AGM Statement

Banco Santander Central Hispano SA
27 July 2007


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Press release
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                       Santander's EGM approves financing

                       for the acquisition of ABN assets





•  Equity will be increased by EUR 4 billion through a rights issue and another 
   EUR 5 billion will be raised through the issue of mandatorily convertible 
   bonds.


•  Emilio Botin underlined the benefits of the transaction for Santander,
   asserting that the bank's 'transformation into one of the largest and most
   profitable international financial institutions wouldn't have been possible 
   if we hadn't taken full advantage of the opportunities that have arisen.'



Madrid, July 27, 2007 - The Extraordinary General Meeting of shareholders of
Banco Santander approved this morning the issue of capital instruments that will
be used to partially finance the acquisition of ABN Amro, as part of the offer
presented jointly with the Royal Bank of Scotland and Fortis on July 20. The EGM
authorized the Board of Directors to carry out a capital increase of EUR 4,000
million through the issue of shares with preferential rights for Santander
shareholders, as well as the issuance of EUR 5,000 million of mandatory
convertible bonds.


In a speech to the EGM, Banco Santander Chairman Emilio Botin said, 'Banco
Santander has become one of the biggest and most profitable international
financial institutions. This transformation wouldn't have been possible if we
hadn't taken full advantage of the opportunities that have arisen. The
agreements submitted to this Meeting enable us to count on part of the financing
for the ABN Amro acquisition, which, in the view of the Board, is a very
interesting opportunity.'


Botin recalled that 'this transaction involves and investment of EUR 19,900
million by Banco Santander, which we intend to finance through these two issues
as well as EUR 10,900 million through balance sheet optimization and asset
sales.' The asset sales the sale of the stake in San Paolo-IMI, of pension
management companis in Latin America and the sale and leaseback of Santander
properties in Spain, which will generate capital gains of EUR 1,400 million.


The Chairman said: 'If the offer succeeds, Banco Santander would get the
following assets: Banco Real in Brazil, Banca Antonveneta in Italy and a small
consumer finance business in the Netherlands, Interbank. We expect our EUR
19,900 million investment to be reduced by around EUR 1,100 million through the
sale of certain non-core corporate assets of ABN Amro, which we have access to
due to our participation in the Consortium.'


Botin also underlined the transaction's benefits for Santander. 'Through the
acquisition of Banco Real, we would become the third bank in Brazil by branch
network and loan volume, benefiting from the economies of scale generated by
integration with Banespa, given the geographical and business complementarity
between the two franchises. In Italy we would buy a bank through which we could
grow organically in that country. In the Netherlands, Interbank and DMC Consumer
Finance would be integrated into Santander Consumer.


'These are markets we know well and where we can create value through
improvements in efficiency and business growth, together with low execution risk
due to our experience in integrating businesses both in Europe - Totta and Abbey
- and Latin America, where we have the good examples of Brazil, Mexico and
Chile.'

Botin recalled that, under the current terms of the offer, the deal complies
with the Group's investment criteria: positive earnings per share from the first
year and a higher return on investment than the cost of capital from the second
year. He ended his speech thanking the Bank's 2.3 million shareholders for their
trust.







                      This information is provided by RNS
            The company news service from the London Stock Exchange
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