Information on Santander and Elavon agreement

MATERIAL FACT

Banco Santander, S.A. ("Santander") announces that it has reached an agreement with Elavon Financial Services Limited ("Elavon") to jointly develop in Spain the payment services business for credit and debit cards through merchant's point of sale terminals.

The transaction involves the incorporation of a joint venture company whose share capital will be held 51% by Elevon and 49% by Santander, and to which Santander Group will transfer its aforementioned payment services business in Spain (excluding that of Banesto).

The agreement values the transferred business at EUR 165.8 million and will generate an extraordinary result of approximately EUR 86.6 million after tax. Santander Group will use the pre-tax extraordinary capital gain (approximately EUR 123.7 million) to partially cover provisions pending as of end of September 2012 and required by the Spanish royal decree-laws enacted in February and May regarding provisioning of real estate assets in Spain.

The transaction is subject to obtaining the authorization from the Spanish General Directorate of the Treasury and Public Finance to incorporate the joint company as a payment services entity and to the approval of the EU competition authorities and is expected to close before year end.

Boadilla del Monte (Madrid), October 19, 2012