Information on Valores Santander

MATERIAL FACT

As envisaged in the prospectus concerning the issue of the Valores Santander, registered in the official registry of the Spanish National Securities Exchange Commission (CNMV) on 19 September 2007, and in view of the free-of-charge capital increase of Banco Santander, S.A. ("Banco Santander") by means of which the Santander Dividendo Elección program corresponding to the third 2011 interim dividend has been implemented, the result of which was notified as a material fact on January 31, 2012, Banco Santander has agreed to amend the conversion ratio corresponding to the Valores Santander (i.e., the number of Banco Santander shares to which each Valor Santander gives right) pursuant to the anti-dilution mechanism set forth in the said prospectus.

The new price of each Banco Santander share for conversion purposes has been set at 13.67 euros. Therefore, the new conversion ratio applicable to the Valores Santander is 365.764447695684 Banco Santander shares for each Valor Santander, which is the result of dividing the face value of each Valor Santander (5,000 euros) by the aforementioned price (13.67 euros).

Boadilla del Monte (Madrid), February 6, 2012