Disposal of 4.35% of CEPSA

Banco Santander Central Hispano SA
16 October 2006


Following the Material Fact (Hecho Relevante) announcement made by Elf Aquitaine
(Elf) and Banco Santander Central Hispano, S.A. (Santander) to the Spanish
Securities Market Commission (Comision Nacional del Mercado de Valores or CNMV)
on 2 August 2006 (number 69321), both parties, pursuant to article 82 of the 24/
1988 Act, of 28 July, on the Securities Market (Ley 24/1988, de 28 de julio, del
Mercado de Valores), announce the following

                              MATERIAL INFORMATION

On 13 October 2006 Elf has received a notice from the EU Commission
communicating clearance of the concentration arising from the acquisition by Elf
of shares representing 4.35% of the share capital of Compania Espanola de
Petroleos, S.A. (Cepsa). Consequently, Santander has sold to Elf 11,650,893
shares of Cepsa for a price of 52,960,000 euros.

Upon completion of the transaction, Elf holds a 48.83% of Cepsa and Santander
holds a 30.66% of Cepsa.

Upon completion of this transaction, Elf and Odival, S.A., on the one hand, and
Santander and Riyal, S.L., on the other hand, definitively terminate the
arbitration proceedings between them, and to such effects they will soon submit
a joint application to the arbitral tribunal.


Madrid / Paris, 16 October 2006






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