Agreement with Deutsche Bank, A.G.

MATERIAL FACT

Santander Group hereby announces that its subsidiary Bank Zachodni WBK, S.A., together with Banco Santander, S.A., has reached an agreement with Deutsche Bank, A.G. for the acquisition of the retail and private banking businesses from Deutsche Bank Polska, S.A. (excluding foreign currency mortgage portfolio) and including the shares of DB Securities, S.A. (Poland) for an estimated total consideration of EUR 305 million.

The transaction, which is subject to the required regulatory authorisations and the approval by the General Shareholders' Meetings of Bank Zachodni WBK, S.A. and Deutsche Bank Polska, S.A., will have a negligible impact, if any, on the Group's fully loaded CET1.

Boadilla del Monte, Madrid, 14 December 2017