THIS MATERIAL FACT HAS BEEN FILED WITH THE SPANISH COMISIÓN NACIONAL DEL MERCADO DE VALORES (NATIONAL SECURITIES MARKET COMMISSION) IN ORDER TO COMPLY WITH SPANISH REGULATIONS APPLYING TO THE EXCHANGE OFFERS BEING CONDUCTED BY BANCO SANTANDER, S.A.
MATERIAL FACT
Banco Santander, S.A. ("Banco Santander") announces that the Spanish Comisión Nacional del Mercado de Valores (National Securities Market Commission) has resolved, pursuant to Royal Decree 1310/2005 of 4 November, that the enclosed document is equivalent to the informative
prospectus required in accordance with that Royal Decree in relation to the issuanceand admission to trading on the Madrid, Barcelona, Valencia, and Bilbao Stock Exchanges through the Automated Quotation System (Sistema de Interconexión Bursátil) (Continuous Market) of the shares of Banco Santander to be issued under the capital increases relating to the offers launchedby Banco Santander to acquire the securities representing the share capital of Banco Santander (Brasil) S.A. notalready held by Grupo Santander.
Boadilla del Monte (Madrid), 21 October 2014