Director/PDMR Shareholding

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

THIS NOTIFICATION RELATES TO: SHAREHOLDERS´ AGREEMENT.

SHAREHOLDERS´ AGREEMENT NOTIFIED TO THE ISSUER AND TO THE SPANISH SECURITIES MARKETS COMMISSION ("CNMV") ON 16 FEBRUARY 2006, AS A MATERIAL FACT.

2

Reason for the notification

a)

Position/status

THIS NOTIFICATION RELATES TO THE SHAREHOLDERS´ AGREEMENT.

MR FRANCISCO JAVIER BOTIN-SANZ DE SAUTUOLA Y O´SHEA, CHAIRMAN OF THE AFOREMENTIONATED AGREEMENT, IS DIRECTOR OF THE ISSUER.

b)

Initial notification /Amendment

INITIAL NOTIFICATION.

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

BANCO SANTANDER, S.A.

b)

LEI

5493006QMFDDMYWIAM13

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

ORDINARY SHARES OF 0.50 EURO NOMINAL VALUE (ISIN: ES0113900037).

b)

Nature of the transaction

13,817 SHARES GRANTED UNDER THE FOURTH CYCLE OF THE DEFERRED AND CONDITIONAL VARIABLE REMUNERATION PLAN TO MS. ANA PATRICIA BOTIN-SANZ DE SAUTUOLA Y O´SHEA (MEMBER OF THE SHAREHOLDERS´ AGREEMENT).

34,985 SHARES GRANTED UNDER THE FIFTH CYCLE OF THE DEFERRED AND CONDITIONAL VARIABLE REMUNERATION PLAN TO MS. ANA PATRICIA BOTIN-SANZ DE SAUTUOLA Y O´SHEA (MEMBER OF THE SHAREHOLDERS´ AGREEMENT).

c)

Price(s) and volume(s)

\* THE OPENING SHARE PRICE ON THE DAY ON WHICH THE SHARES WERE DELIVERED (15 FEBRUARY 2017) WAS EUR 5.22.

d)

Aggregated information

- Aggregated volume

- Price

ORDINARY SHARES OF 0.50 EURO NOMINAL VALUE (ISIN: ES0113900037):

e)

Date of the transaction

2017-02-15

f)

Place of the transaction

S.I.B.E.