Banco Santander Regulatory News (BNC)

TRANSLATION FROM ORIGINAL SPANISH VERSION

MATERIAL FACT

Invitation to tender American Securities for purchase

Banco Santander, S.A. (Banco Santander) announces today an invitation to all holders of the securities identified in the annex of this document (the American Securities) to tender such Securities for purchase (the Invitation). The American Securities are subordinated bonds listed in the London Stock Exchange and issued by an entity belonging to Santander's Group. The total principal amount of the American Securities comprising the Invitation amounts to approximately USD257,500,000.

The amount in cash to be paid for each American Security will be equal to the sum of the purchase price (expressed as a percentage of the outstanding principal amount as of the settlement date) plus the interest accrued and unpaid from (and including) the last interest payment date to (but excluding) the settlement date of the tender offers. The purchase price has been established as a fixed amount for each USD100,000 outstanding principal amount as of the settlement date of the American Securities and is specified in the annex hereto.

Banco Santander will obtain the funds needed to fulfil its payment obligations arising from the Invitation from its ordinary available liquidity.

Banco Santander reserves its right to amend the terms and conditions of the Invitation as well as to extend, reopen, amend, revoke or terminate the Invitation at any moment.

The holders of the American Securities may submit, or request to their corresponding intermediaries or direct participants that they submit the corresponding tender offer instructions (the Tender Offers), through the ATOP system of DTC as from 6 March 2013.

The terms of the Tender Offers regarding the American Securities and the procedure to make the Tender Offers are regulated in the Offer to Purchase dated 6 March 2013 (the American Offer to Purchase) which (subject to the offering and selling restrictions set out therein) is available upon request from, amongst others, the tender and information agent, Lucid Issuer Services Limited. If holders of the American Securities need additional information on the Invitation, you can contact Lucid at santander@lucid-is.com / +44 (0) 207 704 0880, To the attention of: David Shilson / Paul Kamminga.

Tender Offers will be irrevocable except in the events set out in the American Offer to Purchase. In any case, said irrevocable instructions for the American Securities must be received on or before 5.00 pm (EST) on 13 March 2013.

Banco Santander will announce on 14 March 2013 whether it has decided to accept the American Securities Tender Offers validly submitted and, in the event these are accepted, Banco Santander will simultaneously announce the final aggregate principal amount of the American Securities accepted for purchase as a consequence of the Tender Offers. It is forseen that, the date of settlement of the Tender Offers will be 19 March 2013.

Banco Santander has appointed Merrill Lynch Pierce, Fenner & Smith Incorporated and Santander Investment Securities Inc. in its capacity of joint dealer manager so that they act as joint dealer managers and to Lucid Issuer Services Limited to act as tender and information agent.

The Invitation is being undertaken as a part of the Group's active management of liabilities and capital, and is focused on core capital generation as well as the optimization of the future interest expense. The Invitation is also designed to provide liquidity in the market and to offer the holders of the American Securities the possibility to exit their investment in the American Securities.

Boadilla del Monte (Madrid), 6 March 2013

ANNEX

SECURITIES