Information on Valores Santander

MATERIAL FACT

With regard to the currently outstanding "Valores Santander", for which a prospectus was registered with the Spanish Comisión Nacional del Mercado de Valores on September 19, 2007, Banco Santander hereby gives notice that in the voluntary conversion period ended June 4, 2012, it received conversion requests in relation to 195,923 of such "Valores Santander". Pursuant to the terms of such securities, Banco Santander has issued 73,927,779 new shares in exchange for those "Valores Santander". The public deed formalising the capital increase has been registered with the Commercial Registry of Cantabria today. It is envisaged that the authorisation for the admission to listing of the new shares in the Spanish Stock Exchanges will be granted on June 12, 2012, with ordinary trading of such shares commencing on June 13, 2012. These new shares will carry the right to participate in the "Santander Dividendo Elección" program (scrip dividend scheme) to be applied to the first 2012 interim dividend as announced on June 1, 2012.

Boadilla del Monte (Madrid), June 8, 2012