Acquisition

MATERIAL FACT

Banco Santander hereby announces that it has reached agreement with Skandinaviska Enskilda Banken (SEB Group) for the acquisition by its affiliate Santander Consumer Bank AG of SEB's commercial banking business in Germany for an amount of approximately 555 million euros. The acquisition will have an impact of about 10 basis points on Santander's core capital ratio, which stood at 8.8% at March 31, 2010.

Following the acquisition of SEB's commercial banking business in Germany, which includes 173 branches and serves one million customers, the number of branches of Santander Consumer Bank's network in Germany will be almost doubled.

It is anticipated that the transaction will be concluded in 2011, once the appropriate regulatory approvals have been obtained.

Boadilla Del Monte (Madrid), July 12, 2010