Changes on the composition of the Board

MATERIAL FACT

Banco Santander announces that its Board of Directors, at the proposal of the Appointments and Remuneration Committee, has agreed to appoint, by-co-optation, Ms. Sheila Bair as an independent director of the Bank, occupying the vacancy left by the recent resignation of Lord Burns. This appointment has to be ratified at the next shareholders' meeting of Banco Santander.

Sheila Bair served as Chairman of the Federal Deposit Insurance Corporation of the United States of America from 2006 to 2011.

Boadilla del Monte (Madrid), January 27, 2014