Director/PDMR Shareholding

1.

Name of the issuer

BANCO SANTANDER, S.A.

2.

State whether the notification relates to (i) a

transaction notified in accordance with DTR 3.1.2 R,

(ii) a disclosure made in accordance

LR 9.8.6R(1) or

(iii) a disclosure made in accordance with section 793 of the Companies Act (2006).

(i).

3.

Name of person discharging managerial

responsibilities/director

MR. EMILIO BOTIN-SANZ DE SAUTUOLA Y GARCIA DE LOS RIOS, CHAIRMAN OF THE ISSUER

4.

State whether notification relates to a person

connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person

THIS NOTIFICATION RELATES TO MR. EMILIO BOTIN-SANZ DE SAUTUOLA Y GARCIA DE LOS RIOS AND HIS CONNECTED PERSONS: MS. PALOMA BOTIN-SANZ DE SAUTUOLA O'SHEA, MS. CARMEN BOTIN-SANZ DE SAUTUOLA O'SHEA, MR. JORGE BOTIN-SANZ DE SAUTUOLA RIOS, MR. FRANCISCO JAVIER BOTIN-SANZ DE SAUTUOLA RIOS AND MS. MARTA BOTIN-SANZ DE SAUTUOLA RIOS.

5.

Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a nonbeneficial

interest 1

AS IN 4 ABOVE.

6.

Description of shares (including class), debentures or derivatives or financial instruments relating to shares

ORDINARY SHARES OF 0.50 EURO NOMINAL VALUE.

7.

Name of registered shareholders(s) and, if more than one, the number of shares held by each of them

MR. EMILIO BOTIN-SANZ DE SAUTUOLA Y GARCIA DE LOS RIOS AND HIS CONNECTED PERSONS HOLD AFTER THE TRANSACTION DESCRIBED IN THIS NOTIFICATION A TOTAL OF 79,310,301 SHARES, WHICH REPRESENT 0.756% OF THE ISSUER'S SHARE (CAPITAL NOT TAKING INTO ACCOUNT TREASURY STOCK).

8.

State the nature of the transaction

FREE ALLOTMENT OF SHARES ISSUED BY BANCO SANTANDER, S.A. AT PAR VALUE IN A CAPITAL INCREASE CHARGED TO RESERVES (SCRIP DIVIDEND).

9.

Number of shares, debentures or financial

instruments relating to shares acquired

ALLOTMENT OF 4,413 SHARES TO MS. PALOMA BOTIN-SANZ DE SAUTUOLA O'SHEA ON JANUARY 31ST, 2013.

ALLOTMENT OF 387 SHARES TO MS. CARMEN BOTIN-SANZ DE SAUTUOLA O'SHEA ON JANUARY 31ST, 2013.

ALLOTMENT OF 301 SHARES TO MR. JORGE BOTIN-SANZ DE SAUTUOLA RIOS ON JANUARY 31ST, 2013.

ALLOTMENT OF 378 SHARES TO MR. FRANCISCO JAVIER BOTIN-SANZ DE SAUTUOLA RIOS ON JANUARY 31ST, 2013.

ALLOTMENT OF 258 SHARES TO MS. MARTA BOTIN-SANZ DE SAUTUOLA RIOS ON JANUARY 31ST, 2013.

10.

Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage)

0.000%

11.

Number of shares, debentures or financial

instruments relating to shares disposed

12.

Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage)

13.

Price per share or value of transaction

14.

Date and place of transaction

SPAIN, JANUARY 31ST 2013

SEE 8 ABOVE.

15.

Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)

79,310,301 SHARES REPRESENTING 0.756% OF THE ISSUER'S SHARE (CAPITAL NOT TAKING INTO ACCOUNT TREASURY STOCK).

16.

Date issuer informed of transaction

FEBRUARY 7TH, 2013.

17.

Date of grant

18.

Period during which or date on which exercisable

19.

Total amount paid (if any) for grant of the option

20.

Description of shares or debentures involved (class and number)

21.

Exercise price (if fixed at time of grant) or

indication that price is to be fixed at the time of exercise

22.

Total number of shares or debentures over which options held following notification

23.

Any additional information

NONE.

24.

Name of contact and telephone number for queries

JOSÉ M. CARRIZOSA

+(34) 912-892-489

Name of authorised official of issuer responsible for making notification

JOSE MANUEL DE ARALUCE

Date of notification

 FEBRUARY 7TH, 2013

(1)

An issuer making a notification in respect of a transaction relating to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24.

(2)

An issuer making a notification in respect of a derivative relating the shares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and 24.

(3)

An issuer making a notification in respect of options granted to a director/person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24.

(4)

An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.