings , in the chapter headed Risk Factors of the Base Prospectus, after the paragraph: According to DBRS in its press note on BANCO POPULAR s ratings review, published on 31 July 2013, The trend on all ratings is Negative and The ratings of BP portugal , a wholly-owned direct subsidiary of POPULAR , reflect its important role in POPULAR s overall strategy and DBRS s expectation that POPULAR has both the resources and the willingness to support BP portugal , if needed.

7 A new paragraph shall be included as follows: On 21 May 2015, BANCO POPULAR informed the market that, in a press release dated 20 May 2015, DBRS placed its long and short term ratings under review with negative implications . This action was produced in the context of a global revision by DBRS of the systemic support probability, as a result of the recent regulatory and legislative developments concerned with banking resolution.. IV. OVERVIEW OF THE COVERED BONDS PROGRAMME 5. The first paragraph of the section headed Listing and Admission to Trading , in the chapter headed Overview of the Covered Bonds Programme of the Base Prospectus, with the wording: This document dated 19 December 2014 has been approved by the CMVM as a base prospectus and application was made to Euronext for the admission of Covered Bonds issued under the Programme to trading on the regulated market Euronext Lisbon ( Euronext Lisbon ).

8 Shall be amended as follows: This document dated 19 December 2014, as supplemented on 19 August 2015, has been approved by the CMVM as a base prospectus and application was made to Euronext for the admission of Covered Bonds issued under the Programme to trading on the regulated market Euronext Lisbon ( Euronext Lisbon ). V. DOCUMENTS INCORPORATED BY REFERENCE 6. In the chapter headed Documents Incorporated by Reference of the Base Prospectus, the paragraph (a) with the wording (a) the audited financial statements of the Issuer in respect of the financial years ended 31 December 2012 and 31 December 2013, together with the auditors reports prepared in connection therewith; and shall be amended as follows: 4 (a) the audited financial statements of the Issuer in respect of the financial years ended 31 December 2012, 31 December 2013 and 31 December 2014, together with the auditors reports prepared in connection therewith; and VI.

9 DESCRIPTION OF THE ISSUER 7. After the section headed Issuer s Current Activities in the chapter headed Description of the Issuer of the Base Prospectus, a new section shall be added as follows: Recent Developments of the Issuer On 22 July 2015, the Issuer sold the debt and real estate management business unit to a newly incorporated company, Recbus - Recovery to Business , through which the mentioned business is going to be carried out, with a share capital held by BANCO POPULAR Espa ol, (20 per cent.) and Quarteira, (80 per cent.), a company owned by investment funds under the management of CarVal Investors GB LLP.

10 The sale includes the transfer by the Issuer to Recbus - Recovery to Business, of all resources required to independently manage the debt and real estate management business. This transaction has the following objectives: - optimize the management of its debt and real estate business through the generation of a basis for managing the third-party business and providing the critical mass necessary for achieving profitability; - increase professionalism in the management with the help of specialized managers with proven expertise and technical capacity; - split the management of this business from the core banking business, focusing the Bank s resources on its traditional business management model for SMEs and individuals.