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

MATERIAL FACT

Further to the relevant fact communications dated December 12, 2011 (registry number 154599) and January 12, 2012 (registry number 156370), Banco Santander, S.A. informs that the trading period for the free allotment rights corresponding to the free-of-charge capital increase by means of which the "Santander Dividendo Elección" program is carried out ended on January 30, 2012.

The holders of 86.65% of the free allotment rights have chosen to receive new shares. Thus, the definitive number of ordinary shares of 0.5 Euros of face value issued in the free-of-charge capital increase is 167,810,197, corresponding to 1.88% of the share capital, and the amount of the capital increase is 83,905,098.50 Euros.  The value of the remuneration corresponding to the holders of free allotment rights who have requested new shares amounts to 918,593,018.38 Euros.

The shareholders holding the remaining 13.35% of the free allotment rights have accepted the irrevocable undertaking to acquire free allotment rights assumed by Banco Santander. Consequently, Banco Santander has acquired 1,189,774,111 rights for a total gross consideration of 141,583,119.21 Euros.  Banco Santander has waived the free allotment rights so acquired.

It is envisaged that the authorization for the admission to listing of the new shares in the Spanish Stock Exchanges will be granted on February 7, 2012, so that ordinary trading of such shares in Spain will commence on February 8, 2012.  The authorisation for the admission to listing of those shares will also be requested on all other stock exchanges on which Banco Santander is listed.

Boadilla del Monte (Madrid), January 31, 2012