Current Report ESPI no. 33 (2019)

Notification from BLACKROCK, INC on decreasing the threshold of 5% of the total % shares in Banco Santander, S.A.

Legal basis:

art.70.1. of Act on Public Offering.

Banco Santander, S.A. _the "Company" or “Banco Santander"_ hereby announces that on 16 April 2019 it received from Blackrock, Inc. a notification on the disposal of shares / financial instruments linked to shares in the Company and on the percentage share in the total number of votes achieved due to such disposal, i.e. a notification on decreasing 5% of the total % shares in Banco Santander, S.A.

As per the information contained in such notice and in the public disclosure made by Blackrock, Inc.:

1. Date and type of event triggering the change in the shareholding to which the notification refers:

The decreasing of the threshold of 5% of the total % shares in Banco Santander, S.A was made on 15 April 2019.

2. The number of shares held prior to the change in the shareholding, the percentage of the share capital such shares represented, the number of votes attached to such shares and the percentage of the total number of votes they represent:

As per the information contained in such notice and in the public disclosure made by Blackrock, Inc.:

A. % of voting rights attached to shares prior to the notification: 5.443%.
B. % of voting rights attached financial instruments linked to shares prior to the notification: 0.130%.

% total: 5.573%.

The number of votes attached to such shares represented 5.573% of the total number of votes at the General Meeting, assuming all of the share capital is represented at the General Meeting.

3. The number of shares currently held, the percentage of the share capital they represent, the number of votes attached to such shares and the percentage of the total number of votes they represent:

As per the information contained in such notice and in the public disclosure made by Blackrock, Inc.:

A. A number of funds and accounts managed by investment managers under the control of Blackrock, Inc. are currently the owners of 791,512,023 shares in the Company. Said shares represent 4.875% of the Company's existing share capital.

B. A number of funds and accounts managed by investment managers under the control of Blackrock, Inc. are currently the owners of financial instruments linked to shares in the Company:
B.1_

- Financial instrument: Securities Lent.
- Expiration date: N/A.
- Number of voting rights that may be acquired if the financial instrument is exercised or converted: 80,590,351.
- % of the Company's existing share capital: 0.496%. Subtotal B.1: 0.496%.

B.2_

- Financial instrument: Contract for difference.
- Last due date: N/A.
- Physical settlement or cash: Cash Settlement.
- Number of voting rights: 3,824,844.
- % of the Company's existing share capital: 0.024%.

Subtotal B.2: 0.024%.

The number of votes attached to such shares _A+B.1+B.2_ represent 5.395% of the total number of votes at the General Meeting, assuming all of the share capital is represented at the General Meeting.