MATERIAL FACT
Banco Santander, S.A. ("Banco Santander") informs that its Board of Directors, in its meeting held today, June 26, 2017, has agreed, as part of the rationalisation process which the Group has been undergoing over the past years in order to simplify the management, to initiate a process of integration of the Santander Group's securities issuing companies, Santander International Debt, S.A.U., Santander Issuances, S.A.U., Santander Commercial Paper, S.A.U., Santander Perpetual, S.A.U, Santander International Preferred, S.A.U., Santander Finance Preferred, S.A.U., Santander Finance Capital S.A.U., Santander Emisora 150, S.A.U. and Santander US Debt, S.A.U. (the "Absorbed Companies").
Accordingly, the Board of Directors has agreed to draft and approved, pursuant to the procedure established in article 51 of the Structural Modifications Law, the common draft terms of merger by means of Banco Santander (absorbing company) absorbing the Absorbed Companies. Each of the Absorbed Companies is directly wholly-owned by Banco Santander.
In accordance with the abovementioned common draft terms of merger, once the merger is completed after the mandatory authorisation of the merger by the Ministry of Economy, Industry and Competitiveness has been obtained, Banco Santander will become the issuer of each of the issuances made by the Absorbed Companies to date and of which Banco Santander was the guarantor. A list of the affected issuances is attached as an annex to this material fact.
The draft terms of merger will be available on Banco Santander's corporate website (www.santander.com) and will be deposited with the Commercial Registry of Madrid.
Boadilla del Monte (Madrid), June 26, 2017
http://www.rns-pdf.londonstockexchange.com/rns/2195J_-2017-6-26.pdf